(Mark One)
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
|
46-1406086
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
9 West 57th Street, #4920
New York, New York
|
|
10019
|
(Address of Principal Executive Office)
|
|
(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
|
Smaller reporting company
x
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Page
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PART I
|
|
1
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|
PART II
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|
|
September 30, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
(Unaudited)
|
|
|
||||
Cash and cash equivalents
|
$
|
60,873
|
|
|
$
|
14,807
|
|
Restricted cash
|
5,000
|
|
|
5,366
|
|
||
Commercial mortgage loans, held for investment, net of allowance of $1,609 and $888
(1)
|
1,119,293
|
|
|
1,124,201
|
|
||
Real estate securities, available for sale, at fair value
|
57,639
|
|
|
130,754
|
|
||
Receivable for loan repayment
|
528
|
|
|
1,307
|
|
||
Accrued interest receivable
(2)
|
5,316
|
|
|
5,360
|
|
||
Prepaid expenses and other assets
|
763
|
|
|
689
|
|
||
Total assets
|
$
|
1,249,412
|
|
|
$
|
1,282,484
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Collateralized loan obligations
|
$
|
287,505
|
|
|
$
|
287,229
|
|
Repurchase agreements - commercial mortgage loans
|
241,868
|
|
|
206,239
|
|
||
Repurchase agreements - real estate securities
|
72,698
|
|
|
117,211
|
|
||
Interest payable
(3)
|
1,705
|
|
|
792
|
|
||
Distributions payable
|
5,335
|
|
|
5,552
|
|
||
Accounts payable and accrued expenses
|
2,225
|
|
|
6,805
|
|
||
Due to affiliates
|
2,798
|
|
|
4,327
|
|
||
Total liabilities
|
614,134
|
|
|
628,155
|
|
||
Commitment and Contingencies (See Note 8)
|
|
|
|
|
|
||
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding as of September 30, 2016 and December 31, 2015
|
—
|
|
|
—
|
|
||
Convertible stock ("promote shares"); $0.01 par value, 1,000 shares authorized, issued and outstanding as of September 30, 2016 and December 31, 2015
|
—
|
|
|
1
|
|
||
Common stock, $0.01 par value, 949,999,000 shares authorized, 31,605,701 and 31,385,280 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively
|
316
|
|
|
314
|
|
||
Additional paid-in capital
|
697,684
|
|
|
691,590
|
|
||
Accumulated other comprehensive loss
|
(2,219
|
)
|
|
(2,254
|
)
|
||
Accumulated deficit
|
(60,503
|
)
|
|
(35,322
|
)
|
||
Total stockholders' equity
|
635,278
|
|
|
654,329
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,249,412
|
|
|
$
|
1,282,484
|
|
(1)
|
Includes
$426,278
and
$425,733
of loans net of allowance of
$703
and
$422
pledged as collateral on collateralized loan obligations ("CLO"), a variable interest entity ("VIE") as of September 30, 2016 and December 31, 2015, respectively.
|
(2)
|
Includes
$1,026
and
$1,048
of interest receivable for loans pledged as collateral on CLO, a VIE as of September 30, 2016 and December 31, 2015, respectively.
|
(3)
|
Includes
$513
and
$513
of interest payable for loans pledged as collateral on CLO, a VIE as of September 30, 2016 and December 31, 2015, respectively.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest Income:
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
20,250
|
|
|
$
|
16,252
|
|
|
$
|
60,763
|
|
|
$
|
38,341
|
|
Less: Interest expense
|
7,317
|
|
|
3,469
|
|
|
17,478
|
|
|
7,925
|
|
||||
Net interest income
|
12,933
|
|
|
12,783
|
|
|
43,285
|
|
|
30,416
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Asset management and subordinated performance fee
|
1,066
|
|
|
2,405
|
|
|
7,091
|
|
|
3,741
|
|
||||
Acquisition fees
|
255
|
|
|
1,777
|
|
|
635
|
|
|
5,958
|
|
||||
Administrative services expenses
|
2,480
|
|
|
—
|
|
|
3,835
|
|
|
—
|
|
||||
Professional fees
|
2,154
|
|
|
659
|
|
|
4,226
|
|
|
3,136
|
|
||||
Other expenses
|
686
|
|
|
439
|
|
|
2,092
|
|
|
919
|
|
||||
Total Operating Expenses
|
6,641
|
|
|
5,280
|
|
|
17,879
|
|
|
13,754
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loan loss recovery/(provision)
|
113
|
|
|
(78
|
)
|
|
(721
|
)
|
|
(302
|
)
|
||||
Realized loss on sale of real estate securities
|
(1,032
|
)
|
|
—
|
|
|
(1,032
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
5,373
|
|
|
$
|
7,425
|
|
|
$
|
23,653
|
|
|
$
|
16,360
|
|
|
|
|
|
|
|
|
|
||||||||
Basic net income per share
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.75
|
|
|
$
|
0.74
|
|
Diluted net income per share
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.75
|
|
|
$
|
0.74
|
|
Basic weighted average shares outstanding
|
31,516,876
|
|
|
26,684,913
|
|
|
31,622,796
|
|
|
22,035,227
|
|
||||
Diluted weighted average shares outstanding
|
31,523,911
|
|
|
26,690,964
|
|
|
31,629,070
|
|
|
22,040,110
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
5,373
|
|
|
$
|
7,425
|
|
|
$
|
23,653
|
|
|
$
|
16,360
|
|
Unrealized (loss)/gain on available-for-sale securities
|
2,608
|
|
|
(1,008
|
)
|
|
35
|
|
|
(1,010
|
)
|
||||
Comprehensive income attributable to Realty Finance Trust, Inc.
|
$
|
7,981
|
|
|
$
|
6,417
|
|
|
$
|
23,688
|
|
|
$
|
15,350
|
|
|
Convertible Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Number of Shares
|
|
Amount
|
|
Number of Shares
|
|
Par Value
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
||||||||||||||
Balance, December 31, 2015
|
1,000
|
|
|
$
|
1
|
|
|
31,385,280
|
|
|
$
|
314
|
|
|
$
|
691,590
|
|
|
$
|
(2,254
|
)
|
|
$
|
(35,322
|
)
|
|
$
|
654,329
|
|
Common stock repurchases
|
—
|
|
|
—
|
|
|
(540,125
|
)
|
|
(5
|
)
|
|
(13,026
|
)
|
|
—
|
|
|
—
|
|
|
(13,031
|
)
|
||||||
Common stock issued through distribution reinvestment plan
|
—
|
|
|
—
|
|
|
755,798
|
|
|
7
|
|
|
19,092
|
|
|
—
|
|
|
—
|
|
|
19,099
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
4,748
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,653
|
|
|
23,653
|
|
||||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,834
|
)
|
|
(48,834
|
)
|
||||||
Conversion of convertible stocks
|
(1,000
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
||||||
Balance, September 30, 2016
|
—
|
|
|
$
|
—
|
|
|
31,605,701
|
|
|
$
|
316
|
|
|
$
|
697,684
|
|
|
$
|
(2,219
|
)
|
|
$
|
(60,503
|
)
|
|
$
|
635,278
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
23,653
|
|
|
$
|
16,360
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Premium amortization and (discount accretion), net
|
(1,761
|
)
|
|
(877
|
)
|
||
Accretion of deferred commitment fees
|
(1,169
|
)
|
|
(603
|
)
|
||
Amortization of deferred financing costs
|
2,989
|
|
|
1,872
|
|
||
Share-based compensation
|
27
|
|
|
24
|
|
||
Realized loss on sale of real estate securities
|
1,032
|
|
|
—
|
|
||
Loan loss provision
|
721
|
|
|
302
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accrued interest receivable
|
1,213
|
|
|
(2,041
|
)
|
||
Prepaid expenses and other assets
|
49
|
|
|
(416
|
)
|
||
Accounts payable and accrued expenses
|
1,415
|
|
|
519
|
|
||
Due to affiliates
|
(1,529
|
)
|
|
1,353
|
|
||
Interest payable
|
913
|
|
|
304
|
|
||
Net cash provided by operating activities
|
$
|
27,553
|
|
|
$
|
16,797
|
|
Cash flows from investing activities:
|
|
|
|
||||
Origination and purchase of commercial mortgage loans
|
$
|
(42,236
|
)
|
|
$
|
(526,919
|
)
|
Purchase of real estate securities
|
—
|
|
|
(53,304
|
)
|
||
Proceeds from sale of real estate securities
|
69,957
|
|
|
—
|
|
||
Principal repayments received on commercial mortgage loans
|
48,906
|
|
|
45,542
|
|
||
Principal repayments received on real estate securities
|
2,218
|
|
|
1,573
|
|
||
Net cash provided by (used in) investing activities
|
$
|
78,845
|
|
|
$
|
(533,108
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuances of common stock
|
$
|
—
|
|
|
$
|
316,614
|
|
Common stock repurchases
|
(19,026
|
)
|
|
(2,899
|
)
|
||
Payments of offering costs and fees related to common stock issuances
|
—
|
|
|
(36,981
|
)
|
||
Borrowings on repurchase agreements - commercial mortgage loans
|
104,626
|
|
|
244,178
|
|
||
Repayments of repurchase agreements - commercial mortgage loans
|
(68,997
|
)
|
|
(18,257
|
)
|
||
Borrowings on repurchase agreements - real estate securities
|
1,019,598
|
|
|
50,274
|
|
||
Repayments of repurchase agreements - real estate securities
|
(1,064,111
|
)
|
|
(3,946
|
)
|
||
Increase in restricted cash related to financing activities
|
366
|
|
|
(1,339
|
)
|
||
Payments of deferred financing costs
|
(2,836
|
)
|
|
—
|
|
||
Distributions paid
|
(29,952
|
)
|
|
(18,215
|
)
|
||
Net cash (used in) provided by financing activities
|
$
|
(60,332
|
)
|
|
$
|
529,429
|
|
Net change in cash and cash equivalents
|
$
|
46,066
|
|
|
$
|
13,118
|
|
Cash and cash equivalents, beginning of period
|
14,807
|
|
|
386
|
|
||
Cash and cash equivalents, end of period
|
$
|
60,873
|
|
|
$
|
13,504
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
13,576
|
|
|
$
|
5,749
|
|
Supplemental disclosures of non-cash flow information:
|
|
|
|
||||
Common stock issued through distribution reinvestment plan
|
19,099
|
|
|
13,643
|
|
||
Receivable for common stock issued
|
—
|
|
|
3,065
|
|
•
|
The real estate debt business which is focused on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.
|
•
|
The real estate securities business which is focused on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Senior loans
|
$
|
905,876
|
|
|
$
|
894,075
|
|
Mezzanine loans
|
205,026
|
|
|
221,014
|
|
||
Subordinated loans
|
10,000
|
|
|
10,000
|
|
||
Total gross carrying value of loans
|
1,120,902
|
|
|
1,125,089
|
|
||
Less: Allowance for loan losses
|
1,609
|
|
|
888
|
|
||
Total commercial mortgage loans, net
|
$
|
1,119,293
|
|
|
$
|
1,124,201
|
|
|
Nine Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2015
|
||||
Beginning of period
|
$
|
888
|
|
|
$
|
570
|
|
Provision for loan losses
|
721
|
|
|
302
|
|
||
Charge-offs
|
—
|
|
|
—
|
|
||
Recoveries
|
—
|
|
|
—
|
|
||
Ending allowance for loan losses
|
$
|
1,609
|
|
|
$
|
872
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||
Loan Type
|
|
Par Value
|
|
Percentage
|
|
Par Value
|
|
Percentage
|
||||||
Office
|
|
$
|
320,195
|
|
|
28.4
|
%
|
|
$
|
307,876
|
|
|
27.2
|
%
|
Multifamily
|
|
323,031
|
|
|
28.6
|
%
|
|
305,129
|
|
|
26.9
|
%
|
||
Hospitality
|
|
173,526
|
|
|
15.4
|
%
|
|
171,752
|
|
|
15.1
|
%
|
||
Retail
|
|
151,584
|
|
|
13.4
|
%
|
|
158,784
|
|
|
14.0
|
%
|
||
Mixed Use
|
|
107,531
|
|
|
9.5
|
%
|
|
138,798
|
|
|
12.2
|
%
|
||
Industrial
|
|
52,688
|
|
|
4.7
|
%
|
|
52,107
|
|
|
4.6
|
%
|
||
|
|
$
|
1,128,555
|
|
|
100.0
|
%
|
|
$
|
1,134,446
|
|
|
100.0
|
%
|
Investment Rating
|
|
Summary Description
|
1
|
|
Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
|
2
|
|
Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
|
3
|
|
Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
|
4
|
|
Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
|
5
|
|
Underperforming investment with expected loss of interest and some principal.
|
|
Nine Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2015
|
||||
Balance at Beginning of Year
|
$
|
1,124,201
|
|
|
$
|
456,884
|
|
Acquisitions and originations
|
42,236
|
|
|
526,919
|
|
||
Dispositions
|
—
|
|
|
—
|
|
||
Principal repayments
|
(48,127
|
)
|
|
(45,542
|
)
|
||
Discount accretion and premium amortization*
|
1,704
|
|
|
873
|
|
||
Provision for loan losses
|
(721
|
)
|
|
(302
|
)
|
||
Balance at End of Period
|
$
|
1,119,293
|
|
|
$
|
938,832
|
|
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
September 30, 2016
|
|
$
|
59,858
|
|
|
$
|
—
|
|
|
$
|
(2,219
|
)
|
|
$
|
57,639
|
|
December 31, 2015
|
|
133,008
|
|
|
—
|
|
|
(2,254
|
)
|
|
130,754
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|||||||||
Counterparty
|
|
Amount Outstanding
|
|
Accrued Interest
|
|
Collateral Pledged (*)
|
|
Interest Rate
|
|
Days to Maturity
|
|||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||||
J.P. Morgan Securities LLC
|
|
$
|
65,295
|
|
|
$
|
65
|
|
|
$
|
102,663
|
|
|
2.38
|
%
|
|
14
|
Citigroup Global Markets, Inc.
|
|
3,878
|
|
|
1
|
|
|
4,807
|
|
|
1.88
|
%
|
|
26
|
|||
Wells Fargo Securities, LLC
|
|
3,525
|
|
|
3
|
|
|
4,813
|
|
|
1.86
|
%
|
|
12
|
|||
Total/Weighted Average
|
|
$
|
72,698
|
|
|
$
|
69
|
|
|
$
|
112,283
|
|
|
2.33
|
%
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||||
J.P. Morgan Securities LLC
|
|
$
|
86,898
|
|
|
$
|
108
|
|
|
$
|
130,618
|
|
|
2.03
|
%
|
|
8
|
Citigroup Global Markets, Inc.
|
|
26,619
|
|
|
71
|
|
|
35,528
|
|
|
2.00
|
%
|
|
45
|
|||
Wells Fargo Securities, LLC
|
|
3,694
|
|
|
3
|
|
|
4,925
|
|
|
1.67
|
%
|
|
13
|
|||
Total/Weighted Average
|
|
$
|
117,211
|
|
|
$
|
182
|
|
|
$
|
171,071
|
|
|
2.01
|
%
|
|
17
|
Facility ($000s)
|
|
Par Value Issued
|
|
Par Value Outstanding
(*)
|
|
Interest Rate
|
|
Maturity Date
|
||||
As of September 30, 2016
|
|
|
|
|
|
|
|
|
||||
Tranche A
|
|
$
|
231,345
|
|
|
$
|
231,345
|
|
|
1M LIBOR + 175
|
|
8/1/2030
|
Tranche B
|
|
42,841
|
|
|
42,841
|
|
|
1M LIBOR + 388
|
|
8/1/2030
|
||
Tranche C
|
|
76,044
|
|
|
20,000
|
|
|
1M LIBOR + 525
|
|
8/1/2030
|
||
|
|
$
|
350,230
|
|
|
$
|
294,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
||||
Tranche A
|
|
$
|
231,345
|
|
|
$
|
231,345
|
|
|
1M LIBOR + 175
|
|
8/1/2030
|
Tranche B
|
|
42,841
|
|
|
42,841
|
|
|
1M LIBOR + 388
|
|
8/1/2030
|
||
Tranche C
|
|
76,044
|
|
|
20,000
|
|
|
1M LIBOR + 525
|
|
8/1/2030
|
||
|
|
$
|
350,230
|
|
|
$
|
294,186
|
|
|
|
|
|
Assets ($000s)
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Cash
|
|
$
|
5
|
|
|
$
|
5
|
|
Commercial mortgage loans, held for investment, net of allowance of $703 and $422
(1)
|
|
426,278
|
|
|
425,733
|
|
||
Accrued interest receivable
|
|
1,026
|
|
|
1,048
|
|
||
Total Assets
|
|
$
|
427,309
|
|
|
$
|
426,786
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Notes payable
(2)(3)
|
|
$
|
343,295
|
|
|
$
|
342,998
|
|
Interest payable
|
|
513
|
|
|
513
|
|
||
Total Liabilities
|
|
$
|
343,808
|
|
|
$
|
343,511
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (in thousands)
|
$
|
5,373
|
|
|
$
|
7,425
|
|
|
$
|
23,653
|
|
|
$
|
16,360
|
|
Basic weighted average shares outstanding
|
31,516,876
|
|
|
26,684,913
|
|
|
31,622,796
|
|
|
22,035,227
|
|
||||
Unvested restricted shares
|
7,035
|
|
|
6,051
|
|
|
6,274
|
|
|
4,883
|
|
||||
Diluted weighted average shares outstanding
|
31,523,911
|
|
|
26,690,964
|
|
|
31,629,070
|
|
|
22,040,110
|
|
||||
Basic net income per share
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.75
|
|
|
$
|
0.74
|
|
Diluted net income per share
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.75
|
|
|
$
|
0.74
|
|
|
|
Number of Requests
|
|
Number of Shares Repurchased
(1)
|
|
Average Price per Share
|
||||
Cumulative as of December 31, 2015
|
|
301
|
|
|
381,474
|
|
|
$
|
23.72
|
|
January 1 - March 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
April 1 - June 30, 2016
|
|
668
|
|
|
536,240
|
|
|
24.08
|
|
|
July 1 - September 30, 2016
|
|
4
|
|
|
3,542
|
|
|
25.27
|
|
|
Cumulative as of September 30, 2016
|
|
973
|
|
|
921,256
|
|
|
$
|
23.94
|
|
Funding Expiration
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
2016
|
|
$
|
238
|
|
|
$
|
890
|
|
2017
|
|
7,957
|
|
|
16,072
|
|
||
2018
|
|
74,745
|
|
|
104,428
|
|
||
2019
|
|
10,039
|
|
|
16,939
|
|
||
2023
|
|
6,500
|
|
|
—
|
|
||
Total
|
|
$
|
99,479
|
|
|
$
|
138,329
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Payable as of
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
Total commissions and fees incurred from the Former Dealer Manager
|
|
$
|
—
|
|
|
$
|
9,932
|
|
|
$
|
—
|
|
|
$
|
30,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total compensation and reimbursement for services provided by the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager
|
|
$
|
—
|
|
|
$
|
1,957
|
|
|
$
|
—
|
|
|
$
|
5,805
|
|
|
$
|
480
|
|
|
$
|
480
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Payable as of
|
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
September 30, 2016
|
|
December 31, 2015
|
|||||||||||||
Acquisition fees and expenses
(1)
|
|
$
|
255
|
|
|
$
|
572
|
|
|
$
|
635
|
|
|
$
|
8,441
|
|
|
$
|
28
|
|
|
$
|
55
|
|
|
Administrative services expenses
|
|
2,480
|
|
—
|
|
—
|
|
|
3,835
|
|
|
—
|
|
|
1,500
|
|
|
—
|
|
||||||
Advisory and investment banking fee
|
|
—
|
|
|
14
|
|
|
6
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|||||||
Asset management and subordinated performance fee
|
|
1,066
|
|
|
2,405
|
|
|
7,091
|
|
|
3,741
|
|
|
758
|
|
|
3,792
|
|
|||||||
Other related party expenses
|
|
6
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|||||||
Total related party fees and reimbursements
|
|
$
|
3,807
|
|
|
$
|
2,991
|
|
|
$
|
11,623
|
|
|
$
|
12,224
|
|
|
$
|
2,318
|
|
|
$
|
3,847
|
|
•
|
Level I - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
|
•
|
Level II - Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
|
•
|
Level III - Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
||||||||
September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Real estate securities
|
$
|
57,639
|
|
|
$
|
—
|
|
|
$
|
57,639
|
|
|
$
|
—
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Real estate securities
|
130,754
|
|
|
—
|
|
|
130,754
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset on the Balance Sheet
|
|
|
||||||||||||||
Repurchase Agreements
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset on the Balance Sheet
|
|
Net Amount of Liabilities Presented on the Balance Sheet
|
|
Financial Instruments as Collateral Pledged
(*)
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial mortgage loans
|
|
$
|
241,868
|
|
|
$
|
—
|
|
|
$
|
241,868
|
|
|
$
|
399,544
|
|
|
$
|
5,000
|
|
|
$
|
—
|
|
Real estate securities
|
|
72,698
|
|
|
—
|
|
|
72,698
|
|
|
112,283
|
|
|
—
|
|
|
—
|
|
||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial mortgage loans
|
|
206,239
|
|
|
—
|
|
|
206,239
|
|
|
355,802
|
|
|
5,000
|
|
|
—
|
|
||||||
Real estate securities
|
|
117,211
|
|
|
—
|
|
|
117,211
|
|
|
171,071
|
|
|
366
|
|
|
—
|
|
•
|
The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.
|
•
|
The real estate securities business focuses on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.
|
Three Months Ended September 30, 2016
|
|
Total
|
|
Real Estate Debt
|
|
Real Estate Securities
|
||||||
Interest income
|
|
$
|
20,250
|
|
|
$
|
18,682
|
|
|
$
|
1,568
|
|
Interest expense
|
|
7,317
|
|
|
6,642
|
|
|
675
|
|
|||
Net income
|
|
5,373
|
|
|
5,265
|
|
|
108
|
|
|||
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
||||||
Interest income
|
|
16,252
|
|
|
15,285
|
|
|
967
|
|
|||
Interest expense
|
|
3,469
|
|
|
3,175
|
|
|
294
|
|
|||
Net income
|
|
7,425
|
|
|
7,105
|
|
|
320
|
|
Nine Months Ended September 30, 2016
|
|
Total
|
|
Real Estate Debt
|
|
Real Estate Securities
|
||||||
Interest income
|
|
$
|
60,763
|
|
|
$
|
55,973
|
|
|
$
|
4,790
|
|
Interest expense
|
|
17,478
|
|
|
15,443
|
|
|
2,035
|
|
|||
Net income
|
|
23,653
|
|
|
22,775
|
|
|
878
|
|
|||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
||||||
Interest income
|
|
38,341
|
|
|
36,303
|
|
|
2,038
|
|
|||
Interest expense
|
|
7,925
|
|
|
7,323
|
|
|
602
|
|
|||
Net income
|
|
16,360
|
|
|
15,853
|
|
|
507
|
|
As of September 30, 2016
|
|
Total
|
|
Real Estate Debt
|
|
Real Estate Securities
|
||||||
Total Assets
|
|
$
|
1,249,412
|
|
|
$
|
1,191,562
|
|
|
$
|
57,850
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2015
|
|
|
|
|
|
|
||||||
Total Assets
|
|
1,282,484
|
|
|
1,150,858
|
|
|
131,626
|
|
|||
|
|
|
|
|
|
|
|
•
|
our business and investment strategy;
|
•
|
our ability to make investments in a timely manner or on acceptable terms;
|
•
|
current credit market conditions and our ability to obtain long-term financing for our investments in a timely manner and on terms that are consistent with what we project when we invest;
|
•
|
the effect of general market, real estate market, economic and political conditions, including the recent economic slowdown and dislocation in the global credit markets;
|
•
|
our ability to make scheduled payments on our debt obligations;
|
•
|
our ability to generate sufficient cash flows to make distributions to our stockholders;
|
•
|
our ability to generate sufficient debt and equity capital to fund additional investments;
|
•
|
our ability to refinance our existing financing arrangements;
|
•
|
the degree and nature of our competition;
|
•
|
the availability of qualified personnel;
|
•
|
our ability to maintain our qualification as a real estate investment trust ("REIT"); and
|
•
|
other factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015.
|
Loan Type
|
Property Type
|
Par Value
|
Interest Rate
(1)
|
Effective Yield
|
Loan to Value
(2)
|
Senior 1
|
Retail
|
$7,460
|
1M LIBOR + 4.75%
|
5.5%
|
78.0%
|
Senior 2
|
Office
|
8,676
|
1M LIBOR + 4.65%
|
5.5%
|
70.8%
|
Senior 3
|
Office
|
38,750
|
1M LIBOR + 5.25%
|
6.0%
|
75.0%
|
Senior 4
|
Office
|
13,363
|
1M LIBOR + 4.75%
|
5.4%
|
74.4%
|
Senior 5
|
Retail
|
14,600
|
1M LIBOR + 4.25%
|
5.0%
|
65.0%
|
Senior 6
|
Office
|
19,250
|
1M LIBOR + 4.55%
|
5.2%
|
70.0%
|
Senior 7
|
Multifamily
|
17,760
|
1M LIBOR + 4.75%
|
5.5%
|
75.0%
|
Senior 8
|
Multifamily
|
14,424
|
1M LIBOR + 4.50%
|
5.3%
|
76.0%
|
Senior 9
|
Office
|
12,000
|
1M LIBOR + 4.75%
|
5.4%
|
54.1%
|
Senior 10
|
Multifamily
|
22,933
|
1M LIBOR + 4.25%
|
4.9%
|
69.6%
|
Senior 11
|
Multifamily
|
9,011
|
1M LIBOR + 4.75%
|
5.6%
|
76.0%
|
Senior 12
|
Retail
|
9,850
|
1M LIBOR + 5.25%
|
6.0%
|
80.0%
|
Senior 13
|
Industrial
|
19,033
|
1M LIBOR + 4.25%
|
5.0%
|
68.0%
|
Senior 14
|
Hospitality
|
10,350
|
1M LIBOR + 5.50%
|
6.3%
|
69.9%
|
Senior 15
|
Office
|
33,572
|
1M LIBOR + 4.65%
|
5.5%
|
80.0%
|
Senior 16
|
Retail
|
4,725
|
1M LIBOR + 5.50%
|
6.4%
|
72.0%
|
Senior 17
|
Retail
|
22,552
|
1M LIBOR + 4.75%
|
5.6%
|
55.0%
|
Senior 18
|
Multifamily
|
42,347
|
1M LIBOR + 4.00%
|
4.7%
|
77.0%
|
Senior 19
|
Retail
|
7,500
|
1M LIBOR + 5.00%
|
5.9%
|
59.0%
|
Senior 20
|
Office
|
13,361
|
1M LIBOR + 5.00%
|
5.8%
|
75.0%
|
Senior 21
|
Hospitality
|
11,482
|
1M LIBOR + 5.75%
|
6.5%
|
60.0%
|
Senior 22
|
Hospitality
|
14,380
|
1M LIBOR + 5.30%
|
6.0%
|
73.5%
|
Senior 23
|
Mixed Use
|
20,145
|
1M LIBOR + 5.50%
|
6.2%
|
55.3%
|
Senior 24
|
Multifamily
|
18,617
|
1M LIBOR + 4.20%
|
4.9%
|
76.4%
|
Senior 25
|
Mixed Use
|
10,901
|
1M LIBOR + 5.10%
|
5.9%
|
75.0%
|
Senior 26
|
Multifamily
|
41,983
|
1M LIBOR + 4.25%
|
5.0%
|
77.0%
|
Senior 27
|
Retail
|
9,450
|
1M LIBOR + 4.90%
|
5.6%
|
69.2%
|
Senior 28
|
Industrial
|
33,655
|
1M LIBOR + 4.00%
|
4.6%
|
65.0%
|
Loan Type
|
Property Type
|
Par Value
|
Interest Rate
(1)
|
Effective Yield
|
Loan to Value
(2)
|
Senior 29
|
Mixed Use
|
45,235
|
1M LIBOR + 5.50%
|
6.3%
|
72.6%
|
Senior 30
|
Multifamily
|
8,850
|
1M LIBOR + 4.70%
|
5.5%
|
68.8%
|
Senior 31
|
Office
|
26,525
|
1M LIBOR + 4.60%
|
5.3%
|
65.0%
|
Senior 32
|
Mixed Use
|
8,016
|
1M LIBOR + 4.75%
|
5.5%
|
78.3%
|
Senior 33
|
Hospitality
|
16,800
|
1M LIBOR + 4.90%
|
5.6%
|
74.0%
|
Senior 34
|
Office
|
35,000
|
1M LIBOR + 5.00%
|
5.6%
|
79.0%
|
Senior 35
|
Office
|
6,290
|
1M LIBOR + 4.90%
|
5.5%
|
80.0%
|
Senior 36
|
Retail
|
11,800
|
1M LIBOR + 4.75%
|
5.5%
|
79.4%
|
Senior 37
|
Retail
|
13,500
|
1M LIBOR + 5.00%
|
5.8%
|
78.0%
|
Senior 38
|
Retail
|
11,684
|
1M LIBOR + 4.50%
|
5.2%
|
74.8%
|
Senior 39
|
Multifamily
|
18,075
|
1M LIBOR + 4.50%
|
5.2%
|
75.0%
|
Senior 40
|
Mixed Use
|
31,250
|
1M LIBOR + 4.50%
|
5.2%
|
75.0%
|
Senior 41
|
Multifamily
|
25,232
|
1M LIBOR + 4.25%
|
5.0%
|
79.7%
|
Senior 42
|
Office
|
9,802
|
1M LIBOR + 5.50%
|
6.4%
|
75.0%
|
Senior 43
|
Multifamily
|
29,101
|
1M LIBOR + 3.85%
|
4.3%
|
76.8%
|
Senior 44
|
Multifamily
|
10,920
|
1M LIBOR + 3.95%
|
4.4%
|
77.5%
|
Senior 45
|
Multifamily
|
12,412
|
1M LIBOR + 3.95%
|
4.4%
|
78.2%
|
Senior 46
|
Multifamily
|
5,894
|
1M LIBOR + 4.05%
|
4.5%
|
80.0%
|
Senior 47
|
Office
|
28,489
|
1M LIBOR + 4.25%
|
4.9%
|
73.3%
|
Senior 48
|
Multifamily
|
14,168
|
1M LIBOR + 5.00%
|
5.7%
|
76.7%
|
Senior 49
|
Retail
|
26,500
|
1M LIBOR + 4.75%
|
5.3%
|
67.4%
|
Senior 50
|
Multifamily
|
10,807
|
1M LIBOR + 4.75%
|
5.4%
|
75.0%
|
Mezzanine 1
|
Office
|
5,000
|
11.00%
|
10.8%
|
63.6%
|
Mezzanine 2
|
Hospitality
|
3,000
|
11.00%
|
10.8%
|
81.8%
|
Mezzanine 3
|
Hospitality
|
11,000
|
1M LIBOR + 7.05%
|
7.6%
|
70.0%
|
Mezzanine 4
|
Office
|
19,026
|
1M LIBOR + 7.25%
|
7.8%
|
76.0%
|
Mezzanine 5
|
Office
|
7,000
|
12.00%
|
11.9%
|
78.3%
|
Mezzanine 6
|
Hospitality
|
12,000
|
1M LIBOR + 9.00%
|
9.5%
|
74.2%
|
Mezzanine 7
|
Retail
|
1,963
|
13.00%
|
12.9%
|
85.0%
|
Mezzanine 8
|
Office
|
5,092
|
3M LIBOR + 10.00%
|
10.8%
|
79.5%
|
Mezzanine 9
|
Hospitality
|
44,357
|
1M LIBOR + 10.00%
|
10.5%
|
75.0%
|
Mezzanine 10
|
Multifamily
|
5,000
|
9.00%
|
8.7%
|
73.9%
|
Mezzanine 11
|
Multifamily
|
3,480
|
9.50%
|
9.4%
|
84.5%
|
Mezzanine 12
|
Office
|
10,000
|
1M LIBOR + 8.00%
|
8.5%
|
80.0%
|
Mezzanine 13
|
Multifamily
|
4,000
|
12.00%
|
11.8%
|
74.5%
|
Mezzanine 14
|
Office
|
10,000
|
10.00%
|
10.9%
|
79.0%
|
Mezzanine 15
|
Office
|
10,000
|
1M LIBOR + 10.75%
|
15.6%
|
80.0%
|
Mezzanine 16
|
Hospitality
|
7,140
|
10.00%
|
11.5%
|
73.9%
|
Mezzanine 17
|
Hospitality
|
3,900
|
10.00%
|
11.5%
|
73.9%
|
Mezzanine 18
|
Hospitality
|
12,510
|
10.00%
|
11.5%
|
73.9%
|
Mezzanine 19
|
Hospitality
|
$8,050
|
10.00%
|
11.5%
|
73.9%
|
Mezzanine 20
|
Office
|
$9,000
|
10.50%
|
10.4%
|
85.0%
|
Mezzanine 21
|
Hospitality
|
$6,206
|
5.46%
|
13.1%
|
76.7%
|
Mezzanine 22
|
Hospitality
|
$12,350
|
1M LIBOR + 10.00%
|
10.5%
|
74.0%
|
Subordinate 1
|
Retail
|
$10,000
|
11.00%
|
11.0%
|
50.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,128,555
|
|
6.4%
|
73.12%
|
•
|
The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.
|
•
|
The real estate securities business focuses on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
Average Carrying Value
(1)
|
|
Interest Income / Expense
(2)
|
|
WA Yield / Financing Cost
(3)(4)
|
|
Average Carrying Value
(1)
|
|
Interest Income / Expense
(2)
|
|
WA Yield / Financing Cost
(3)(4)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate debt
|
|
$
|
1,127,464
|
|
|
$
|
18,682
|
|
|
6.6
|
%
|
|
$
|
866,295
|
|
|
$
|
15,285
|
|
|
7.1
|
%
|
Real estate securities
|
|
122,264
|
|
|
1,568
|
|
|
5.1
|
%
|
|
97,910
|
|
|
967
|
|
|
4.0
|
%
|
||||
Total
|
|
$
|
1,249,728
|
|
|
$
|
20,250
|
|
|
6.5
|
%
|
|
$
|
964,205
|
|
|
$
|
16,252
|
|
|
6.7
|
%
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase Agreements - Loans
|
|
$
|
253,860
|
|
|
$
|
4,451
|
|
|
7.0
|
%
|
|
$
|
349,497
|
|
|
$
|
3,175
|
|
|
3.6
|
%
|
Repurchase Agreements - Securities
|
|
114,086
|
|
|
675
|
|
|
2.4
|
%
|
|
65,054
|
|
|
294
|
|
|
1.8
|
%
|
||||
Collateralized loan obligations
|
|
287,443
|
|
|
2,191
|
|
|
3.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total
|
|
$
|
655,389
|
|
|
$
|
7,317
|
|
|
4.5
|
%
|
|
$
|
414,551
|
|
|
$
|
3,469
|
|
|
3.3
|
%
|
Net interest income/spread
|
|
|
|
$
|
12,933
|
|
|
2.0
|
%
|
|
|
|
$
|
12,783
|
|
|
3.4
|
%
|
||||
Average leverage %
(5)
|
|
52.4
|
%
|
|
|
|
|
|
43.0
|
%
|
|
|
|
|
||||||||
Weighted average levered yield
(6)
|
|
|
|
|
|
7.5
|
%
|
|
|
|
|
|
8.2
|
%
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Asset management and subordinated performance fee
|
|
$
|
1,066
|
|
|
$
|
2,405
|
|
Acquisition fees
|
|
255
|
|
|
1,777
|
|
||
Professional fees
|
|
2,154
|
|
|
659
|
|
||
Administrative services expenses
|
|
2,480
|
|
|
—
|
|
||
Other expenses
|
|
686
|
|
|
439
|
|
||
Total expenses from operations
|
|
$
|
6,641
|
|
|
$
|
5,280
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
Average Carrying Value
(1)
|
|
Interest Income/Expense
(2)
|
|
WA Yield/Financing Cost
(3)(4)
|
|
Average Carrying Value
(1)
|
|
Interest Income/Expense
(2)
|
|
WA Yield/Financing Cost
(3)(4)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate debt
|
|
$
|
1,133,211
|
|
|
$
|
55,973
|
|
|
6.6
|
%
|
|
$
|
687,454
|
|
|
$
|
36,303
|
|
|
7.0
|
%
|
Real estate securities
|
|
128,474
|
|
|
4,790
|
|
|
5.0
|
%
|
|
76,202
|
|
|
2,038
|
|
|
3.6
|
%
|
||||
Total
|
|
$
|
1,261,685
|
|
|
$
|
60,763
|
|
|
6.4
|
%
|
|
$
|
763,656
|
|
|
$
|
38,341
|
|
|
6.7
|
%
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase Agreements - Loans
|
|
$
|
248,436
|
|
|
$
|
9,019
|
|
|
4.8
|
%
|
|
$
|
257,868
|
|
|
$
|
7,323
|
|
|
3.8
|
%
|
Repurchase Agreements - Securities
|
|
119,054
|
|
|
2,035
|
|
|
2.3
|
%
|
|
48,528
|
|
|
602
|
|
|
1.7
|
%
|
||||
Collateralized loan obligations
|
|
287,351
|
|
|
6,424
|
|
|
3.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total
|
|
$
|
654,841
|
|
|
$
|
17,478
|
|
|
3.6
|
%
|
|
$
|
306,396
|
|
|
$
|
7,925
|
|
|
3.4
|
%
|
Net interest income/spread
|
|
|
|
$
|
43,285
|
|
|
2.8
|
%
|
|
|
|
$
|
30,416
|
|
|
3.3
|
%
|
||||
Average leverage %
(5)
|
|
51.9
|
%
|
|
|
|
|
|
40.1
|
%
|
|
|
|
|
||||||||
Weighted average levered yield
(6)
|
|
|
|
|
|
7.9
|
%
|
|
|
|
|
|
8.0
|
%
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Asset management and subordinated performance fee
|
|
$
|
7,091
|
|
|
$
|
3,741
|
|
Acquisition fees
|
|
635
|
|
|
5,958
|
|
||
Professional fees
|
|
4,226
|
|
|
3,136
|
|
||
Administrative services expenses
|
|
3,835
|
|
|
—
|
|
||
Other expenses
|
|
2,092
|
|
|
919
|
|
||
Total expenses from operations
|
|
$
|
17,879
|
|
|
$
|
13,754
|
|
|
|
Amount
|
|
|
|
|
|
Weighted Average
|
|||||||||
Counterparty
|
|
Outstanding
|
|
Accrued Interest
|
|
Collateral Pledged (*)
|
|
Interest Rate
|
|
Days to Maturity
|
|||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||||
J.P. Morgan Securities LLC
|
|
$
|
65,295
|
|
|
$
|
65
|
|
|
$
|
102,663
|
|
|
2.38
|
%
|
|
14
|
Citigroup Global Markets, Inc.
|
|
3,878
|
|
|
1
|
|
|
4,807
|
|
|
1.88
|
%
|
|
26
|
|||
Wells Fargo Securities, LLC
|
|
3,525
|
|
|
3
|
|
|
4,813
|
|
|
1.86
|
%
|
|
12
|
|||
Total/Weighted Average
|
|
$
|
72,698
|
|
|
$
|
69
|
|
|
$
|
112,283
|
|
|
2.33
|
%
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||||
J.P. Morgan Securities LLC
|
|
$
|
86,898
|
|
|
$
|
108
|
|
|
$
|
130,618
|
|
|
2.03
|
%
|
|
8
|
Citigroup Global Markets, Inc.
|
|
26,619
|
|
|
71
|
|
|
35,528
|
|
|
2.00
|
%
|
|
45
|
|||
Wells Fargo Securities, LLC
|
|
3,694
|
|
|
3
|
|
|
4,925
|
|
|
1.67
|
%
|
|
13
|
|||
Total/Weighted Average
|
|
$
|
117,211
|
|
|
$
|
182
|
|
|
$
|
171,071
|
|
|
2.01
|
%
|
|
17
|
Nine Months Ended September 30, 2016
Payment Date |
|
|
|
Amount Paid in Cash
|
|
Amount Issued under DRIP
|
||||
January 4, 2016
|
|
|
|
$
|
3,225
|
|
|
$
|
2,324
|
|
February 2, 2016
|
|
|
|
3,337
|
|
|
2,159
|
|
||
March 2, 2016
|
|
|
|
3,057
|
|
|
2,099
|
|
||
April 1, 2016
|
|
|
|
3,342
|
|
|
2,188
|
|
||
May 2, 2016
|
|
|
|
3,296
|
|
|
2,068
|
|
||
June 1, 2016
|
|
|
|
3,446
|
|
|
2,112
|
|
||
July 1, 2016
|
|
|
|
3,361
|
|
|
2,034
|
|
||
August 3, 2016
|
|
|
|
3,423
|
|
|
2,070
|
|
||
September 1, 2016
|
|
|
|
3,465
|
|
|
2,045
|
|
||
Total
|
|
|
|
$
|
29,952
|
|
|
$
|
19,099
|
|
Nine Months Ended September 30, 2015
Payment Date |
|
Amount Paid in Cash
|
|
Amount Issued under DRIP
|
||||||
January 2, 2015
|
|
|
|
$
|
1,512
|
|
|
$
|
1,109
|
|
February 2, 2015
|
|
|
|
1,618
|
|
|
1,182
|
|
||
March 2, 2015
|
|
|
|
1,568
|
|
|
1,153
|
|
||
April 1, 2015
|
|
|
|
1,873
|
|
|
1,395
|
|
||
May 1, 2015
|
|
|
|
1,972
|
|
|
1,478
|
|
||
June 1, 2015
|
|
|
|
2,216
|
|
|
1,657
|
|
||
July 1, 2015
|
|
|
|
2,283
|
|
|
1,737
|
|
||
August 3, 2015
|
|
|
|
2,510
|
|
|
1,907
|
|
||
September 1, 2015
|
|
|
|
2,663
|
|
|
2,025
|
|
||
Total
|
|
|
|
$
|
18,215
|
|
|
$
|
13,643
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash distributions paid
|
|
$
|
10,249
|
|
|
|
|
$
|
7,456
|
|
|
|
|
$
|
29,952
|
|
|
|
|
$
|
18,215
|
|
|
|
||||
Distributions reinvested
|
|
6,149
|
|
|
|
|
5,669
|
|
|
|
|
19,099
|
|
|
|
|
13,643
|
|
|
|
||||||||
Total distributions
|
|
$
|
16,398
|
|
|
|
|
$
|
13,125
|
|
|
|
|
$
|
49,051
|
|
|
|
|
$
|
31,858
|
|
|
|
||||
Source of distribution coverage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows provided by operations
|
|
$
|
8,349
|
|
|
50.9
|
%
|
|
$
|
6,487
|
|
|
49.4
|
%
|
|
$
|
27,553
|
|
|
56.2
|
%
|
|
$
|
16,797
|
|
|
52.7
|
%
|
Proceeds from issuance of common stock
|
|
—
|
|
|
—
|
%
|
|
969
|
|
|
7.4
|
%
|
|
—
|
|
|
—
|
%
|
|
1,418
|
|
|
4.5
|
%
|
||||
Available cash on hand
|
|
1,900
|
|
|
11.6
|
%
|
|
—
|
|
|
—
|
%
|
|
2,399
|
|
|
4.9
|
%
|
|
—
|
|
|
—
|
%
|
||||
Common stock issued under DRIP
|
|
6,149
|
|
|
37.5
|
%
|
|
5,669
|
|
|
43.2
|
%
|
|
19,099
|
|
|
38.9
|
%
|
|
13,643
|
|
|
42.8
|
%
|
||||
Total sources of distributions
|
|
$
|
16,398
|
|
|
100.0
|
%
|
|
$
|
13,125
|
|
|
100.0
|
%
|
|
$
|
49,051
|
|
|
100.0
|
%
|
|
$
|
31,858
|
|
|
100.0
|
%
|
Cash flows provided by operations (GAAP)
|
|
$
|
8,349
|
|
|
|
|
$
|
15,646
|
|
|
|
|
$
|
27,553
|
|
|
|
|
$
|
16,797
|
|
|
|
||||
Net income (GAAP)
|
|
$
|
5,373
|
|
|
|
|
$
|
7,425
|
|
|
|
|
$
|
23,653
|
|
|
|
|
$
|
16,360
|
|
|
|
|
|
For the Period from November 15, 2012 (date of inception) to September 30, 2016
|
||
Distributions paid:
|
|
|
||
Common stockholders in cash
|
|
$
|
64,779
|
|
Common stockholders pursuant to DRIP / offering proceeds
|
|
44,476
|
|
|
Total distributions paid
|
|
$
|
109,255
|
|
Reconciliation of net income:
|
|
|
|
|
Net interest income
|
|
$
|
104,423
|
|
Loss on sale of securities
|
|
(920
|
)
|
|
Acquisition fees
|
|
(12,937
|
)
|
|
Other operating expenses
|
|
(36,479
|
)
|
|
Net income
|
|
54,087
|
|
|
Cash flows provided by operations
|
|
$
|
56,447
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Payable as of
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
Total commissions and fees incurred from the Former Dealer Manager in connection with the offering
|
|
$
|
—
|
|
|
$
|
9,932
|
|
|
$
|
—
|
|
|
$
|
30,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total compensation and reimbursement for services provided by the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager
|
|
—
|
|
|
1,957
|
|
|
—
|
|
|
5,805
|
|
|
480
|
|
|
480
|
|
||||||
Acquisition fees and expenses
(1)
|
|
255
|
|
|
572
|
|
|
635
|
|
|
8,441
|
|
|
28
|
|
|
55
|
|
||||||
Administrative services expenses
|
|
2,480
|
|
|
—
|
|
|
3,835
|
|
|
—
|
|
|
1,500
|
|
|
|
|||||||
Advisory and investment banking fee
|
|
—
|
|
|
14
|
|
|
6
|
|
|
42
|
|
|
—
|
|
|
—
|
|
||||||
Asset management and subordinated performance fee
|
|
1,066
|
|
|
2,405
|
|
|
7,091
|
|
|
3,741
|
|
|
758
|
|
|
3,792
|
|
||||||
Other related party expenses
|
|
6
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||||
Total
|
|
$
|
3,807
|
|
|
$
|
14,880
|
|
|
$
|
11,623
|
|
|
$
|
48,729
|
|
|
$
|
2,798
|
|
|
$
|
4,327
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Funds From Operations:
|
|
|
|
|
|
|
|
|
||||||||
Net income (GAAP)
|
|
$
|
5,373
|
|
|
$
|
7,425
|
|
|
$
|
23,653
|
|
|
$
|
16,360
|
|
Funds from operations
|
|
$
|
5,373
|
|
|
$
|
7,425
|
|
|
$
|
23,653
|
|
|
$
|
16,360
|
|
Modified Funds From Operations:
|
|
|
|
|
|
|
|
|
||||||||
Funds from operations
|
|
$
|
5,373
|
|
|
$
|
7,425
|
|
|
$
|
23,653
|
|
|
$
|
16,360
|
|
Accretion of premiums, discounts and fees on investments, net
|
|
(619
|
)
|
|
(369
|
)
|
|
(1,761
|
)
|
|
(877
|
)
|
||||
Acquisition fees
|
|
255
|
|
|
1,777
|
|
|
635
|
|
|
5,958
|
|
||||
Loan loss (recovery)/provision
|
|
(113
|
)
|
|
78
|
|
|
721
|
|
|
302
|
|
||||
Modified funds from operations
|
|
$
|
4,896
|
|
|
$
|
8,911
|
|
|
$
|
23,248
|
|
|
$
|
21,743
|
|
|
|
Estimated Percentage Change in Interest Income Net of Interest Expense
|
||||
Change in Interest Rates
|
|
September 30, 2016
|
|
December 31, 2015
|
||
(-) 25 Basis Points
|
|
(2.02
|
)%
|
|
(2.38
|
)%
|
Base Interest Rate
|
|
—
|
%
|
|
—
|
%
|
(+) 50 Basis Points
|
|
4.03
|
%
|
|
4.81
|
%
|
(+) 100 Basis Points
|
|
8.06
|
%
|
|
9.61
|
%
|
Exhibit No.
|
|
Description
|
3.1
*
|
|
Articles of Restatement, dated November 14, 2016.
|
10.1
(1)
|
|
Second Amendment to Master Repurchase Agreement and Second Amendment to Fee Letter, dated as of September 2, 2016, by and among Barclays Bank PLC, RFT BB Loan, LLC and Realty Finance Trust, Inc.
|
10.2
(2)
|
|
Advisory Agreement, by and among Realty Finance Trust, Inc. Realty Finance Operating Partnership, L.P. and Benefit Street Partners L.L.C.
|
10.3
(3)
|
|
Amendment No. 4 to Master Repurchase Agreement, dated as of October 5, 2016, by and among RFT JPM Loan, LLC, JP Morgan Chase Bank, National Association, Realty Finance Special Limited Partnership, LLC and Realty Finance Advisors, LLC.
|
10.4
*
|
|
Form of Indemnification Agreement, by and between the Company and Indemnitee.
|
31.1
*
|
|
Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
*
|
|
Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
*
|
|
Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
*
|
|
XBRL (eXtensible Business Reporting Language). The following materials from Realty Finance Trust, Inc.’s Quarterly Report on Form 10-Q for the three months ended September 30, 2016, formatted in XBRL: (i) the consolidated Balance Sheets, (ii) the consolidated Statements of Operations, (iii) the consolidated Statements of Comprehensive Income, (iv) the consolidated Statement of Changes in Stockholders' Equity, (v) the consolidated Statements of Cash Flows and (vi) the Notes to the consolidated Financial Statements.
|
|
REALTY FINANCE TRUST, INC.
|
|
|
Dated: November 14, 2016
|
By:
/s/ Richard J. Byrne
Name: Richard J. Byrne
Title: Chief Executive Officer and President
(Principal Executive Officer)
|
|
|
Dated: November 14, 2016
|
By:
/s/ Jerome S. Baglien
Name: Jerome S. Baglien
Title: Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
for the quarter ended
September 30, 2016
of Realty Finance Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
|
November 14, 2016
|
|
/s/ Richard J. Byrne
|
|
|
|
|
Richard J. Byrne
Chief Executive Officer and President
(Principal Executive Officer)
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
for the quarter ended
September 30, 2016
of Realty Finance Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
|
November 14, 2016
|
|
/s/ Jerome S. Baglien
|
|
|
|
|
Jerome S. Baglien
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
Date:
|
|
November 14, 2016
|
|
/s/ Richard J. Byrne
|
|
|
|
|
Richard J. Byrne
Chief Executive Officer and President
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
/s/ Jerome S. Baglien
|
|
|
|
|
Jerome S. Baglien
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |