(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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46-1406086
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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9 West 57th Street, Suite 4920, New York, NY
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10019
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(Address of principal executive offices)
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(Zip Code)
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(212) 588-6770
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(Registrant's telephone number, including area code)
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Securities registered pursuant to section 12(b) of the Act: None
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Securities registered pursuant to section 12(g) of the Act: Common stock, $0.01 par value per share (Title of class)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Page
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•
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our business and investment strategy;
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our ability to make investments in a timely manner or on acceptable terms;
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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;
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the effect of general market, real estate market, economic and political conditions, including the recent economic slowdown and dislocation in the global credit markets;
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our ability to make scheduled payments on our debt obligations;
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our ability to generate sufficient cash flows to make distributions to our stockholders;
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our ability to generate sufficient debt and equity capital to fund additional investments;
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our ability to refinance our existing financing arrangements;
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the degree and nature of our competition;
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the availability of qualified personnel;
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we may be deemed to be an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and thus subject to regulation under the Investment Company Act; and
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our ability to maintain our qualification as a real estate investment trust ("REIT").
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to pay attractive and stable cash distributions to stockholders; and
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to preserve and return stockholders’ invested capital.
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The real estate debt business will be 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.
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The real estate securities business will be 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.
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result in misstated financial reports, violations of loan covenants, missed reporting deadlines and/or missed permitting deadlines;
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affect our ability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;
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result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
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result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space;
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require significant management attention and resources to remedy any damages that result;
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subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or
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adversely impact our reputation among our tenants and investors generally.
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any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or
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an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation.
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80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
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two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
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limitations on capital structure;
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restrictions on specified investments;
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prohibitions on transactions with affiliates; and
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compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.
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natural disasters, such as hurricanes, earthquakes and floods;
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acts of war or terrorism, including the consequences of terrorist attacks;
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adverse changes in national and local economic and real estate conditions;
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an oversupply of (or a reduction in demand for) space in the areas where particular properties are located and the attractiveness of particular properties to prospective tenants;
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changes in interest rates and availability of permanent mortgage funds that my render the sale of property difficult or unattractive;
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changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance therewith and the potential for liability under applicable laws;
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costs of remediation and liabilities associated with environmental conditions affecting properties; and
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the potential for uninsured or underinsured property losses; and
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periods of high interest rates and tight money supply.
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macroeconomic and local economic conditions;
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tenant mix;
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success of tenant businesses;
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property management decisions;
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property location and condition;
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property operating costs, including insurance premiums, real estate taxes and maintenance costs;
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competition from comparable types of properties;
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effects on a particular industry applicable to the property, such as hotel vacancy rates;
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changes in governmental rules, regulations and fiscal policies, including environmental legislation;
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changes in laws that increase operating expenses or limit rents that may be charged;
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any need to address environmental contamination at the property;
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the occurrence of any uninsured casualty at the property;
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changes in national, regional or local economic conditions and/or specific industry segments;
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declines in regional or local real estate values;
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branding, marketing and operational strategies;
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declines in regional or local rental or occupancy rates;
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increases in interest rates;
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real estate tax rates and other operating expenses;
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acts of God;
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social unrest and civil disturbances;
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terrorism; and
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increases in costs associated with renovation and/or construction.
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interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;
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available interest rate hedging may not correspond directly with the interest rate risk for which protection is sought;
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the duration of the hedge may not match the duration of the related liability or asset;
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our hedging opportunities may be limited by the treatment of income from hedging transactions under the rules determining REIT qualification;
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the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;
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the party owing money in the hedging transaction may default on its obligation to pay; and
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we may purchase a hedge that turns out not to be necessary.
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that our co-venturer or partner in an investment could become insolvent or bankrupt;
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that such co-venturer or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals; or
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that such co-venturer or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives.
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In order to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income (determined before the deduction of dividends paid and excluding net capital gains) to our stockholders. To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed income.
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We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.
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If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we must pay a tax on that income at the highest corporate income tax rate.
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If we sell an asset, other than a foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, our gain would be subject to the 100% “prohibited transaction” tax.
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Any U.S. taxable REIT subsidiary ("TRS") of ours will be subject to federal corporate income tax on its taxable income, and non-arm’s length transactions between us and any TRS, for example, excessive rents charged to a TRS, could be subject to a 100% tax.
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any investment is consistent with the its fiduciary obligations under ERISA and the Internal Revenue Code, or any other applicable governing authority in the case of a government plan; the investment is made in accordance with the documents and instruments governing the Benefit Plan, including the Benefit Plan’s investment policy;
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the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA, if applicable, and other applicable provisions of ERISA and the Internal Revenue Code;
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the investment will not impair the liquidity of the Benefit Plan;
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the investment will not produce unrelated business taxable income for the Benefit Plan;
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they will be able to value the assets of the Benefit Plan annually in accordance with the applicable provisions of ERISA and the Internal Revenue Code; and
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the investment will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.
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Year Ended December 31,
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2016
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2015
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Distributions:
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Cash distributions paid
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$
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40,251
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$
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26,949
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Distributions reinvested
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25,047
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20,161
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Total distributions
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$
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65,298
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$
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47,110
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Source of distribution coverage:
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Cash flows provided by operations
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$
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35,024
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53.6
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%
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$
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25,433
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54.0
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%
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Proceeds from issuance of common stock
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—
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—
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%
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1,516
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3.2
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%
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Available cash on hand
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5,227
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8.0
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%
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—
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—
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%
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Common stock issued under DRIP
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25,047
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38.4
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%
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20,161
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42.8
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%
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Total sources of distributions
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$
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65,298
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100.0
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%
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$
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47,110
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100.0
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%
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Cash flows provided by operations (GAAP)
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$
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35,024
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$
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25,433
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Net income (GAAP)
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$
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29,990
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$
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24,933
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Plan Category
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Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
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Weighted-Average Exercise of Price of Outstanding Options, Warrants, and Rights
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Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
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Equity compensation plans approved by security holders
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—
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—
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—
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Equity compensation plans not approved by security holders
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—
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—
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3,984,586
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Total
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—
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—
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3,984,586
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Number of Requests
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Number of Shares Repurchased
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Average Price per Share
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Cumulative as of January 1, 2013
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—
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—
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—
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Year ended December 31, 2013
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1
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1,400
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25.00
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Cumulative as of December 31, 2013
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1
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1,400
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25.00
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Year ended December 31, 2014
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9
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19,355
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23.94
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Cumulative as of December 31, 2014
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10
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20,755
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24.01
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Year ended December 31, 2015
(1)
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291
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360,719
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23.70
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Cumulative as of December 31, 2015
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301
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381,474
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23.72
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Year ended December 31, 2016
(2)(3)
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684
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537,209
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24.11
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Cumulative as of December 31, 2016
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985
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918,683
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23.94
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December 31,
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Balance sheet data (in thousands)
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2016
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2015
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Commercial mortgage loans, held for investment, net
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$
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1,046,556
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$
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1,124,201
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Commercial mortgage loans, held-for-sale, measured at fair value
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21,179
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—
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Real estate securities, available for sale, at fair value
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49,049
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130,754
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Total assets
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1,248,125
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1,282,484
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Collateralized loan obligations
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278,450
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287,229
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Repurchase agreements - commercial mortgage loans
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257,664
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206,239
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Repurchase agreements - real estate securities
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66,639
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117,211
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Total liabilities
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614,475
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628,155
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Total stockholders' equity
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633,650
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654,329
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Year Ended December 31,
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Operating data (in thousands)
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2016
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2015
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2014
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2013
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2012
(1)
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Net interest income:
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Interest income
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$
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79,404
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$
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59,393
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$
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15,466
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$
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775
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$
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—
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Interest expense
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23,169
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12,268
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2,196
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32
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—
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Net interest income
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56,235
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47,125
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13,270
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743
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—
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Expenses:
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Asset management and subordinated performance fee
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9,504
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7,615
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604
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—
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—
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Acquisition fees and acquisition expenses
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806
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7,916
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4,386
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—
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—
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Administrative services expenses
(2)
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4,376
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644
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—
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—
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—
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Other expenses
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7,803
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5,699
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2,198
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641
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16
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Total operating expenses
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22,489
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21,874
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7,188
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641
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16
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Loan loss provision
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1,293
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318
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570
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—
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—
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Realized loss on sale of real estate securities
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1,906
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—
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—
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—
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—
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Impairment losses of real estate securities
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310
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—
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—
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—
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—
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Unrealized losses on loans held-for-sale
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247
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—
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—
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—
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—
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Realized gain on sale of commercial mortgage loan
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—
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—
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112
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—
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—
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Income (loss) before income taxes
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29,990
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24,933
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5,624
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102
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(16
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Income tax provision
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—
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—
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209
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—
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—
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Net income (loss)
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$
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29,990
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$
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24,933
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$
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5,415
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$
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102
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$
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(16
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Basic net income per share
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$
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0.95
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$
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1.03
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$
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0.75
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$
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0.19
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NM
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Diluted net income per share
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$
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0.95
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$
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1.03
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$
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0.75
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$
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0.19
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NM
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Basic weighted average shares outstanding
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31,659,274
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24,253,905
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7,227,169
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526,084
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8,888
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Diluted weighted average shares outstanding
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31,666,504
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24,259,169
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7,232,559
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530,096
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8,888
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Distributions per common share
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$
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2.06
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$
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2.06
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$
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2.06
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$
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1.22
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$
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—
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•
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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.
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•
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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.
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Loan Type
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Property Type
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Par Value
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Interest Rate
(1)
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Effective Yield
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Loan to Value
(2)
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Mezzanine 9
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Multifamily
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5,000
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9.00%
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8.73%
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73.9%
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Mezzanine 10
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Multifamily
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3,480
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9.50%
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9.42%
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84.5%
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Mezzanine 11
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Office
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10,000
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1M LIBOR + 8.00%
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8.70%
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80.0%
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Mezzanine 12
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Multifamily
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4,000
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12.00%
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11.75%
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74.5%
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Mezzanine 13
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Office
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10,000
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10.00%
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10.92%
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79.0%
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Mezzanine 14
(3)
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Office
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10,000
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1M LIBOR + 10.75%
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15.70%
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80.0%
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Mezzanine 15
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Hospitality
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7,140
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10.00%
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11.50%
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73.9%
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Mezzanine 16
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Hospitality
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3,900
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10.00%
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11.50%
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73.9%
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Mezzanine 17
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Hospitality
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12,510
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10.00%
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11.50%
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73.9%
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Mezzanine 18
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Hospitality
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8,050
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10.00%
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11.50%
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73.9%
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Mezzanine 19
(3)
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Office
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9,000
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10.50%
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10.37%
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85.0%
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Mezzanine 20
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Hospitality
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6,182
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5.46%
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12.90%
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76.7%
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Mezzanine 21
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Hospitality
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12,350
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1M LIBOR + 10.00%
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10.70%
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74.0%
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Subordinate 1
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Retail
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10,000
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11.00%
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11.00%
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50.1%
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$1,077,237
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6.34%
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73.1%
|
•
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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.
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•
|
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.
|
|
|
Years Ended December 31,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
Average Carrying Value
(1)
|
|
Interest Income/Expense
(2)
|
|
WA Yield/Financing Cost
(3)
|
|
Average Carrying Value
(1)
|
|
Interest Income/Expense
(2)
|
|
WA Yield/Financing Cost
(3)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate debt
|
|
$
|
1,123,992
|
|
|
$
|
73,884
|
|
|
6.6
|
%
|
|
$
|
719,206
|
|
|
$
|
56,040
|
|
|
7.8
|
%
|
Real estate securities
|
|
109,035
|
|
|
5,520
|
|
|
5.1
|
%
|
|
84,803
|
|
|
3,353
|
|
|
4.0
|
%
|
||||
Total
|
|
1,233,027
|
|
|
79,404
|
|
|
6.4
|
%
|
|
804,009
|
|
|
59,393
|
|
|
7.4
|
%
|
||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase Agreements - Loans
|
|
250,788
|
|
|
12,079
|
|
|
4.8
|
%
|
|
262,727
|
|
|
9,543
|
|
|
3.6
|
%
|
||||
Repurchase Agreements - Securities
|
|
106,086
|
|
|
2,450
|
|
|
2.3
|
%
|
|
63,687
|
|
|
1,119
|
|
|
1.8
|
%
|
||||
Collateralized loan obligations
|
|
286,936
|
|
|
8,640
|
|
|
3.0
|
%
|
|
58,223
|
|
|
1,606
|
|
|
2.8
|
%
|
||||
Total
|
|
643,810
|
|
|
23,169
|
|
|
3.6
|
%
|
|
384,637
|
|
|
12,268
|
|
|
3.2
|
%
|
||||
Net interest income/spread
|
|
|
|
$
|
56,235
|
|
|
2.8
|
%
|
|
|
|
$
|
47,125
|
|
|
4.2
|
%
|
||||
Average leverage %
(4)
|
|
52.2
|
%
|
|
|
|
|
|
47.8
|
%
|
|
|
|
|
||||||||
Weighted average levered yield
(5)
|
|
|
|
|
|
7.9
|
%
|
|
|
|
|
|
|
9.4
|
%
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Asset management and subordinated performance fee
|
|
$
|
9,504
|
|
|
$
|
7,615
|
|
Acquisition fees and acquisition expenses
|
|
806
|
|
|
7,916
|
|
||
Administrative services expenses
(1)
|
|
4,376
|
|
|
644
|
|
||
Professional fees
|
|
5,467
|
|
|
4,353
|
|
||
Other expenses
(2)
|
|
2,336
|
|
|
1,346
|
|
||
Total expenses from operations
|
|
$
|
22,489
|
|
|
$
|
21,874
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||||||||
|
|
Average Carrying Value
(1)
|
|
Interest Income/Expense
(2)
|
|
WA Yield/Financing Cost
(3)
|
|
Average Carrying Value
(1)
|
|
Interest Income/Expense
(2)
|
|
WA Yield/Financing Cost
(3)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate debt
|
|
$
|
719,206
|
|
|
$
|
56,040
|
|
|
7.8
|
%
|
|
$
|
199,681
|
|
|
$
|
14,733
|
|
|
7.4
|
%
|
Real estate securities
|
|
84,803
|
|
|
3,353
|
|
|
4.0
|
%
|
|
24,630
|
|
|
733
|
|
|
3.0
|
%
|
||||
Total
|
|
804,009
|
|
|
59,393
|
|
|
7.4
|
%
|
|
224,311
|
|
|
15,466
|
|
|
6.9
|
%
|
||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase Agreements - Loans
|
|
262,727
|
|
|
9,543
|
|
|
3.6
|
%
|
|
53,953
|
|
|
1,985
|
|
|
3.7
|
%
|
||||
Repurchase Agreements - Securities
|
|
63,687
|
|
|
1,119
|
|
|
1.8
|
%
|
|
12,286
|
|
|
211
|
|
|
1.7
|
%
|
||||
Collateralized loan obligations
|
|
58,223
|
|
|
1,606
|
|
|
2.8
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total
|
|
384,637
|
|
|
12,268
|
|
|
3.2
|
%
|
|
66,239
|
|
|
2,196
|
|
|
3.3
|
%
|
||||
Net interest income/spread
|
|
|
|
$
|
47,125
|
|
|
4.2
|
%
|
|
|
|
$
|
13,270
|
|
|
3.6
|
%
|
||||
Average leverage %
(4)
|
|
47.8
|
%
|
|
|
|
|
|
29.5
|
%
|
|
|
|
|
||||||||
Weighted average levered yield
(5)
|
|
|
|
|
|
9.4
|
%
|
|
|
|
|
|
8.0
|
%
|
|
|
Year Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Asset management and subordinated performance fee
|
|
$
|
7,615
|
|
|
$
|
604
|
|
Acquisition fees and acquisition expenses
|
|
7,916
|
|
|
4,386
|
|
||
Administrative services expenses
(1)
|
|
644
|
|
|
—
|
|
||
Professional fees
|
|
4,353
|
|
|
1,050
|
|
||
Other expenses
(2)
|
|
1,346
|
|
|
1,148
|
|
||
Total expenses from operations
|
|
$
|
21,874
|
|
|
$
|
7,188
|
|
|
|
Amount
|
|
|
|
|
|
Weighted Average
|
||||||||||
Counterparty
|
|
Outstanding
|
|
Accrued Interest
|
|
Collateral Pledged
(*)
|
|
Interest Rate
|
|
Days to Maturity
|
||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||
J.P. Morgan Securities LLC
|
|
$
|
59,122
|
|
|
$
|
96
|
|
|
$
|
92,658
|
|
|
2.55
|
%
|
|
6
|
|
Citigroup Global Markets, Inc.
|
|
3,879
|
|
|
1
|
|
|
4,850
|
|
|
2.11
|
%
|
|
26
|
|
|||
Wells Fargo Securities, LLC
|
|
3,638
|
|
|
4
|
|
|
4,850
|
|
|
2.05
|
%
|
|
13
|
|
|||
Total/Weighted Average
|
|
$
|
66,639
|
|
|
$
|
101
|
|
|
$
|
102,358
|
|
|
2.50
|
%
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
Year Ended December 31, 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
|
|
||
October 3, 2016
|
|
3,371
|
|
|
1,968
|
|
||
November 3, 2016
|
|
3,505
|
|
|
2,028
|
|
||
December 3, 2016
|
|
3,423
|
|
|
1,952
|
|
||
Total
|
|
$
|
40,251
|
|
|
$
|
25,047
|
|
Year Ended December 31, 2015
Payment Date |
|
Amount Paid in Cash
|
|
Amount Issued under DRIP
|
||||
January 2, 2015
|
|
$
|
1,511
|
|
|
$
|
1,109
|
|
February 2, 2015
|
|
1,618
|
|
|
1,182
|
|
||
March 2, 2015
|
|
1,567
|
|
|
1,153
|
|
||
April 1, 2015
|
|
1,873
|
|
|
1,394
|
|
||
May 1, 2015
|
|
1,972
|
|
|
1,478
|
|
||
June 1, 2015
|
|
2,216
|
|
|
1,656
|
|
||
July 1, 2015
|
|
2,282
|
|
|
1,738
|
|
||
August 3, 2015
|
|
2,510
|
|
|
1,907
|
|
||
September 1, 2015
|
|
2,663
|
|
|
2,026
|
|
||
October 2, 2015
|
|
2,723
|
|
|
2,042
|
|
||
November 2, 2015
|
|
2,962
|
|
|
2,218
|
|
||
December 1, 2015
|
|
3,052
|
|
|
2,258
|
|
||
Total
|
|
$
|
26,949
|
|
|
$
|
20,161
|
|
|
Year Ended December 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
Distributions:
|
|
|
|
|
|
|
|
||||||
Cash distributions paid
|
$
|
40,251
|
|
|
|
|
$
|
26,949
|
|
|
|
||
Distributions reinvested
|
25,047
|
|
|
|
|
20,161
|
|
|
|
||||
Total distributions
|
$
|
65,298
|
|
|
|
|
$
|
47,110
|
|
|
|
||
Source of distribution coverage:
|
|
|
|
|
|
|
|
||||||
Cash flows provided by operations
|
$
|
35,024
|
|
|
53.6
|
%
|
|
$
|
25,433
|
|
|
54.0
|
%
|
Proceeds from issuance of common stock
|
—
|
|
|
—
|
%
|
|
1,516
|
|
|
3.2
|
%
|
||
Available cash on hand
|
5,227
|
|
|
8.0
|
%
|
|
—
|
|
|
—
|
%
|
||
Common stock issued under DRIP
|
25,047
|
|
|
38.4
|
%
|
|
20,161
|
|
|
42.8
|
%
|
||
Total sources of distributions
|
$
|
65,298
|
|
|
100.0
|
%
|
|
$
|
47,110
|
|
|
100.0
|
%
|
Cash flows provided by operations (GAAP)
|
$
|
35,024
|
|
|
|
|
$
|
25,433
|
|
|
|
||
Net income (GAAP)
|
$
|
29,990
|
|
|
|
|
$
|
24,933
|
|
|
|
|
|
For the period from November 15, 2012 (date of inception) to December 31, 2016
|
||
Distributions paid:
|
|
|
||
Common stockholders in cash
|
|
$
|
75,078
|
|
Common stockholders pursuant to DRIP / offering proceeds
|
|
50,424
|
|
|
Total distributions paid
|
|
$
|
125,502
|
|
Reconciliation of net income:
|
|
|
|
|
Net interest income
|
|
$
|
117,373
|
|
Realized loss on sale of real estate securities
|
|
(1,906
|
)
|
|
Realized gain on sale of commercial mortgage loan
|
|
112
|
|
|
Acquisition fees
|
|
(13,108
|
)
|
|
Other operating expenses
|
|
(41,490
|
)
|
|
Net income
|
|
$
|
60,981
|
|
Cash flows provided by operations
|
|
$
|
63,918
|
|
|
|
Less than 1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
More than 5 years
|
|
Total
|
||||||||||
Unfunded loan commitments
(1)
|
|
$
|
7,794
|
|
|
$
|
71,440
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79,234
|
|
JPM Repo Facility
|
|
257,664
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257,664
|
|
|||||
CLO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285,036
|
|
|
285,036
|
|
|||||
JPM MRA
|
|
59,122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,122
|
|
|||||
Citi MRA
|
|
3,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,879
|
|
|||||
Wells MRA
|
|
3,638
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,638
|
|
|||||
Total
|
|
$
|
332,097
|
|
|
$
|
71,440
|
|
|
$
|
—
|
|
|
$
|
285,036
|
|
|
$
|
688,573
|
|
|
|
Year Ended December 31,
|
|
Payable as of December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
||||||||||
Total commissions and fees incurred from the Former Dealer Manager in connection with the offering
|
|
$
|
—
|
|
|
$
|
37,092
|
|
|
$
|
33,190
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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)
|
|
—
|
|
|
7,442
|
|
|
2,627
|
|
|
480
|
|
|
480
|
|
|||||
Acquisition fees and expenses
(2)
|
|
806
|
|
|
12,286
|
|
|
6,578
|
|
|
—
|
|
|
20
|
|
|||||
Administrative services expenses
(3)
|
|
4,376
|
|
|
644
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|||||
Advisory and investment banking fee
|
|
6
|
|
|
56
|
|
|
542
|
|
|
—
|
|
|
—
|
|
|||||
Asset management and subordinated performance fee
|
|
9,504
|
|
|
7,615
|
|
|
604
|
|
|
2,439
|
|
|
3,792
|
|
|||||
Other related party expenses
|
|
84
|
|
|
364
|
|
|
—
|
|
|
145
|
|
|
35
|
|
|||||
Total
|
|
$
|
14,776
|
|
|
$
|
65,499
|
|
|
$
|
43,541
|
|
|
$
|
4,064
|
|
|
$
|
4,327
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Funds From Operations:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
29,990
|
|
|
$
|
24,933
|
|
|
$
|
5,415
|
|
Funds from operations
|
|
$
|
29,990
|
|
|
$
|
24,933
|
|
|
$
|
5,415
|
|
Modified Funds From Operations:
|
|
|
|
|
|
|
||||||
Funds from operations
|
|
$
|
29,990
|
|
|
$
|
24,933
|
|
|
$
|
5,415
|
|
Amortization of premiums, discounts and fees on investments, net
|
|
(2,336
|
)
|
|
(1,561
|
)
|
|
(565
|
)
|
|||
Acquisition fees and acquisition expenses
|
|
806
|
|
|
7,916
|
|
|
4,386
|
|
|||
Impairment losses on real estate securities
|
|
310
|
|
|
—
|
|
|
—
|
|
|||
Unrealized losses on loans held-for-sale
|
|
247
|
|
|
—
|
|
|
—
|
|
|||
Loan loss provision
|
|
1,293
|
|
|
318
|
|
|
570
|
|
|||
Modified funds from operations
|
|
$
|
30,310
|
|
|
$
|
31,606
|
|
|
$
|
9,806
|
|
|
|
Estimated Percentage Change in Interest Income Net of Interest Expense
|
||||
Change in Interest Rates
|
|
December 31, 2016
|
|
December 31, 2015
|
||
(-) 25 Basis Points
|
|
(1.94
|
)%
|
|
(2.38
|
)%
|
Base Interest Rate
|
|
—
|
%
|
|
—
|
%
|
(+) 50 Basis Points
|
|
3.89
|
%
|
|
4.81
|
%
|
(+) 100 Basis Points
|
|
7.78
|
%
|
|
9.61
|
%
|
Exhibit No.
|
|
Description
|
3.1
(1)
|
|
Articles of Restatement, dated as of November 14, 2016
|
3.2
(2)
|
|
Articles of Amendment, effective January 30, 2017
|
3.3
(3)
|
|
Bylaws
|
4.1
(4)
|
|
Amended and Restated Agreement of Limited Partnership of Benefit Street Partners Realty Operating Partnership, L.P., dated as of December 31, 2014
|
4.2
*
|
|
Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Benefit Street Partners Realty Operating Partnership, L.P., dated as of February 9, 2017
|
10.1
*
|
|
Amended and Restated Employee and Director Incentive Restricted Share Plan
|
10.2
*
|
|
Form of Director Restricted Share Award Agreement
|
10.3
(5)
|
|
Uncommitted Master Repurchase Agreement, dated as of June 18, 2014, between the Company JPM Loan, LLC and JPMorgan Chase Bank, National Association
|
10.4
(6)
|
|
Amendment No.1 to Master Repurchase Agreement, dated as of June 24, 2015, by and between the Company, JPM Loan, LLC and JP Morgan Chase Bank, National Association
|
10.5
(7)
|
|
Amendment No. 2 to Master Repurchase Agreement, dated as of September 28, 2015, between the Company, JPM Loan, LLC and JPMorgan Chase Bank, National Association
|
10.6
(8)
|
|
Amendment No. 3 to Master Repurchase Agreement, dated as of December 30, 2015, between the Company, JPM Loan, LLC and JPMorgan Chase Bank, National Association
|
10.7
(9)
|
|
Amendment No. 4 to Master Repurchase Agreement, dated as of October 5, 2016, between the Company, JPM Loan, LLC and JPMorgan Chase Bank, National Association
|
10.8
(10)
|
|
Guarantee Agreement, dated as of June 18, 2014, between the Company and JPMorgan Chase Bank, National Association
|
10.9
(11)
|
|
Indenture, dated October 19, 2015, by and among RFT 2015-FL1 Issuer Ltd., as issuer, RFT 2015-FL1 Co-Issuer LLC, as issuer, Realty Finance Operating Partnership L.P., as advancing agent, and U.S. Bank National Association, as trustee, note administrator, paying agent, calculation agent, transfer agent, custodian, securities intermediary, backup advancing agent and notes registrar
|
10.10
(1)
|
|
Form of Director and Officer Indemnification Agreement
|
10.11
(12)
|
|
Advisory Agreement, dated as of September 29, 2016, by and among the Company, Benefit Street Partners Realty Operating Partnership, L.P. and Benefit Street Partners L.L.C.
|
10.12
(13)
|
|
Master Repurchase Agreement, dated December 27, 2016, between an affiliate of the Company and Goldman Sachs Bank USA
|
10.13
(13)
|
|
Guaranty, dated December 27, 2016, between the Company and Goldman Sachs Bank USA
|
21
*
|
|
Subsidiaries of the Registrant
|
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 Benefit Street Partners Realty Trust, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
|
(1)
|
Filed as an exhibit to our quarterly report on Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 14, 2016.
|
(2)
|
Filed as an exhibit to our current report on Form 8-K filed with the SEC on February 3, 2017.
|
(3)
|
Filed as an exhibit to Pre-Effective Amendment No. 1 to our Registration Statement on Form S-11/A filed with the SEC on January 23, 2013.
|
(4)
|
Filed as an exhibit to our current report on Form 8-K filed with the SEC on January 6, 2015.
|
(5)
|
Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 7 to our Registration Statement on Form S-11 filed with the SEC on July 11, 2014.
|
(6)
|
Filed as an exhibit to Pre-Effective Amendment No.1 to Post-Effective Amendment No.12 to our Registration Statement on Form S-11 filed with the SEC on July 8, 2015.
|
(7)
|
Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 13 filed with the SEC on October 8, 2015.
|
(8)
|
Filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 11, 2016.
|
(9)
|
Filed as an exhibit to our current report on Form 8-K filed with the SEC on October 12, 2016.
|
(10)
|
Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 8 to our Registration Statement on Form S-11 filed with the SEC on October 8, 2014.
|
(11)
|
Filed as an exhibit to our current report on Form 8-K filed with the SEC on October 23, 2015.
|
(12)
|
Filed as an exhibit to our current report on Form 8-K filed with the SEC on September 29, 2016.
|
(13)
|
Filed as an exhibit to our current report on Form 8-K filed with the SEC on January 3, 2017.
|
|
Benefit Street Partners Realty Trust, Inc.
|
|
|
By
|
/s/ Richard J. Byrne
|
|
|
Richard J. Byrne
|
|
|
Chief Executive Officer
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Richard J. Byrne
|
|
Chief Executive Officer and President
|
|
March 29, 2017
|
Richard J. Byrne
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jerome S. Baglien
|
|
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
|
March 29, 2017
|
Jerome S. Baglien
|
|
|
|
|
|
|
|
|
|
/s/ Elizabeth K. Tuppeny
|
|
Lead Independent Director
|
|
March 29, 2017
|
Elizabeth K. Tuppeny
|
|
|
|
|
|
|
|
|
|
/s/ Buford Ortale
|
|
Director
|
|
March 29, 2017
|
Buford Ortale
|
|
|
|
|
|
|
|
|
|
/s/ Jamie Handwerker
|
|
Director
|
|
March 29, 2017
|
Jamie Handwerker
|
|
|
|
|
|
|
|
|
|
/s/ Peter McDonough
|
|
Director
|
|
March 29, 2017
|
Peter McDonough
|
|
|
|
|
|
Page
|
Financial Statement Schedule:
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
118,048
|
|
|
$
|
14,807
|
|
Restricted cash
|
5,021
|
|
|
5,366
|
|
||
Commercial mortgage loans, held for investment, net of allowance of $2,181 and $888
(1)
|
1,046,556
|
|
|
1,124,201
|
|
||
Commercial mortgage loans, held-for-sale, measured at fair value
|
21,179
|
|
|
—
|
|
||
Real estate securities, available for sale, at fair value
|
49,049
|
|
|
130,754
|
|
||
Receivable for loan repayment
|
401
|
|
|
1,307
|
|
||
Accrued interest receivable
(2)
|
5,955
|
|
|
5,360
|
|
||
Prepaid expenses and other assets
|
1,916
|
|
|
689
|
|
||
Total assets
|
$
|
1,248,125
|
|
|
$
|
1,282,484
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Collateralized loan obligations
|
$
|
278,450
|
|
|
$
|
287,229
|
|
Repurchase agreements - commercial mortgage loans
|
257,664
|
|
|
206,239
|
|
||
Repurchase agreements - real estate securities
|
66,639
|
|
|
117,211
|
|
||
Interest payable
(3)
|
897
|
|
|
792
|
|
||
Distributions payable
|
5,591
|
|
|
5,552
|
|
||
Accounts payable and accrued expenses
|
1,170
|
|
|
6,805
|
|
||
Due to affiliates
|
4,064
|
|
|
4,327
|
|
||
Total liabilities
|
$
|
614,475
|
|
|
$
|
628,155
|
|
Commitment and Contingencies (See Note 8)
|
|
|
|
|
|
||
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding as of December 31, 2016 and 2015
|
$
|
—
|
|
|
$
|
—
|
|
Convertible stock ("promote shares"); $0.01 par value, 1,000 shares authorized, issued and outstanding as of December 31, 2015 and 0 shares issued and outstanding as of December 31, 2016
|
—
|
|
|
1
|
|
||
Common stock, $0.01 par value, 949,999,000 shares authorized, 31,884,631 and 31,385,280 shares issued and outstanding as of December 31, 2016 and 2015, respectively
|
319
|
|
|
314
|
|
||
Additional paid-in capital
|
704,500
|
|
|
691,590
|
|
||
Accumulated other comprehensive loss
|
(500
|
)
|
|
(2,254
|
)
|
||
Accumulated deficit
|
(70,669
|
)
|
|
(35,322
|
)
|
||
Total stockholders' equity
|
$
|
633,650
|
|
|
$
|
654,329
|
|
Total liabilities and stockholders' equity
|
$
|
1,248,125
|
|
|
$
|
1,282,484
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest Income:
|
|
|
|
|
|
||||||
Interest income
|
$
|
79,404
|
|
|
$
|
59,393
|
|
|
$
|
15,466
|
|
Less: Interest expense
|
23,169
|
|
|
12,268
|
|
|
2,196
|
|
|||
Net interest income
|
56,235
|
|
|
47,125
|
|
|
13,270
|
|
|||
Operating Expenses:
|
|
|
|
|
|
||||||
Asset management and subordinated performance fee
|
9,504
|
|
|
7,615
|
|
|
604
|
|
|||
Acquisition fees and acquisition expenses
|
806
|
|
|
7,916
|
|
|
4,386
|
|
|||
Administrative services expenses
(1)
|
4,376
|
|
|
644
|
|
|
—
|
|
|||
Professional fees
|
5,467
|
|
|
4,353
|
|
|
1,050
|
|
|||
Other expenses
|
2,336
|
|
|
1,346
|
|
|
1,148
|
|
|||
Total Operating Expenses
|
22,489
|
|
|
21,874
|
|
|
7,188
|
|
|||
Loan loss provision
|
1,293
|
|
|
318
|
|
|
570
|
|
|||
Realized loss on sale of real estate securities
|
1,906
|
|
|
—
|
|
|
—
|
|
|||
Impairment losses on real estate securities
|
310
|
|
|
—
|
|
|
—
|
|
|||
Unrealized losses on loans held-for-sale
|
247
|
|
|
—
|
|
|
—
|
|
|||
Realized gain on sale of commercial mortgage loan
|
—
|
|
|
—
|
|
|
112
|
|
|||
Income before income taxes
|
29,990
|
|
|
24,933
|
|
|
5,624
|
|
|||
Income tax provision
|
—
|
|
|
—
|
|
|
209
|
|
|||
Net income
|
$
|
29,990
|
|
|
$
|
24,933
|
|
|
$
|
5,415
|
|
|
|
|
|
|
|
||||||
Basic net income per share
|
$
|
0.95
|
|
|
$
|
1.03
|
|
|
$
|
0.75
|
|
Diluted net income per share
|
$
|
0.95
|
|
|
$
|
1.03
|
|
|
$
|
0.75
|
|
Basic weighted average shares outstanding
|
31,659,274
|
|
|
24,253,905
|
|
|
7,227,169
|
|
|||
Diluted weighted average shares outstanding
|
31,666,504
|
|
|
24,259,169
|
|
|
7,232,559
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
29,990
|
|
|
$
|
24,933
|
|
|
$
|
5,415
|
|
Unrealized gain/(loss) on available-for-sale securities
|
1,754
|
|
|
(1,947
|
)
|
|
(297
|
)
|
|||
Comprehensive income attributable to Benefit Street Partners Realty Trust, Inc.
|
$
|
31,744
|
|
|
$
|
22,986
|
|
|
$
|
5,118
|
|
|
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, 2013
|
—
|
|
|
$
|
—
|
|
|
1,330,669
|
|
|
$
|
13
|
|
|
$
|
26,620
|
|
|
$
|
(10
|
)
|
|
$
|
(605
|
)
|
|
$
|
26,018
|
|
Issuance of common stock
|
—
|
|
|
—
|
|
|
13,947,701
|
|
|
140
|
|
|
346,872
|
|
|
—
|
|
|
—
|
|
|
347,012
|
|
||||||
Issuance of convertible stock
|
1,000
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Common stock repurchases
|
—
|
|
|
—
|
|
|
(19,355
|
)
|
|
—
|
|
|
(464
|
)
|
|
—
|
|
|
—
|
|
|
(464
|
)
|
||||||
Common stock offering costs, commissions and dealer manager fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,206
|
)
|
|
—
|
|
|
—
|
|
|
(37,206
|
)
|
||||||
Common stock issued through distribution reinvestment plan
|
—
|
|
|
—
|
|
|
211,577
|
|
|
2
|
|
|
5,025
|
|
|
—
|
|
|
—
|
|
|
5,027
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,600
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,415
|
|
|
5,415
|
|
||||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,026
|
)
|
|
(15,026
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(297
|
)
|
|
—
|
|
|
(297
|
)
|
||||||
Balance, December 31, 2014
|
1,000
|
|
|
1
|
|
|
15,472,192
|
|
|
155
|
|
|
340,874
|
|
|
(307
|
)
|
|
(10,216
|
)
|
|
330,507
|
|
||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
15,428,195
|
|
|
155
|
|
|
385,000
|
|
|
—
|
|
|
—
|
|
|
385,155
|
|
||||||
Common stock repurchases
|
—
|
|
|
—
|
|
|
(360,719
|
)
|
|
(4
|
)
|
|
(8,550
|
)
|
|
—
|
|
|
—
|
|
|
(8,554
|
)
|
||||||
Common stock offering costs, commissions and dealer manager fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,917
|
)
|
|
—
|
|
|
—
|
|
|
(45,917
|
)
|
||||||
Common stock issued through distribution reinvestment plan
|
—
|
|
|
—
|
|
|
842,946
|
|
|
8
|
|
|
20,153
|
|
|
—
|
|
|
—
|
|
|
20,161
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,666
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,933
|
|
|
24,933
|
|
||||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,039
|
)
|
|
(50,039
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,947
|
)
|
|
—
|
|
|
(1,947
|
)
|
||||||
Balance, December 31, 2015
|
1,000
|
|
|
1
|
|
|
31,385,280
|
|
|
314
|
|
|
691,590
|
|
|
(2,254
|
)
|
|
(35,322
|
)
|
|
654,329
|
|
||||||
Common stock repurchases
|
—
|
|
|
—
|
|
|
(537,209
|
)
|
|
(5
|
)
|
|
(12,965
|
)
|
|
—
|
|
|
—
|
|
|
(12,970
|
)
|
||||||
Common stock offering costs
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
793
|
|
|
—
|
|
|
—
|
|
|
793
|
|
||||||
Common stock issued through distribution reinvestment plan
|
—
|
|
|
—
|
|
|
1,031,812
|
|
|
10
|
|
|
25,037
|
|
|
—
|
|
|
—
|
|
|
25,047
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
4,748
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,990
|
|
|
29,990
|
|
||||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,337
|
)
|
|
(65,337
|
)
|
||||||
Conversion of convertible stocks
|
(1,000
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,754
|
|
|
—
|
|
|
1,754
|
|
||||||
Balance, December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
31,884,631
|
|
|
$
|
319
|
|
|
$
|
704,500
|
|
|
$
|
(500
|
)
|
|
$
|
(70,669
|
)
|
|
$
|
633,650
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
29,990
|
|
|
$
|
24,933
|
|
|
$
|
5,415
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Premium amortization and (discount accretion), net
|
(2,336
|
)
|
|
(1,561
|
)
|
|
(399
|
)
|
|||
Accretion of deferred commitment fees
|
(1,535
|
)
|
|
(1,068
|
)
|
|
(166
|
)
|
|||
Amortization of deferred financing costs
|
4,048
|
|
|
2,819
|
|
|
479
|
|
|||
Realized gain on sale of commercial mortgage loan
|
—
|
|
|
—
|
|
|
(112
|
)
|
|||
Share-based compensation
|
44
|
|
|
30
|
|
|
27
|
|
|||
Realized loss on sale of real estate securities
|
1,906
|
|
|
—
|
|
|
—
|
|
|||
Impairment losses on real estate securities
|
310
|
|
|
—
|
|
|
—
|
|
|||
Unrealized losses on loans held-for-sale
|
247
|
|
|
—
|
|
|
—
|
|
|||
Loan loss provision
|
1,293
|
|
|
318
|
|
|
570
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accrued interest receivable
|
940
|
|
|
(1,426
|
)
|
|
(2,574
|
)
|
|||
Prepaid expenses and other assets
|
(85
|
)
|
|
723
|
|
|
(18
|
)
|
|||
Accounts payable and accrued expenses
|
360
|
|
|
(1,707
|
)
|
|
(276
|
)
|
|||
Due to affiliates
|
(263
|
)
|
|
1,812
|
|
|
(478
|
)
|
|||
Interest payable
|
105
|
|
|
560
|
|
|
217
|
|
|||
Net cash provided by operating activities:
|
$
|
35,024
|
|
|
$
|
25,433
|
|
|
$
|
2,685
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Origination and purchase of commercial mortgage loans
|
$
|
(53,640
|
)
|
|
$
|
(793,731
|
)
|
|
$
|
(429,941
|
)
|
Purchase of real estate securities
|
—
|
|
|
(85,463
|
)
|
|
(45,597
|
)
|
|||
Proceeds from sale of real estate securities
|
79,082
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of commercial mortgage loan
|
44,355
|
|
|
—
|
|
|
3,692
|
|
|||
Principal repayments received on commercial mortgage loans
|
67,396
|
|
|
126,336
|
|
|
136
|
|
|||
Principal repayments received on real estate securities
|
2,218
|
|
|
3,010
|
|
|
73
|
|
|||
Net cash provided by (used in) investing activities
|
$
|
139,411
|
|
|
$
|
(749,848
|
)
|
|
$
|
(471,637
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuances of common stock
|
$
|
—
|
|
|
$
|
385,203
|
|
|
$
|
345,944
|
|
Common stock repurchases
|
(18,965
|
)
|
|
(2,555
|
)
|
|
(464
|
)
|
|||
Proceeds from issuances of convertible stock
|
—
|
|
|
—
|
|
|
1
|
|
|||
Reimbursements/(payments) of offering costs and fees related to common stock issuances
(1)
|
793
|
|
|
(45,357
|
)
|
|
(35,598
|
)
|
|||
Proceeds from issuance of collateralized loan obligations
|
—
|
|
|
292,484
|
|
|
—
|
|
|||
Repayments of collateralized loan obligation
|
(9,150
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings on repurchase agreements - commercial mortgage loans
|
233,855
|
|
|
423,538
|
|
|
150,169
|
|
|||
Repayments of repurchase agreements - commercial mortgage loans
|
(182,430
|
)
|
|
(367,468
|
)
|
|
—
|
|
|||
Borrowings on repurchase agreements - real estate securities
|
1,208,244
|
|
|
690,406
|
|
|
31,598
|
|
|||
Repayments of repurchase agreements - real estate securities
|
(1,258,816
|
)
|
|
(599,464
|
)
|
|
(5,329
|
)
|
|||
Borrowings on revolving line of credit with affiliate
|
—
|
|
|
—
|
|
|
5,550
|
|
|||
Repayments of revolving line of credit with affiliate
|
—
|
|
|
—
|
|
|
(12,855
|
)
|
|||
Decrease/(Increase) in restricted cash related to financing activities
|
345
|
|
|
(5,298
|
)
|
|
(68
|
)
|
|||
Payments of deferred financing costs
|
(4,819
|
)
|
|
(5,704
|
)
|
|
(2,196
|
)
|
|||
Distributions paid
|
(40,251
|
)
|
|
(26,949
|
)
|
|
(7,592
|
)
|
|||
Net cash (used in) provided by financing activities:
|
$
|
(71,194
|
)
|
|
$
|
738,836
|
|
|
$
|
469,160
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net change in cash and cash equivalents
|
$
|
103,241
|
|
|
$
|
14,421
|
|
|
$
|
208
|
|
Cash and cash equivalents, beginning of period
|
14,807
|
|
|
386
|
|
|
178
|
|
|||
Cash and cash equivalents, end of period
|
$
|
118,048
|
|
|
$
|
14,807
|
|
|
$
|
386
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
—
|
|
|
$
|
159
|
|
|
$
|
50
|
|
Interest paid
|
19,016
|
|
|
8,889
|
|
|
1,500
|
|
|||
Supplemental disclosures of non-cash flow information:
|
|
|
|
|
|
||||||
Common stock issued through distribution reinvestment plan
|
25,047
|
|
|
20,161
|
|
|
5,027
|
|
|||
Distribution Payable
|
5,591
|
|
|
5,552
|
|
|
2,623
|
|
|||
Receivable for common stock issued
|
—
|
|
|
—
|
|
|
1,068
|
|
|||
Loans transferred to commercial real estate loans, held-for-sale, transferred at fair value
|
21,179
|
|
|
—
|
|
|
—
|
|
•
|
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.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Senior loans
|
$
|
901,907
|
|
|
$
|
894,075
|
|
Mezzanine loans
|
136,830
|
|
|
221,014
|
|
||
Subordinated loans
|
10,000
|
|
|
10,000
|
|
||
Total gross carrying value of loans
|
1,048,737
|
|
|
1,125,089
|
|
||
Less: Allowance for loan losses
|
2,181
|
|
|
888
|
|
||
Total commercial mortgage loans, held-for-investment, net
|
$
|
1,046,556
|
|
|
$
|
1,124,201
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Beginning of period
|
$
|
888
|
|
|
$
|
570
|
|
Provision for loan losses
|
1,293
|
|
|
318
|
|
||
Charge-offs
|
—
|
|
|
—
|
|
||
Recoveries
|
—
|
|
|
—
|
|
||
Ending allowance for loan losses
|
$
|
2,181
|
|
|
$
|
888
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
Loan Type
|
|
Par Value
|
|
Percentage
|
|
Par Value
|
|
Percentage
|
||||||
Office
|
|
$
|
340,944
|
|
|
31.6
|
%
|
|
$
|
307,876
|
|
|
27.2
|
%
|
Multifamily
|
|
329,203
|
|
|
30.6
|
%
|
|
305,129
|
|
|
26.9
|
%
|
||
Hospitality
|
|
143,582
|
|
|
13.3
|
%
|
|
171,752
|
|
|
15.1
|
%
|
||
Retail
|
|
154,684
|
|
|
14.4
|
%
|
|
158,784
|
|
|
14.0
|
%
|
||
Mixed Use
|
|
56,136
|
|
|
5.2
|
%
|
|
138,798
|
|
|
12.2
|
%
|
||
Industrial
|
|
52,688
|
|
|
4.9
|
%
|
|
52,107
|
|
|
4.6
|
%
|
||
|
|
$
|
1,077,237
|
|
|
100.0
|
%
|
|
$
|
1,134,446
|
|
|
100.0
|
%
|
InvestmentRating
|
|
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.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance at Beginning of Year
|
$
|
1,124,201
|
|
|
$
|
456,884
|
|
Acquisitions and originations
|
53,640
|
|
|
793,731
|
|
||
Dispositions
|
(44,355
|
)
|
|
—
|
|
||
Principal repayments
|
(66,490
|
)
|
|
(127,643
|
)
|
||
Discount accretion and premium amortization*
|
2,279
|
|
|
1,547
|
|
||
Loans transferred to commercial real estate loans, held-for-sale, at fair value
|
(21,179
|
)
|
|
—
|
|
||
Unrealized losses on loans held-for-sale
|
(247
|
)
|
|
—
|
|
||
Provision for loan losses
|
(1,293
|
)
|
|
(318
|
)
|
||
Balance at End of Year
|
$
|
1,046,556
|
|
|
$
|
1,124,201
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
||||||||
|
|
Number of Investments
|
|
Interest Rate
|
|
Maturity
|
|
Par Value
|
|
Fair Value
|
||||||
December 31, 2016
|
|
6
|
|
|
5.75
|
%
|
|
February 2020
|
|
$
|
50,000
|
|
|
$
|
49,049
|
|
December 31, 2015
|
|
16
|
|
|
4.71
|
%
|
|
February 2019
|
|
133,183
|
|
|
130,754
|
|
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
December 31, 2016
|
|
$
|
49,548
|
|
|
$
|
—
|
|
|
$
|
(499
|
)
|
|
$
|
49,049
|
|
December 31, 2015
|
|
133,008
|
|
|
—
|
|
|
(2,254
|
)
|
|
130,754
|
|
As of December 31, 2016
|
|
|
|
|
|
|
|
Weighted Average
|
|||||||||
Counterparty
|
|
Amount Outstanding
|
|
Accrued Interest
|
|
Collateral Pledged
(*)
|
|
Interest Rate
|
|
Days to Maturity
|
|||||||
JP Morgan Securities LLC
|
|
$
|
59,122
|
|
|
$
|
96
|
|
|
$
|
92,658
|
|
|
2.55
|
%
|
|
6
|
Citigroup Global Markets, Inc.
|
|
3,879
|
|
|
1
|
|
|
4,850
|
|
|
2.11
|
%
|
|
26
|
|||
Wells Fargo Securities, LLC
|
|
3,638
|
|
|
4
|
|
|
4,850
|
|
|
2.05
|
%
|
|
13
|
|||
Total/Weighted Average
|
|
$
|
66,639
|
|
|
$
|
101
|
|
|
$
|
102,358
|
|
|
2.50
|
%
|
|
8
|
As of December 31, 2015
|
|
|
|
|
|
|
|
Weighted Average
|
|||||||||
Counterparty
|
|
Amount Outstanding
|
|
Accrued Interest
|
|
Collateral Pledged
(*)
|
|
Interest Rate
|
|
Days to Maturity
|
|||||||
JP 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)
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2016
|
|
Par Value Issued
|
|
Par Value Outstanding
(*)
|
|
Interest Rate
|
|
Maturity Date
|
||||
Tranche A
|
|
$
|
231,345
|
|
|
$
|
222,195
|
|
|
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
|
|
|
$
|
285,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
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)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Cash
|
|
$
|
5
|
|
|
$
|
5
|
|
Commercial mortgage loans, held for investment, net of allowance of $1,017 and $422
(1)
|
|
417,057
|
|
|
425,733
|
|
||
Accrued interest receivable
|
|
1,101
|
|
|
1,048
|
|
||
Total Assets
|
|
$
|
418,163
|
|
|
$
|
426,786
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Notes payable
(2)(3)
|
|
$
|
334,246
|
|
|
$
|
342,998
|
|
Interest payable
|
|
564
|
|
|
513
|
|
||
Total Liabilities
|
|
$
|
334,810
|
|
|
$
|
343,511
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (in thousands)
|
$
|
29,990
|
|
|
$
|
24,933
|
|
|
$
|
5,415
|
|
Basic weighted average shares outstanding
|
31,659,274
|
|
|
24,253,905
|
|
|
7,227,169
|
|
|||
Unvested restricted shares
|
7,230
|
|
|
5,264
|
|
|
5,390
|
|
|||
Diluted weighted average shares outstanding
|
31,666,504
|
|
|
24,259,169
|
|
|
7,232,559
|
|
|||
Basic net income per share
|
$
|
0.95
|
|
|
$
|
1.03
|
|
|
$
|
0.75
|
|
Diluted net income per share
|
$
|
0.95
|
|
|
$
|
1.03
|
|
|
$
|
0.75
|
|
|
Number of Requests
|
|
Number of Shares Repurchased
|
|
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
|
|
|
September 30 - December 31, 2016
(1)(2)
|
12
|
|
|
(2,573)
|
|
|
23.57
|
|
|
Cumulative as of December 31, 2016
|
985
|
|
|
918,683
|
|
|
$
|
23.94
|
|
Funding Expiration
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
2016
|
|
$
|
—
|
|
|
$
|
890
|
|
2017
|
|
7,794
|
|
|
16,072
|
|
||
2018
|
|
62,368
|
|
|
104,428
|
|
||
2019
|
|
9,072
|
|
|
16,939
|
|
||
|
|
$
|
79,234
|
|
|
$
|
138,329
|
|
|
|
Years Ended December 31,
|
|
Payable as of December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
||||||||||
Total commissions and fees incurred from the Former Dealer Manager
|
|
$
|
—
|
|
|
$
|
37,092
|
|
|
$
|
33,190
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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)
|
|
$
|
—
|
|
|
$
|
7,442
|
|
|
$
|
2,627
|
|
|
$
|
480
|
|
|
$
|
480
|
|
|
|
Years Ended December 31,
|
|
Payable as of December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
||||||||||
Acquisition fees and acquisition expenses
(1)
|
|
$
|
806
|
|
|
$
|
12,286
|
|
|
$
|
6,578
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Administrative services expenses
(2)
|
|
4,376
|
|
|
644
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|||||
Advisory and investment banking fee
|
|
6
|
|
|
56
|
|
|
542
|
|
|
—
|
|
|
—
|
|
|||||
Asset management and subordinated performance fee
|
|
9,504
|
|
|
7,615
|
|
|
604
|
|
|
2,439
|
|
|
3,792
|
|
|||||
Other related party expenses
|
|
84
|
|
|
364
|
|
|
—
|
|
|
145
|
|
|
35
|
|
|||||
Total related party fees and reimbursements
|
|
$
|
14,776
|
|
|
$
|
20,965
|
|
|
$
|
7,724
|
|
|
$
|
3,584
|
|
|
$
|
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
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Real estate securities
|
$
|
49,049
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49,049
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Real estate securities
|
130,754
|
|
|
—
|
|
|
130,754
|
|
|
—
|
|
|
|
Real Estate Securities
|
||
December 31, 2015 balance
|
|
$
|
—
|
|
Transfers into Level III
|
|
57,639
|
|
|
Total realized and unrealized gains (losses)
|
|
|
||
included in earnings:
|
|
|
||
Realized loss on sale of real estate securities
|
|
(874
|
)
|
|
Impairment losses on real estate securities
|
|
(310
|
)
|
|
Net accretion
|
|
—
|
|
|
Unrealized gains (losses) included in OCI
(1)
|
|
1,719
|
|
|
Purchases
|
|
—
|
|
|
Sales
|
|
(9,125
|
)
|
|
Cash repayments/receipts
|
|
—
|
|
|
Transfers out of Level III
|
|
—
|
|
|
December 31, 2016 balance
(2)
|
|
$
|
49,049
|
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
||||||||
December 31, 2016
(*)
|
|
|
|
|
|
|
|
||||||||
Commercial mortgage loans, held-for-sale, measured at fair value
|
$
|
21,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,179
|
|
|
|
|
|
|
|
|
|
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
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial mortgage loans
|
|
$
|
257,664
|
|
|
$
|
—
|
|
|
$
|
257,664
|
|
|
$
|
399,914
|
|
|
$
|
5,000
|
|
|
$
|
—
|
|
Real estate securities
(*)
|
|
66,639
|
|
|
—
|
|
|
66,639
|
|
|
102,358
|
|
|
21
|
|
|
—
|
|
||||||
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.
|
December 31, 2016
|
|
Total
|
|
Real Estate Debt
|
|
Real Estate Securities
|
||||||
Interest income
|
|
$
|
79,404
|
|
|
$
|
73,884
|
|
|
$
|
5,520
|
|
Interest expense
|
|
23,169
|
|
|
20,719
|
|
|
2,450
|
|
|||
Realized loss on sale of real estate securities
|
|
1,906
|
|
|
—
|
|
|
1,906
|
|
|||
Net income
|
|
29,990
|
|
|
29,797
|
|
|
193
|
|
|||
Total assets
|
|
1,248,125
|
|
|
1,198,806
|
|
|
49,319
|
|
|||
December 31, 2015
|
|
|
|
|
|
|
||||||
Interest income
|
|
59,393
|
|
|
56,040
|
|
|
3,353
|
|
|||
Interest expense
|
|
12,268
|
|
|
11,149
|
|
|
1,119
|
|
|||
Net income
|
|
24,933
|
|
|
24,401
|
|
|
532
|
|
|||
Total assets
|
|
$
|
1,282,484
|
|
|
$
|
1,150,858
|
|
|
$
|
131,626
|
|
December 31, 2014
|
|
|
|
|
|
|
||||||
Interest income
|
|
15,466
|
|
|
14,733
|
|
|
733
|
|
|||
Interest expense
|
|
2,196
|
|
|
1,985
|
|
|
211
|
|
|||
Realized gain on sale of commercial mortgage loan
|
|
112
|
|
|
112
|
|
|
—
|
|
|||
Net income
|
|
5,415
|
|
|
5,209
|
|
|
206
|
|
|||
Total assets
|
|
$
|
514,220
|
|
|
$
|
463,526
|
|
|
$
|
50,694
|
|
|
|
|
|
Face
|
|
Carrying
|
|
Interest
|
|
Payment
|
|
Maturity
|
||||
Description
|
|
Property Type
|
|
Amount
|
|
Amount
|
|
Rate
|
|
Terms
|
|
Date
|
||||
Senior 1
|
|
Retail
|
|
$
|
7,460
|
|
|
$
|
7,448
|
|
|
1M LIBOR + 4.75%
|
|
Interest Only
|
|
10/9/2017
|
Senior 2
|
|
Office
|
|
8,676
|
|
|
8,637
|
|
|
1M LIBOR + 4.65%
|
|
Interest Only
|
|
6/9/2018
|
||
Senior 3
|
|
Office
|
|
38,750
|
|
|
38,560
|
|
|
1M LIBOR + 5.25%
|
|
Interest Only
|
|
12/9/2018
|
||
Senior 4
|
|
Office
|
|
13,442
|
|
|
13,404
|
|
|
1M LIBOR + 4.75%
|
|
Interest Only
|
|
3/9/2019
|
||
Senior 5
|
|
Retail
|
|
14,600
|
|
|
14,563
|
|
|
1M LIBOR + 4.25%
|
|
Interest Only
|
|
5/9/2018
|
||
Senior 6
|
|
Office
|
|
19,979
|
|
|
19,952
|
|
|
1M LIBOR + 4.55%
|
|
Interest Only
|
|
12/9/2018
|
||
Senior 7
|
|
Multifamily
|
|
17,959
|
|
|
17,892
|
|
|
1M LIBOR + 4.75%
|
|
Interest Only
|
|
6/9/2018
|
||
Senior 8
|
|
Multifamily
|
|
14,730
|
|
|
14,680
|
|
|
1M LIBOR + 4.50%
|
|
Interest Only
|
|
5/9/2018
|
||
Senior 9
|
|
Office
|
|
12,000
|
|
|
11,975
|
|
|
1M LIBOR + 4.75%
|
|
Interest Only
|
|
11/9/2019
|
||
Senior 10
|
|
Multifamily
|
|
23,784
|
|
|
23,732
|
|
|
1M LIBOR + 4.25%
|
|
Interest Only
|
|
11/9/2018
|
||
Senior 11
|
|
Multifamily
|
|
9,130
|
|
|
9,097
|
|
|
1M LIBOR + 4.75%
|
|
Interest Only
|
|
5/9/2018
|
||
Senior 12
|
|
Retail
|
|
9,850
|
|
|
9,822
|
|
|
1M LIBOR + 5.25%
|
|
Interest Only
|
|
3/9/2018
|
||
Senior 13
|
|
Industrial
|
|
19,033
|
|
|
18,973
|
|
|
1M LIBOR + 4.25%
|
|
Interest Only
|
|
7/9/2018
|
||
Senior 14
|
|
Hospitality
|
|
10,350
|
|
|
10,307
|
|
|
1M LIBOR + 5.50%
|
|
Interest Only
|
|
7/9/2018
|
||
Senior 15
|
|
Office
|
|
33,734
|
|
|
33,645
|
|
|
1M LIBOR + 4.65%
|
|
Interest Only
|
|
11/9/2017
|
||
Senior 16
|
|
Retail
|
|
4,725
|
|
|
4,698
|
|
|
1M LIBOR + 5.50%
|
|
Interest Only
|
|
8/9/2018
|
||
Senior 17
|
|
Retail
|
|
25,247
|
|
|
25,144
|
|
|
1M LIBOR + 4.75%
|
|
Interest Only
|
|
6/9/2018
|
||
Senior 18
|
|
Multifamily
|
|
43,083
|
|
|
42,985
|
|
|
1M LIBOR + 4.00%
|
|
Interest Only
|
|
11/9/2018
|
||
Senior 19
|
|
Retail
|
|
7,500
|
|
|
7,459
|
|
|
1M LIBOR + 5.00%
|
|
Interest Only
|
|
7/9/2018
|
||
Senior 20
|
|
Office
|
|
13,389
|
|
|
13,350
|
|
|
1M LIBOR + 5.00%
|
|
Interest Only
|
|
1/9/2018
|
||
Senior 21
|
|
Hospitality
|
|
11,482
|
|
|
11,468
|
|
|
1M LIBOR + 5.75%
|
|
Interest Only
|
|
10/9/2017
|
||
Senior 22
|
|
Hospitality
|
|
14,625
|
|
|
14,584
|
|
|
1M LIBOR + 5.30%
|
|
Interest Only
|
|
7/9/2018
|
||
Senior 23
|
|
Hospitality
|
|
14,193
|
|
|
14,092
|
|
|
1M LIBOR + 5.50%
|
|
Interest Only
|
|
9/9/2019
|
||
Senior 24
|
|
Multifamily
|
|
18,941
|
|
|
18,897
|
|
|
1M LIBOR + 4.20%
|
|
Interest Only
|
|
7/9/2018
|
||
Senior 25
|
|
Mixed Use
|
|
10,901
|
|
|
10,874
|
|
|
1M LIBOR + 5.10%
|
|
Interest Only
|
|
1/9/2018
|
||
Senior 26
|
|
Multifamily
|
|
42,943
|
|
|
42,768
|
|
|
1M LIBOR + 4.25%
|
|
Interest Only
|
|
8/9/2018
|
||
Senior 27
|
|
Retail
|
|
9,450
|
|
|
9,438
|
|
|
1M LIBOR + 4.90%
|
|
Interest Only
|
|
9/9/2017
|
||
Senior 28
|
|
Industrial
|
|
33,655
|
|
|
33,635
|
|
|
1M LIBOR + 4.00%
|
|
Interest Only
|
|
11/9/2018
|
||
Senior 29
|
|
Mixed Use
|
|
45,235
|
|
|
45,071
|
|
|
1M LIBOR + 5.50%
|
|
Interest Only
|
|
7/9/2018
|
||
Senior 30
|
|
Multifamily
|
|
8,850
|
|
|
8,828
|
|
|
1M LIBOR + 4.70%
|
|
Interest Only
|
|
2/9/2018
|
||
Senior 31
|
|
Office
|
|
27,413
|
|
|
27,305
|
|
|
1M LIBOR + 4.60%
|
|
Interest Only
|
|
2/9/2019
|
||
Senior 32
|
|
Multifamily
|
|
8,016
|
|
|
7,996
|
|
|
1M LIBOR + 4.75%
|
|
Interest Only
|
|
2/9/2018
|
||
Senior 33
|
|
Hospitality
|
|
16,800
|
|
|
16,773
|
|
|
1M LIBOR + 4.90%
|
|
Interest Only
|
|
4/9/2018
|
||
Senior 34
|
|
Office
|
|
35,000
|
|
|
34,951
|
|
|
1M LIBOR + 5.00%
|
|
Interest Only
|
|
11/9/2018
|
||
Senior 35
|
|
Office
|
|
6,290
|
|
|
6,287
|
|
|
1M LIBOR + 4.90%
|
|
Interest Only
|
|
8/9/2017
|
||
Senior 36
|
|
Retail
|
|
11,800
|
|
|
11,780
|
|
|
1M LIBOR + 4.75%
|
|
Interest Only
|
|
11/9/2017
|
||
Senior 37
|
|
Retail
|
|
13,500
|
|
|
13,491
|
|
|
1M LIBOR + 5.00%
|
|
Interest Only
|
|
4/9/2017
|
||
Senior 38
|
|
Retail
|
|
11,684
|
|
|
11,646
|
|
|
1M LIBOR + 4.50%
|
|
Interest Only
|
|
2/9/2019
|
||
Senior 39
|
|
Multifamily
|
|
18,075
|
|
|
18,033
|
|
|
1M LIBOR + 4.50%
|
|
Interest Only
|
|
12/9/2018
|
Senior 40
|
|
Office
|
|
31,250
|
|
|
31,206
|
|
|
1M LIBOR + 4.50%
|
|
Interest Only
|
|
9/9/2017
|
||
Senior 41
|
|
Multifamily
|
|
26,195
|
|
|
26,109
|
|
|
1M LIBOR + 4.25%
|
|
Interest Only
|
|
5/9/2018
|
||
Senior 42
|
|
Multifamily
|
|
29,940
|
|
|
29,970
|
|
|
1M LIBOR + 3.85%
|
|
Interest Only
|
|
11/9/2018
|
||
Senior 43
|
|
Multifamily
|
|
10,920
|
|
|
10,930
|
|
|
1M LIBOR + 3.95%
|
|
Interest Only
|
|
11/9/2018
|
||
Senior 44
|
|
Multifamily
|
|
13,120
|
|
|
13,133
|
|
|
1M LIBOR + 3.95%
|
|
Interest Only
|
|
11/9/2018
|
||
Senior 45
|
|
Multifamily
|
|
5,894
|
|
|
5,899
|
|
|
1M LIBOR + 4.05%
|
|
Interest Only
|
|
11/9/2018
|
||
Senior 46
|
|
Office
|
|
28,489
|
|
|
28,435
|
|
|
1M LIBOR + 4.25%
|
|
Interest Only
|
|
1/9/2019
|
||
Senior 47
|
|
Multifamily
|
|
14,336
|
|
|
14,303
|
|
|
1M LIBOR + 5.00%
|
|
Interest Only
|
|
2/9/2018
|
||
Senior 48
|
|
Retail
|
|
26,905
|
|
|
26,889
|
|
|
1M LIBOR + 4.75%
|
|
Interest Only
|
|
6/9/2018
|
||
Senior 49
|
|
Multifamily
|
|
10,807
|
|
|
10,793
|
|
|
1M LIBOR + 4.75%
|
|
Interest Only
|
|
4/9/2018
|
||
Mezzanine 1
|
|
Office
|
|
5,000
|
|
|
5,060
|
|
|
11.0%
|
|
Interest Only
|
|
1/6/2024
|
||
Mezzanine 2
|
(2)
|
Hospitality
|
|
3,000
|
|
|
2,970
|
|
|
11.0%
|
|
Interest Only
|
|
8/1/2018
|
||
Mezzanine 3
|
|
Hospitality
|
|
11,000
|
|
|
11,000
|
|
|
1M LIBOR + 7.05%
|
|
Interest Only
|
|
3/9/2017
|
||
Mezzanine 4
|
(1)
|
Office
|
|
16,447
|
|
|
16,447
|
|
|
1M LIBOR + 7.25%
|
|
Interest Only
|
|
8/9/2017
|
||
Mezzanine 5
|
(1)
|
Office
|
|
7,000
|
|
|
7,019
|
|
|
12.0%
|
|
Interest Only
|
|
5/1/2019
|
||
Mezzanine 6
|
(1)
|
Hospitality
|
|
12,000
|
|
|
12,000
|
|
|
1M LIBOR + 9.00%
|
|
Interest Only
|
|
9/9/2017
|
||
Mezzanine 7
|
(1)
|
Retail
|
|
1,963
|
|
|
1,971
|
|
|
13.0%
|
|
Interest Only
|
|
6/1/2024
|
||
Mezzanine 8
|
(1)
|
Office
|
|
5,085
|
|
|
5,085
|
|
|
3M LIBOR + 10.00%
|
|
Interest Only
|
|
10/31/2017
|
||
Mezzanine 9
|
(1)
|
Multifamily
|
|
5,000
|
|
|
5,021
|
|
|
9.0%
|
|
Interest Only
|
|
9/1/2018
|
||
Mezzanine 10
|
(1)
|
Multifamily
|
|
3,480
|
|
|
3,494
|
|
|
9.5%
|
|
Interest Only
|
|
7/1/2024
|
||
Mezzanine 11
|
(1)
|
Office
|
|
10,000
|
|
|
10,000
|
|
|
1M LIBOR + 8.00%
|
|
Interest Only
|
|
5/9/2017
|
||
Mezzanine 12
|
(1)
|
Multifamily
|
|
4,000
|
|
|
4,049
|
|
|
12.0%
|
|
Interest Only
|
|
1/6/2024
|
||
Mezzanine 13
|
(1)
|
Office
|
|
10,000
|
|
|
9,528
|
|
|
10.0%
|
|
Interest Only
|
|
9/6/2024
|
||
Mezzanine 14
|
(1)(2)
|
Office
|
|
10,000
|
|
|
9,388
|
|
|
1M LIBOR + 10.75%
|
|
Interest Only
|
|
7/10/2018
|
||
Mezzanine 15
|
(1)
|
Hospitality
|
|
7,140
|
|
|
6,584
|
|
|
10.0%
|
|
Interest Only
|
|
11/1/2024
|
||
Mezzanine 16
|
(1)
|
Hospitality
|
|
3,900
|
|
|
3,596
|
|
|
10.0%
|
|
Interest Only
|
|
11/1/2024
|
||
Mezzanine 17
|
(1)
|
Hospitality
|
|
12,510
|
|
|
11,536
|
|
|
10.0%
|
|
Interest Only
|
|
11/1/2024
|
||
Mezzanine 18
|
(1)
|
Hospitality
|
|
8,050
|
|
|
7,423
|
|
|
10.0%
|
|
Interest Only
|
|
11/1/2024
|
||
Mezzanine 19
|
(1)(2)
|
Office
|
|
9,000
|
|
|
8,821
|
|
|
10.5%
|
|
Interest Only
|
|
10/6/2019
|
||
Mezzanine 20
|
(1)
|
Hospitality
|
|
6,182
|
|
|
4,667
|
|
|
5.5%
|
|
Interest Only
|
|
5/6/2023
|
||
Mezzanine 21
|
(1)
|
Hospitality
|
|
12,350
|
|
|
12,350
|
|
|
1M LIBOR + 10.00%
|
|
Interest Only
|
|
7/9/2017
|
||
Subordinate 1
|
(1)
|
Retail
|
|
10,000
|
|
|
10,000
|
|
|
11.0%
|
|
Interest Only
|
|
4/1/2024
|
||
|
|
|
|
$
|
1,077,237
|
|
|
$
|
1,069,916
|
|
|
|
|
|
|
|
1.
|
Amendments
|
2.
|
Miscellaneous
|
|
GENERAL PARTNER
:
BENEFIT STREET PARTNERS REALTY TRUST, INC.
By:
/s/ Jerome Baglien
__________________________
Name: Jerome Baglien
Title: Authorized Signatory
|
|
|
|
|
Benefit Street Partners Realty Trust, Inc.
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
Participant
|
|
|
|
|
|
[Name]
|
|
Number of Shares: [ ]
Grant Date: [ ]
|
|
|
Name
|
Jurisdiction of Incorporation/Formation
|
Benefit Street Partners Realty Operating Partnership, L.P.
|
Delaware
|
BSPRT High Yield Securities, LLC
|
Delaware
|
BSPRT JPM Loan, LLC
|
Delaware
|
BSPRT GS Loan, LLC
|
Delaware
|
Benefit Street Partners Realty Trust LP, LLC
|
Delaware
|
RFT BB Loan, LLC
|
Delaware
|
Benefit Street Partners Realty Trust TRS, LLC
|
Delaware
|
RFT 2015-FL1 Seller, LLC
|
Delaware
|
RFT 2015-FL1 Holder, LLC
|
Delaware
|
RFT 2015-FL1 Issuer, Ltd.
|
Cayman Islands
|
RFT 2015-FL1 Co-Issuer, LLC
|
Delaware
|
RFT 2015-FL1 Class C, LLC
|
Delaware
|
1.
|
I have reviewed this
Annual
Report on Form
10-K
for the year ended
December 31, 2016
of Benefit Street Partners Realty 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:
|
|
March 29, 2017
|
|
/s/ Richard J. Byrne
|
|
|
|
|
Richard J. Byrne
Chief Executive Officer and President
(Principal Executive Officer)
|
1.
|
I have reviewed this
Annual
Report on Form
10-K
for the year ended
December 31, 2016
of Benefit Street Partners Realty 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:
|
|
March 29, 2017
|
|
/s/ Jerome S. Baglien
|
|
|
|
|
Jerome S. Baglien
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
Date:
|
|
March 29, 2017
|
|
/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) |