UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39134

Broadmark Realty Capital Inc.

(Exact Name of Registrant as Specified in its Charter)


Maryland	84-2620891
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1420 Fifth Avenue, Suite 2000 Seattle, WA	98101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (206) 971-0800

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, par value $0.001 per share	BRMK	New York Stock Exchange

Warrants, each exercisable for one fourth (1/4th) share of Common Stock at an exercise price of $2.875 per one fourth (1/4th) share	BRMK WS	NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May 2,~~August 1, 2022, there were ~~132,801,392~~132,866,617 ~~shares~~shares of common stock outstanding.

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Broadmark Realty Capital Inc.

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		Page


PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2223
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3438
Item 4.	Controls and Procedures	3538

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	3539
Item 1a.	Risk Factors	3539
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3539
Item 3.	Defaults Upon Senior Securities	3539
Item 4.	Mine Safety Disclosures	3539
Item 5.	Other Information	3539
Item 6.	Exhibits	3640

SIGNATURES		3741

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Broadmark Realty Capital Inc.

CAUTIONARY STATEMENT REGARDING FORWARD -LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations of future operations, are forward-looking statements. Forward-looking statements reflect the Company’s current views with respect to, among other things, capital resources, portfolio performance and projected results of operations. Likewise, the Company’s statements regarding anticipated growth in its operations, anticipated market conditions, demographics and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “projects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this Quarterly Report are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause the Company’s actual results to differ include, but are not limited to:

•

mitigation of loan default rates and ability to timely resolve loans in contractual default status with positive economic outcomes;

•

the adequacy of collateral securing our loans and declines in the value of real estate property securing our loans;

•

increased competition from entities engaged in construction lending activities;

•

availability of origination and acquisition opportunities acceptable to us;

•

potential mismatches in the timing of asset repayments and the maturity of the associated financing agreements;

•

disruptions in our business operations, including construction lending activity, relating to the COVID-19 pandemic;

•

the current and future health and stability of the economy and residential housing market, including potential impacts on the real estate markets as a result of COVID-19;

•

general economic uncertainty and the effect of general economic conditions on the real estate and real estate capital markets in particular;

•

general and local commercial and residential real estate property conditions;

•

changes in U.S. federal government policies;

•

changes in U.S. federal, state and local governmental laws and regulations that impact our business, assets or classification as a real estate investment trust;

•

our ability to pay, maintain or grow the dividend in the future;

•

changes in interest rates;

•

the availability of, and costs associated with, sources of liquidity;

•

compliance with covenants contained in our debt documents;

•

the adequacy of our policies, procedures and systems for managing risk effectively;

•

the ability to manage future growth;

•

changes in personnel and availability of qualified personnel; and

•

other factors set forth in our periodic filings with the Securities and Exchange Commission.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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Broadmark Realty Capital Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data, unaudited)


	March 31, 2022			December 31, 2021			June 30, 2022			December 31, 2021
Assets
Cash and cash equivalents	$	97,407		$	132,889		$	35,958		$	132,889
Mortgage notes receivable, net		931,431			901,350			957,226			901,350
Interest and fees receivable, net		19,517			17,526			17,496			17,526
Investment in real property, net		63,586			68,067			93,210			68,067
Right-of-use assets		5,917			6,016			5,816			6,016
Goodwill		136,965			136,965			136,965			136,965
Other assets		8,121			8,342			6,998			8,342
Total assets	$	1,262,944		$	1,271,155		$	1,253,669		$	1,271,155

Liabilities and stockholders' equity
Senior unsecured notes, net	$	97,360		$	97,223		$	97,503		$	97,223
Dividends payable		9,297			9,291			9,301			9,291
Accounts payable and accrued liabilities		9,094			8,180			10,759			8,180
Lease liabilities		7,879			7,993			7,762			7,993
Total liabilities	$	123,630		$	122,687		$	125,325		$	122,687
Commitments and contingencies (Note 10)
Stockholders' equity:
Preferred stock, $0.001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2022 and December 31, 2021		0			0
Common stock, $0.001 par value, 500,000,000 shares authorized, 132,793,442 and 132,716,338 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		132			132
Preferred stock, $0.001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2022 and December 31, 2021								0			0
Common stock, $0.001 par value, 500,000,000 shares authorized, 132,858,587 and 132,716,338 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively								132			132
Additional paid in capital		1,217,614			1,216,957			1,218,590			1,216,957
Accumulated deficit		(78,432	)		(68,621	)		(90,378	)		(68,621	)
Total stockholders' equity		1,139,314			1,148,468			1,128,344			1,148,468
Total liabilities and stockholders' equity	$	1,262,944		$	1,271,155		$	1,253,669		$	1,271,155

See accompanying notes to the unaudited condensed consolidated financial statements

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Broadmark Realty Capital Inc.

Condensed Consolidated Statements of Income

(in thousands, except share and per share data, unaudited)


	Three Months Ended					Three Months Ended						Six Months Ended
	March 31, 2022			March 31, 2021		June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Revenues:
Interest income	$	24,110		$	22,017	$	22,132		$	21,618		$	46,242		$	43,635
Fee income		5,763			7,451		6,384			7,565			12,147			15,016
Total revenues	$	29,873		$	29,468	$	28,516		$	29,183		$	58,389		$	58,651

Expenses:
Compensation and employee benefits		5,078			3,446		3,920			3,550			8,998			6,996
General and administrative		2,851			2,653		3,309			2,816			6,545			5,416
Real property management expenses, net							1,074			55			941			108
Interest expense		2,115			280		2,120			718			4,235			998
Total expenses		10,044			6,379		10,423			7,139			20,719			13,518

Impairment:
Provision for credit losses, net		1,747			2,708		2,694			58			4,441			2,766

Other (expense) income:
Change in fair value of warrant liabilities		(8	)		0		186			(3,734	)		178			(3,734	)
Gain on sale of real property							707			0			959			0
Impairment on real property							(346	)		0			(346	)		0
Total other (expense) income							547			(3,734	)		791			(3,734	)

Income before provision for income taxes		18,074			20,381		15,946			18,252			34,020			38,633
Income tax provision		0			0		0			0			0			0
Net income	$	18,074		$	20,381	$	15,946		$	18,252		$	34,020		$	38,633
Earnings per common share:
Basic	$	0.14		$	0.15	$	0.12		$	0.14		$	0.26		$	0.29
Diluted	$	0.14		$	0.15	$	0.12		$	0.14		$	0.26		$	0.29
Weighted-average shares of common stock outstanding, basic and diluted:
Basic		132,769,876			132,550,227		132,812,622			132,585,116			132,803,085			132,567,768
Diluted		132,836,771			132,678,812		132,930,721			132,646,389			132,895,582			132,636,425

See accompanying notes to the unaudited condensed consolidated financial statements

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Broadmark Realty Capital Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share data, unaudited)


	Preferred				Common Stock					Additional									Preferred				Common Stock					Additional
	Shares		Amount		Shares			Amount		Paid-in Capital			Accumulated Deficit			Total			Shares		Amount		Shares			Amount		Paid-in Capital			Accumulated Deficit			Total
Balances as of December 31, 2021		—	$	—		132,716,338		$	132	$	1,216,957		$	(68,621	)	$	1,148,468			0	$	0		132,716,338		$	132	$	1,216,957		$	(68,621	)	$	1,148,468
Net income		—		—		—			—		—			18,074			18,074			—		—		—			—		—			18,074			18,074
Dividends		—		—		—			—		—			(27,885	)		(27,885	)		—		—		—			—		—			(27,885	)		(27,885	)
Issuance of shares for vested restricted stock units		—		—		109,355			—		—			—			—			—		—		109,355			—		—			—			—
Issuance of shares for exercised warrants		—		—		25			—		—			—			—			—		—		25			—		—			—			—
Shares withheld for tax liability		—		—		(32,276	)		—		(328	)		—			(328	)		—		—		(32,276	)		—		(328	)		—			(328	)
Stock-based compensation expense for restricted stock units		—		—		—			—		985			—			985			—		—		—			—		985			—			985
Balances as of March 31, 2022		—	$	—		132,793,442		$	132	$	1,217,614		$	(78,432	)	$	1,139,314			—	$	—		132,793,442		$	132	$	1,217,614		$	(78,432	)	$	1,139,314
Net income																				—		—		—			—		—			15,946			15,946
Dividends																				—		—		—			—		—			(27,892	)		(27,892	)
Issuance of shares for vested restricted stock units																				—		—		71,036			—		—			—			—
Issuance of shares for exercised warrants																				—		—		—			—		—			—			—
Shares withheld for tax liability																				—		—		(5,891	)		—		(43	)		—			(43	)
Stock-based compensation expense for restricted stock units																				—		—		—			—		1,019			—			1,019
Balances as of June 30, 2022																				—	$	—		132,858,587		$	132	$	1,218,590		$	(90,378	)	$	1,128,344


	Preferred				Common Stock				Additional								Preferred				Common Stock					Additional
	Shares		Amount		Shares		Amount		Paid-in Capital		Accumulated Deficit			Total			Shares		Amount		Shares			Amount		Paid-in Capital			Accumulated Deficit			Total
Balances as of December 31, 2020		—	$	—		132,532,383	$	132	$	1,213,987	$	(39,698	)	$	1,174,421			—	$	—		132,532,383		$	132	$	1,213,987		$	(39,698	)	$	1,174,421
Net income		—		—		—		—		—		20,381			20,381			—		—		—			—		—			20,381			20,381
Dividends		—		—		—		—		—		(27,838	)		(27,838	)		—		—		—			—		—			(27,838	)		(27,838	)
Issuance of shares for vested restricted stock units		—		—		34,027		—		—		—			—			—		—		34,027			—		—			—			—
Stock-based compensation expense for restricted stock units		—		—		—		—		737		—			737			—		—		—			—		737			—			737
Balances as of March 31, 2021		—	$	—		132,566,410	$	132	$	1,214,724	$	(47,155	)	$	1,167,701			—	$	—		132,566,410		$	132	$	1,214,724		$	(47,155	)	$	1,167,701
Net income																		—		—		—			—		—			18,252			18,252
Dividends																		—		—		—			—		—			(27,843	)		(27,843	)
Issuance of shares for vested restricted stock units																		—		—		77,766			—		—			—			—
Shares withheld for tax liability																		—		—		(9,504	)		—		(135	)		—			(135	)
Stock-based compensation expense for restricted stock units																		—		—		—			—		924			—			924
Balances as of June 30, 2021																		—	$	—		132,634,672		$	132	$	1,215,513		$	(56,746	)	$	1,158,899

See accompanying notes to the unaudited condensed consolidated financial statements

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Broadmark Realty Capital Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)


	Three Months Ended						Six Months Ended
	March 31, 2022			March 31, 2021			June 30, 2022			June 30, 2021
Cash flows from operating activities
Net income	$	18,074		$	20,381		$	34,020		$	38,633
Adjustments to reconcile net income to net cash provided by operating activities:
Accretion of deferred origination and amendment fees		(5,318	)		(6,612	)		(10,830	)		(13,823	)
Depreciation and amortization		219			163			487			431
Amortization of right of use assets		99			94			200			189
Amortization of debt issuance costs		143			—			286			0
Amortization of credit facility costs		379			142			756			502
Stock-based compensation expense for restricted stock units		985			737			2,004			1,661
Provision for credit losses, net		1,747			2,708			4,441			2,766
Gain on sale of real property		(257	)		—			(959	)		0
Impairment on real property								346			0
Change in fair value of warrant liabilities		8			—			(178	)		3,734
Changes in operating assets and liabilities:
Interest and fees receivable, net		(1,991	)		(2,146	)		30			2,128
Other assets		(135	)		171			359			998
Accounts payable and accrued liabilities		714			713			2,251			(1,826	)
Lease liabilities		(114	)		(10	)		(231	)		(86	)
Net cash provided by operating activities		14,553			16,341			32,982			35,307
Cash flows from investing activities:
Origination and fundings of mortgage notes receivable		(123,802	)		(121,316	)
Principal collections and proceeds from mortgage notes receivable		96,366			114,792
Fundings of mortgage notes receivable								(277,342	)		(265,754	)
Principal collections								193,973			228,159
Origination and amendment fees received on mortgage notes receivable		1,968			2,269			5,135			3,627
Purchases of property and equipment		(198	)		(135	)		(122	)		(249	)
Proceeds from sale of real property		5,288			815			8,335			878
Improvements in real property		(1,450	)		(250	)		(3,754	)		(1,711	)
Net cash provided by (used in) investing activities		(21,828	)		(3,825	)		(73,775	)		(35,050	)
Cash flows from financing activities:
Dividends paid		(27,879	)		(26,510	)		(55,767	)		(54,349	)
Payment of costs to obtain financing		—			(5,104	)		0			(5,125	)
Payment of taxes on shares withheld for tax liability		(328	)		—			(371	)		(135	)
Net cash provided by (used in) financing activities		(28,207	)		(31,614	)		(56,138	)		(59,609	)
Net decrease in cash and cash equivalents		(35,482	)		(19,098	)		(96,931	)		(59,352	)
Cash and cash equivalents, beginning of period		132,889			223,375			132,889			223,375
Cash and cash equivalents, end of period	$	97,407		$	204,277		$	35,958		$	164,023
Supplemental disclosure of cash flow information:
Interest paid								2,542			0
Supplemental disclosure of non-cash investing and financing activities:
Dividends payable		9,297			9,280			9,301			9,284
Mortgage notes receivable converted to investment in real property		—			5,205			53,908			32,419
Investments in real property converted to mortgage notes receivable								25,900			0
Interest and fee receivables converted to investments in real property								1,244			0
Operating lease right-of-use assets		—			6,360			0			6,360
Lease liabilities arising from obtaining right-of-use assets		—			8,319			0			8,319
Property and equipment purchased through tenant improvement allowance		—			1,959			0			1,959

See accompanying notes to the unaudited condensed consolidated financial statements

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Broadmark Realty Capital Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 - Organization and Business

Broadmark Realty Capital Inc. (“Broadmark Realty,” “the Company,” “Successor,” “we,” “us” and “our”) is an internally managed commercial real estate finance company that provides secured financing to real estate investors and developers. Broadmark Realty’s objective is to preserve and protect stockholder capital while producing attractive risk-adjusted returns primarily through dividends generated from current income from its loan portfolio. Broadmark Realty has historically operated in states that it believes to have favorable demographic trends and provide Broadmark Realty the ability to efficiently access the underlying collateral in the event of borrower default.

The consolidated subsidiaries of Broadmark Realty include BRMK Lending, LLC, BRMK Management, Corp., and Broadmark Private REIT Management, LLC. BRMK Lending, LLC originates short-term loans secured by first deed of trust liens on residential and commercial real estate. BRMK Management, Corp. (the “Manager”) manages the underwriting, closing, servicing and disposition of mortgage notes, and performs all general and administrative duties for Broadmark Realty. Broadmark Private REIT Management, LLC (the “Private REIT Manager”) previously managed Broadmark Private REIT, LLC (the “Private REIT”), which was an unconsolidated affiliate of the Company that primarily participated in loans originated, underwritten and serviced by a subsidiary of Broadmark Realty. The Private REIT was liquidated during the quarter ended September 30, 2021. Refer to Note 12 for details about the liquidation of the Private REIT.

Broadmark Realty has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Broadmark Realty generally will not be subject to U.S. federal corporate income tax on that portion of its net income that is distributed to stockholders if it annually distributes dividends equal to at least 90% of its REIT taxable income to its stockholders (determined without regard to the dividends-paid deduction and excluding net capital gains) by prescribed dates and complies with various other requirements. ~~The Company~~Broadmark Realty also operates its business in a manner that permits it to maintain an exclusion from registration under the Investment Company Act of 1940. As a REIT, Broadmark Realty may own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”), which may earn income that would not be qualifying income if earned directly by a REIT. The Manager is a TRS and this election applies to the wholly-owned subsidiaries of the Manager, including the Private REIT Manager.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements include Broadmark Realty Capital Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited condensed consolidated interim financial statements have been prepared in accordance with the accounting policies described in the audited consolidated financial statements and should be read in conjunction with the accompanying notes included in Broadmark Realty Capital Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 28, 2022. The condensed consolidated balance sheet as of December 31, 2021, included herein, was derived from the audited financial statements of Broadmark Realty Capital Inc. as of that date.

The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of ~~March 31,~~June 30, 2022, our results of operations and stockholders’ equity for the three and six months ended ~~March 31,~~June 30, 2022 and 2021, and our cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021. The results of the three and six months ended ~~March 31,~~June 30, 2022 is not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any interim period or for any other future year.

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Broadmark Realty Capital Inc.

Principles of Consolidation

Broadmark Realty consolidates those entities in which it has control over significant operating, financial and investing decisions of the entity, as well as those entities deemed to be variable interest entities (“VIEs”), if any, in which Broadmark Realty is determined to be the primary beneficiary. Broadmark Realty is not the primary beneficiary of, and therefore does not consolidate, any VIEs in the accompanying unaudited condensed consolidated financial statements.

The Private REIT was determined to be a voting interest entity for which we, through our wholly-owned subsidiary who previously acted as manager with no significant equity investment, did not hold a controlling interest in and, therefore, did not consolidate. Furthermore, the Private REIT's participation in loans originated by us met the characteristics of a participating interest and the criterion for sale accounting in accordance with GAAP and therefore, was derecognized from our unaudited condensed consolidated financial statements. The Private REIT was liquidated in August 2021 and all participations in mortgage notes receivable held by the Private REIT were purchased for cash by the Company at the settlement value which approximated fair value.

Reclassifications

Certain amounts in our unaudited condensed consolidated financial statements as of and for the three and six months ended ~~March 31,~~June 30, 2021 have been reclassified to conform to the presentation of our current period unaudited condensed consolidated financial statements. These reclassifications had no effect on our previously reported net income or stockholders’ equity. The reclassifications include reclassifying certain board member expenses from compensation expense into general and administrative expense and separately presenting real property management expenses, net and interest expense on the unaudited condensed consolidated statements of income. The reclassification within the condensed consolidated statement of cash flows for the change in amortization of credit facility costs to the change in other assets resulted in no change to the cash provided by operating activities. The reclassifications also included the separate presentation of origination and fundings of mortgage notes receivable, principal collections and proceeds from mortgage notes receivable and origination and amendment fees received on mortgage notes receivable on the unaudited condensed consolidated statements of cash flows.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The most significant estimates relate to the expected credit losses on our loans, ~~and~~ the fair value of financial instruments, ~~and~~ exit prices for collateral dependent loans and the fair value of investments in real property. Accordingly, actual results could differ from those estimates.

For certain real properties, where a recent appraisal is either unavailable or not most representative of fair value, the fair value of the “as complete” property is based on a broker opinion of value including a capitalized income analysis and replacement cost analysis considering ~~historical operating results,~~ market rents, vacancy rates, capitalization rates, land cost comparisons, market trends and economic conditions. Depending on the stage of the underlying property, we also consider estimated costs to complete remaining construction and to lease up the finished property. The assessment of fair value of real property is subject to uncertainty and, in certain cases, sensitive to the selection of comparable properties.

Certain Significant Risks and Uncertainties

In the normal course of business, we encounter two primary types of economic risk in the form of credit and market risks. Credit risk is the risk of default on our investment in mortgage notes receivable resulting from a borrower's inability or unwillingness to make contractually required payments. Market risk is the risk of declining real estate values for the collateral underlying our loans which may make it more difficult for existing borrowers to remain current on their payment obligations, reduce the speed or ability for our loans to be repaid through the sale or refinance of the collateral and increase the likelihood that we will incur losses on our loans in the event of default as the value of collateral may be insufficient to cover our investment in the loan. We believe that the carrying values of our loans reasonably consider these risks.

In addition, we are subject to significant tax risks. If we were to fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal corporate income tax, which could be material.

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Broadmark Realty Capital Inc.

We operate in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, we believe that changes in any of the following areas could have a significant negative effect on us in terms of our future financial position, results of operations or cash flows: the economy in the areas we operate; competition in our market; the stability of the real estate market and the impact of interest rate changes; changes in government regulation affecting our business; public health crises, like the COVID-19 pandemic; natural disasters and catastrophic events; and our ability to attract and retain qualified employees and key personnel, among other things.

Reportable Segments

We operate the business as 1 reportable segment, which originates, underwrites and services ~~construction loans.~~loans secured by real estate.

Recently Issued Accounting Pronouncements Not Yet Adopted

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the accounting guidance for troubled debt restructurings (“TDR”) for creditors that have adopted the current expected credit losses (“CECL”) standard and requires enhanced disclosures for loan modifications made to borrowers experiencing financial difficulty in the form of interest rate reductions, principal forgiveness, other-than-insignificant payment delays, or term extensions. In addition, the new guidance requires presentation in the vintage disclosures of current-period gross write-offs by year of origination. The guidance is effective for the Company in the first quarter of 2023. Entities are able to early adopt the guidance and have the ability to early adopt the TDR enhancements separately from the vintage disclosures. We have not yet adopted this ASU. While the guidance will result in expanded disclosures, we do not believe the adoption of this guidance will have a material impact on our financial position, results of operation or cash flows.

Note 3 - Mortgage Notes Receivable

The stated principal amount of mortgage notes receivable in our portfolio represents our interest in loans secured by first deeds of trust, security agreements or legal title to real estate located in the United States. Our lending standards typically require that all mortgage notes receivable be secured by a first deed of trust lien on real estate and that the maximum loan to value ratio (“LTV”) be no greater than 65%. The LTV is calculated on an “as-complete” appraised value of the underlying collateral as determined by an independent appraiser at the time of the loan origination. The lending standards also typically limit the initial outstanding principal balance of the loan to a maximum LTV of up to 65% of the “as-is” appraised value of the underlying collateral, as determined by an independent appraiser at the time of the loan origination. Unless otherwise indicated, LTV is measured by the total commitment amount of the loan at origination divided by the “as-complete” appraisal. LTVs do not reflect interim loan activity such as construction draws or interest payments capitalized to loans, or partial repayments of the loan. The maximum amount of a single loan may not exceed 10% of our total assets and the maximum amount to a single borrower may not exceed 15% of our total assets. We consider the maximum LTV as an indicator for the credit quality of a mortgage note receivable.

Mortgage notes receivable are considered to be short-term financings. As of ~~March 31,~~June 30, 2022, the weighted average term of our active loans was 18 months at origination, which we often elect to extend for several months, based on our evaluation of the expected timeline for completion of construction. All loans require monthly interest only payments, with our weighted average interest rate on our portfolio being ~~10.4~~10.2% as of ~~March 31,~~June 30, 2022. Most loans are structured with an interest reserve holdback that covers the interest payments for ~~most of~~ the initial term of the loan. Once the interest reserve is depleted, borrowers are expected to pay their monthly interest payment within 10 days of month-end.

Mortgage notes receivable are presented net of construction holdbacks, interest reserves, allowance for credit losses and deferred origination and amendment fee income in the condensed consolidated balance sheets. The construction holdback represents amounts withheld from the funding of construction loans until we deem construction to be sufficiently completed. The interest reserve represents amounts withheld from the funding of certain mortgage notes receivable for the purpose of satisfying monthly interest payments over all or part of the term of the related note. Accrued interest is paid out of the interest reserve and recognized as interest income at the end of each month. The deferred origination and amendment fee income represents amounts that will be recognized over the contractual life of the underlying mortgage notes receivable.

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Broadmark Realty Capital Inc.

The following table reconciles outstanding mortgage loan commitments to the outstanding balance of mortgage notes receivable as of ~~March 31,~~June 30, 2022 and December 31, 2021:


(dollars in thousands)	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Total loan commitments	$	1,586,295	$	1,489,055	$	1,600,686	$	1,489,055
Less:
Construction holdbacks		591,876		524,462		578,492		524,462
Interest reserves		41,709		39,880		43,648		39,880
Total principal outstanding for our mortgage notes receivable		952,710		924,713		978,546		924,713
Less:
Allowance for credit losses(1)		8,647		10,394		9,526		10,394
Deferred origination and amendment fees		12,632		12,969		11,794		12,969
Mortgage notes receivable, net	$	931,431	$	901,350	$	957,226	$	901,350

(1)

As of ~~March 31,~~June 30, 2022, $~~1.1~~1.4 million of the allowance is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable and accrued liabilities in our condensed consolidated balance sheet.

In certain instances, where the interest reserve on a current loan has been fully depleted and the interest payment is not expected to be ~~collect~~edcollected from the borrower, we may place a current loan on non-accrual status and recognize interest income on a cash-basis where principal collection is not in doubt. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the principal outstanding on loans in contractual default status placed on non-accrual status was $91.7 $~~66.8~~ andand $101.9 million, ~~respectively, and~~respectively. In accordance with our CECL methodology, all loans including those on non-accrual ~~loans had~~status have an allowance for credit losses.

As of ~~March 31,~~June 30, 2022 and December 31, 2021, the total commitment on loans in contractual default was $~~187.8~~248.4 and $191.4 million, respectively.

Current Expected Credit Losses

In assessing the ~~current expected credit loss (“CECL“)~~CECL allowance, we consider historical loss experience, current conditions, and a reasonable and supportable forecast of the macroeconomic environment. We derived an annual historical loss rate based on the Company’s historical loss experience in ~~our~~its portfolio and the historical loss experience in the commercial real estate industry provided by a third party adjusted to incorporate the risks of construction lending and to reflect our expectations of the macroeconomic environment based on forecast data per the Federal Reserve.

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Broadmark Realty Capital Inc.

The following tables summarize the activity in the CECL allowance during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021:


	CECL Allowance								CECL Allowance
(dollars in thousands)	Funded			Unfunded (2)		Total			Funded			Unfunded (2)		Total
CECL allowance as of December 31, 2021	$	10,394		$	904	$	11,298		$	10,394		$	904	$	11,298
Provision for credit losses, net		1,554			193		1,747			1,554			193		1,747
Charge-offs(1)		(3,301	)		—		(3,301	)		(3,301	)		—		(3,301	)
CECL allowance as of March 31, 2022	$	8,647		$	1,097	$	9,744		$	8,647		$	1,097	$	9,744
Provision for credit losses, net										2,381			313		2,694
Charge-offs(1)										(1,502	)		0		(1,502	)
CECL allowance as of June 30, 2022									$	9,526		$	1,410	$	10,936


	CECL Allowance								CECL Allowance
(dollars in thousands)	Funded			Unfunded (2)		Total			Funded			Unfunded (2)			Total
CECL allowance as of December 31, 2020	$	10,590		$	0	$	10,590		$	10,590		$	0		$	10,590
Provision for credit losses, net		1,761			947		2,708			1,761			947			2,708
Charge-offs(1)		(1,688	)		0		(1,688	)		(1,688	)		0			(1,688	)
CECL allowance as of March 31, 2021	$	10,663		$	947	$	11,610		$	10,663		$	947		$	11,610
Provision for credit losses, net										280			(222	)		58
CECL allowance as of June 30, 2021									$	10,943		$	725		$	11,668

(1)

Charge-offs result from either loan repayments where the proceeds are less than the principal outstanding or transfers to investment in real property ~~owned upon foreclosure~~at the time that we take ownership of the property where the fair values of the underlying collateral are less than the principal outstanding.

(2)

CECL allowance related to unfunded commitments is presented as a liability under accounts payable and accrued liabilities in our condensed consolidated balance sheet.

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~~Broadmark Realty Capital Inc.~~

In determining our CECL allowance, we segment loans with similar characteristics. All of our loans are secured by residential or commercial real estate and, in assessing estimated credit losses, we evaluate various metrics, including, but not limited to, construction type, collateral type, LTV, market conditions of property location and borrower experience and financial strength.

The following tables allocate the carrying value of our loan portfolio based on our internal credit quality indicators in assessing estimated credit losses and vintage of origination at the dates indicated:


	At March 31, 2022						Year Originated (1)												June 30, 2022						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2022		2021		2020		2019		2018		Prior		Carrying Value			% of Portfolio			2022		2021		2020		2019		2018		Prior
Construction Type
Vertical Construction	$	495,037			52.7	%	$	121,566	$	207,032	$	127,173	$	1,334	$	1,247	$	36,685	$	490,054			50.7	%	$	189,305	$	184,441	$	76,976	$	1,582	$	1,296	$	36,454
Horizontal Development		202,100			21.5			48,370		129,316		24,414		0		0		—		242,332			25.2			92,490		131,680		18,162		0		0		—
Acquisition		98,990			10.5			3,318		95,672		0		0		0		0		108,277			11.2			12,247		96,030		0		0		0		0
Investment		65,962			7.0			8,088		34,306		2,165		0		3,753		17,650		51,984			5.4			37,336		14,648		0		0		0		0
Rehabilitation		31,968			3.4			12,281		8,911		10,776		0		0		0		33,036			3.4			12,480		10,846		9,710		0		0		0
Land Entitlement		25,350			2.7			1,349		24,001		0		0		0		0		25,691			2.7			1,757		23,934		0		0		0		0
Bridge		20,671			2.2			0		18,740		0		1,931		0		0		15,378			1.6			0		13,438		0		1,940		0		0
Total	$	940,078			100.0	%	$	194,972	$	517,978	$	164,528	$	3,265	$	5,000	$	54,335	$	966,752			100.0	%	$	345,615	$	475,017	$	104,848	$	3,522	$	1,296	$	36,454
CECL allowance(2)		(8,647	)																	(9,526	)
Carrying value, net	$	931,431																	$	957,226

��

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)

Includes $~~0.9~~1.0 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying collateral. In addition, $~~1.1~~ million of the CECL allowance is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable and accrued liabilities in our condensed consolidated balance sheet.

At March 31, 2022

Year Originated (1)

(dollars in thousands)

Carrying Value

% of Portfolio

2022

2021

2020

2019

2018

Prior

Collateral Type

Apartments

$
115,043

12.2
%

$
56,684

$
27,062

$
29,963

$
1,334

$
0

$
0

Residential Lots

110,316

11.8

12,428

71,309

26,579

0

0

0

Single Family Housing

103,128

11.1

50,542

50,117

2,319

0

0

150

Townhomes

84,810

9.0

27,769

43,757

12,691

0

0

593

Commercial

73,113

7.8

5,950

67,163

0

0

0

0

Mixed Use

72,265

7.7

1,104

58,454

10,776

1,931

0

0

Condos

68,059

7.2

4,201

6,330

20,189

0

1,247

36,092

Senior Housing

64,119

6.8

0

38,255

25,864

0

0

0

Storage

56,601

6.0

0

56,601

0

0

0

0

Unentitled Land

48,113

5.1

15,863

28,497

0

0

3,753

0

Entitled Land

47,117

5.0

960

28,657

0

0

0

17,500

Hotel

32,159

3.4

1,241

3,675

27,243

0

0

0

Offices

17,163

1.8

0

9,747

7,416

0

0

0

Quadplex

11,427

1.2

6,407

5,020

0

0

0

0

Commercial Lots

10,353

1.1

3,664

6,689

0

0

0

0

Commercial Other

9,723

1.0

0

9,723

0

0

0

0

Retail

8,410

0.9

0

6,922

1,488

0

0

0

Duplex

7,381

0.8

7,381

0

—

0

0

0

Triplex

778

0.1

778

0

0

0

0

0

Total

$
940,078

100.0
%

$
194,972

$
517,978

$
164,528

$
3,265

$
5,000

$
54,335

CECL allowance(2)

(8,647
)

Carrying value, net

$
931,431

~~(1)~~

~~Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.~~

~~(2)~~

~~Includes $0.9~~ ~~million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying collateral. In addition, $1.1~~1.4 million of the CECL allowance is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable and accrued liabilities in our condensed consolidated balance sheet.

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Broadmark Realty Capital Inc.

At March 31, 2022

Year Originated (1)

(dollars in thousands)

Carrying Value

% of Portfolio

2022

2021

2020

2019

2018

Prior

LTV (2)

0 - 40%

$
53,404

5.7
%

$
5,003

$
26,818

$
—

$
—

$
3,753

$
17,830

41 - 45%

45,239

4.8

11,667

29,554

4,018

—

—

—

46 - 50%

62,403

6.6

7,714

32,592

22,097

—

—

—

51 - 55%

122,558

13.0

40,419

73,192

8,684

—

—

263

56 - 60%

63,159

6.7

42,455

15,164

5,540

—

—

—

61 - 65%

572,393

61.0

79,008

338,828

113,803

3,265

1,247

36,242

66 - 70%

9,605

1.0

8,706

899

—

—

—

—

71- 80%

—

0.0

—

—

—

—

—

—

Above 80%

11,317

1.2

—

931

10,386

—

—

—

Total

$
940,078

100.0
%

$
194,972

$
517,978

$
164,528

$
3,265

$
5,000

$
54,335

CECL allowance(3)

(8,647
)

Carrying value, net

$
931,431


	June 30, 2022						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2022		2021		2020		2019		2018		Prior
Collateral Type
Apartments	$	140,899			14.6	%	$	76,665	$	37,709	$	24,943	$	1,582	$	0	$	0
Residential Lots		134,405			13.9			40,296		75,947		18,162		0		0		0
Single Family Housing		116,164			12.1			72,439		41,382		2,343		0		0		0
Townhomes		99,851			10.3			52,180		46,067		1,242		0		0		362
Mixed Use		73,109			7.6			4,434		57,025		9,710		1,940		0		0
Commercial		71,457			7.4			7,489		63,968		0		0		0		0
Condos		70,526			7.3			2,759		7,130		23,249		0		1,296		36,092
Storage		56,730			5.9			—		56,730		—		—		—		0
Entitled Land		46,070			4.8			18,765		27,305		0		0		0		0
Unentitled Land		43,329			4.5			32,912		10,417		0		0		0		0
Hotel		29,839			3.1			13,926		0		15,913		0		0		0
Offices		18,581			1.9			0		10,783		7,798		0		0		0
Senior Housing		14,306			1.5			0		14,306		0		0		0		0
Quadplex		12,680			1.3			6,211		6,469		0		0		0		0
Commercial Other		11,092			1.1			0		11,092		0		0		0		0
Commercial Lots		9,340			1.0			2,376		6,964		0		0		0		0
Duplex		8,894			0.9			8,894		0		—		0		0		0
Retail		8,422			0.9			5,211		1,723		1,488		0		0		0
Triplex		1,058			0.1			1,058		0		0		0		0		0
Total	$	966,752			100.0	%	$	345,615	$	475,017	$	104,848	$	3,522	$	1,296	$	36,454
CECL allowance(2)		(9,526	)
Carrying value, net	$	957,226

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)

Includes $1.0 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying collateral. In addition, $1.4 million of the CECL allowance is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable and accrued liabilities in our condensed consolidated balance sheet.


	June 30, 2022						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2022		2021		2020		2019		2018		Prior
LTV (2)
0 - 40%	$	34,963			3.6	%	$	5,077	$	29,886	$	—	$	—	$	0	$	0
41 - 45%		45,971			4.8			14,769		29,329		1,873		—		—		—
46 - 50%		47,033			4.9			17,475		13,424		16,134		—		—		—
51 - 55%		130,342			13.5			54,426		66,778		8,776		—		—		362
56 - 60%		99,739			10.3			67,971		31,319		449		—		—		—
61 - 65%		543,820			56.3			142,917		302,052		57,941		3,522		1,296		36,092
66 - 70%		41,067			4.2			39,736		1,331		—		—		—		—
71 - 75%		1,092			0.1			1,092		—		—		—		—		—
76- 80%		2,152			0.2			2,152		—		—		—		—		—
Above 80%		20,573			2.1			—		898		19,675		—		—		—
Total	$	966,752			100.0	%	$	345,615	$	475,017	$	104,848	$	3,522	$	1,296	$	36,454
CECL allowance(3)		(9,526	)
Carrying value, net	$	957,226

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)

Represents LTV as of origination or latest amendment. LTVs above 65% generally represent loans in contractual default status where we have agreed to extend funds to the borrower above 65% in order to facilitate successful completion of the construction and return of capital.

(3)

Includes $~~0.9~~1.0 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying collateral. In addition, $~~1.1~~1.4 million of the CECL allowance is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable and accrued liabilities in our condensed consolidated balance sheet.

At December 31, 2021

Year Originated (1)

(dollars in thousands)

Carrying Value

% of Portfolio

2021

2020

2019

2018

2017

Prior

Construction Type

Vertical Construction

$
478,475

52.5
%

$
234,861

$
191,896

$
1,177

$
2,491

$
47,789

$
261

Horizontal Development

196,543

21.5

169,041

27,502

0

0

0

0

Acquisition

96,937

10.6

96,937

0

0

0

0

0

Investment

65,703

7.2

42,509

2,101

0

3,608

17,485

0

Rehabilitation

27,023

3.0

11,320

15,703

0

0

0

0

Land Entitlement

24,529

2.7

24,529

0

0

0

0

0

Bridge

22,534

2.5

18,072

2,537

1,925

0

0

0

Total

$
911,744

100.0
%

$
597,269

$
239,739

$
3,102

$
6,099

$
65,274

$
261

CECL allowance(2)

(10,394
)

Carrying value, net

$
901,350

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Broadmark Realty Capital Inc.


	December 31, 2021						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2021		2020		2019		2018		2017		Prior
Construction Type
Vertical Construction	$	478,475			52.5	%	$	234,861	$	191,896	$	1,177	$	2,491	$	47,789	$	261
Horizontal Development		196,543			21.5			169,041		27,502		0		0		0		0
Acquisition		96,937			10.6			96,937		0		0		0		0		0
Investment		65,703			7.2			42,509		2,101		0		3,608		17,485		0
Rehabilitation		27,023			3.0			11,320		15,703		0		0		0		0
Land Entitlement		24,529			2.7			24,529		0		0		0		0		0
Bridge		22,534			2.5			18,072		2,537		1,925		0		0		0
Total	$	911,744			100.0	%	$	597,269	$	239,739	$	3,102	$	6,099	$	65,274	$	261
CECL allowance(2)		(10,394	)
Carrying value, net	$	901,350

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)

Includes $0.7 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying collateral.


	December 31, 2021						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2021		2020		2019		2018		2017		Prior
Collateral Type
Residential Lots	$	111,644			12.2	%	$	85,219	$	26,425	$	—	$	—	$	—	$	—
Apartments		107,765			11.8			38,232		68,356		1,177		—		—		—
Townhomes		93,300			10.2			51,240		28,979		—		1,017		11,803		261
Mixed Use		85,929			9.5			53,530		30,474		1,925		—		—		0
Single Family Housing		87,902			9.6			84,703		3,049		—		—		150		—
Condos		64,492			7.1			8,805		18,227		—		1,474		35,986		0
Commercial		61,592			6.8			61,592		—		—		—		—		—
Senior Housing		61,236			6.7			35,899		25,337		—		—		—		—
Storage		56,481			6.2			56,481		—		—		—		—		—
Unentitled Land		46,019			5.0			42,411		—		—		3,608		—		—
Entitled Land		45,098			4.9			27,763		—		—		—		17,335		—
Hotel		31,665			3.5			4,886		26,779		—		—		—		—
Offices		15,348			1.7			8,280		7,068		—		—		—		—
Commercial Lots		10,227			1.1			6,670		3,557		—		—		—		—
Quadplex		9,769			1.1			9,769		—		—		—		—		—
Commercial Other		9,080			1.0			9,080		0		—		—		—		—
Retail		7,873			0.9			6,385		1,488		—		0		—		—
Duplex		6,324			0.7			6,324		—		—		—		—		—
Total	$	911,744			100.0	%	$	597,269	$	239,739	$	3,102	$	6,099	$	65,274	$	261
CECL allowance(2)		(10,394	)
Carrying value, net	$	901,350

~~Table of Contents~~

~~Broadmark Realty Capital Inc.~~

At December 31, 2021

Year Originated (1)

(dollars in thousands)

Carrying Value

% of Portfolio

2021

2020

2019

2018

2017

Prior

Collateral Type

Residential Lots

$
111,644

12.2
%

$
85,219

$
26,425

$
—

$
—

$
—

$
—

Apartments

107,765

11.8

38,232

68,356

1,177

—

—

—

Townhomes

93,300

10.2

51,240

28,979

—

1,017

11,803

261

Mixed Use

85,929

9.5

53,530

30,474

1,925

—

—

0

Single Family Housing

87,902

9.6

84,703

3,049

—

—

150

—

Condos

64,492

7.1

8,805

18,227

—

1,474

35,986

0

Commercial

61,592

6.8

61,592

—

—

—

—

—

Senior Housing

61,236

6.7

35,899

25,337

—

—

—

—

Storage

56,481

6.2

56,481

—

—

—

—

—

Unentitled Land

46,019

5.0

42,411

—

—

3,608

—

—

Entitled Land

45,098

4.9

27,763

—

—

—

17,335

—

Hotel

31,665

3.5

4,886

26,779

—

—

—

—

Offices

15,348

1.7

8,280

7,068

—

—

—

—

Commercial Lots

10,227

1.1

6,670

3,557

—

—

—

—

Quadplex

9,769

1.1

9,769

—

—

—

—

—

Commercial Other

9,080

1.0

9,080

0

—

—

—

—

Retail

7,873

0.9

6,385

1,488

—

0

—

—

Duplex

6,324

0.7

6,324

—

—

—

—

—

Total

$
911,744

100.0
%

$
597,269

$
239,739

$
3,102

$
6,099

$
65,274

$
261

CECL allowance(2)

(10,394
)

Carrying value, net

$
901,350

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)

Includes $0.7 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying collateral.

At December 31, 2021

Year Originated (1)

(dollars in thousands)

Carrying Value

% of Portfolio

2021

2020

2019

2018

2017

Prior

LTV (2)

0 - 40%

$
53,907

5.9
%

$
32,634

$
—

$
—

$
3,608

$
17,665

$
0

41 - 45%

48,431

5.3

44,380

4,051

—

—

—

—

46 - 50%

63,690

7.0

41,356

21,317

—

1,017

—

0

51 - 55%

92,238

10.1

74,978

17,260

—

—

—

—

56 - 60%

79,039

8.7

27,115

40,190

—

—

11,473

261

61 - 65%

559,997

61.4

372,645

146,640

3,102

1,474

36,136

—

66 - 70%

645

0.1

645

—

—

—

—

—

71 - 80%

—

0.0

—

—

—

—

—

—

Above 80%

13,797

1.5

3,516

10,281

—

—

—

—

Total

$
911,744

100.0
%

$
597,269

$
239,739

$
3,102

$
6,099

$
65,274

$
261

CECL allowance(3)

(10,394
)

Carrying value, net

$
901,350

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Broadmark Realty Capital Inc.


	December 31, 2021						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2021		2020		2019		2018		2017		Prior
LTV (2)
0 - 40%	$	53,907			5.9	%	$	32,634	$	—	$	—	$	3,608	$	17,665	$	0
41 - 45%		48,431			5.3			44,380		4,051		—		—		—		—
46 - 50%		63,690			7.0			41,356		21,317		—		1,017		—		0
51 - 55%		92,238			10.1			74,978		17,260		—		—		—		—
56 - 60%		79,039			8.7			27,115		40,190		—		—		11,473		261
61 - 65%		559,997			61.4			372,645		146,640		3,102		1,474		36,136		—
66 - 70%		645			0.1			645		—		—		—		—		—
71 - 80%		—			0.0			—		—		—		—		—		—
Above 80%		13,797			1.5			3,516		10,281		—		—		—		—
Total	$	911,744			100.0	%	$	597,269	$	239,739	$	3,102	$	6,099	$	65,274	$	261
CECL allowance(3)		(10,394	)
Carrying value, net	$	901,350

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)

Represents LTV as of origination or latest amendment. LTVs above 65% generally represent loans in contractual default status where we have agreed to extend funds to the borrower above 65% in order to ensure successful completion of the construction and return of capital.

(3)

Includes $0.7 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying collateral.

~~Table of Contents~~

~~Broadmark Realty Capital Inc.~~

The following tables allocate the carrying value of collateral dependent loans in our loan portfolio to the collateral type at the dates indicated:


	At March 31, 2022							June 30, 2022
(dollars in thousands)	Carrying Value		CECL Allowance(1)			Carrying Value, net		Carrying Value		CECL Allowance(1)			Carrying Value, net
Collateral Type
Senior Housing	$	51,331	$	(1,117	)	$	50,214
Apartments		5,101		(57	)		5,044
Single Family Housing		742		(7	)		735
Residential Lots								$	17,192	$	(221	)	$	16,971
Condos		1,247		(912	)		335		1,296		(961	)		335
Townhomes		263		(1	)		262		269		(1	)		268
Total	$	58,684	$	(2,094	)	$	56,590	$	18,757	$	(1,183	)	$	17,574

(1)

Includes $~~0.9~~1.0 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying ~~collateral and~~ $~~1.2million where the fair value was greater than the amortized cost and the allowance is based on the standard CECL methodology.~~collateral.


	At December 31, 2021							December 31, 2021
(dollars in thousands)	Carrying Value		CECL Allowance(1)			Carrying Value, net		Carrying Value		CECL Allowance(1)			Carrying Value, net
Collateral Type
Senior Housing	$	25,337	$	(1,103	)	$	24,234	$	25,337	$	(1,103	)	$	24,234
Entitled Land		17,335		(42	)		17,293		17,335		(42	)		17,293
Single Family Housing		1,730		(15	)		1,715		1,730		(15	)		1,715
Condos		1,109		(673	)		436		1,109		(673	)		436
Townhomes		261		(1	)		260		261		(1	)		260
Total	$	45,772	$	(1,834	)	$	43,938	$	45,772	$	(1,834	)	$	43,938

(1)

Includes $0.7 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying ~~collateral and $1.1 million where the fair value was greater than the amortized cost and the allowance is based on the standard CECL methodology.~~collateral.

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Broadmark Realty Capital Inc.

Note 4 – Investment in Real Property

As of ~~March 31,~~June 30, 2022 and December 31, 2021, we owned 810 and 9 properties or projects totaling $~~63.6~~93.2 and $68.1 million, respectively.

Real property is classified as held for sale in the period when we commit to a plan and have the authority to sell the asset in its current condition, have initiated an active marketing plan to sell the asset at a price that is reflective of its current fair value and the sale of the asset is both probable and expected to qualify for full sales recognition within a period of 12 months. Real property, held for sale is held at the lower of cost or fair value less estimated costs to sell, which is evaluated on a quarterly basis.Real property that does not qualify as held for sale is classified as held for use. Once construction is complete, real property, held for use is depreciated using the straight-line method over the estimated useful life of the property and depreciation expense is no longer recorded once the real property is classified as held for sale. Costs related to acquisition, development, construction and improvements are capitalized toand impairment is recorded if the ~~extent the investment in the real property does not exceed~~total cost exceeds the fair value less estimated costs to sell. Expenditures for repairs and maintenance are charged to expense when incurred.

In April 2022, the Company executed an agreement with an unrelated party to sell a real property with a carrying value of $28.4 million for a sales price of $29.0 million. As part of the sale, the Company executed a promissory note with the purchaser in the principal amount of $25.9 million. This seller-financed sale of real property was evaluated for derecognition of the transferred assets and income recognition based on whether a sales contract existed and effective control was transferred to the purchaser and it was determined that the transaction met all of the criterion to be recognized as a sale.

The following tables provide information about the carrying value of our owned real property at the ~~periods~~dates indicated:


(dollars in thousands)	At March 31, 2022		At December 31, 2021		June 30, 2022		December 31, 2021
Collateral Type
Condos	$	28,236	$	28,441
Senior Housing					$	51,402	$	0
Offices		18,846		19,388		18,408		19,388
Townhomes		8,495		9,281		8,495		9,281
Single Family Housing		4,990		4,134		6,428		4,134
Apartments						5,448		0
Residential Lots						3,029		3,012
Condos						0		28,441
Retail		—		3,811		—		3,811
Residential Lots		3,019		3,012
Total	$	63,586	$	68,067	$	93,210	$	68,067


(dollars in thousands)	At March 31, 2022		At December 31, 2021		June 30, 2022		December 31, 2021
Held-for-sale	$	47,022	$	52,531
Held-for-use		16,564		15,536
Held for sale					$	75,637	$	52,531
Held for use						17,573		15,536
Total	$	63,586	$	68,067	$	93,210	$	68,067

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~~Broadmark Realty Capital Inc.~~

Note 5 – Fair Value Measurements

~~We follow the~~The accounting guidance ~~in ASC 820, Fair Value Measurements~~on fair value measurements and ~~Disclosures, which~~disclosures requires the categorization of fair value measurement into three broad levels of the fair value hierarchy as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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Broadmark Realty Capital Inc.

The following tables present estimated fair values of our financial instruments, as of the date indicated, whether or not recognized or recorded in the condensed consolidated balance sheets at the periods indicated:


	March 31, 2022				Fair Value Measurements Using						June 30, 2022				Fair Value Measurements Using
(dollars in thousands)	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3		Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	97,407	$	97,407	$	97,407	$	—	$	—	$	35,958	$	35,958	$	35,958	$	—	$	—
Mortgage notes receivable, net		931,431		931,431		—		—		931,431		957,226		957,226		—		—		957,226
Financial Liabilities
Senior unsecured notes		97,360		97,120		—		97,120		—
Senior unsecured notes, net												97,503		87,910		—		87,910		—
Private placement warrant liability		1,846		1,846		—		1,846		—		1,660		1,660		—		1,660		—


	December 31, 2021				Fair Value Measurements Using						December 31, 2021				Fair Value Measurements Using
(dollars in thousands)	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3		Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	132,889	$	132,889	$	132,889	$	—	$	—	$	132,889	$	132,889	$	132,889	$	—	$	—
Mortgage notes receivable, net		901,350		901,350		—		—		901,350		901,350		901,350		—		—		901,350
Financial Liabilities
Senior unsecured notes		97,223		100,000		—		100,000		—
Senior unsecured notes, net												97,223		100,000		—		100,000		—
Private placement warrant liability		1,838		1,838		—		1,838		—		1,838		1,838		—		1,838		—

The following table sets forth assets measured and reported at ~~carrying~~fair value on a nonrecurring basis as of ~~March 31,~~June 30, 2022 and December 31, 2021. All of these values are categorized as Level 3. The table also contains information about valuation methodologies and inputs.


	Carrying Value				Fair Value							Carrying Value				Fair Value
(dollars in thousands)	March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021		Valuation technique	Unobservable inputs	Range of inputs	June 30, 2022		December 31, 2021		June 30, 2022		December 31, 2021		Valuation technique	Unobservable inputs	Range of inputs
Real property — held for sale	$	47,022	$	52,531	$	48,035	$	54,169	Collateral valuations	Appraised value, broker opinion of value, discounted cash flows or capitalization rate applied to estimate net operating income	0 - 10%
Real property, held for use(1)												$	4,490	$	0	$	4,726	$	0	Collateral valuations	Appraised value, broker opinion of value, discounted cash flows or capitalization rate applied to estimate net operating income	0 - 10%
Collateral dependent loans, net of allowance for credit losses(1)		56,590		43,938		58,684		45,772	Collateral valuations	Discount to appraised value based on comparable market prices	0 - 10%		335		436		723		835	Collateral valuations	Discount to appraised value based on comparable market prices	0 - 10%
Total	$	103,612	$	96,469	$	106,719	$	99,941				$	4,825	$	436	$	5,449	$	835

~~Table~~(1)

Previously reported amounts included all real properties and collateral dependent loans regardless of ~~Contents~~

~~Broadmark Realty Capital Inc.~~

whether a mark to fair value occurred in the reporting period. The current disclosure represents only those measured at fair value on a nonrecurring basis during the reporting periods.

Fair Value on a Recurring Basis

The ~~Company recorded the value of the Private Placement Warrants as of June 30, 2021.~~private placement warrants are carried at fair value. Initially, the fair value of the ~~Private Placement Warrants~~private placement warrants was classified as Level 3 within the fair value hierarchy as it was valued using a lattice model, which primarily incorporates observable inputs such as our common stock price, exercise price, term of the warrant, dividend yield and the risk-free rate; however, it also incorporates an assumption for equity volatility. For the unobservable volatility input, we solved for the volatility of the ~~Public Warrants~~public warrants using the lattice model that captures the redemption right and analyzed the calculated equity volatility based on the volatility of the common stock of comparable public companies. ~~The~~This valuation methodology ~~as of June 30, 2021~~ resulted in the same value per share for both the ~~Public Warrants~~public warrants and ~~Private Placement Warrants,~~private placement warrants, indicating the redemption right, a feature excluded from ~~Private Placement Warrants,~~private placement warrants, did not change the valuation; and therefore, the quoted price per share of the ~~Public Warrants~~public warrants was used to value the ~~Private Placement Warrants~~private placement warrants on a recurring basis atbeginning September 30, 2021. As we utilized observable inputs in the valuation, specifically a quoted price for a similar item in an active market, we re-classified the ~~Private Placement Warrant~~private placement warrant liability from a Level 3 to a Level 2 within the fair value hierarchy as of September 30, 2021. The fair value of the 5.2 million ~~Private Placement Warrants,~~private placement warrants, estimated using the quoted share price of the ~~Public Warrants~~public warrants (BRMK.WS), was approximately $~~0.09~~0.08 per warrant or ~~$0.36~~$0.32 per share to arrive at $~~1.8~~1.7 million as of ~~March 31,~~June 30, 2022. Refer to Note 7 for additional details on the ~~Private Placement Warrants.~~private placement warrants.

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Broadmark Realty Capital Inc.

Fair Value on a Nonrecurring Basis

Investments in real properties are initially recorded at the ~~acquisition cost~~fair value less estimated costs to ~~sell. Upon transfer from mortgage notes receivable to investment in real estate property, the fair value less costs to~~ sell, which becomes the new cost basis for the real property. Costs related to acquisition, development, construction and improvements are ~~capitalized.~~capitalized to the extent the fair value less costs to sell is greater than the investment in real property. At each reporting date, the cost basis is compared to the fair value of real properties ~~held for sale are~~ based upon the most recent independent third-party appraisals of value discounted based upon our experience with actual liquidation values. These discounts to the appraisals generally range from 0%0% to 10~~%. As the result of using~~10% and are considered unobservable inputs in ~~the valuation, we classify investments in real properties held for sale as~~ Level 3 within the fair value hierarchy. Any decline in the fair value will be recorded in a valuation account to offset the cost basis and carry at fair value on a non-recurring basis.

For collateral dependent loans, the fair values are based on the value of the underlying collateral less the estimated costs to sell. At each reporting date, these loans are evaluated based upon the most recent independent third-party appraisals of value discounted based upon our experience with actual liquidation values. These discounts to the appraisals generally range from 0% to 10%. As the result of using unobservable inputs in the valuation, we classify collateral dependent as Level 3 within the fair value hierarchy.

Fair Value Disclosure Only

For our financial instruments, including cash equivalents, which are classified under Level 1 within the fair value hierarchy, the carrying amounts approximate fair value due to their short-term maturities.

Our mortgage notes receivable are evaluated for expected credit losses and mortgage notes receivable are presented net of an allowance for credit losses. Due to the short-term maturity of the mortgage notes receivable, a premium or discount is not material and the carrying value approximates fair value. We believe that our mortgage notes receivable net of the CECL allowance approximates fair value of the portfolio. As we utilize unobservable inputs, including third-party appraisals for estimating as-complete appraised values, we classify mortgage notes receivable as Level 3 within the fair value hierarchy.

Our senior unsecured notes were purchased at par by investors in a private placement, but trade in the secondary market. Fair value is estimated using current market quotes received from active markets and we classify as Level 1 within the fair value hierarchy.

Note 6 - Debt

On February 19, 2021, we entered into a credit agreement with a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, providing for a $135.0 million revolving credit facility maturing on February 19, 2024. We incurred fees of approximately $4.5 million in relation to the revolving credit facility, that were capitalized as deferred financing costs on the condensed consolidated balance sheets and are being amortized over the three-year term. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the revolving credit facility has 0 principal outstanding.

~~Table of Contents~~

~~Broadmark Realty Capital Inc.~~

Our obligations under the revolving credit facility are secured by substantially all of the Company’s assets. The revolving credit facility contains covenants customary for financings of this type, including limitations on the incurrence of indebtedness, liens, asset dispositions, acquisitions, mergers and consolidations, certain dividends, distributions and other payments, advances and investments, payments to affiliates, optional prepayments and other modifications of certain other indebtedness, and amendments, terminations and waivers of certain material agreements, as well as compliance with leverage and coverage ratios and maintenance of minimum tangible net worth. Among other things, the credit agreement provides that we may not pay cash dividends that would result in non-compliance with the financial covenants under the credit agreement or during an event of default under the credit agreement, except in the case of defaults other than payment defaults, for dividends in amounts necessary to maintain our REIT status. The revolving credit facility contains events of default customary for financings of this type, including failure to pay principal, interest and other amounts, materially incorrect representations or warranties, failure to observe covenants and other terms of the revolving credit facility, cross-defaults to other indebtedness, bankruptcy, insolvency, material judgments, certain ERISA violations, changes in control and failure to maintain REIT status, in some cases subject to customary grace periods.

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Broadmark Realty Capital Inc.

On November 12, 2021, we completed a private offering of $100.0 million of senior unsecured notes. Interest on the notes accrues at the fixed rate of 5.0% per annum, which is payable semi-annually on May 15 and November 15. The notes may be prepaid prior to their maturity date, subject to the payment of applicable premiums. The note purchase agreement governing the notes contains financial covenants that require compliance with leverage and coverage ratios and maintenance of minimum tangible net worth, as well as other affirmative and negative covenants that may limit, among other things, our ability to incur liens and enter into mergers or transfer all or substantially all of our assets. The note purchase agreement also includes customary representations and warranties and customary events of default. The amounts outstanding under the notes will be due on November 15, 2026. We incurred fees of approximately $2.9 million in relation to the issuance of the notes, which are amortized to interest expense over the remaining life of the respective loan term.

The following table presents the carrying values of our senior unsecured notes as of the periods indicated:


(dollars in thousands)	March 31, 2022			December 31, 2021			June 30, 2022			December 31, 2021
Principal	$	100,000		$	100,000		$	100,000		$	100,000
Debt issuance costs		(2,861	)		(2,855	)		(2,861	)		(2,855	)
Amortization of debt issuance costs		221			78			364			78
Total notes, net	$	97,360		$	97,223		$	97,503		$	97,223

The following ~~table summarizes~~tables summarize the interest expense related to our senior unsecured notes and revolving credit facility for the periods indicated:


	Three Months Ended												Three Months Ended
	March 31, 2022						March 31, 2021						June 30, 2022						June 30, 2021
(in thousands)	Amortization of Deferred Debt Costs		Interest Accrued		Undrawn Fees		Amortization of Deferred Debt Costs		Interest Accrued		Undrawn Fees		Amortization of Deferred Debt Costs		Interest Expense		Undrawn Fees		Amortization of Deferred Debt Costs		Interest Accrued		Undrawn Fees
5.00% senior unsecured notes	$	143	$	1,250	$	0	$	0	$	0	$	0	$	143	$	1,250	$	0	$	0	$	0	$	0
Revolving credit facility		379		0		343		142		0		154		377		0		350		377		0		341
Total	$	522	$	1,250	$	343	$	142	$	0	$	154	$	520	$	1,250	$	350	$	377	$	0	$	341


	Six Months Ended
	June 30, 2022						June 30, 2021
(in thousands)	Amortization of Deferred Debt Costs		Interest Expense		Undrawn Fees		Amortization of Deferred Debt Costs		Interest Accrued		Undrawn Fees
5.00% senior unsecured notes	$	286	$	2,500	$	0	$	0	$	0	$	0
Revolving credit facility		756		0		693		502		0		496
Total	$	1,042	$	2,500	$	693	$	502	$	0	$	496

Note 7 - Stockholders’ Equity and Earnings per Common Share

Stockholders’ Equity

Holders of our common stock are entitled to 1 vote for each share.

On March 2, 2021, we entered into a distribution agreement with J.P. Morgan Securities LLC, Barclays Capital Inc., B. Riley Securities, Inc., JMP Securities LLC and Raymond James & Associates, Inc. as sales agents, to sell shares of our common stock having an aggregate gross sales price of up to $200,000,000, from time to time, through an “at-the-market” equity offering program (the “ATM Program”). We have no obligation to sell any shares under the ATM Program, and sold no shares under the ATM Program during the three and six months ended ~~March 31,~~June 30, 2022 and 2021.

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As of ~~March 31,~~June 30, 2022 and December 31, 2021 there were 41.7 million ~~Public Warrants~~public warrants outstanding and 5.2 million ~~Private Placement Warrants~~private placement warrants outstanding. In the aggregate, we have outstanding warrants to purchase approximately 15.6 million shares of common stock at a price of $11.50 per whole share. Settlement of outstanding warrants will be in shares of our common stock, unless we elect (solely in our discretion) to settle warrants we have called for redemption in cash, and subject to customary adjustment in the event of business combinations and certain tender offers.

The liability for the ~~Private Placement Warrants~~private placement warrants was $~~1.8~~1.7 million as of ~~March 31,~~June 30, 2022 and is included in accounts payable and accrued liabilities in the condensed consolidated balance sheet.

Earnings per Common Share

The table below presents the computation of basic and diluted net income per share of common stock for the periods presented:


	Three Months Ended				Three Months Ended				Six Months Ended
(dollars in thousands, except share and per share data):	March 31, 2022		March 31, 2021		June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Net income	$	18,074	$	20,381	$	15,946	$	18,252	$	34,020	$	38,633
Basic weighted-average shares of common stock outstanding		132,769,876		132,550,227		132,812,622		132,585,116		132,803,085		132,567,768
Dilutive effect of share-based compensation – unvested restricted stock units		66,895		128,585		118,099		61,273		92,497		68,656
Diluted weighted-average shares of common stock outstanding		132,836,771		132,678,812		132,930,721		132,646,389		132,895,582		132,636,425
Basic earnings per share	$	0.14	$	0.15	$	0.12	$	0.14	$	0.26	$	0.29
Diluted earnings per share	$	0.14	$	0.15	$	0.12	$	0.14	$	0.26	$	0.29

For the periods presented, the following common stock equivalents were excluded from the calculations of diluted earnings per share because their effect would have been anti-dilutive:


	Three Months Ended				Three Months Ended				Six Months Ended
	March 31, 2022		March 31, 2021		June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Weighted-average restricted stock units outstanding		427,174		249,962		378,922		596,978		315,350		539,645
Unexercised Public Warrants and Private Placement Warrants		15,604,279		15,604,304
Unexercised public warrants and private placement warrants						15,604,279		15,604,304		15,604,279		15,604,304
Total stock equivalents excluded		16,031,453		15,854,266		15,983,201		16,201,282		15,919,629		16,143,949

Note 8 - Income Taxes

The Manager has elected to be treated as a TRS and this election applies to the wholly-owned subsidiaries of the Manager, including the Private REIT Manager. Having TRSs permit us to participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria, are conducted within the parameters of certain limitations established by the Internal Revenue Code of 1986, as amended (the “Code”) and are conducted in entities which elect to be treated as taxable subsidiaries under the Code. To the extent these criteria are met, we will continue to maintain the qualification as a REIT.

We generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S. federal income tax not to apply to earnings that we distribute. To the extent that we satisfy this distribution requirement but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of assets and the sources of income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of ~~March 31,~~June 30, 2022 and December 31, 2021, we were in compliance with all REIT requirements.

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Based on our evaluation, we concluded that there are 0 significant uncertain tax positions requiring recognition in our unaudited condensed consolidated financial statements of a contingent tax liability for uncertain tax positions. Additionally, there

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were 0 amounts accrued for penalties or interest as of or during the periods presented in the accompanying unaudited condensed consolidated financial statements.

The state and local tax jurisdictions for which we are subject to tax-filing obligations recognize our status as a REIT, and therefore, we generally do not pay income tax in such jurisdictions. We may, however, be subject to certain minimum state and local tax filing fees as well as certain excise or business taxes. Our TRSs are subject to U.S. federal, state and local income taxes.

Note 9 - Equity Incentive Plan

Stock Incentive Plan

The Broadmark Realty 2019 Stock Incentive Plan (the “Plan”) allows for the issuance of up to 5,000,000 stock options, stock appreciation rights, restricted stock awards, restricted stock units or other equity-based awards or any combination thereof to the directors, employees, consultants or any other party providing services to us. The Plan is administered by the compensation committee of our board of directors.

Awards made to our employees and directors typically consist of restricted stock units (“RSUs”) with only a service vesting condition. Awards to certain of our employees contain both service vesting and market conditions and are referred to as performance restricted stock units (“pRSUs”).

The ~~RSU~~RSUs granted under the Plan generally vest from one to three years depending on the terms of the specific award. All RSUs awarded will be settled upon vesting in shares of our common stock.

For the Company's pRSUs, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of market-based performance conditions. The ~~pRSUs~~market-based performance conditions are ~~contingently issuable at the end of the three fiscal year period~~ based on the ~~Company’s level of~~Company's achievement of a relative total ~~stockholder return relative to the total stockholder~~shareholder return (“~~Relative~~ TSR”) ofperformance requirement, on a ~~selected~~percentile basis, compared to a defined group of ~~industry~~ peer companies ~~for the three-year~~over three year performance ~~period. A variable level of shares of our common~~periods, or contingent upon achieving specific stock ~~will be earned based on the level of achievement of the Relative TSR goals. The earned pRSUs will be paid in the form of common stock promptly following the end of the three-year~~price milestones over a five year performance period.

The Company uses a Monte Carlo simulation model to determine the grant-date fair value of awards with market-based performance conditions. The weighted average fair value and assumptions used to value the pRSU awards granted with market-based performance conditions are as follows:


	Six Months Ended
	June 30, 2022			June 30, 2021
Performance share fair value	$	6.74		$	8.20
Risk-free interest rate		1.74	%		0.27	%
Expected volatility		30.48	%		25.71	%
Expected life (in years)		2.85			2.77
Expected dividend yield		9.82	%		8.13	%

Dividend equivalents are not accrued or paid on unvested equity awards granted to employees, executive officers and directors and accordingly those unvested equity awards are not considered participating securities.

If an award granted under the Plan expires or terminates, the shares subject to any portion of the award that expires or terminates without having been exercised or paid will again become available for the issuance of additional awards.

As of ~~March 31,~~June 30, 2022, there were ~~3,093,932~~3,106,272 shares available to be awarded under the Plan.

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The following tables summarize the activity related to RSUs and pRSUs during 2022:


	Shares			Weighted Average Grant Date Fair Market Value		Shares			Weighted Average Grant Date Fair Market Value
Unvested RSUs outstanding as of December 31, 2021		541,296					541,296
Granted		419,101		$	8.28		419,101		$	6.90
Vested		(109,355	)	$	10.55		(109,355	)	$	9.50	��
Forfeited		(5,691	)	$	10.46		(5,691	)	$	8.82
Unvested RSUs outstanding as of March 31, 2022		845,351					845,351
Granted							105,773		$	6.49
Vested							(71,036	)	$	10.52
Forfeited							(40,862	)	$	8.84
Unvested RSUs outstanding as of June 30, 2022							839,226

Shares

Weighted Average Grant Date Fair Market Value

Unvested pRSUs outstanding as of December 31, 2021

56,978

Granted

276,679

$
8.28

Unvested pRSUs outstanding as of March 31, 2022

333,657

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	Shares			Weighted Average Grant Date Fair Market Value
Unvested pRSUs outstanding as of December 31, 2021		56,978
Granted		276,679		$	6.74
Unvested pRSUs outstanding as of March 31, 2022		333,657
Forfeited		(39,084	)	$	7.35
Unvested pRSUs outstanding as of June 30, 2022		294,573

As of ~~March 31,~~June 30, 2022, there was $~~8.1~~7.1 million of net unrecognized compensation cost related to unvested stock-based compensation arrangements. This compensation will be recognized on a straight-line basis over a weighted-average recognition period of ~~2.2~~1.9 years.

Note 10 - Commitments and Contingencies

The following table illustrates our contractual obligations and commercial commitments by due date as of ~~March 31,~~June 30, 2022:


(dollars in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Construction holdbacks (1)	$	591,876	$	333,149	$	258,727	$	0	$	0	$	578,492	$	346,143	$	232,349	$	0	$	0
Operating lease obligations (2)		10,637		865		1,974		2,094		5,704		10,401		873		1,731		2,366		5,431
Total	$	602,513	$	334,014	$	260,701	$	2,094	$	5,704	$	588,893	$	347,016	$	234,080	$	2,366	$	5,431

(1)

The funding timing and amounts of construction holdbacks are uncertain as these commitments relate to loans for construction costs and depend on the progress and performance of the underlying projects.

(2)

The total operating lease obligation includes $~~2.7~~2.6 million of imputed interest.

Construction Loans

Our commitments and contingencies include usual obligations incurred by real estate lending companies in the normal course of business, including construction holdbacks as disclosed in Note 3.

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Lease Commitments

On March 18, 2020, we entered into a non-cancelable operating lease agreement for our office space in Seattle with an original lease period expiring in January 2032, which includes an option to extend the lease term for an additional five years. We have concluded that the renewal option is not reasonably certain of being exercised, therefore, the renewal is not included in the right of use asset and lease liability. The lease commencement date was in the first quarter of 2021. The total future cash payments included in the measurement of our operating lease liabilities, net of lease incentives, was $11.7 million at inception of the lease. The right-of-use assets obtained in exchange for the new operating lease obligation and the tenant improvements were $6.4 and $2.0 million, respectively. The discount rate for the operating lease was 6%, resulting in an initial imputed interest amount of $3.3 million.

Legal Proceedings

From time to time, we are named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, we do not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect our results of operations, financial condition or cash flows.

Concentration Risk

Our loan portfolio as of ~~March 31,~~June 30, 2022 is primarily secured by first deed of trust liens on residential and commercial real estate located in 20 states and the District of Columbia. Our loan portfolio is also concentrated within 10 counties, the largest being King County in Washington. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the top ten counties make up ~~46.4~~45.1% and 46.6% of the total committed amount of loans in our total portfolio.

Note 11 - Employee Benefit Plan

In 2022, we adopted a defined contribution 401(k) retirement plan covering Broadmark employees who have met certain eligibility requirements (the “Broadmark 401(k) Plan”). Eligible employees may contribute pre-tax compensation up to a maximum amount allowable under Internal Revenue Service limitations. Employee contributions and earnings thereon vest immediately. We currently match 3.5% on employee contributions of up to 6% of their annual compensation. The total expense related to the Broadmark 401(k) Plan was $0.1 and $0.2million, respectively for the three and six months ended ~~March 31,~~June 30, 2022.

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Note 12 - Related Party Transactions

The Private REIT was a private real estate finance company that primarily participated in short-term, first deed of trust loans secured by real estate that were originated, underwritten and serviced by ~~Broadmark Realty Capital Inc.~~the Company. The Private REIT was managed by our subsidiary in accordance with a market-based arrangement and was determined to be a voting interest entity. We did not directly or indirectly control the Private REIT and owned only a nominal interest in the Private REIT’s common units and, therefore, we did not consolidate the Private REIT.

In August 2021, in connection with the liquidation of the Private REIT, all participations in mortgage notes receivable held by the Private REIT were offered to and purchased for cash by the Company at the settlement value which ~~approximates~~approximated fair value of $43.5 million. As of September 30, 2021, the Private REIT had distributed the net assets in excess of cash required to discharge liabilities (including accrued liabilities for liquidation costs) to its investors based on their relative percentage interests. The Private REIT Manager, acting as liquidator, iswas responsible for discharging the Private REIT’s remaining liabilities and winding up its affairs, which was completed in the fourth quarter of 2021.

Note 13 - Subsequent Events

Dividend Declaration

On ~~March~~June 15, 2022, our board of directors declared a monthly cash dividend of $0.07 per common share payable on ~~April~~July 15, 2022 to stockholders of record as of ~~March 31,~~June 30, 2022, andand on ~~April~~July 18, 2022, our board of directors declared a cash dividend of $0.07 per common share payable on ~~May 16,~~August 15, 2022 to stockholders of record as of ~~April~~July 29, 2022.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 28, 2022 including the “Risk Factors” section and consolidated financial statements and notes included therein. The following discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. The results of operations for the three and six months ended ~~March 31,~~June 30, 2022 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2022 or for any other period. Unless the context otherwise requires, references to “Broadmark Realty,” the “Company,” “we,” “us” and “our” refer to Broadmark Realty Capital Inc., a Maryland corporation, and its consolidated subsidiaries.

Broadmark Realty is an internally managed commercial real estate finance company that has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes. Based in Seattle, Washington, we specialize in underwriting, funding, servicing and managing a portfolio of short-term, first deed of trust loans to fund the construction and development of, or investment in, residential or commercial properties. We categorize our loans into the following distinct purposes:

•

Vertical Construction: Loans which fund the building or installing of vertical improvements on real property.

•

Horizontal Development: Loans which fund the building or installing of horizontal improvements on real property including initial site preparation, ground clearing, installing utilities, and road, sidewalk and gutter paving.

•

Acquisition: Loans which fund the acquisition of a property where the intent is generally subsequent financing.

•

Land Entitlement: Loans which fund the entitlement of land and to obtain zoning, permitting or legal use to further develop the property.

•

Rehabilitation: Loans which fund the renovation or improvement of the physical existence of a real property.

•

Bridge: Loans collateralized by completed properties used by borrowers to lease and stabilize an asset with sufficient cashflows to obtain permanent financing.

•

Investment: Loans which do not fit into the other purposes described above such as a cash out refinance or partnership buyout.

We generally operate in states that we believe to have favorable demographic trends and that provide more efficient and quicker access to collateral in the event of borrower default. Beginning in early 2021, we have increased the number of states in which we operate in order to expand our potential lending markets and we plan to be a nationwide lender in the future. As of ~~March 31,~~June 30, 2022, our portfolio of ~~227~~234 active loans had approximately $1.6 billion of total commitments and ~~$952.7~~$978.5 million of principal outstanding across ~~175~~185 borrowers in 20 states and the District of Columbia. We refer to loans that have outstanding commitments or principal balances that have not been repaid or retired, including by foreclosure, as “active loans.” Total commitments refer to the aggregate sum of outstanding principal balances, construction holdbacks and committed amounts for future draws and interest reserves on our loans. Historically, our loan portfolio was 100% equity funded, and we had no outstanding debt. On November 12, 2021, we closed the private placement of $100.0 million aggregate principal amount of 5.0% senior unsecured notes due 2026. WeWe plan to opportunistically issue debt and raise capital in the public and private markets from time to time based on market conditions to fund the growth of our portfolio and produce attractive returns for our stockholders. On February 19, 2021, we closed on a $135.0 million revolving credit facility, which has enabled us to use a larger percentage of our cash balances for lending ~~activities~~.activities.

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Properties securing our loans are generally classified as residential properties, commercial properties or undeveloped land, and are typically not income producing. Each loan is secured by a first deed of trust lien on real estate. Our lending policy typically limits the committed amount of each loan to a maximum loan-to-value (“LTV”) ratio of up to 65% of the “as-complete” appraised value of the underlying collateral as determined by an independent appraiser at the time of the loan origination. Our lending policy also typically limits the initial outstanding principal balance of each loan to a maximum LTV of up to 65% of the “as-is” appraised value of the underlying collateral as determined by an independent appraiser at the time of the loan origination. At the time of origination, the difference between the initial outstanding principal and the total commitment is the amount held back for future release, subject to property inspections, progress reports and other conditions in accordance with the loan documents. Unless otherwise indicated, LTV is measured by the total commitment amount of the loan at origination divided by the “as-complete” appraisal. LTVs do not reflect interim activity such as construction draws or interest payments capitalized to loans, or partial repayments of the loan. As of ~~March 31,~~June 30, 2022, the weighted average LTV was ~~59.2%~~59.9% across our active loan portfolio, based on the total commitment of the loan and “as-complete” appraisals. For our loans in contractual default status as of ~~March 31,~~June 30, 2022, the weighted average LTV was approximately ~~80.2%~~85.1%, when measured by the sum of the principal outstanding, the estimated costs to complete and the accounts receivable for which collectability is reasonably assured, divided by the most recent “as-complete” appraisal. In addition, our loans are typically personally guaranteed on a recourse basis by the principals of the borrower or others at our discretion to provide further credit support for the loan. The personal guarantee may also be secured by collateral through a pledge of the guarantor’s interest in other real estate or assets owned by the guarantor. As of ~~March 31,~~June 30, 2022, a total of 2637 loans were in contractual default, totaling ~~$187.8~~$248.4 million in ~~total commitment or 11.8% of the portfolio based o~~n total commitment.

As of ~~March 31,~~June 30, 2022, the weighted average total commitment of our active loans was ~~$7.0~~$6.8 million, with a weighted average interest rate of ~~10.4%~~10.2%. The weighted average term of our active loans was 18 months at origination, which we often elect to extend for several months based on our evaluation of the expected timeline for completion of construction. We usually receive loan origination fees, or “points,” which, as of ~~March 31,~~June 30, 2022, had a weighted average fee of ~~3.3%~~2.9% of total commitment at origination, along with loan amendment and extension fees, each of which varies in amount based upon the term of the loan, the credit quality of the borrower and the loan otherwise satisfying our underwriting criteria. In addition, we charge late fees on past due receivables and receive reimbursements from borrowers for costs associated with services provided by us, such as closing costs, collection costs on defaulted loans and construction draw inspection fees.

As a result of the COVID-19 pandemic, we experienced an adverse impact on our loan portfolio, primarily in the form of a significant increase in defaulted loans and a slow-down in construction progress. For example, delays in local government permitting and inspections arising from measures to limit the spread of COVID-19 delayed some projects, adversely affecting the ability of borrowers to complete the projects in accordance with the terms of the loans. We experienced an increase in delinquencies and requests for extensions or forbearance. In addition, market conditions have increased the timeline to resolve non-performing loans. Delays in repayment of our outstanding loans or sales of foreclosed properties reduce the capital available for future loan originations.

The U.S. and global economy began reopening in 2021 and wider distribution of effective vaccines for COVID-19 encouraged greater economic activity. Nonetheless, the recovery could remain uneven, particularly given uncertainty with respect to the distribution and acceptance of the vaccines and their effectiveness in preventing the spread of COVID-19, including its new variant strains. There remains significant uncertainty regarding the timing and duration of the economic recovery, which precludes any prediction as to the ultimate adverse impact of the COVID-19 pandemic on economic and market conditions. There remain shortages in raw materials, manufactured products and labor across industries that are resulting in longer construction timelines and rising prices, which are dampening a full economic recovery within the construction industry. The prolonged duration and impact of the COVID-19 pandemic could continue to negatively impact our business, financial performance and operating results.

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As a result of limited residential housing supply, net migration trends and a low interest rate environment, we have seen an increase in new parties entering the real estate lending market as economic conditions have stabilized from the impact of the COVID-19 pandemic. Such new entrants, as well as existing lenders, have been aggressively pursuing yields. This has resulted in increased competition and pricing pressure on our business, which has driven, and we expect will continue to drive, increased variability in the amount of our loan originations from quarter-to-quarter and the yields we are able to achieve on new loans. Historically, we primarily competed on the basis of borrower relationships, loan structure, terms and service rather than on price; however, competitive conditions have led us in some cases to originate loans with terms that deviate from our historical practice, such as ~~a reduction in or~~ absence of minimum interest provisions in our mortgage notes, which in turn reduce the interest income we earn on those loans. Starting in the second quarter of 2021, we adopted a dynamic pricing model, in which we determine credit risk for prospective loans utilizing categories such as experience of the borrower, amount of new capital being contributed by the borrower or guarantors to the project and strength of the underlying collateral. Under the dynamic pricing model, originated loans that we underwrite as lower credit risk receive lower annual rates or loan origination fees than loans that we deem as higher credit risk. To the extent that competitive conditions lead us to originate a greater percentage of loans containing annual fees or loan origination fees at the lower end of our historic ranges, our interest and fee income and financial performance could continue to be adversely affected. ~~We expect these trends related~~Beginning in the second quarter of 2022, as a result of rising interest rates and associated pressures to service or refinance their debt capital, we have started to see competitors slow or pause their loan origination activities. This may lead to decreased competition and pricing pressure on our business, although there are no assurances that this trend will continue and the ~~competitive environment~~ultimate impact on the amount of loan originations and the yields we are able to ~~continue.~~receive on our loan originations is difficult to predict.

Key Indicators of Financial Condition and Operating Performance

In assessing the performance of our business, we consider a variety of financial and operating metrics, which include both GAAP and non-GAAP metrics, including the following:

Interest income earned on our loans. A primary source of our revenue is interest income earned on our loan portfolio. As of ~~March 31,~~June 30, 2022, our loans bear a weighted average interest rate of ~~10.4%~~10.2%, paid monthly, primarily from interest reserves and, to a much lesser extent, cash payments. Certain of our mortgage notes provide for minimum interest provisions, to which the contractual rate applies, which is typically between 50% and 70% of the face amount of the note until the outstanding principal under the note exceeds a minimum threshold. A reduction in or absence of minimum interest provisions in our mortgage notes and an increase in the amount of our loans in non-accrual status as a result of being in contractual default reduce our effective interest-bearing principal and the interest income we earn on our loans. The effective interest-bearing principal represents the principal balance outstanding plus the excess of minimum interest provisions over the actual principal outstanding and minus the principal balance outstanding on non-accrual status. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the effective interest-bearing principal net of non-accrual principal was ~~$895.3~~$887.9 and $840.1 million, respectively. This represents the principal balance outstanding of ~~$952.7~~$978.5 and $924.7 million plus the excess of minimum interest provisions over the actual principal outstanding of ~~$9.4~~$1.1 and $17.3 million less the non-accrual principal of ~~$66.8~~$91.7 and $101.9 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. We expect the trend of lower effective interest-bearing principal than historic levels to continue in subsequent quarters as a result of the absence of minimum interest provisions in new originations and loans in non-accrual status.

Fees and other revenue recognized from originating and servicing our loans. Fee income is comprised of loan origination and amendment fees, loan renewal and extension fees, late fees, inspection fees and exit fees. The majority of fee income is comprised of loan origination fees, or “points,” which as of ~~March 31,~~June 30, 2022, had a weighted average fee of ~~3.3%~~2.9% of the total commitment at origination. In addition to origination fees, we earn loan extension fees when maturing loans are renewed or extended and amendment fees when loan terms are modified, such as increases in interest reserves and construction holdbacks in line with our underwriting criteria or upon modification of a loan for the transition from horizontal development to vertical construction. Loans are generally only renewed or extended if the loan is not in default and satisfies our underwriting criteria, including our typical maximum LTV ratio of up to 65% of the appraised value, as determined by an independent appraiser at the time of loan origination, or based on an updated appraisal, if required. Loan origination and renewal fees are deferred and recognized in income over the contractual maturity of the underlying loan.

Loan originations. Our operating performance is heavily dependent upon our ability to originate new loans to invest new capital and re-invest returning capital from the repayment of loans. The dollar amounts of loan originations reflect the total commitment at origination and loan repayments reflect the total commitment at payoff. Given the short-term nature of our loans, loan principal on our loans is generally repaid on a faster basis than to other types of ~~lenders,~~loans, making redeployment of capital through our originations process an important factor in our success.

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The following tables contains the total amount of our loan originations and repayments for the periods indicated:


	Three Months Ended				Three Months Ended				Six Months Ended
(dollars in millions)	March 31, 2022		March 31, 2021		June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Loans originated(1)	$	167.5	$	117.6	$	144.4	$	197.4	$	311.9	$	315.0
Loans repaid(2)	$	65.1	$	71.2	$	100.5	$	111.2	$	165.6	$	182.4

(1)

Based on original total loan commitment amounts and excluding amendments.

(2)

Based on fully repaid loans during the period and excluding partial repayments.

Credit quality of our loan portfolio. All of our loans are secured by residential or commercial real estate and, in assessing estimated credit losses, we evaluate our internal credit quality indicators, including, but not limited to, construction type, collateral type, LTV, market conditions of property location and borrower experience and financial strength.

The following tables allocate the carrying value of our loan portfolio based on construction type, collateral type and LTV used in assessing estimated credit losses and vintage of origination at the dates indicated:


	At March 31, 2022						Year Originated (1)												June 30, 2022						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2022		2021		2020		2019		2018		Prior		Carrying Value			% of Portfolio			2022		2021		2020		2019		2018		Prior
Construction Type
Vertical Construction	$	495,037			52.7	%	$	121,566	$	207,032	$	127,173	$	1,334	$	1,247	$	36,685	$	490,054			50.7	%	$	189,305	$	184,441	$	76,976	$	1,582	$	1,296	$	36,454
Horizontal Development		202,100			21.5			48,370		129,316		24,414		—		—		—		242,332			25.2			92,490		131,680		18,162		—		—		—
Acquisition		98,990			10.5			3,318		95,672		—		—		—		—		108,277			11.2			12,247		96,030		—		—		—		—
Investment		65,962			7.0			8,088		34,306		2,165		—		3,753		17,650		51,984			5.4			37,336		14,648		—		—		—		—
Rehabilitation		31,968			3.4			12,281		8,911		10,776		—		—		—		33,036			3.4			12,480		10,846		9,710		—		—		—
Land Entitlement		25,350			2.7			1,349		24,001		—		—		—		—		25,691			2.7			1,757		23,934		—		—		—		—
Bridge		20,671			2.2			—		18,740		—		1,931		—		—		15,378			1.6			—		13,438		—		1,940		—		—
Total	$	940,078			100.0	%	$	194,972	$	517,978	$	164,528	$	3,265	$	5,000	$	54,335	$	966,752			100.0	%	$	345,615	$	475,017	$	104,848	$	3,522	$	1,296	$	36,454
CECL allowance(2)		(8,647	)																	(9,526	)
Carrying value, net	$	931,431																	$	957,226

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)

Includes ~~$0.9~~$1.0 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying collateral. In addition, ~~$1.1~~$1.4 million of the CECL allowance is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable and accrued liabilities in our condensed consolidated balance sheet.

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	At March 31, 2022						Year Originated (1)												June 30, 2022						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2022		2021		2020		2019		2018		Prior		Carrying Value			% of Portfolio			2022		2021		2020		2019		2018		Prior
Collateral Type
Apartments	$	115,043			12.2	%	$	56,684	$	27,062	$	29,963	$	1,334	$	—	$	—	$	140,899			14.6	%	$	76,665	$	37,709	$	24,943	$	1,582	$	—	$	—
Residential Lots		110,316			11.8			12,428		71,309		26,579		—		—		—		134,405			13.9			40,296		75,947		18,162		—		—		—
Single Family Housing		103,128			11.1			50,542		50,117		2,319		—		—		150		116,164			12.1			72,439		41,382		2,343		—		—		—
Townhomes		84,810			9.0			27,769		43,757		12,691		—		—		593		99,851			10.3			52,180		46,067		1,242		—		—		362
Mixed Use																				73,109			7.6			4,434		57,025		9,710		1,940		—		—
Commercial		73,113			7.8			5,950		67,163		—		—		—		—		71,457			7.4			7,489		63,968		—		—		—		—
Mixed Use		72,265			7.7			1,104		58,454		10,776		1,931		—		—
Condos		68,059			7.2			4,201		6,330		20,189		—		1,247		36,092		70,526			7.3			2,759		7,130		23,249		—		1,296		36,092
Senior Housing		64,119			6.8			—		38,255		25,864		—		—		—
Storage		56,601			6.0			—		56,601		—		—		—		—		56,730			5.9			—		56,730		—		—		—		—
Entitled Land																				46,070			4.8			18,765		27,305		—		—		—		—
Unentitled Land		48,113			5.1			15,863		28,497		—		—		3,753		—		43,329			4.5			32,912		10,417		—		—		—		—
Entitled Land		47,117			5.0			960		28,657		—		—		—		17,500
Hotel		32,159			3.4			1,241		3,675		27,243		—		—		—		29,839			3.1			13,926		—		15,913		—		—		—
Offices		17,163			1.8			—		9,747		7,416		—		—		—		18,581			1.9			—		10,783		7,798		—		—		—
Senior Housing																				14,306			1.5			—		14,306		—		—		—		—
Quadplex		11,427			1.2			6,407		5,020		—		—		—		—		12,680			1.3			6,211		6,469		—		—		—		—
Commercial Other																				11,092			1.1			—		11,092		—		—		—		—
Commercial Lots		10,353			1.1			3,664		6,689		—		—		—		—		9,340			1.0			2,376		6,964		—		—		—		—
Commercial Other		9,723			1.0			—		9,723		—		—		—		—
Duplex																				8,894			0.9			8,894		—		—		—		—		—
Retail		8,410			0.9			—		6,922		1,488		—		—		—		8,422			0.9			5,211		1,723		1,488		—		—		—
Duplex		7,381			0.8			7,381		—		—		—		—		—
Triplex		778			0.1			778		—		—		—		—		—		1,058			0.1			1,058		—		—		—		—		—
Total	$	940,078			100.0	%	$	194,972	$	517,978	$	164,528	$	3,265	$	5,000	$	54,335	$	966,752			100.0	%	$	345,615	$	475,017	$	104,848	$	3,522	$	1,296	$	36,454
CECL allowance(2)		(8,647	)																	(9,526	)
Carrying value, net	$	931,431																	$	957,226

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)


	At March 31, 2022						Year Originated (1)												June 30, 2022						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2022		2021		2020		2019		2018		Prior		Carrying Value			% of Portfolio			2022		2021		2020		2019		2018		Prior
LTV (2)
0 - 40%	$	53,404			5.7	%	$	5,003	$	26,818	$	—	$	—	$	3,753	$	17,830	$	34,963			3.6	%	$	5,077	$	29,886	$	—	$	—	$	0	$	—
41 - 45%		45,239			4.8			11,667		29,554		4,018		—		—		—		45,971			4.8			14,769		29,329		1,873		—		—		—
46 - 50%		62,403			6.6			7,714		32,592		22,097		—		—		—		47,033			4.9			17,475		13,424		16,134		—		—		—
51 - 55%		122,558			13.0			40,419		73,192		8,684		—		—		263		130,342			13.5			54,426		66,778		8,776		—		—		362
56 - 60%		63,159			6.7			42,455		15,164		5,540		—		—		—		99,739			10.3			67,971		31,319		449		—		—		—
61 - 65%		572,393			61.0			79,008		338,828		113,803		3,265		1,247		36,242		543,820			56.3			142,917		302,052		57,941		3,522		1,296		36,092
66 - 70%		9,605			1.0			8,706		899		—		—		—		—		41,067			4.2			39,736		1,331		—		—		—		—
71- 80%		—			0.0			—		—		—		—		—		—
71 - 75%																				1,092			0.1			1,092		—		—		—		—		—
76- 80%																				2,152			0.2			2,152		—		—		—		—		—
Above 80%		11,317			1.2			—		931		10,386		—		—		—		20,573			2.1			—		898		19,675		—		—		—
Total	$	940,078			100.0	%	$	194,972	$	517,978	$	164,528	$	3,265	$	5,000	$	54,335	$	966,752			100.0	%	$	345,615	$	475,017	$	104,848	$	3,522	$	1,296	$	36,454
CECL allowance(3)		(8,647	)																	(9,526	)
Carrying value, net	$	931,431																	$	957,226

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)

Represents LTV as of origination or latest amendment. LTVs above 65% generally represent loans in contractual default status where we have agreed to extend funds to the borrower above 65% in order to ensure successful completion of the construction and return of capital.

(3)

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	At December 31, 2021						Year Originated (1)												December 31, 2021						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2021		2020		2019		2018		2017		Prior		Carrying Value			% of Portfolio			2021		2020		2019		2018		2017		Prior
Construction Type
Vertical Construction	$	478,475			52.5	%	$	234,861	$	191,896	$	1,177	$	2,491	$	47,789	$	261	$	478,475			52.5	%	$	234,861	$	191,896	$	1,177	$	2,491	$	47,789	$	261
Horizontal Development		196,543			21.5			169,041		27,502		—		—		—		—		196,543			21.5			169,041		27,502		—		—		—		—
Acquisition		96,937			10.6			96,937		—		—		—		—		—		96,937			10.6			96,937		—		—		—		—		—
Investment		65,703			7.2			42,509		2,101		—		3,608		17,485		—		65,703			7.2			42,509		2,101		—		3,608		17,485		—
Rehabilitation		27,023			3.0			11,320		15,703		—		—		—		—		27,023			3.0			11,320		15,703		—		—		—		—
Land Entitlement		24,529			2.7			24,529		—		—		—		—		—		24,529			2.7			24,529		—		—		—		—		—
Bridge		22,534			2.5			18,072		2,537		1,925		—		—		—		22,534			2.5			18,072		2,537		1,925		—		—		—
Total	$	911,744			100.0	%	$	597,269	$	239,739	$	3,102	$	6,099	$	65,274	$	261	$	911,744			100.0	%	$	597,269	$	239,739	$	3,102	$	6,099	$	65,274	$	261
CECL allowance(2)		(10,394	)																	(10,394	)
Carrying value, net	$	901,350																	$	901,350

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)

Includes $0.7 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying collateral.


	At December 31, 2021						Year Originated (1)												December 31, 2021						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2021		2020		2019		2018		2017		Prior		Carrying Value			% of Portfolio			2021		2020		2019		2018		2017		Prior
Collateral Type
Residential Lots	$	111,644			12.2	%	$	85,219	$	26,425	$	—	$	—	$	—	$	—	$	111,644			12.2	%	$	85,219	$	26,425	$	—	$	—	$	—	$	—
Apartments		107,765			11.8			38,232		68,356		1,177		—		—		—		107,765			11.8			38,232		68,356		1,177		—		—		—
Townhomes		93,300			10.2			51,240		28,979		—		1,017		11,803		261		93,300			10.2			51,240		28,979		—		1,017		11,803		261
Mixed Use		85,929			9.5			53,530		30,474		1,925		—		—		—		85,929			9.5			53,530		30,474		1,925		—		—		—
Single Family Housing		87,902			9.6			84,703		3,049		—		—		150		—		87,902			9.6			84,703		3,049		—		—		150		—
Condos		64,492			7.1			8,805		18,227		—		1,474		35,986		—		64,492			7.1			8,805		18,227		—		1,474		35,986		—
Commercial		61,592			6.8			61,592		—		—		—		—		—		61,592			6.8			61,592		—		—		—		—		—
Senior Housing		61,236			6.7			35,899		25,337		—		—		—		—		61,236			6.7			35,899		25,337		—		—		—		—
Storage		56,481			6.2			56,481		—		—		—		—		—		56,481			6.2			56,481		—		—		—		—		—
Unentitled Land		46,019			5.0			42,411		—		—		3,608		—		—		46,019			5.0			42,411		—		—		3,608		—		—
Entitled Land		45,098			4.9			27,763		—		—		—		17,335		—		45,098			4.9			27,763		—		—		—		17,335		—
Hotel		31,665			3.5			4,886		26,779		—		—		—		—		31,665			3.5			4,886		26,779		—		—		—		—
Offices		15,348			1.7			8,280		7,068		—		—		—		—		15,348			1.7			8,280		7,068		—		—		—		—
Commercial Lots		10,227			1.1			6,670		3,557		—		—		—		—		10,227			1.1			6,670		3,557		—		—		—		—
Quadplex		9,769			1.1			9,769		—		—		—		—		—		9,769			1.1			9,769		—		—		—		—		—
Commercial Other		9,080			1.0			9,080		—		—		—		—		—		9,080			1.0			9,080		—		—		—		—		—
Retail		7,873			0.9			6,385		1,488		—		—		—		—		7,873			0.9			6,385		1,488		—		—		—		—
Duplex		6,324			0.7			6,324		—		—		—		—		—		6,324			0.7			6,324		—		—		—		—		—
Total	$	911,744			100.0	%	$	597,269	$	239,739	$	3,102	$	6,099	$	65,274	$	261	$	911,744			100.0	%	$	597,269	$	239,739	$	3,102	$	6,099	$	65,274	$	261
CECL allowance(2)		(10,394	)																	(10,394	)
Carrying value, net	$	901,350																	$	901,350

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)

Includes $0.7 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying collateral.

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	At December 31, 2021						Year Originated (1)												December 31, 2021						Year Originated (1)
(dollars in thousands)	Carrying Value			% of Portfolio			2021		2020		2019		2018		2017		Prior		Carrying Value			% of Portfolio			2021		2020		2019		2018		2017		Prior
LTV (2)
0 - 40%	$	53,907			5.9	%	$	32,634	$	—	$	—	$	3,608	$	17,665	$	—	$	53,907			5.9	%	$	32,634	$	—	$	—	$	3,608	$	17,665	$	—
41 - 45%		48,431			5.3			44,380		4,051		—		—		—		—		48,431			5.3			44,380		4,051		—		—		—		—
46 - 50%		63,690			7.0			41,356		21,317		—		1,017		—		—		63,690			7.0			41,356		21,317		—		1,017		—		—
51 - 55%		92,238			10.1			74,978		17,260		—		—		—		—		92,238			10.1			74,978		17,260		—		—		—		—
56 - 60%		79,039			8.7			27,115		40,190		—		—		11,473		261		79,039			8.7			27,115		40,190		—		—		11,473		261
61 - 65%		559,997			61.4			372,645		146,640		3,102		1,474		36,136		—		559,997			61.4			372,645		146,640		3,102		1,474		36,136		—
66 - 70%		645			0.1			645		—		—		—		—		—		645			0.1			645		—		—		—		—		—
71 - 80%		—			0.0			—		—		—		—		—		—		—			0.0			—		—		—		—		—		—
Above 80%		13,797			1.5			3,516		10,281		—		—		—		—		13,797			1.5			3,516		10,281		—		—		—		—
Total	$	911,744			100.0	%	$	597,269	$	239,739	$	3,102	$	6,099	$	65,274	$	261	$	911,744			100.0	%	$	597,269	$	239,739	$	3,102	$	6,099	$	65,274	$	261
CECL allowance(3)		(10,394	)																	(10,394	)
Carrying value, net	$	901,350																	$	901,350

(1)

Represents the year of either origination or amendment where the loan incurred a full re-underwriting in connection with the amendment.

(2)

Represents LTV as of origination or latest amendment. LTVs above 65% generally represent loans in contractual default status where we have agreed to extend funds to the borrower above 65% in order to ensure successful completion of the construction and return of capital.

(3)

Includes $0.7 million in loan specific allowances for loans deemed collateral dependent based on the excess amortized cost over the fair value of the underlying collateral.

Dividends Declared. The following table summarizes the declared cash dividends per common share activity for the periods indicated:

Three Months Ended

March 31, 2022

March 31, 2021

Dividends declared per common share

$
0.21

$
0.21


	Three Months Ended				Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2022
Dividends declared per common share	$	0.21	$	0.21	$	0.42	$	0.42

Earnings per Common Share. The following table summarizes the earnings (GAAP) and distributable earnings (non-GAAP) per common share activity for the periods indicated:


	Three Months Ended				Three Months Ended				Six Months Ended
	March 31, 2022		March 31, 2021		June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Earnings per common share, basic	$	0.14	$	0.15	$	0.12	$	0.14	$	0.26	$	0.29
Earnings per common share, diluted		0.14		0.15		0.12		0.14		0.26		0.29
Distributable earnings per diluted share of common stock prior to realized loss on investments		0.17		0.19		0.16		0.18		0.32		0.36
Distributable earnings per diluted share of common stock		0.15		0.18		0.16		0.18		0.30		0.35

Non-GAAP Financial Measures

Distributable Earnings

We have elected to present “distributable earnings” and “distributable earnings prior to realized loss on investments” as supplemental non-GAAP financial measures used by management to evaluate our operating performance. We define distributable earnings as net income attributable to common stockholders adjusted for: (i) impairment recorded on our investments; (ii) unrealized gains or losses on our investments (including provision for credit losses) and warrant liabilities; (iii) new public company transition expenses; (iv) non-capitalized transaction-related and other one-time expenses; (v) non-cash stock-based compensation; (vi) depreciation and amortization including amortization of our intangible assets; and (vii) deferred taxes, which are subject to variability and generally not indicative of future economic performance or representative of current operations.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, provision for credit losses, net was ~~$1.7~~$4.4 and ~~$2.7~~$2.8 million, respectively, which has been excluded from distributable earnings consistent with other unrealized gains (losses) pursuant to our policy for reporting distributable earnings. We expect to recognize such potential credit losses in distributable earnings if and when such amounts are deemed nonrecoverable upon a realization event. This is generally upon charge-off of principal at the time of loan repayment or upon sale of real property owned by us and the amount of proceeds is less than the principal outstanding at the time of foreclosure.

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Management believes that the adjustments to compute “distributable earnings” specified above allow investors and analysts to readily identify and track the operating performance of our assets, assist in comparing the operating results between periods, and enable investors to evaluate our current performance using the same measure that management uses to operate the business. Distributable earnings excludes certain recurring items, such as unrealized gains and losses (including provision for credit losses) and non-capitalized transaction-related expenses, because they are not considered by management to be part of our primary operations for the reasons described herein. However, management has elected to also present distributable earnings prior to realized loss on investments because it believes the Company’s investors use such measure to evaluate and compare the performance of the Company and its peers. As such, distributable earnings and distributable earnings prior to realized loss on investments are not intended to reflect all of our activity and should be considered as only one of the factors used by management in assessing our performance, along with GAAP net income which is inclusive of all of our activities.

As a REIT, we are required to distribute annually to our stockholders dividends equal to at least 90% of our annual REIT taxable income (determined without regard to the dividends-paid deduction and excluding net capital gains) and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of such taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons that stockholders invest in our common stock, we generally intend to attempt to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Distributable earnings and distributable earnings prior to realized loss on investments are one of many factors considered by our board of directors in declaring dividends and, while not direct measures of taxable income, over time, the measures can be considered useful indicators of our dividends.

Distributable earnings and distributable earnings prior to realized loss on investments do not represent, and should not be considered as a substitute for, or superior to, net income or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance with GAAP, and our calculation of these measures may not be comparable to similarly entitled measures reported by other companies.

The table below is a reconciliation of distributable earnings and distributable earnings prior to realized loss on investments to the most directly comparable GAAP financial measure:


	Three Months Ended						Three Months Ended					Six Months Ended
(dollars in thousands, except share and per share data)	March 31, 2022			March 31, 2021			June 30, 2022			June 30, 2021		June 30, 2022			June 30, 2021
Net income attributable to common stockholders	$	18,074		$	20,381		$	15,946		$	18,252	$	34,020		$	38,633
Adjustments for non-distributable earnings:
Stock-based compensation expense		985			737			1,019			924		2,004			1,661
New public company expenses(1)		—			664			—			289		—			953
Non-capitalized transaction and other one-time expenses(2)		1,027			—			577			—		1,604			—
Change in fair value of warrant liabilities		8			—			(186	)		3,734		(178	)		3,734
Depreciation and amortization		219			163			268			268		487			431
Impairment on real property								346			—		346			—
Provision for credit losses, net		1,747			2,708			2,694			58		4,441			2,766
Distributable earnings prior to realized loss on investments:	$	22,060		$	24,653		$	20,664		$	23,525	$	42,724		$	48,178
Realized credit losses(3)		(2,451	)		(1,401	)		40			—		(2,411	)		(1,401	)
Distributable earnings:	$	19,609		$	23,252		$	20,704		$	23,525	$	40,313		$	46,777
Distributable earnings per diluted share of common stock prior to realized loss on investments	$	0.17		$	0.19		$	0.16		$	0.18	$	0.32		$	0.36
Distributable earnings per diluted share of common stock	$	0.15		$	0.18		$	0.16		$	0.18	$	0.30		$	0.35
Weighted-average number of shares of common stock outstanding, basic and diluted
Basic		132,769,876			132,550,227			132,812,622			132,585,116		132,803,085			132,567,768
Diluted		132,836,771			132,678,812			132,930,721			132,646,389		132,895,582			132,636,425

(1)

Expenses directly related to professional fees in connection with our new public company reporting procedures, the design and implementation of internal controls under Section 404 of the Sarbanes-Oxley Act and the implementation of the CECL standard.

(2)

Includes other one-time expenses primarily related to the various costs associated with the search for and hiring of our new chief executive ~~officer.~~officer as well as non-capitalized property taxes accrued on held-for-sale real properties no longer under construction.

(3)

Represents credit losses recorded in the provision for credit losses and recognized in distributable earnings upon charge-off of principal at the time of loan repayment or upon sale of real property where proceeds received are less than the principal outstanding.

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Broadmark Realty Capital Inc.

Segment Reporting

We operate the business as one reportable segment, which originates, underwrites and services construction loans.

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~~Broadmark Realty Capital Inc.~~

Results from Operations

The period-to-period comparison of results is not necessarily indicative of results for future periods. The tables below set forth the results of our operations for the periods indicated, both in dollars and as a percentage of revenue (amounts in thousands, except percentage data):


	Three Months Ended						Six Months Ended
Statements of Operations Data:	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Revenues:
Interest income	$	22,132		$	21,618		$	46,242		$	43,635
Fee income		6,384			7,565			12,147			15,016
Total revenue		28,516			29,183			58,389			58,651

Expenses:
Compensation and employee benefits		3,920			3,550			8,998			6,996
General and administrative		3,309			2,816			6,545			5,416
Real property management expenses, net		1,074			55			941			108
Interest expense		2,120			718			4,235			998
Total expenses		10,423			7,139			20,719			13,518

Impairment:
Provision for credit losses, net		2,694			58			4,441			2,766

Other (expense) income:
Change in fair value of warrant liabilities		186			(3,734	)		178			(3,734	)
Gain on sale of real property		707			—			959			—
Impairment on real property		(346	)		—			(346	)		—
Total other (expense) income		547			(3,734	)		791			(3,734	)

Income before provision for income taxes		15,946			18,252			34,020			38,633
Income tax provision		—			—			—			—
Net income	$	15,946		$	18,252		$	34,020		$	38,633

Three Months Ended

Statements of Operations Data:

March 31, 2022

March 31, 2021

Revenues:

Interest income

$
24,110

$
22,017

Fee income

5,763

7,451

Total revenue

29,873

29,468

Expenses:

Compensation and employee benefits

5,078

3,446

General and administrative

2,851

2,653

Interest expense

2,115

280

Total expenses

10,044

6,379

Impairment:

Provision for credit losses, net

1,747

2,708

Other (expense) income:

Change in fair value of warrant liabilities

(8
)

—

Income before provision for income taxes

18,074

20,381

Income tax provision

—

—

Net income

$
18,074

$
20,381

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Three Months Ended

Percentage of Revenue:

March 31, 2022

March 31, 2021

Revenues:

Interest income

81
%

75
%
Fee income

19

25

Total revenue

100

100

Expenses:

Compensation and employee benefits

17

12

General and administrative

10

9

Interest expense

7

1

Total expenses

34

22

Impairment:

Provision for credit losses, net

6

9

Other (expense) income:

Change in fair value of warrant liabilities

—

—

Income before provision for income taxes

60

69

Income tax provision

—

—

Net income

60
%

69
%

Broadmark Realty Capital Inc.


	Three Months Ended						Six Months Ended
Percentage of Revenue:	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2022
Revenues:
Interest income		78	%		74	%		79	%		74	%
Fee income		22			26			21			26
Total revenue		100			100			100			100

Expenses:
Compensation and employee benefits		14			12			15			12
General and administrative		12			10			11			9
Real property management expenses, net		4			0			2			0
Interest expense		7			2			7			2
Total expenses		37			24			35			23

Impairment:
Provision for credit losses, net		9			0			8			5

Other (expense) income:
Change in fair value of warrant liabilities		1			(13	)		0			(6	)
Gain on sale of real property		2			—			2			—
Impairment on real property		(1	)		—			(1	)		—
Total other (expense) income		2			(13	)		1			(6	)

Income before provision for income taxes		56			63			58			66
Income tax provision		—			—			—			—
Net income		56	%		63	%		58	%		66	%

Comparison of Results of Operations

Unless otherwise stated, for purposes of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the comparison of the results of operations is for the three and six months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021.

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~~Broadmark Realty Capital Inc.~~

Three Months Ended June 30, 2022 Compared to June 30, 2021

Revenue

Total revenue for the three months ended ~~March 31,~~June 30, 2022 and 2021 was ~~$29.9~~$28.5 and ~~$29.5~~$29.2 million, respectively, ~~an increase~~a decrease of ~~$0.4~~$0.7 million. The ~~increase~~decrease primarily relates to a decrease in fee income of $1.2 million, partially offset by an increase in interest income of ~~$2.1 million, partially offset by a decrease in fee income of $1.7~~$0.5 million, which are discussed in more detail below.

Expenses

Total expenses for the three months ended ~~March 31,~~June 30, 2022 and 2021 were ~~$10.0~~$10.4 and ~~$6.4~~$7.1 million, respectively. The increase primarily relates to increases in interest expense, real property management expenses, net, general and administrative expenses and compensation and employee benefits of $1.4, $1.0, $0.5, and ~~general and administrative expenses of $1.8, $1.6 and $0.2~~$0.4 million, respectively, which are discussed in more detail below.

Interest Income

Interest income increased by ~~$2.1~~$0.5 million, or ~~9.5%~~2.4%, for the three months ended ~~March 31,~~June 30, 2022 from the three months ended ~~March 31,~~June 30, 2021, primarily due to an increase of 8%16% in the average size of our loan portfolio in the 2022 period compared to the 2021 period as a result of (1) the increase in the amount of capital deployed into new originations, (2) the increase in the size of our loan portfolio resulting from our purchase of loan participations in August 2021 in connection with the liquidation of the Private REIT and (3) a higher average effective interest-bearing principal outstanding during the 2022 period compared to the 2021 period as a result of a lower percentage of the loan portfolio being on non-accrual status. These increases were partially offset by the effect of lower fixed ~~rate interests~~interest rates and no minimum interest provisions on loans recently ~~originated.~~originated due to increased competition.

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Broadmark Realty Capital Inc.

Fee Income

Fee income decreased by ~~$1.7~~$1.2 million, or ~~22.7%~~15.6%, for the three months ended ~~March 31,~~June 30, 2022 from the three months ended ~~March 31,~~June 30, 2021, primarily due to lower weighted average origination fees on loans recently originated due to increased competition in the marketplace along with a lower volume of amendment and extension fees during the 2022 period compared to the 2021 period as fewer loans were extended beyond their maturity date due to construction delays. The decreases were partially offset by increases resulting from increases in our loan portfolio for the reasons discussed above in “Interest Income”.

Compensation and Employee Benefits

Compensation and employee benefits expense increased by ~~$1.6~~$0.4 million, or ~~47.4%~~10.4%, for the three months ended ~~March 31,~~June 30, 2022 from the three months ended ~~March 31,~~June 30, 2021, primarily due to an increase of ~~$1.5~~$0.5 million resulting from ~~increased incentive compensation,~~ higher employee headcount and wages ~~and relocation expenses associated with hiring the new chief executive officer~~ during the 2022 period compared to the 2021 period.

General and Administrative

General and administrative expense ~~remained relatively flat with an increase of $0.2~~increased by $0.5 million, or ~~7.5%~~17.5%, for the three months ended ~~March 31,~~June 30, 2022 from the three months ended ~~March 31,~~June 30, 2021. The increase was primarily due to increases of (1) $0.2 million in board member RSU expense and (3) $0.2 million in recruiting expenses associated with increased hiring during the 2022 period compared to the 2021 period.

Real Property Management Expense, net

Real property management expense, net increased by $1.0 million for the three months ended June 30, 2022 from the three months ended June 30, 2021, primarily due to a net increase of $1.0 million in non-capitalized operating costs, primarily property maintenance and property taxes on real property owned during the 2022 period compared to the 2021 period as a result of the higher amount of properties no longer under construction in 2022 compared to 2021.

Interest Expense

Interest expense increased by $1.4 million for the three months ended June 30, 2022 from the three months ended June 30, 2021, primarily due to $1.3 million in interest and amortization of deferred financing costs for our senior unsecured notes during the 2022 period with no corresponding amounts for the 2021 period as these notes were issued during the fourth quarter of 2021.

Other Income (Expense)

Other income increased $4.3 million for the three months ended June 30, 2022 to income of $0.5 million from the three months ended June 30, 2021 expense of $3.7 million. This increase primarily relates to the increase in unrealized gain or loss for the change in fair value of warrant liabilities. The private placement warrant liability of $3.7 million and corresponding unrealized loss was initially recorded in the second quarter of 2021 as a correction to an immaterial error. In addition, there was an increase in the 2022 period of $0.7 million related to a gain on sale of real property. The increases in other income were partially offset by an increase in other expense of $0.3 resulting from impairment on real property during the 2022 period compared to the 2021 period.

Provision for Credit Losses, Net

The provision for credit losses increased $2.6 million for the three months ended June 30, 2022 from the three months ended June 30, 2021. This increase primarily resulted from principal losses for paid off loans or loans transferred to real estate owned during the 2022 period, an increase in loans in contractual default and an increase in the average size of our loan portfolio in the 2022 period compared to the 2021 period.

Six Months Ended June 30, 2022 Compared to June 30, 2021

Revenue

Total revenue for the six months ended June 30, 2022 and 2021 was $58.4 and $58.7 million, respectively, a decrease of $0.3 million. The decrease primarily relates to a decrease in fee income of $2.9 million, partially offset by an increase in interest income of $2.6 million, which are discussed in more detail below.

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Broadmark Realty Capital Inc.

Expenses

Total expenses for the six months ended June 30, 2022 and 2021 were $20.7 and $13.5 million, respectively. The increase primarily relates to increases in interest expense, compensation and employee benefits, general and administrative expenses and real property management expenses, net of $3.2, $2.0, $1.1 and $0.8 million, respectively, which are discussed in more detail below.

Interest Income

Interest income increased by $2.6 million, or 6.0%, for the six months ended June 30, 2022 from the six months ended June 30, 2021, primarily due to an increase of 11% in the average size of our loan portfolio in the 2022 period compared to the 2021 period as a result of (1) the increase in the amount of capital deployed into new originations and (2) the increase in the size of our loan portfolio resulting from our purchase of loan participations in August 2021 in connection with the liquidation of the Private REIT. These increases were partially offset by a lower average effective interest-bearing principal outstanding during the 2022 period compared to the 2021 period as a result of a higher percentage of the loan portfolio being on non-accrual status and due to lower fixed interest rates and no minimum interest provisions on loans recently originated due to increased competition.

Fee Income

Fee income decreased by $2.9 million, or 19.1%, for the six months ended June 30, 2022 from the six months ended June 30, 2021, primarily due to lower weighted average origination fees on loans recently originated due to increased competition in the marketplace along with a lower volume of amendment and extension fees during the 2022 period compared to the 2021 period as fewer loans were extended beyond their maturity date due to construction delays. The decreases were partially offset by increases resulting from increases in our loan portfolio for the reasons discussed above in “Interest Income”.

Compensation and Employee Benefits

Compensation and employee benefits expense increased by $2.0 million, or 28.6%, for the six months ended June 30, 2022 from the six months ended June 30, 2021, primarily due to an increase of $1.9 million resulting from higher employee headcount and wages, relocation expenses associated with hiring the new chief executive officer, and increased incentive compensation during the 2022 period compared to the 2021 period.

General and Administrative

General and administrative expense increased by $1.1 million, or 20.8%, for the six months ended June 30, 2022 from the six months ended June 30, 2021. The increase was primarily due to an ~~increase~~increases of ~~$0.3~~(1) $0.5 million in recruiting expenses associated with hiring the new chief executive officer during the 2022 ~~period. This increase was partially offset by a~~period, (2) $0.2 million ~~decrease~~ in ~~professional services~~increased board member RSU expense during the 2022 period and (3) $0.2 million in increased computer and internet expenses primarily related to new system costs during the 2022 period compared to the 2021 period.

Real Property Management Expense, net

Real property management expense, net increased by $0.8 million for the six months ended June 30, 2022 from the six months ended June 30, 2021, primarily due to a net increase of $0.8 million in operating costs, primarily property maintenance and property taxes on real property owned during the 2022 period compared to the 2021 period as a result of the higher ~~costs incurred~~amount of properties no longer under construction in ~~2021 for the implementation of the CECL standard and the first year of auditor testing of internal controls under Section 404 of the Sarbanes-Oxley Act.~~2022 compared to 2021.

Interest Expense

Interest expense increased by ~~$1.8~~$3.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from the ~~three~~six months ended ~~March 31,~~June 30, 2021, primarily due to ~~increases during the 2022 period compared to the 2021 period of $1.4~~$2.8 million in interest ~~expense~~ and amortization of deferred financing costs for our senior unsecured notes during the 2022 period with no corresponding amounts for the 2021 period as these notes were issued during the fourth quarter of ~~2021 and $0.4 million as a result of full quarter of expenses in 2022 related to the undrawn fees and amortization of deferred financing costs for our revolving credit facility issued in February~~ 2021.

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Other Income (Expense)

Other income increased by $4.5 million for the six months ended June 30, 2022 to income of $0.8 million from the six months ended June 30, 2021 expense of $3.7 million. This increase primarily relates to the increase in unrealized gain or loss for the change in fair value of warrant liabilities. The private placement warrant liability of $3.7 million and corresponding unrealized loss was initially recorded in the second quarter of 2021 as a correction to an immaterial error. In addition, there was an increase of $1.0 million related to a gain on sale of real property during the 2022 period. The increases in other income were partially offset by an increase in other expense of $0.3 resulting from impairment on real property during the 2022 period compared to the 2021 period.

Provision for Credit Losses, Net

The provision for credit losses ~~decreased $1.0~~increased $1.7 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from the ~~three~~six months ended ~~March 31,~~June 30, 2021. This ~~decrease~~increase primarily resulted from principal losses on paid off loans or loans transferred to real estate owned during the 2022 period; partially offset by a decrease in our CECL allowance resulting from an increase in acquisition and investment type loans with lower construction risk ~~as well as a decrease in loans in contractual default~~ in the 2022 period compared to the 2021 period.

Liquidity and Capital Resources

Overview

Our primary liquidity needs include ongoing commitments to fund our lending activities and future funding obligations for our existing loan portfolio, paying dividends, repaying borrowings and funding other general business needs. Our material cash requirements from known contractual and other ~~obligation~~obligations are set forth in Note 10 - Commitment and Contingencies of our unaudited condensed consolidated financial statements included in this Report. As of ~~March 31,~~June 30, 2022 and December 31, 2021, our cash and cash equivalents totaled ~~$97.4~~$36.0 and $132.9 million, respectively. As of ~~March 31,~~June 30, 2022 and 2021, our total liquidity includes not only cash and cash equivalents, but our entire undrawn revolving credit facility of $135.0 million.

We seek to meet our long-term liquidity requirements, such as real estate lending needs, including future construction draw commitments, primarily through our existing cash resources and return of capital from investments, including loan repayments. Additionally, we intend to use borrowings under our revolving credit facility from time to time as a cash management tool in between collecting loan repayments. We expect to opportunistically issue debt and raise capital in the public and private markets from time to time based on market conditions. As of ~~March 31,~~June 30, 2022, we had $1.6 billion of total loan commitments outstanding, of which we have funded ~~$952.7~~$978.5 million.

Debt-to-Equity Ratio

The following table presents our debt-to-equity ratio, based on the amounts presented in our condensed consolidated balance sheets included in this Report, as of the dates presented:

March 31, 2022

December 31, 2021

Debt–to–Equity Ratio

0.085

0.085


	June 30, 2022		December 31, 2021
Debt–to–Equity Ratio		0.086		0.085

Revolving Credit Facility

On February 19, 2021, we entered into a credit agreement with a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, providing for a $135.0 million revolving credit ~~facility.~~facility with a three-year term and bearing interest at the prime rate plus 275 basis points. As a source of backup liquidity for future draws, the availability of the revolving credit facility has enabled us to use a larger percentage of our cash balances for lending activities. In October 2021, we made our first use of our revolving credit facility, with a draw of $50.0 million to support the funding of borrower draws and new loan originations while we awaited several large loan repayments. We then repaid the outstanding balance on our revolving credit facility in full by October 31, 2021 following the receipt of such loan repayments, minimizing the cost of such borrowing while earning fee income on the new borrower draws and loan originations. Subsequent to June 30, 2022, in July 2022, we made our second use of our revolving credit facility, with a draw of $20.0 million. These events demonstrate the value of our revolving credit facility as a cash management tool.

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Broadmark Realty Capital Inc.

Our obligations under the revolving credit facility are secured by substantially all of our assets. The revolving credit facility contains covenants customary for financings of this type, including limitations on the incurrence of indebtedness, liens, asset dispositions, acquisitions, mergers and consolidations, certain dividends, distributions and other payments, advances and investments, payments to affiliates, optional prepayments and other modifications of certain other indebtedness, and amendments, terminations and waivers of certain material agreements, as well as a minimum tangible net worth, a total debt to equity ratio and a minimum debt service coverage ratio requirement. Among other things, the credit agreement provides that we may not pay cash dividends that would result in non-compliance with the financial covenants under the credit agreement or during an event of default under the credit agreement, except in the case of defaults other than payment defaults, for dividends in the amounts necessary to maintain our REIT status. The revolving credit facility contains events of default customary for financings of this type, including failure to pay principal, interest and other amounts, materially incorrect representations or warranties, failure to observe covenants and other terms of the revolving credit facility, cross-defaults to other indebtedness, bankruptcy, insolvency, material judgments, certain ERISA violations, changes in control and failure to maintain REIT status, in some cases subject to customary grace periods.

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~~Broadmark Realty Capital Inc.~~

Senior Unsecured Notes

On November 12, 2021, we completed a private offering of $100.0 million of senior unsecured notes. Interest on the notes accrues at the fixed rate of 5.00% per annum, payable semi-annually in arrears. The notes may be prepaid prior to their maturity date, subject to the payment of applicable premiums. The note purchase agreement contains financial covenants that require compliance with leverage and coverage ratios and maintenance of minimum tangible net worth, as well as other affirmative and negative covenants that may limit, among other things, our ability to incur liens and enter into mergers or transfer all or substantially all of our assets. The note purchase agreement governing the notes also includes customary representations and warranties and customary events of default.

Equity Offering Program

On March 2, 2021, we entered into a distribution agreement with J.P. Morgan Securities LLC, Barclays Capital Inc., B. Riley Securities, Inc., JMP Securities LLC and Raymond James & Associates, Inc. as sales agents, to sell shares of our common stock having an aggregate gross sales price of up to $200,000,000, from time to time, through an “at-the-market” equity offering program (the “ATM Program”). We have no obligation to sell any shares under the ATM Program and sold no shares under the ATM Program during the three and six months ended ~~March 31,~~June 30, 2022.

We believe our existing sources of liquidity are sufficient to fund our existing commitments. To the extent funds available for new loans are limited, we will manage our capital deployment based on the receipt of payoffs and may from time-to-time use borrowings under our revolving credit facility. As a key component of our growth strategy going forward, we plan to raise capital from time to time subject to market conditions, which may include additional debt financing. We intend to maintain a conservative balance sheet and debt to equity ratio. Under our credit agreement for our revolving credit facility, we must maintain a total debt to equity ratio that does not exceed 30%.

As a REIT, we are required to distribute annually dividends equal to at least 90% of our annual REIT taxable income to our stockholders (determined without regard to the dividends-paid deduction and excluding net capital gains), including taxable income where Broadmark Realty does not receive corresponding cash. We intend to distribute all or substantially all of our REIT taxable income in order to comply with the REIT distribution requirements of the Code and to avoid U.S. federal income tax and the non-deductible excise tax.

Sources and Uses of Cash

The following table sets forth changes in cash and cash equivalents for the periods indicated:


	Six Months Ended
(dollars in thousands)	June 30, 2022			June 30, 2021
Cash provided by (used in):
Operating activities	$	32,982		$	35,307
Investing activities		(73,775	)		(35,050	)
Financing activities		(56,138	)		(59,609	)
Net decrease in cash & cash equivalents	$	(96,931	)	$	(59,352	)

Three Months Ended

(dollars in thousands)

March 31, 2022

March 31, 2021

Cash provided by (used in):

Operating activities

$
14,553

$
16,341

Investing activities

(21,828
)

(3,825
)
Financing activities

(28,207
)

(31,614
)
Net decrease in cash & cash equivalents

$
(35,482
)

$
(19,098
)

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Broadmark Realty Capital Inc.

Comparison of Results of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021

Net cash provided by operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 were ~~$14.6~~$33.0 and ~~$16.3~~$35.3 million, respectively. Net cash provided by operating activities is driven by our net income adjusted for non-cash items and changes in operating assets and liabilities. The ~~$1.7~~$2.3 million decrease in cash provided by operating activities in the 2022 period compared to the 2021 period was primarily due to the ~~$1.6~~$2.5 million of interest on the senior unsecured notes obtained during the 2022 period and an increase in cash paid for compensation and employee benefits, the reasons for which are discussed in more detail above in the “Comparison of Results of Operations.” The reconciliations between net income and cash provided by operating activities in the consolidated statement of cash flows include adjustments to net income for non-cash items that, while fluctuating between the 2022 and 2021 periods, have no effect on cash that was provided by operating activities.

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Net cash used in investing activities was ~~$21.8~~$73.8 and ~~$3.8~~$35.1 million, respectively for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021. The increase in cash used in investing activities of ~~$18.0~~$38.7 million was primarily due to ~~higher~~lower principal ~~outstanding~~collections under our mortgage notes receivable ~~between~~totaling $34.2 million in the 2022 ~~and~~period compared to the 2021 ~~periods~~period. This was partially offset by ~~the $5.0~~an $11.6 million increase in fundings for mortgage notes receivable and a $7.5 million increase in proceeds from sale of real ~~property.~~property during the 2022 period compared to the 2021 period.

Net cash used in financing activities was ~~$28.2~~$56.1 and ~~$31.6~~$59.6 million, respectively for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021. The decrease in cash used in financing activities of ~~$3.4~~$3.5 million was primarily due to the $5.1 million payment of costs to obtain our revolving credit facility in the 2021 period, partially offset by a $1.4 million increase in dividends paid in the 2022 period compared to the 2021 period.

Critical Accounting Policies and Estimates

For information on our critical accounting policies and estimates, see Part II “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Use of Estimates” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. There have been no material changes to our critical accounting policies and estimates as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At ~~March 31,~~June 30, 2022, we did not have any outstanding “market risk sensitive instruments,” as such term is used within the meaning of Item 305 of SEC Regulation S-K. However, we are subject to other types of business risk described below and under “Market Risks Related to Real Estate Loans” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

Interest Rate Risk

While we recently began investing in certain floating rate loans with interest rate floors, nearly all our loans bear a fixed rate of interest and we ~~do not~~ have ~~any~~very limited interest-rate sensitive ~~instruments~~ obligations outstanding, the nature of our business exposes us to business risk arising from changes in interest rates. Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. An increase or decrease in interest rates would not impact the interest charged on our then existing loan portfolio, as our loans bear fixed rates of interest. However, a rapid significant increase in interest rates may reduce the demand for mortgage loans due to the higher cost of borrowing, potentially resulting in a reduced demand for real estate, declining real estate values and higher default rates. Alternatively, a significant rapid decline in interest rates may negatively affect the amount of interest that we may charge on new loans, including those that are made with capital received as outstanding loans mature. Additionally, declining interest rates may also result in prepayments of existing loans, which may also result in the redeployment of capital in new loans bearing lower interest rates.

Credit ~~Risk~~Risku

Our loans are subject to credit risk. Credit risk is the exposure to loss from loan defaults. Default rates are subject to a wide variety of factors, including, but not limited to, borrower financial condition, property performance, property management, supply and demand factors, construction trends, consumer behavior, regional economics, interest rates, the strength of the U.S. economy and other factors beyond our control. All loans are subject to a certain possibility of default. We seek to mitigate credit risk by originating loans which are secured by first deed of trust liens on real estate with a maximum loan-to-value ratio of 65%. We also undertake extensive due diligence of the property that will be mortgaged to secure the loans, including review of third-party appraisals on the property.

Risks Related to Real Estate

Residential and commercial property values are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, events such as natural disasters, including hurricanes and earthquakes, acts of war and terrorism, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions (such as an oversupply of housing, retail, industrial, office or other commercial space); changes or continued weakness in specific industry segments; construction quality, construction cost, age and design; demographic factors; retroactive changes to building or similar codes; and increases in operating expenses (such as energy costs). In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the loans, which could also cause us to suffer losses. These factors could adversely affect our business, financial condition, results of operations and ability to pay dividends to stockholders.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2022.

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Changes in Internal Control Over Financial Reporting

During the quarter ended ~~March 31,~~June 30, 2022, there were no changes in the Company’s internal control over financial reporting (as such terms are defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in legal proceedings which arise in the ordinary course of business. It believes that the outcome of such matters, individually and in the aggregate, will not have a material adverse effect on its business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS


10.1		Amended and Restated Employment Agreement, dated ~~February 2,~~April 29, 2022, by and between Broadmark Realty Capital Inc. and ~~Brian Ward (incorporated by reference to Exhibit 10.1 to Broadmark Realty’s Form 8-K (File No. 001-39134), filed with the SEC on February 7, 2022).~~Daniel Hirsty.*

~~10.2~~		Letter Agreement, dated February 2, 2022, by and between Broadmark Realty Capital Inc. and Jeffrey Pyatt (incorporated by reference to Exhibit 10.2 to Broadmark Realty's Form 8-K (File No. 001-39134), filed with the SEC on February 7, 2022).

31.1		Rule13a‑14(a)/15d‑14(a) Certification of Chief Executive Officer of Broadmark Realty Capital Inc.*

31.2		Rule13a‑14(a)/15d‑14(a) Certification of Chief Financial Officer of Broadmark Realty Capital Inc.*

32.1		Section 1350 Certification of the Chief Executive Officer of Broadmark Realty Capital Inc.**

32.2		Section 1350 Certification of the Chief Financial Officer of Broadmark Realty Capital Inc.**

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*Exhibits that are filed or furnished herewith.

**This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	BROADMARK REALTY CAPITAL INC.

Date: ~~May 9,~~August 8, 2022	By:	/s/ Brian P. Ward
	Name:	Brian P. Ward
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: ~~May 9,~~August 8, 2022	By:	/s/ David Schneider
	Name:	David Schneider
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

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