UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

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

For the quarterly period ended June 30, ~~2019~~2020

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

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: 1-32733

EXANTAS CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Maryland		20-2287134
(State or other jurisdiction of		~~(I.R.S. Employer~~
incorporation or organization)		(I.R.S. Employer Identification No.)

~~717 Fifth~~865 Merrick Avenue, Suite 200 S, Westbury, New York ~~New York 10022~~11590

(Address of principal executive offices) (Zip Code)

~~(212) 621-3210~~(516) 535-0015

(~~Registrant's~~Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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, $0.001 par value	XAN	New York Stock Exchange
8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock	XANPrC	New York Stock Exchange

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 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, a smaller reporting company, or an emerging growth company. See the definitions of ~~"large~~“large accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~” “smaller reporting company,"” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☑
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

The number of outstanding shares of the ~~registrant's~~registrant’s common stock on August ~~2, 2019~~7, 2020 was ~~31,867,824~~32,074,187 shares.

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

INDEX TO QUARTERLY REPORT

ON FORM 10-Q

		PAGE
PART I		3
Item 1:	Financial Statements	3
	Consolidated Balance Sheets - June 30, ~~2019~~2020 (unaudited) and December 31, ~~2018~~2019	3
	Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	5
	Consolidated Statements of Comprehensive Income (Loss) (unaudited) Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	6
	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) Six Months Ended June 30, 2020 and 2019	7
	~~Consolidated Statements of Changes in Stockholders' Equity (unaudited) Six Months Ended June 30, 2019 and 2018~~	8
	Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019	98
	Notes to Consolidated Financial Statements - June 30, ~~2019~~2020 (unaudited)	119
Item 2:	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	7271
Item 4:	Controls and Procedures	73
PART II		74
Item 1:	Legal Proceedings	74
Item 1A:	Risk Factors	7574
Item 6:	Exhibits	7576
SIGNATURES		7879

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PART I

ITEM 1.

FINANCIAL STATEMENTS

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	June 30, 2019			December 31, 2018			June 30, 2020			December 31, 2019
	(unaudited)						(unaudited)
ASSETS ⁽¹⁾
Cash and cash equivalents	$	47,154		$	82,816		$	57,734		$	79,958
Restricted cash		14,062			12,658			12,924			14,476
Accrued interest receivable		9,155			8,198			8,276			8,042
CRE loans, net of allowances of $2,597 and $1,401		1,948,492			1,551,967
CRE loans								1,765,880			1,791,445
Less: allowance for credit losses								(61,091	)		(1,460	)
CRE loans, net								1,704,789			1,789,985
Investment securities available-for-sale		445,664			418,998			2,245			520,714
Principal paydowns receivable		33,150			32,083			45,099			19,517
Investments in unconsolidated entities		1,548			1,548			1,548			1,548
Derivatives, at fair value		—			985			—			30
Other assets		4,064			4,015			10,044			3,290
Assets held for sale (amounts include $16,082 and $17,000 of legacy CRE loans held for sale in continuing operations, see Note 20)		16,448			17,645
Assets held for sale								13,466			16,766
Total assets	$	2,519,737		$	2,130,913		$	1,856,125		$	2,454,326
LIABILITIES ⁽²⁾
Accounts payable and other liabilities	$	5,278		$	7,550		$	3,444		$	3,408
Management fee payable		864			938			446			701
Accrued interest payable		5,209			4,224			3,314			4,408
Borrowings		1,935,265			1,554,223			1,536,090			1,872,577
Distributions payable		8,896			7,265			4,313			10,492
Derivatives, at fair value		4,470			1,043			77			4,558
Accrued tax liability		33			31			56			38
Liabilities held for sale (see Note 20)		1,770			1,820
Liabilities held for sale								1,740			1,746
Total liabilities		1,961,785			1,577,094			1,549,480			1,897,928
STOCKHOLDERS' EQUITY
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001: 10,000,000 shares authorized 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share; 4,800,000 and 4,800,000 shares issued and outstanding		5			5			5			5
Common stock, par value $0.001: 125,000,000 shares authorized; 31,869,894 and 31,657,499 shares issued and outstanding (including 426,771 and 422,671 of unvested restricted shares)		32			32
Common stock, par value $0.001: 125,000,000 shares authorized; 32,058,492 and 31,880,594 shares issued and outstanding (including 331,681 and 420,962 of unvested restricted shares)								32			32
Additional paid-in capital		1,083,772			1,082,677			1,086,254			1,085,041
Accumulated other comprehensive income (loss)		1,677			(3,057	)
Accumulated other comprehensive (loss) income								(11,017	)		1,821
Distributions in excess of earnings		(527,534	)		(525,838	)		(768,629	)		(530,501	)
Total stockholders' equity		557,952			553,819
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,519,737		$	2,130,913
Total stockholders’ equity								306,645			556,398
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY							$	1,856,125		$	2,454,326

The accompanying notes are an integral part of these statements

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - (Continued)

(in thousands, except share and per share data)

	June 30, 2019		December 31, 2018		June 30, 2020		December 31, 2019
	(unaudited)				(unaudited)
(1) Assets of consolidated variable interest entities ("VIEs") included in total assets above:
(1) Assets of consolidated variable interest entities (“VIEs”) included in total assets above:
Restricted cash	$	6,132	$	6,189	$	12,575	$	532
Accrued interest receivable		5,528		3,548		6,074		3,780
CRE loans, pledged as collateral and net of allowances of $1,718 and $763		1,266,549		700,223
CRE loans, pledged as collateral						1,360,808		957,045
Principal paydowns receivable		33,150		31,914		45,099		19,239
Other assets		106		157		132		25
Total assets of consolidated VIEs	$	1,311,465	$	742,031	$	1,424,688	$	980,621
(2) Liabilities of consolidated VIEs included in total liabilities above:
Accounts payable and other liabilities	$	147	$	75	$	135	$	175
Accrued interest payable		1,268		709		656		897
Borrowings		963,383		501,045		1,117,391		746,439
Total liabilities of consolidated VIEs	$	964,798	$	501,829	$	1,118,182	$	747,511

The accompanying notes are an integral part of these statements

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)

	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
REVENUES
Interest income:
CRE loans	$	30,388		$	25,435		$	57,731		$	47,818		$	26,959		$	30,388		$	54,000		$	57,731
Securities		6,591			4,205			12,966			7,661			272			6,591			6,421			12,966
Other		159			20			373			138			12			159			112			373
Total interest income		37,138			29,660			71,070			55,617			27,243			37,138			60,533			71,070
Interest expense		21,581			16,159			40,976			30,543			12,547			21,581			30,941			40,976
Net interest income		15,557			13,501			30,094			25,074			14,696			15,557			29,592			30,094
Other revenue		26			152			52			57			20			26			43			52
Total revenues		15,583			13,653			30,146			25,131			14,716			15,583			29,635			30,146
OPERATING EXPENSES
Management fees		2,251			2,812			4,334			5,625			1,327			2,251			3,444			4,334
Equity compensation		412			659			1,095			1,626			715			412			1,213			1,095
General and administrative		2,495			2,547			5,072			5,607			2,875			2,495			6,257			5,072
Depreciation and amortization		7			19			31			32			7			7			22			31
Provision for (recovery of) loan losses, net		170			—			1,195			(799	)
Provision for credit losses, net														41,472			170			57,621			1,195
Total operating expenses		5,335			6,037			11,727			12,091			46,396			5,335			68,557			11,727

		10,248			7,616			18,419			13,040			(31,680	)		10,248			(38,922	)		18,419
OTHER INCOME (EXPENSE)
Equity in earnings (losses) of unconsolidated entities		—			69			—			(223	)
Net realized and unrealized gain on investment securities available-for-sale and loans and derivatives		4			932			4			290
Net realized and unrealized gain on investment securities, trading		—			58			—			53
Fair value adjustments on financial assets held for sale		(1,300	)		9			(1,402	)		(4,656	)
Net realized and unrealized (loss) gain on investment securities available-for-sale and loans and derivatives														(982	)		4			(186,339	)		4
Fair value and other adjustments on asset held for sale														(927	)		(1,300	)		(4,718	)		(1,402	)
Other income		51			506			152			517			189			51			58			152
Total other (expense) income		(1,245	)		1,574			(1,246	)		(4,019	)
Total other expense														(1,720	)		(1,245	)		(190,999	)		(1,246	)

INCOME FROM CONTINUING OPERATIONS BEFORE TAXES		9,003			9,190			17,173			9,021
Income tax (expense) benefit		—			(1	)		—			31
NET INCOME FROM CONTINUING OPERATIONS		9,003			9,189			17,173			9,052
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE TAXES														(33,400	)		9,003			(229,921	)		17,173
Income tax benefit														—			—			—			—
NET (LOSS) INCOME FROM CONTINUING OPERATIONS														(33,400	)		9,003			(229,921	)		17,173
NET LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX		(112	)		(450	)		(149	)		(203	)		—			(112	)		—			(149	)
NET INCOME		8,891			8,739			17,024			8,849
NET (LOSS) INCOME														(33,400	)		8,891			(229,921	)		17,024
Net income allocated to preferred shares		(2,587	)		(2,587	)		(5,175	)		(7,797	)		(2,587	)		(2,587	)		(5,175	)		(5,175	)
Consideration paid in excess of carrying value of preferred shares		—			—			—			(7,482	)
NET INCOME (LOSS) ALLOCABLE TO COMMON SHARES	$	6,304		$	6,152		$	11,849		$	(6,430	)
NET (LOSS) INCOME ALLOCABLE TO COMMON SHARES													$	(35,987	)	$	6,304		$	(235,096	)	$	11,849
NET (LOSS) INCOME PER COMMON SHARE - BASIC:
CONTINUING OPERATIONS													$	(1.14	)	$	0.20		$	(7.42	)	$	0.38
DISCONTINUED OPERATIONS														—			—			—			—
TOTAL NET (LOSS) INCOME PER COMMON SHARE - BASIC													$	(1.14	)	$	0.20		$	(7.42	)	$	0.38
NET (LOSS) INCOME PER COMMON SHARE - DILUTED:
CONTINUING OPERATIONS													$	(1.14	)	$	0.20		$	(7.42	)	$	0.38
DISCONTINUED OPERATIONS														—			—			—			—
TOTAL NET (LOSS) INCOME PER COMMON SHARE - DILUTED													$	(1.14	)	$	0.20		$	(7.42	)	$	0.38
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC														31,705,709			31,438,247			31,665,956			31,409,063
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED														31,705,709			31,656,180			31,665,956			31,594,046

The accompanying notes are an integral part of these statements

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~OPERATIONS - (Continued)~~COMPREHENSIVE INCOME (LOSS)

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

(unaudited)

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

NET INCOME (LOSS) PER COMMON SHARE - BASIC:

CONTINUING OPERATIONS

$
0.20

$
0.21

$
0.38

$
(0.20
)
DISCONTINUED OPERATIONS

—

(0.01
)

—

(0.01
)
TOTAL NET INCOME (LOSS) PER COMMON SHARE - BASIC

$
0.20

$
0.20

$
0.38

$
(0.21
)
NET INCOME (LOSS) PER COMMON SHARE - DILUTED:

CONTINUING OPERATIONS

$
0.20

$
0.21

$
0.38

$
(0.20
)
DISCONTINUED OPERATIONS

—

(0.01
)

—

(0.01
)
TOTAL NET INCOME (LOSS) PER COMMON SHARE - DILUTED

$
0.20

$
0.20

$
0.38

$
(0.21
)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC

31,438,247

31,215,598

31,409,063

31,163,859

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED

31,656,180

31,402,010

31,594,046

31,163,859

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Net (loss) income	$	(33,400	)	$	8,891		$	(229,921	)	$	17,024
Other comprehensive (loss) income:
Reclassification adjustments for realized losses (gains) on investment securities available-for-sale included in net (loss) income		—			(4	)		185,357			(4	)
Unrealized (losses) gains on investment securities available-for-sale, net		—			3,331			(191,283	)		9,196
Reclassification adjustments associated with net unrealized losses from interest rate hedges included in net loss (income)		344			(45	)		321			(68	)
Unrealized losses on derivatives, net		(484	)		(2,697	)		(7,233	)		(4,390	)
Total other comprehensive (loss) income		(140	)		585			(12,838	)		4,734
Comprehensive (loss) income before allocation to preferred shares		(33,540	)		9,476			(242,759	)		21,758
Net income allocated to preferred shares		(2,587	)		(2,587	)		(5,175	)		(5,175	)
Comprehensive (loss) income allocable to common shares	$	(36,127	)	$	6,889		$	(247,934	)	$	16,583

The accompanying notes are an integral part of these statements

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME (LOSS)~~CHANGES IN STOCKHOLDERS' EQUITY

(in ~~thousands)~~thousands, except share data)

(unaudited)

	Common Stock					Series C Preferred		Additional Paid-In		Accumulated Other Comprehensive			Retained Earnings (Distributions in Excess			Total Stockholders'
	Shares			Amount		Stock		Capital		(Loss) Income			of Earnings)			Equity
Balance, December 31, 2019		31,880,594		$	32	$	5	$	1,085,041	$	1,821		$	(530,501	)	$	556,398
Cumulative effect of accounting change for adoption of credit loss guidance		—			—		—		—		—			(3,032	)		(3,032	)
Balance, January 1, 2020		31,880,594		$	32	$	5	$	1,085,041	$	1,821		$	(533,533	)	$	553,366
Stock-based compensation		191,455			—		—		—		—			—			—
Amortization of stock-based compensation		—			—		—		498		—			—			498
Forfeiture of unvested stock		(29,988	)		—		—		—		—			—			—
Net loss		—			—		—		—		—			(196,521	)		(196,521	)
Distributions and accrual of cumulative preferred stock dividends		—			—		—		—		—			(2,588	)		(2,588	)
Securities available-for-sale without an allowance for credit losses, fair value adjustment, net		—			—		—		—		(5,926	)		—			(5,926	)
Designated derivatives, fair value adjustment		—			—		—		—		(6,772	)		—			(6,772	)
Balance, March 31, 2020		32,042,061		$	32	$	5	$	1,085,539	$	(10,877	)	$	(732,642	)	$	342,057
Stock-based compensation		16,431			—		—		—		—			—			—
Amortization of stock-based compensation		—			—		—		715		—			—			715
Net loss		—			—		—		—		—			(33,400	)		(33,400	)
Accrual of cumulative preferred stock dividends		—			—		—		—		—			(2,587	)		(2,587	)
Designated derivatives, fair value adjustment		—			—		—		—		(140	)		—			(140	)
Balance, June 30, 2020		32,058,492		$	32	$	5	$	1,086,254	$	(11,017	)	$	(768,629	)	$	306,645

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

Net income

$
8,891

$
8,739

$
17,024

$
8,849

Other comprehensive income (loss):

Reclassification adjustments for realized (gains) losses on investment securities available-for-sale included in net income

(4
)

—

(4
)

217

Unrealized gains on investment securities available-for-sale, net

3,331

1,607

9,196

98

Reclassification adjustments associated with unrealized gains from interest rate hedges included in net income

(45
)

—

(68
)

—

Unrealized (losses) gains on derivatives, net

(2,697
)

455

(4,390
)

1,604

Total other comprehensive income

585

2,062

4,734

1,919

Comprehensive income before allocation to preferred shares

9,476

10,801

21,758

10,768

Net income allocated to preferred shares

(2,587
)

(2,587
)

(5,175
)

(7,797
)
Consideration paid in excess of carrying value of preferred shares

—

—

—

(7,482
)
Comprehensive income (loss) allocable to common shares

$
6,889

$
8,214

$
16,583

$
(4,511
)

	Common Stock					Series C Preferred		Additional Paid-In		Accumulated Other Comprehensive			Retained Earnings (Distributions in Excess			Total Stockholders'
	Shares			Amount		Stock		Capital		(Loss) Income			of Earnings)			Equity
Balance, December 31, 2018		31,657,499		$	32	$	5	$	1,082,677	$	(3,057	)	$	(525,838	)	$	553,819
Stock-based compensation		213,614			—		—		—		—			—			—
Amortization of stock-based compensation		—			—		—		683		—			—			683
Forfeiture of unvested stock		(4,007	)		—		—		—		—			—			—
Net income		—			—		—		—		—			8,133			8,133
Distributions on preferred stock		—			—		—		—		—			(2,588	)		(2,588	)
Securities available-for-sale, fair value adjustment, net		—			—		—		—		5,865			—			5,865
Designated derivatives, fair value adjustment		—			—		—		—		(1,716	)		—			(1,716	)
Distributions on common stock		—			—		—		—		—			(6,373	)		(6,373	)
Balance, March 31, 2019		31,867,106		$	32	$	5	$	1,083,360	$	1,092		$	(526,666	)	$	557,823
Stock-based compensation		7,234			—		—		—		—			—			—
Amortization of stock-based compensation		—			—		—		412		—			—			412
Forfeiture of unvested stock		(4,446	)		—		—		—		—			—			—
Net income		—			—		—		—		—			8,891			8,891
Distributions on preferred stock		—			—		—		—		—			(2,587	)		(2,587	)
Securities available-for-sale, fair value adjustment, net		—			—		—		—		3,326			—			3,326
Designated derivatives, fair value adjustment		—			—		—		—		(2,741	)		—			(2,741	)
Distributions on common stock		—			—		—		—		—			(7,172	)		(7,172	)
Balance, June 30, 2019		31,869,894		$	32	$	5	$	1,083,772	$	1,677		$	(527,534	)	$	557,952

The accompanying notes are an integral part of these statements

(Back to Index)

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY~~

~~FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2018~~

~~(in thousands, except share data)~~

~~(unaudited)~~

Common Stock

Series B Preferred

Series C Preferred

Additional Paid-In

Accumulated Other Comprehensive

Retained

Distributions in Excess of

Total Stockholders'

Shares

Amount

Stock

Stock

Capital

Income (Loss)

Earnings

Earnings

Equity

Balance, January 1, 2018

31,429,892

$
31

$
5

$
5

$
1,187,911

$
1,297

$
—

$
(517,773
)

$
671,476

Stock-based compensation

236,387

1

—

—

—

—

—

—

1

Amortization of stock-based compensation

—

—

—

—

1,626

—

—

—

1,626

Retirement of common stock

(7,134
)

—

—

—

(70
)

—

—

—

(70
)
Forfeiture of unvested stock

(1,725
)

—

—

—

—

—

—

—

—

Net income

—

—

—

—

—

—

8,849

—

8,849
��
Distributions on preferred stock

—

—

—

—

—

—

(7,797
)

—

(7,797
)
Preferred stock redemption

—

—

(5
)

—

(107,881
)

—

(7,482
)

—

(115,368
)
Securities available-for-sale, fair value adjustment, net

—

—

—

—

—

315

—

—

315

Designated derivatives, fair value adjustment

—

—

—

—

—

1,604

—

—

1,604

Distributions on common stock

—

—

—

—

—

—

6,430

(11,179
)

(4,749
)
Balance, June 30, 2018

31,657,420

$
32

$
—

$
5

$
1,081,586

$
3,216

$
—

$
(528,952
)

$
555,887

Balance, January 1, 2019

31,657,499

$
32

$
—

$
5

$
1,082,677

$
(3,057
)

$
—

$
(525,838
)

$
553,819

Stock-based compensation

220,848

—

—

—

—

—

—

—

—

Amortization of stock-based compensation

—

—

—

—

1,095

—

—

—

1,095

Forfeiture of unvested stock

(8,453
)

—

—

—

—

—

—

—

—

Net income

—

—

—

—

—

—

17,024

—

17,024

Distributions on preferred stock

—

—

—

—

—

—

(5,175
)

—

(5,175
)
Securities available-for-sale, fair value adjustment, net

—

—

—

—

—

9,192

—

—

9,192

Designated derivatives, fair value adjustment

—

—

—

—

—

(4,458
)

—

—

(4,458
)
Distributions on common stock

—

—

—

—

—

—

(11,849
)

(1,696
)

(13,545
)
Balance, June 30, 2019

31,869,894

$
32

$
—

$
5

$
1,083,772

$
1,677

$
—

$
(527,534
)

$
557,952

~~The accompanying notes are an integral part of these statements~~

~~(Back to Index)~~

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Six Months Ended						For the Six Months Ended
	June 30,						June 30,
	2019			2018			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	17,024		$	8,849
Net (loss) income							$	(229,921	)	$	17,024
Net loss from discontinued operations, net of tax		149			203			—			149
Net income from continuing operations		17,173			9,052
Adjustments to reconcile net income from continuing operations to net cash provided by continuing operating activities:
Provision for (recovery of) loan losses, net		1,195			(799	)
Net (loss) income from continuing operations								(229,921	)		17,173
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by continuing operating activities:
Provision for credit losses, net								57,621			1,195
Depreciation, amortization and accretion		1,293			980			2,494			1,293
Amortization of stock-based compensation		1,095			1,626			1,213			1,095
Principal payments on syndicated corporate loans held for sale		—			60
Principal payments on investment securities, trading		—			241
Net realized and unrealized gain on investment securities, trading		—			(53	)
Net realized and unrealized gain on investment securities available-for-sale and loans and derivatives		(4	)		(290	)
Fair value adjustments on financial assets held for sale		1,402			4,656
Equity in losses of unconsolidated entities		—			223
Net realized and unrealized loss (gain) on investment securities available-for-sale and loans and derivatives								186,274			(4	)
Fair value and other adjustments on asset held for sale								4,718			1,402
Changes in operating assets and liabilities		(4,462	)		6,035			(8,285	)		(4,462	)
Net cash provided by continuing operating activities		17,692			21,731			14,114			17,692
Net cash (used in) provided by discontinued operating activities		(35	)		621
Net cash used in discontinued operating activities								—			(35	)
Net cash provided by operating activities		17,657			22,352			14,114			17,657

CASH FLOWS FROM INVESTING ACTIVITIES:
Origination and purchase of loans		(616,447	)		(331,473	)		(199,142	)		(616,447	)
Principal payments received on loans		220,024			277,275			181,953			220,024
Proceeds from sale of loans		—			12,000			16,592			—
Purchase of investment securities available-for-sale		(38,723	)		(113,855	)		(24,610	)		(38,723	)
Principal payments on investment securities available-for-sale		24,003			8,715			4,733			24,003
Proceeds from sale of investment securities available-for-sale		638			48			37,764			638
Return of capital from investments in unconsolidated entities		—			10,172
Settlement of derivative instruments		—			(46	)
Net cash used in continuing investing activities		(410,505	)		(137,164	)
Net cash provided by (used in) continuing investing activities								17,290			(410,505	)
Net cash provided by discontinued investing activities		135			27,557			—			135
Net cash used in investing activities		(410,370	)		(109,607	)
Net cash provided by (used in) investing activities								17,290			(410,370	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Retirement of common stock		—			(69	)
Repurchase of preferred stock		—			(165,340	)
Proceeds from borrowings:
Repurchase agreements		517,142			375,395
Warehouse financing facilities and repurchase agreements								275,278			517,142
Securitizations		575,811			397,452			393,280			575,811
Payments on borrowings:
Repurchase agreements		(601,483	)		(435,917	)
Warehouse financing facilities and repurchase agreements								(594,636	)		(601,483	)
Securitizations		(109,423	)		(177,762	)		(79,161	)		(109,423	)
Convertible senior notes								(21,182	)		—
Payment of debt issuance costs		(6,504	)		(7,371	)		(5,642	)		(6,504	)
Settlement of derivative instruments								(11,762	)		—
Distributions paid on preferred stock		(5,175	)		(10,082	)		(2,588	)		(5,175	)
Distributions paid on common stock		(11,913	)		(3,154	)		(8,767	)		(11,913	)
Net cash provided by (used in) continuing financing activities		358,455			(26,848	)
Net cash (used in) provided by continuing financing activities								(55,180	)		358,455
Net cash provided by discontinued financing activities		—			—			—			—
Net cash provided by (used in) financing activities	$	358,455		$	(26,848	)
Net cash (used in) provided by financing activities							$	(55,180	)	$	358,455
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH							$	(23,776	)	$	(34,258	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD								94,434			95,474
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD							$	70,658		$	61,216
SUPPLEMENTAL DISCLOSURE:
Interest expense paid in cash							$	25,000		$	36,338

The accompanying notes are an integral part of these statements

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

~~CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)~~

~~(in thousands)~~

~~(unaudited)~~

For the Six Months Ended

June 30,

2019

2018

NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

$
(34,258
)

$
(114,103
)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD

95,474

204,364

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD

$
61,216

$
90,261

SUPPLEMENTAL DISCLOSURE:

Interest expense paid in cash

$
36,338

$
25,867

~~The accompanying notes are an integral part of these statements~~

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, ~~2019~~2020

(unaudited)

NOTE 1 - ORGANIZATION

Exantas Capital Corp., a Maryland corporation, ~~and~~along with its subsidiaries (collectively, the ~~"Company"~~“Company”), is a real estate investment trust ~~("REIT"~~(“REIT”) that is primarily focused on originating, holding and managing commercial real estate (“CRE”) mortgage loans and other commercial real estate-related debt investments. ~~The Company is externally managed by~~On July 31, 2020, the Company’s management contract was acquired from Exantas Capital Manager Inc. (the ~~"Manager"~~“Prior Manager”), ~~which is an indirect wholly-owned~~a subsidiary of C-III Capital Partners LLC ~~("C-III"~~(“C-III”), by ACRES Capital, LLC (the “Manager”), a subsidiary of ACRES Capital Corp. (collectively, “ACRES”), a leading balance sheet lender that provides debt capital solutions to the commercial real estate ~~("CRE"~~industry in top 25 metropolitan statistical areas across the country (the “ACRES acquisition”). In conjunction with the ACRES acquisition, the Company secured new capital commitments for up to $375.0 million and entered into a promissory note (the “Promissory Note”) ~~investment management~~as lender with ACRES Capital Corp., as disclosed in Note 9 and ~~services company engaged in a broad range of activities. C-III is the beneficial owner of approximately 2.4% of the Company's outstanding common shares at June 30, 2019.~~Note 15, respectively.

The Company has qualified, and expects to qualify in the current fiscal year, as a REIT.

In November 2016, the Company's board of directors (the "Board") approved the strategic plan (the "Plan") to focus its strategy on CRE debt investments. The Plan contemplated disposing of certain loans underwritten prior to 2010 ("legacy CRE loans"), exiting underperforming non-core asset classes and businesses and maintaining a dividend policy based on sustainable earnings. The Company's residential mortgage and middle market lending segments' assets and liabilities were classified as held for sale and its operations were reported as discontinued operations and have been excluded from continuing operations. The Company has substantially completed the execution of the Plan. See Note 20 for further discussion.

The Company conducts its operations through the use of subsidiaries that it consolidates into its financial statements. The ~~Company's~~Company’s core assets are consolidated through its investment in RCC Real Estate, Inc. ("(“RCC ~~RE"~~RE”), a wholly-owned subsidiary that holds CRE loans, CRE-related securities and investments in CRE securitizations, which are consolidated as VIEs, as discussed in Note 3.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ~~("GAAP"~~(“GAAP”) and the accounting policies set forth in Note 2 included in the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. The consolidated financial statements include the accounts of the Company, majority-owned or controlled subsidiaries and VIEs for which the Company is considered the primary beneficiary. All inter-company transactions and balances have been eliminated in consolidation.

Basis of Presentation

All adjustments necessary to present fairly the ~~Company's~~Company’s financial position, results of operations and cash flows have been made.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and within the period of financial results. Actual results could differ from those estimates. Estimates affecting the accompanying consolidated financial statements include but are not limited to the net realizable and fair values of the Company’s investments and derivatives, the estimated life used on investments to calculate amortization and accretion of premiums and discounts, respectively, provisions for credit losses and the disclosure of contingent liabilities.

In December 2019, a novel strain of coronavirus (“COVID-19”) was identified. The resulting global proliferation of the virus led the World Health Organization to designate COVID-19 as a pandemic and numerous countries, including the United States, to declare national emergencies. Many countries have responded to the outbreak by instituting quarantines and restrictions on travel, which have resulted in the closure or remote operation of non-essential businesses. Such actions have produced material and previously unforeseeable shocks to global markets, disruptions to global supply chains and adversity to many industries and economies as whole. While certain countries around the world have eased restrictions and financial markets have stabilized to some degree, the pandemic continues to plague the overall economy and cause uncertainty surrounding the ultimate impact on the global economy generally, and the CRE business in particular, that make estimates and assumptions as of June 30, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. As a result, actual losses could differ from estimated amounts. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available at June 30, 2020. Actual results may ultimately differ from those estimates.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and all highly liquid investments with original maturities of three months or less at the time of purchase. At June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, approximately ~~$44.4~~$56.3 million and ~~$80.4~~$77.6 million, respectively, of the reported cash balances exceeded the Federal Deposit Insurance Corporation and Securities Investor Protection Corporation deposit insurance limits of $250,000 per respective depository or brokerage institution. However, all of the ~~Company's~~Company’s cash deposits are held at multiple, established financial institutions, in multiple accounts associated with its parent and respective consolidated subsidiaries, to minimize credit risk exposure.

Restricted cash includes required account balance minimums primarily for the ~~Company's~~Company’s CRE ~~collateralized~~ debt ~~obligation ("CDO")~~ securitizations, repurchase agreements and derivative instruments as well as cash held in the syndicated corporate loan ~~CDOs.~~collateralized debt obligations (“CDOs”).

In April 2020, $4.9 million and $46.9 million classified as cash and cash equivalents and restricted cash, respectively, were used to pay down the Company’s outstanding commercial mortgage-backed securities (“CMBS”) - short-term repurchase agreements as described in Note 9.

The following table provides a reconciliation of cash, cash equivalents and restricted cash on the consolidated balance sheets to the total amount shown on the consolidated statements of cash flows (in thousands):

	June 30,				June 30,
	2019		2018		2020		2019
Cash and cash equivalents	$	47,154	$	80,191	$	57,734	$	47,154
Restricted cash		14,062		10,070		12,924		14,062
Total cash, cash equivalents and restricted cash shown on the Company's consolidated statements of cash flows	$	61,216	$	90,261
Total cash, cash equivalents and restricted cash shown on the Company’s consolidated statements of cash flows					$	70,658	$	61,216

Investment Securities

The Company classifies its investment portfolio as available-for-sale. The Company, from time to time, may sell any of its investments due to changes in market conditions or in accordance with its investment strategy.

The Company reports its investment securities available-for-sale at fair value. To determine fair value, the Company uses an independent third-party valuation firm utilizing data available in the market as well as appropriate prepayment, default and recovery rates. The Company evaluates the reasonableness of the valuation it receives by using a dealer quote, bid, or internal model. If there is a material difference between the value indicated by the third-party valuation firm and the dealer quote, bid or internal model, the Company will evaluate the difference, which could result in an updated valuation from the third-party or a revised dealer quote. Based on a prioritization of inputs used in the valuation of each position, the Company categorizes these investments as either Level 2 or Level 3 in the fair value hierarchy. Any changes in fair value to the Company’s investment securities available-for-sale are recorded on the Company’s consolidated balance sheets as a component of accumulated other comprehensive (loss) income in stockholders’ equity unless the security is determined to be impaired.

On a quarterly basis, the Company evaluates impaired available-for-sale securities to determine the estimate of expected credit losses. An available-for-sale security is impaired when its fair value has declined below its amortized cost basis. Evidence of the need for an allowance for credit losses will be based on consideration of several factors, including (i) if the Company intends to sell the security, (ii) if it is more likely than not that the Company will be required to sell the security before recovering its cost, or (iii) whether a portion of the unrealized loss is a result of credit losses or other market factors. A credit loss will have occurred if the present value of cash flows expected to be collected from the debt security is less than the amortized cost basis. If the Company intends to sell an impaired debt security or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis less any current period credit loss, the impairment is recognized in earnings through a charge to the amortized cost of the security and equal to the entire difference between fair value and amortized cost. If a credit loss exists, but the Company does not intend nor is it more likely than not that it will be required to sell before recovery, the impairment will be separated into (i) the estimated amount relating to the credit loss and (ii) the amount relating to all other factors. Only the estimated credit loss amount is recognized in earnings through an increase to the allowance for credit losses, with the remainder of the loss recognized in other comprehensive income. If the Company uses a discounted cash flow approach to estimate expected credit losses, changes in the present value attributable to the passage of time are recorded in the provision for credit losses. Estimating cash flows and determining whether there are credit losses require management to exercise judgment and make significant assumptions, including, but not limited to, assumptions regarding estimated prepayments, loss assumptions and assumptions regarding changes in interest rates. As a result, actual losses, and the timing of income recognized on these securities, could differ from reported amounts.

(Back to Index)

1110

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

~~Discontinued Operations~~Investment security transactions are recorded on the trade date. Realized gains and losses on investment securities are determined on the specific identification method.

Investment Security Interest Income Recognition

Interest income on the Company’s mortgage-backed securities (“MBS”) is accrued using the effective yield method based on the actual coupon rate and the outstanding principal amount of the underlying mortgages or other assets. Premiums and discounts are amortized or accreted into interest income over the expected lives of the securities also using the effective yield method, adjusted for the effects of estimated prepayments. For an investment purchased at par, the effective yield is the contractual interest rate on the investment. If the investment is purchased at a discount or at a premium, the effective yield is computed based on the contractual interest rate increased for the accretion of a purchase discount or decreased for the amortization of a purchase premium. The effective yield method requires the Company to make estimates of future prepayment rates for its investments that can be contractually prepaid before their contractual maturity date so that the purchase discount can be accreted, or the purchase premium can be amortized, over the estimated remaining life of the investment. The prepayment estimates that the Company uses directly impact the estimated remaining lives of its investments. Actual prepayment estimates are reviewed at each quarter end or more frequently if the Company becomes aware of any material information that would lead it to believe that an adjustment is necessary. For MBS that are not of high credit quality or can be prepaid in such a way that the Company would not recover substantially all of its initial investment, changes in the original or most recent cash flow projections may result in a prospective change in interest income recognized. For MBS that are of high credit quality, changes in the original or most recent cash flow projections may result in an immediate cumulative adjustment in interest income recognized.

The ~~results~~Company records interest receivable on its available-for-sale debt securities in accrued interest receivable on its consolidated balance sheets. The Company analyzes the interest receivable balances on a timely basis, or at least quarterly, to determine if they are uncollectible. If an interest receivable balance is deemed uncollectible, then the Company writes off the balance of ~~operations~~the interest receivable through a reversal of interest income.

CRE Loans

The Company acquires loans through direct origination or through the acquisition of participations in CRE loans. Loans are held for investment; therefore, the Company initially records them at their acquisition price, and subsequently, accounts for them based on their outstanding principal plus or minus unamortized premiums or discounts. The Company may sell a ~~component or~~loan held for investment where the credit fundamentals underlying a ~~group of components of~~particular loan have changed in such a manner that the Company’s expected return on investment may decrease. Once the determination has been made by the Company that ~~either has been disposed of or is classified~~it no longer will hold the loan for investment, the Company identifies these loans as loans held for sale. Any credit-related impairment considerations prior to the transfer to loans held for sale are accounted for through the allowance for credit losses on the Company’s consolidated balance sheets. The remaining legacy CRE loan, which was foreclosed upon, remains held for sale at June 30, 2020 and December 31, 2019.

The Company reports its loans held for sale at the lower of amortized cost or fair value. To determine fair value, the Company primarily uses appraisals obtained from third-parties as a practical expedient. Key assumptions used in those appraisals are reviewed by the Company. If there is ~~reported~~a material difference between the value provided by the appraiser and information used by the Company to validate the appraisal, the Company will evaluate the difference with the appraiser, which could result in ~~discontinued operations~~an updated appraisal. The Company may also use the present value of estimated cash flows, market price, if available, or other determinants of the fair value of the collateral less estimated disposition costs. Any determined changes in the fair value of loans held for sale are recorded in fair value and other adjustments on financial assets held for sale on the Company’s consolidated statements of operations. Based on a prioritization of inputs used in the valuation of each position, the Company categorizes these investments as either Level 2 or Level 3 in the fair value hierarchy.

CRE Loan Interest Income Recognition

Interest income on loans includes interest at stated rates adjusted for amortization or accretion of premiums and discounts based on the contractual payment terms of the loan. Premiums and discounts are amortized or accreted into income using the effective yield method. If a loan with a premium or discount is prepaid, the Company immediately recognizes the unamortized portion as a decrease or increase to interest income. In addition, the Company defers loan origination and extension fees and loan origination or acquisition costs and recognizes them over the life of the related loan against interest income using the straight line method, which approximates the effective yield method. Income recognition is suspended for loans at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of principal and income becomes doubtful. When the ultimate collectability of the principal is in doubt, all payments received are applied to principal under the cost recovery method. On the other hand, when the

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

ultimate collectability of the principal is not in doubt, contractual interest is recorded as interest income when received, under the cash method, until an accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed.

The Company records interest receivable on its loans in accrued interest receivable on its consolidated balance sheets. The Company analyzes the interest receivable balances on a timely basis, or at least quarterly, to determine if they are uncollectible. If an interest receivable balance is deemed uncollectible, then the Company writes off the balance of the interest receivable through a reversal of interest income.

Allowance for Credit Losses

The Company maintains an allowance for credit loss on its loans held for investment. CRE loans that are held for investment are carried at cost, net of unamortized acquisition premiums or discounts, loan fees and origination costs as applicable. Effective January 1, 2020, the Company determines its allowance for credit losses, consistent with GAAP, by measuring the current expected credit losses (“CECL”) on the loan portfolio on a quarterly basis. The Company utilizes a probability of default and loss given default methodology over a reasonable and supportable forecast period after which it reverts to its historical mean loss ratio, utilizing a blended approach sourced from its own historical losses and the market losses from an engaged third party’s database, to be applied for the remaining estimable period. The CECL model requires the Company to make significant judgements, including: (i) the selection of a reasonable and supportable forecast period, (ii) projections for the amounts and timing of future fundings of committed balances and prepayments on CRE investments, (iii) the determination of the risk characteristics in which to pool financial assets, and (iv) the appropriate historical loss data to use in the model. Unfunded commitments are not considered in the CECL reserve if they are unconditionally cancellable by the Company.

In order to effectively measure the loan portfolio’s credit losses based on similar risk characteristics under CECL, the Company pools loans without evidence of credit quality deterioration based on the loan’s collateral property type. The Company regularly evaluates the risk characteristics of its loan portfolio to determine whether a different pooling methodology is more accurate. A loan that exhibits evidence of credit quality deterioration is removed from its respective pool and an allowance for credit losses is determined based on that loan’s individual risk characteristics in the CECL model. Further, if the ~~disposal represents~~Company determines that foreclosure of a ~~strategic shift~~loan’s collateral is probable or repayment of the loan is expected through sale or operation of the collateral and the borrower is experiencing financial difficulty, expected credit losses are measured as the difference between the current fair value of the collateral and the amortized cost of the loan. Fair value may be determined based on (i) the present value of estimated cash flows; (ii) the market price, if available; or (iii) the fair value of the collateral less estimated disposition costs.

While a loan exhibiting credit quality deterioration may remain on accrual status, the loan is placed on non-accrual status at such time as (i) management believes that scheduled debt service payments will not be met within the coming 12 months; (ii) the loan becomes 90 days past due; (iii) management determines the borrower is incapable of, or has ceased efforts toward, curing the cause of the credit deterioration; or ~~will have~~(iv) the net realizable value of the loan’s underlying collateral approximates the Company’s carrying value for such loan. While on non-accrual status, the Company recognizes interest income only when an actual payment is received if a ~~major effect~~credit analysis supports the borrower’s principal repayment capacity. When a loan is placed on non-accrual, previously accrued interest is reversed from interest income.

The Company utilizes the contractual life of its loans to estimate the period over which it measures expected credit losses. Estimates for prepayments and extensions are incorporated into the inputs for the Company’s CECL model. Modifications to loan terms, such as a modification in connection with a troubled debt restructuring (“TDR”), where a concession is granted to a borrower experiencing financial difficulty, may result in the extension of the loan’s life and an increase in the allowance for credit losses. In March 2020, the Financial Accounting Standards Board (“FASB”) concurred with a joint statement of federal and state banking regulators that eased the requirements to classify a modification as a TDR if the modification was granted in connection with the effects of the COVID-19 pandemic. The measurement of the impact of TDRs on the ~~Company's operations~~expected credit losses occurs when a TDR is reasonably expected. If the concession granted on a TDR can only be captured through a discounted cash flow analysis, then the Company will individually assess the loan for expected credit losses using the discounted cash flow method.

In order to calculate the historical mean loss ratio applied to the loan portfolio at the end of the forecast period, the Company utilizes historical losses from its full underwriting history, along with the market loss history of a selected population of loans from a third party’s database that are similar to the Company’s loan types, loan sizes, durations, interest rate structure and ~~financial results.~~general loan-to-collateral value (“LTV”) profiles. The Company may make adjustments to the historical loss history for qualitative or environmental factors if it believes there is evidence that the estimate for expected credit losses should be increased.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

The Company records write-offs against the allowance for credit losses if it deems that all or a portion of a loan’s balance is uncollectible. If the Company receives cash in excess of some or all of the amounts it previously wrote off, it records a recovery to increase the allowance for credit losses.

As part of the evaluation of the loan portfolio, the Company assesses the performance of each loan and assigns a risk rating based on the collective evaluation of several factors, including but not limited to: collateral performance relative to underwritten plan, time since origination, current implied and/or re-underwritten LTV ratios, risk inherent in the loan structure and exit plan. Loans are rated “1” through “5,” from less risk to greatest risk, in connection with this review.

Prior to the implementation of CECL, the Company calculated its allowance for credit losses through the calculation of general and specific reserves. The general reserve, established for loans not determined to be impaired individually, was based on the Company’s loan risk ratings. The Company recorded a general reserve equal to 1.5% of the aggregate face values of loans with a risk rating of “3,” plus 5.0% of the aggregate face values of loans with a risk rating of “4.” Loans with a risk rating of “5” were individually measured for impairment to be included in a specific reserve on a quarterly basis.

The Company considered a loan to be impaired if at least one of two conditions exists. The first condition was if, based on the Company’s evaluation as part of the loan risk rating process, management believed that a loss event had occurred that made it probable that the Company would be unable to collect all amounts due according to the contractual terms of the loan agreement. The second condition was that the loan was deemed to be a TDR. These TDRs may not have had an associated specific credit loss allowance if the principal and interest amount was considered recoverable based on market conditions, appraisals of the underlying collateral, expected collateral performance and/or guarantees made by the borrowers.

When a loan was impaired under either of these two conditions, the allowance for credit losses was increased by the amount of the excess of the amortized cost basis of the loan over its fair value. When a loan, or a portion thereof, was considered uncollectible and pursuit of collection was not warranted, the Company recorded a charge-off or write-down of the loan against the allowance for credit losses.

Income Taxes

The Company recorded a full valuation allowance against its net deferred tax assets of ~~$54.6 million and $58.4~~$32.9 million (tax effected expense of ~~$16.0 million and $15.3~~$9.9 million) at June 30, ~~2019~~2020 and December 31, ~~2018, respectively,~~2019 as the Company believes it is more likely than not that the deferred tax assets will not be realized. This assessment was based on the ~~Company's~~Company’s cumulative historical losses and uncertainties as to the amount of taxable income that would be generated in future years by the ~~Company's~~Company’s taxable REIT subsidiaries.

~~Share-Based Compensation~~Earnings per Share

~~Issuances~~The Company presents both basic and diluted earnings per share (“EPS”). Basic EPS excludes dilution and is computed by dividing net income (loss) allocable to common shareholders by the weighted average number of ~~restricted~~shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock ~~and options are initially measured at fair value on the grant date and expensed monthly on~~were exercised or converted into common stock, where such exercise or conversion would result in a straight-line basis over the service period to equity compensation expense on the consolidated statements of operations, with a corresponding entry to additional paid-in capital on the consolidated balance sheets. Effective January 1, 2019, in accordance with updated guidance under GAAP, the fair value of all unvested issuances of restricted stock and options is not remeasured after the initial grant date. Previously, the Company adjusted unvested issuances of restricted stock and options to the Manager and to non-employees quarterly to reflect changes in fair value.lower EPS amount.

Recent Accounting Standards

Accounting Standards Adopted in ~~2019~~2020

In ~~June~~August 2018, the ~~Financial Accounting Standards Board (the "FASB")~~FASB issued guidance to ~~simplify~~modify the accounting for share-based payment transactions for acquiring goods and services from nonemployees by including these payments in the scope of the guidance for share-based payments to employees. In accordance with the guidance, the Company's unvested issuances to the Manager and to non-employees granted prior to the January 1, 2019 adoption date were remeasured at fair value asmeasurement disclosure requirements, including: disclosures on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, the ~~adoption date with no subsequent remeasurement. Unvested issuances will continue to be amortized on a straight-line basis over~~policy for timing of transfers between levels and the ~~service period.~~narrative description of measurement uncertainty. Adoption did not have a material impact on the ~~Company's~~Company’s consolidated financial statements.

In February 2018, the FASB issued guidance to allow a reclassification from accumulated other comprehensive income (loss) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Adoption did not have a material impact on the Company's consolidated financial statements.

In August 2017, the FASB issued guidance to improve the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities. Additionally, the guidance simplifies the application of the hedge accounting guidance via certain targeted improvements. In October 2018, the FASB updated the guidance to add a benchmark interest rate permitted for hedge accounting purposes. Adoption did not have a material impact on the Company's consolidated financial statements.

~~In February~~June 2016, the FASB issued guidance ~~requiring lessees~~that changes how credit losses for most financial assets and certain other instruments that are measured at fair value through net income are determined. The new guidance replaced the incurred loss approach with a CECL model for instruments measured at amortized cost. For available-for-sale debt securities, the guidance requires recording allowances rather than reducing the carrying amount, as the Company is currently under the other-than-temporary impairment model. It also simplifies the accounting model for credit-impaired debt securities and loans.

(Back to ~~recognize~~Index)

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

On January 1, 2020, the Company adopted the above-mentioned accounting guidance and recorded an initial CECL allowance of approximately $4.5 million, of which $3.0 million, or $0.10 per share, was recorded as a ~~lease liability~~charge to retained earnings on such date. The estimated CECL reserve represented 0.25% of the aggregate outstanding principal balance of the Company’s $1.8 billion commercial loan portfolio at December 31, 2019. During the six months ended June 30, 2020, the Company recorded an additional CECL reserve of $56.6 million for a total CECL reserve of $61.1 million, or 3.44% of the aggregate outstanding principal balance of the Company’s $1.8 billion commercial loan portfolio at June 30, 2020. The Company’s updated accounting policies in connection with this guidance are referenced above in the “Investment Securities,” “Investment Security Interest Income Recognition,” “Loans,” “Loan Interest Income Recognition,” and ~~a right-of-use asset~~“Allowance for ~~all leases. Lessor accounting remains largely unchanged. The guidance also requires new qualitative and quantitative~~Credit Losses” sections. See Note 6 for additional disclosures ~~to help financial statement users better understand~~in connection with the ~~timing, amount and uncertainty of cash flows arising from leases. Adoption did not have a material impact on the Company's consolidated financial statements.~~updated guidance.

Accounting Standards to be Adopted in Future Periods

In ~~August 2018,~~March 2020, the FASB issued guidance that provides optional expedients and exceptions to ~~modify~~GAAP requirements for modifications on debt instruments, leases, derivatives and other contracts, related to the ~~fair value measurement disclosure requirements, including: disclosures on changes in unrealized gains~~expected market transition from the London Interbank Offered Rate (“LIBOR”), and ~~losses,~~certain other floating-rate benchmark indices to alternative reference rates. The guidance generally considers contract modifications related to reference rate reform to be an event that does not require contract remeasurement at the ~~range and weighted average~~modification date nor a reassessment of ~~significant unobservable inputs used to develop Level 3 fair value measurements, the policy for timing of transfers between levels and the narrative description of measurement uncertainty.~~a previous accounting determination. The guidance is ~~effective for annual reporting periods beginning after~~optional and may be elected over time, through December ~~15, 2019, and interim periods within that reporting period.~~31, 2022, as reference rate reform activities occur. The Company is in the process of evaluating the impact of this new guidance.

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~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

In January 2017, the FASB issued guidance to add the Securities and Exchange Commission ("SEC") Staff Announcement "Disclosure of the Impact that Recently Issued Accounting Standards will have on the Financial Statements of a Registrant when such Standards are Adopted in a Future Period (in accordance with Staff Accounting Bulletin Topic 11.M)." The announcement applies to the May 2014 guidance on revenue recognition from contracts with customers, the February 2016 guidance on leases and the June 2016 guidance on how credit losses for financial assets at amortized cost and certain other instruments that are measured at fair value through net income are determined. The announcement provides the SEC staff view that a registrant should evaluate certain recent accounting standards that have not yet been adopted to determine appropriate financial statement disclosures about the potential material effects of those recent accounting standards. If a registrant does not know or cannot reasonably estimate the impact that adoption of the recent accounting standards referenced in this announcement is expected to have on the financial statements, then the registrant should make a statement to that effect and consider the additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact that the recent accounting standards will have on the financial statements of the registrant when adopted. The Company completed its assessment under the new guidance on revenue recognition from contracts with customers in 2018 and on leases, see "Accounting Standards Adopted in 2019." While the Company is currently evaluating the impact of the guidance on the measurement of credit losses on financial instruments, the Company expects this standard will impact the consolidated financial statements, as described below.

In June 2016, the FASB issued guidance that will change how credit losses for most financial assets and certain other instruments that are measured at fair value through net income are determined. The new guidance will replace the current incurred loss approach with an expected loss model for instruments measured at amortized cost. For available-for-sale debt securities, the guidance requires recording allowances rather than reducing the carrying amount, as it is currently under the other-than-temporary impairment model. It also simplifies the accounting model for credit-impaired debt securities and loans. This guidance is effective for annual reporting periods beginning after December 15, 2019, and interim periods within that reporting period, with any adjustments reflected as of the beginning of the fiscal year of adoption. While the Company is currently evaluating the impact of this new guidance, the Company expects this standard will impact the consolidated financial statements, in particular the level of the provision for loan losses.

~~Reclassifications~~

Certain reclassifications have been made to the 2018 consolidated financial statements to conform to the 2019 presentation. These reclassifications had no effect on the reported consolidated statements of operations.

NOTE 3 - VARIABLE INTEREST ENTITIES

The Company has evaluated its securities, loans, investments in unconsolidated entities, liabilities to subsidiary trusts issuing preferred securities (consisting of unsecured junior subordinated notes), securitizations, guarantees and other financial contracts in order to determine if they are variable interests in VIEs. The Company regularly monitors these legal interests and contracts and, to the extent it has determined that it has a variable interest, analyzes the related entity for potential consolidation.

Consolidated VIEs (the Company is the primary beneficiary)

Based on ~~management's~~management’s analysis, the Company was the primary beneficiary of ~~six and five~~6 VIEs at June 30, ~~2019~~2020 and 5 VIEs at December 31, ~~2018, respectively~~2019 (collectively, the ~~"Consolidated VIEs"~~“Consolidated VIEs”).

The Consolidated VIEs are CRE securitizations, CDOs and collateralized loan ~~obligations~~obligation issuers that were formed on behalf of the Company to invest in real estate-related securities, ~~commercial mortgage-backed securities ("CMBS"),~~CMBS, syndicated corporate loans, corporate bonds and asset-backed securities ~~("ABS")~~ and were financed by the issuance of debt securities. The Prior Manager, historically with the help of C-III Asset Management LLC ~~("C3AM"~~(“C3AM”), a former subsidiary of C-III that was sold in December 2019 (see Note 15), manages the CRE-related entities. By financing these assets with long-term borrowings through the issuance of debt securities, the Company seeks to generate attractive risk-adjusted equity returns and to match the term of its assets and liabilities. The primary beneficiary determination for each of these VIEs was made at each ~~VIE's~~VIE’s inception and is continually assessed.

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~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

The Company has exposure to losses on its securitizations to the extent of its investments in the subordinated debt and preferred equity of each securitization. The Company is entitled to receive payments of principal and interest on the debt securities it holds and, to the extent revenues exceed debt service requirements and other expenses of the securitizations, distributions with respect to its preferred equity interests. As a result of consolidation, the debt and equity interests the Company holds in these securitizations have been eliminated, and the ~~Company's~~Company’s consolidated balance sheets reflect the assets held, debt issued by the securitizations to third parties and any accrued payables to third parties. The ~~Company's~~Company’s operating results and cash flows include the gross amounts related to the ~~securitizations'~~securitizations’ assets and liabilities as opposed to the ~~Company's~~Company’s net economic interests in the securitizations. Assets and liabilities related to the securitizations are disclosed, in the aggregate, on the ~~Company's~~Company’s consolidated balance sheets. For a discussion of the debt issued through the securitizations see Note 9.

Creditors of the ~~Company's~~Company’s Consolidated VIEs have no0 recourse to the general credit of the Company, nor to each other. During the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, the Company did not provide any financial support to any of its VIEs nor does it have any requirement to do so, although it may choose to do so in the future to maximize future cash flows onfrom such investments byto the Company. There are no explicit arrangements that obligate the Company to provide financial support to any of its Consolidated VIEs.

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

The following table shows the classification and carrying values of assets and liabilities of the ~~Company's~~Company’s Consolidated VIEs at June 30, ~~2019~~2020 (in thousands):

	CRE Securitizations		Other		Total		CRE Securitizations		Other		Total
ASSETS
Restricted cash	$	5,700	$	432	$	6,132	$	12,072	$	503	$	12,575
Accrued interest receivable		5,528		—		5,528		6,074		—		6,074
CRE loans, pledged as collateral(1)		1,266,549		—		1,266,549		1,360,808		—		1,360,808
Principal paydowns receivable		33,150		—		33,150		45,099		—		45,099
Other assets		106		—		106		132		—		132
Total assets ⁽¹⁾⁽²⁾	$	1,311,033	$	432	$	1,311,465	$	1,424,185	$	503	$	1,424,688

LIABILITIES
Accounts payable and other liabilities	$	147	$	—	$	147	$	135	$	—	$	135
Accrued interest payable		1,268		—		1,268		656		—		656
Borrowings		963,383		—		963,383		1,117,391		—		1,117,391
Total liabilities	$	964,798	$	—	$	964,798	$	1,118,182	$	—	$	1,118,182

(1)	Excludes the allowance for credit losses.

(2)	Assets of each of the Consolidated VIEs may only be used to settle the obligations of each respective VIE.

Unconsolidated VIEs (the Company is not the primary beneficiary, but has a variable interest)

Based on ~~management's~~management’s analysis, the Company is not the primary beneficiary of the VIEs discussed below since it does not have both (i) the power to direct the activities that most significantly impact the ~~VIE's~~VIE’s economic performance and (ii) the obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. Accordingly, the following VIEs are not consolidated in the ~~Company's~~Company’s financial statements at June 30, ~~2019.~~2020. The ~~Company's~~Company continuously reassesses whether it is deemed to be the primary beneficiary of its unconsolidated VIEs. The Company’s maximum exposure to risk for each of these unconsolidated VIEs is set forth in the ~~"Maximum~~“Maximum Exposure to ~~Loss"~~Loss” column in the table below.

Unsecured Junior Subordinated Debentures

The Company has a 100% interest in the common shares of Resource Capital Trust I ("(“RCT I"I”) and RCC Trust II ("(“RCT ~~II"~~II”), respectively, with a value of $1.5 million in the aggregate, or 3.0% of each trust, at June 30, ~~2019.~~2020. RCT I and RCT II were formed for the purposes of providing debt financing to the Company. The Company completed a qualitative analysis to determine whether or not it is the primary beneficiary of each of the trusts and determined that it was not the primary beneficiary of either trust because it does not have the power to direct the activities most significant to the trusts, which include the collection of principal and interest through servicing rights. Accordingly, neither trust is consolidated into the ~~Company's~~Company’s consolidated financial statements.

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~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

The Company records its investments in RCT I and RCT ~~II's~~II’s common shares of $774,000 each as investments in unconsolidated entities using the cost method, recording dividend income when declared by RCT I and RCT II. The trusts each hold subordinated debentures for which the Company is the obligor in the amount of $25.8 million for each of RCT I and RCT II. The debentures were funded by the issuance of trust preferred securities of RCT I and RCT II. ~~The Company will continuously reassess whether it is deemed to be the primary beneficiary of the trusts.~~

Wells Fargo Commercial Mortgage Trust 2017-C40

In October 2017, the Company purchased 95% of the Class E, F, G, H and J certificates of Wells Fargo Commercial Mortgage Trust 2017-C40 ~~("C40"~~(“C40”), a B-piece investment in a Wells Fargo Commercial Mortgage Securities, Inc., private-label, $705.4 million securitization. C3AM, a former related party, ~~that is not under common control,~~ is the special servicer of C40. As of June 30, 2020, the Company continued to hold investments in the H and J certificates of C40. The Company determined that although its investment in C40 represented a variable interest, its investment did not provide the Company with a controlling financial interest. The Company accounts for its various investments in C40 as investment securities available-for-sale on its consolidated financial statements.

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

Prospect Hackensack JV LLC

In March 2018, the Company invested $19.2 million in the preferred equity of Prospect Hackensack JV LLC ("(“Prospect ~~Hackensack"~~Hackensack”), a joint venture between the Company and an unrelated third party ("(“Managing ~~Member"~~Member”). Prospect Hackensack was formed for the purpose of acquiring and operating a multifamily CRE property. The Managing Member manages the daily operations of the property. The Company determined that although its investment in Prospect Hackensack represented a variable interest, its investment did not provide the Company with a controlling financial interest. The Company accounts for its investment in Prospect ~~Hackensack's~~Hackensack’s preferred equity as a CRE loan on its consolidated financial statements.

WC Newhall MM, LLC

In June 2019, the Company invested $5.5 million in the preferred equity of WC Newhall MM, LLC ("(“Santa ~~Clarita"~~Clarita”), a joint venture between the Company and two unrelated third parties ("(“Sponsor ~~Members"~~Members”). Santa Clarita was formed for the purpose of refinancing a self-storage CRE property. The Sponsor Members manage the daily operations of the property. The Company determined that although its investment in Santa Clarita represented a variable interest, its investment did not provide the Company with a controlling financial interest. The Company accounts for its investment in Santa ~~Clarita's~~Clarita’s preferred equity as a CRE loan on its consolidated financial statements.

The following table shows the classification, carrying value and maximum exposure to loss with respect to the ~~Company's~~Company’s unconsolidated VIEs at June 30, ~~2019~~2020 (in thousands):

	Unsecured Junior Subordinated Debentures			C40		Prospect Hackensack		Santa Clarita		Total			Maximum Exposure to Loss		Unsecured Junior Subordinated Debentures			C40		Prospect Hackensack		Santa Clarita		Total			Maximum Exposure to Loss
ASSETS
Accrued interest receivable	$	110		$	167	$	—	$	—	$	277		$	—	$	202		$	147	$	—	$	—	$	349		$	—
CRE loans(1)		—			—		19,994		5,416		25,410		$	25,410		—			—		20,826		6,086		26,912		$	26,912
Investment securities available-for-sale ⁽¹⁾⁽²⁾		—			21,952		—		—		21,952		$	21,709		—			2,245		—		—		2,245		$	2,245
Investments in unconsolidated entities		1,548			—		—		—		1,548		$	1,548		1,548			—		—		—		1,548		$	1,548
Total assets		1,658			22,119		19,994		5,416		49,187					1,750			2,392		20,826		6,086		31,054

LIABILITIES
Accrued interest payable		716			—		—		—		716		N/A			206			—		—		—		206		N/A
Borrowings		51,548			—		—		—		51,548		N/A			51,548			—		—		—		51,548		N/A
Total liabilities		52,264			—		—		—		52,264		N/A			51,754			—		—		—		51,754		N/A
Net (liability) asset	$	(50,606	)	$	22,119	$	19,994	$	5,416	$	(3,077	)	N/A		$	(50,004	)	$	2,392	$	20,826	$	6,086	$	(20,700	)	N/A

(1)	The ~~Company's~~carrying values exclude the allowance for credit losses.

(2)	The Company’s investment in C40 is carried at fair value and its maximum exposure to loss is the amortized cost of the investment.

At June 30, ~~2019,~~2020, there were no explicit arrangements or implicit variable interests that could require the Company to provide financial support to any of its unconsolidated VIEs.

NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION

The following table summarizes the Company’s supplemental disclosure of cash flow information (in thousands):

	For the Six Months Ended
	June 30,
	2020			2019
Non-cash continuing investing activities include the following:
Proceeds from the relinquishment of investment securities available-for-sale	$	369,873		$	—
Non-cash continuing financing activities include the following:
Repayment of repurchase agreements from the relinquishment of investment securities available-for-sale	$	(369,873	)	$	—
Distributions on common stock accrued but not paid	$	—		$	7,172
Distributions on preferred stock accrued but not paid	$	4,313		$	1,725

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1516

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

~~NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION~~

~~The following table summarizes the Company's supplemental disclosure of cash flow information (in thousands):~~

For the Six Months Ended

June 30,

2019

2018

Non-cash continuing financing activities include the following:

Distributions on common stock accrued but not paid

$
7,172

$
3,166

Distributions on preferred stock accrued but not paid

$
1,725

$
1,725

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~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

NOTE 5 - LOANS

The following is a summary of the ~~Company's~~Company’s loans (dollars in thousands, except amounts in footnotes):

Description	Quantity		Principal		Unamortized (Discount) Premium, net ⁽¹⁾			Amortized Cost		Allowance for Loan Losses			Carrying Value ⁽²⁾		Contractual Interest Rates ⁽³⁾	Maturity Dates ⁽⁴⁾⁽⁵⁾	Quantity		Principal		Unamortized (Discount) Premium, net ⁽¹⁾			Amortized Cost		Allowance for Credit Losses			Carrying Value		Contractual Interest Rates ⁽²⁾	Maturity Dates ^(3)(4)(5)
At June 30, 2019:
At June 30, 2020:
CRE loans held for investment:
Whole loans ⁽⁶⁾		117	$	1,928,828	$	(7,849	)	$	1,920,979	$	(2,597	)	$	1,918,382	1M LIBOR plus 2.70% to 1M LIBOR plus 6.25%	July 2019 to July 2022
Whole loans, floating-rate ⁽⁶⁾⁽⁷⁾																		113	$	1,741,743	$	(7,476	)	$	1,734,267	$	(54,743	)	$	1,679,524	1M LIBOR plus 2.70% to 1M LIBOR plus 6.25%	July 2020 to October 2023
Mezzanine loan		1		4,700		—			4,700		—			4,700	10.00%	June 2028		1		4,700		—			4,700		(605	)		4,095	10.00%	June 2028
Preferred equity investments (see Note 3) ⁽⁸⁾⁽⁹⁾		2		25,565		(155	)		25,410		—			25,410	11.00% to 11.50%	June 2022 to April 2025		2		26,929		(16	)		26,913		(5,743	)		21,170	11.00% to 11.50%	June 2022 to April 2023
Total CRE loans held for investment			$	1,959,093	$	(8,004	)	$	1,951,089	$	(2,597	)	$	1,948,492					$	1,773,372	$	(7,492	)	$	1,765,880	$	(61,091	)	$	1,704,789

At December 31, 2018:
At December 31, 2019:
CRE loans held for investment:
Whole loans ⁽⁶⁾		79	$	1,538,759	$	(9,646	)	$	1,529,113	$	(1,401	)	$	1,527,712	1M LIBOR plus 2.70% to 1M LIBOR plus 6.25%	January 2019 to January 2022
Whole loans, floating-rate ⁽⁶⁾⁽⁷⁾																		112	$	1,768,322	$	(7,725	)	$	1,760,597	$	(1,460	)	$	1,759,137	1M LIBOR plus 2.70% to 1M LIBOR plus 6.25%	January 2020 to October 2023
Mezzanine loan		1		4,700		—			4,700		—			4,700	10.00%	June 2028		1		4,700		—			4,700		—			4,700	10.00%	June 2028
Preferred equity investment (see Note 3) ⁽⁸⁾⁽⁹⁾		1		19,718		(163	)		19,555		—			19,555	11.50%	April 2025		2		26,237		(89	)		26,148		—			26,148	11.00% to 11.50%	June 2022 to April 2023
Total CRE loans held for investment			$	1,563,177	$	(9,809	)	$	1,553,368	$	(1,401	)	$	1,551,967					$	1,799,259	$	(7,814	)	$	1,791,445	$	(1,460	)	$	1,789,985

(1)

Amounts include unamortized loan origination fees of ~~$10.0~~$7.9 million and ~~$9.6~~$9.1 million and deferred amendment fees of ~~$245,000~~$104,000 and ~~$171,000~~$72,000 at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Additionally, the amounts include unamortized loan acquisition costs of ~~$2.3~~$488,000 and $1.3 million at June 30, ~~2019. There were no unamortized loan acquisition costs at~~2020 and December 31, ~~2018.~~2019, respectively.

(2)	~~Substantially all loans are pledged as collateral under various borrowings at June 30, 2019 and December 31, 2018.~~

~~(3)~~

LIBOR refers to the London Interbank Offered Rate.

~~(4)~~(3)

Maturity dates exclude contractual extension options, subject to the satisfaction of certain terms that may be available to the borrowers.

~~(5)~~(4)

Maturity dates exclude ~~one~~1 whole loan, with an amortized cost of $11.5 million, in ~~maturity~~ default at June 30, 2020 and December 31, 2019. The loan was performing ~~with respect to debt service due~~ in accordance with a forbearance agreement, atwhich expired in June ~~30, 2019 and December 31, 2018.~~2020.

~~(6)~~(5)

~~Whole~~Maturity dates exclude 1 whole loan, with an amortized cost of $8.4 million, in default at June 30, 2020.

(6)	Substantially all loans are pledged as collateral under various borrowings at June 30, 2020 and December 31, 2019.

(7)

Floating-rate CRE whole loans had ~~$119.7~~$101.0 million and ~~$108.1~~$98.0 million in unfunded loan commitments at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Preferred equity investments had ~~$3.2~~$2.8 million and $3.0 million in unfunded commitments at June 30, ~~2019. There were no preferred equity investment unfunded commitments at~~2020 and December 31, ~~2018.~~2019. These unfunded loan commitments are advanced as the borrowers formally request additional funding and meet certain benchmarks, as permitted under the loan agreement, and any necessary approvals have been obtained.

~~(7)~~(8)

The interest rate on the ~~Company's~~Company’s preferred equity investments each pay ~~currently~~ at 8.00%. The remaining interest is deferred until maturity.

~~(8)~~(9)

Beginning in April 2023, the Company has the right to unilaterally force the sale of Prospect ~~Hackensack's~~Hackensack’s underlying property. Beginning in June 2022, the Company has the right to unilaterally force the sale of Santa Clarita’s underlying property.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

The following is a summary of the contractual maturities ~~assuming full exercise~~ of the ~~extension options available to the borrowers, of the Company's~~Company’s CRE loans held for investment, at amortized cost (in thousands, except ~~amount~~amounts in the ~~footnote)~~footnotes):

Description	2019		2020		2021 and Thereafter		Total		2020		2021		2022 and Thereafter		Total
At June 30, 2019:
Whole loans ⁽¹⁾	$	10,399	$	167,483	$	1,731,581	$	1,909,463
At June 30, 2020:
Whole loans, floating-rate ⁽¹⁾⁽²⁾									$	168,635	$	664,701	$	881,015	$	1,714,351
Mezzanine loan		—		—		4,700		4,700		—		—		4,700		4,700
Preferred equity investments		—		—		25,410		25,410		—		—		26,913		26,913
Total CRE loans ⁽¹⁾	$	10,399	$	167,483	$	1,761,691	$	1,939,573
Total CRE loans ⁽³⁾									$	168,635	$	664,701	$	912,628	$	1,745,964

Description	2019		2020		2021 and Thereafter		Total		2020		2021		2022 and Thereafter		Total
At December 31, 2018:
Whole loans ⁽¹⁾	$	10,379	$	182,422	$	1,324,797	$	1,517,598
At December 31, 2019:
Whole loans, floating-rate ⁽¹⁾									$	319,868	$	737,478	$	691,747	$	1,749,093
Mezzanine loan		—		—		4,700		4,700		—		—		4,700		4,700
Preferred equity investment		—		—		19,555		19,555		—		—		26,148		26,148
Total CRE loans ⁽¹⁾	$	10,379	$	182,422	$	1,349,052	$	1,541,853
Total CRE loans ⁽³⁾									$	319,868	$	737,478	$	722,595	$	1,779,941

(1)	Excludes ~~one~~1 whole loan, with an amortized cost of $11.5 million, in ~~maturity~~ default at June 30, 2020 and December 31, 2019. The loan was performing ~~with respect to debt service due~~ in accordance with a forbearance agreement, which expired in June 2020.

(2)	Excludes 1 whole loan, with an amortized cost of $8.4 million, in default at June 30, ~~2019~~2020.

(3)

At June 30, 2020, the amortized costs of the floating-rate CRE whole loans, summarized by contractual maturity assuming full exercise of the extension options, were $22.8 million, $104.2 million and $1.6 billion in 2020, 2021 and 2022 and thereafter, respectively. At December 31, ~~2018.~~2019, the amortized costs of the floating-rate CRE whole loans, summarized by contractual maturity assuming full exercise of the extension options, were $105.5 million, $68.0 million and $1.6 billion in 2020, 2021 and 2022 and thereafter, respectively.

At June 30, ~~2019,~~2020, approximately ~~23.8%~~19.5%, ~~21.6%~~19.4% and ~~13.5%~~17.0% of the ~~Company's~~Company’s CRE loan portfolio was concentrated in the Southwest, Mountain and ~~Pacific~~Southeast regions, respectively, based on carrying value, as defined by the National Council of Real Estate Investment Fiduciaries. At December 31, ~~2018,~~2019, approximately ~~32.3%~~19.5%, ~~20.9%,~~19.4% and ~~17.1%~~17.6% of the ~~Company's~~Company’s CRE loan portfolio was concentrated in the Mountain, Southwest ~~Mountain~~ and ~~Pacific~~Southeast regions, respectively, based on carrying value. No single loan or investment represented more than 10% of the Company’s total assets and no single investor group generated over 10% of the Company’s revenue.

Principal Paydowns Receivable

Principal paydowns receivable represents loan principal payments that have been received by the ~~Company's~~Company’s servicers and trustees but have not been remitted to the Company. At June 30, ~~2019,~~2020, the Company had ~~$33.2~~$45.1 million of loan principal paydowns receivable, all of which was received in cash by the Company in July ~~2019.~~2020. At December 31, ~~2018,~~2019, the Company had ~~$32.1~~$19.5 million of loan principal paydowns receivable, all of which was received in cash by the Company in January ~~2019.~~2020.

NOTE 6 - FINANCING RECEIVABLES

The following table shows the activity in the allowance for credit losses for the six months ended June 30, 2020 and year ended December 31, 2019 (in thousands, except amount in the footnotes):

	Six Months Ended June 30, 2020		Year Ended December 31, 2019
	CRE Loans		CRE Loans ⁽¹⁾
Allowance for credit losses:
Allowance for credit losses at beginning of period	$	1,460	$	1,401
Adoption of the new accounting guidance		3,032		—
Provision for credit losses ⁽²⁾		56,599		59
Allowance for credit losses at end of period	$	61,091	$	1,460

(1)	The Company’s mezzanine loan and preferred equity investments were evaluated individually for impairment during the year ended December 31, 2019 and were determined to have no evidence of impairment.

(2)	Excludes the recovery of credit losses on one bank loan with 0 amortized cost or carrying value at June 30, 2020 and December 31, 2019 that received a payment of approximately $1,000 during the year ended December 31, 2019.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

~~NOTE 6 - FINANCING RECEIVABLES~~

~~The following tables show the activity~~Starting in the ~~allowance for loan~~first quarter of 2020 and continuing through the second quarter of 2020, expected losses ~~for~~in the portfolio were negatively impacted by higher than expected unemployment and increased volatility in CRE asset pricing and liquidityin connection with the COVID-19 pandemic. As a result, during the three and six months ended June 30, ~~2019~~2020, the Company recorded a $40.5 million and ~~year~~$56.6 million increase, respectively, in its provision for credit losses associated with its CRE loan portfolio.

In June 2020, the Company sold 1 CRE whole loan note for $17.4 million, which resulted in a realized loss of $1.0 million during the three and six months ended ~~December 31, 2018 and the allowance for loan losses and recorded investments in loans at~~ June 30, ~~2019 and December 31, 2018 (in thousands, except amount in the footnote):~~2020.

Six Months Ended June 30, 2019

Year Ended December 31, 2018

Commercial Real
Estate Loans

Commercial Real
Estate Loans

Allowance for loan losses:

Allowance for loan losses at beginning of period

$
1,401

$
5,328

Provision for (recovery of) loan losses, net ⁽¹⁾

1,196

(1,595
)
Loans charged-off

—

(2,332
)
Allowance for loan losses at end of period

$
2,597

$
1,401

~~(1)~~

Excludes the recovery of loan losses on one bank loan with no amortized cost or carrying value at June 30, 2019 and December 31, 2018 that received a payment of approximately $1,000 during the six months ended June 30, 2019.

June 30, 2019

December 31, 2018

Commercial Real
Estate Loans

Commercial Real
Estate Loans

Allowance for loan losses ending balance:

Individually evaluated for impairment

$
—

$
—

Collectively evaluated for impairment

$
2,597

$
1,401

Loans:

Amortized cost ending balance:

Individually evaluated for impairment ⁽¹⁾

$
30,110

$
24,255

Collectively evaluated for impairment

$
1,920,979

$
1,529,113

~~(1)~~

~~The Company's mezzanine loan and preferred equity investments are evaluated individually for impairment.~~

Credit quality indicators

Commercial Real Estate Loans

CRE loans are collateralized by a diversified mix of real estate properties and are assessed for credit quality based on the collective evaluation of several factors, including but not limited to: collateral performance relative to underwritten plan, time since origination, current implied and/or reunderwritten ~~loan-to-collateral value~~LTV ratios, loan structure and exit plan. Depending on the ~~loan's~~loan’s performance against these various factors, loans are rated on a scale from 1 to 5, with loans rated 1 representing loans with the highest credit quality and loans rated 5 representing loans with the lowest credit quality. The factors evaluated provide general criteria to monitor credit migration in the ~~Company's~~Company’s loan portfolio; as such, a ~~loan's~~loan’s rating may improve or worsen, depending on new information received.

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

The criteria set forth below should be used as general guidelines and, therefore, not every loan will have all of the characteristics described in each category below. ~~Loans that are performing according to their underwritten plans generally will not require an allowance for loan loss.~~




Risk Rating		Risk Characteristics

1		• Property performance has surpassed underwritten expectations.
		• Occupancy is stabilized, the property has had a history of consistently high occupancy, and the property has a diverse and high quality tenant mix.

2		• Property performance is consistent with underwritten expectations and covenants and performance criteria are being met or exceeded.
		• Occupancy is stabilized, near stabilized or is on track with underwriting.

3		• Property performance lags behind underwritten expectations.
		• Occupancy is not stabilized and the property has some tenancy rollover.

4		• Property performance significantly lags behind underwritten expectations. Performance criteria and loan covenants have required occasional waivers.
		• Occupancy is not stabilized and the property has a large amount of tenancy rollover.

5		• Property performance is significantly worse than underwritten expectations. The loan is not in compliance with loan covenants and performance criteria and may be in default. Expected sale proceeds would not be sufficient to pay off the loan at maturity.
		• The property has a material vacancy rate and significant rollover of remaining tenants.
		• An updated appraisal is required upon designation and updated on an as-needed basis.

All CRE loans are evaluated for any credit deterioration by debt asset management and certain finance personnel on at least a quarterly basis.

~~Whole~~ Mezzanine loans ~~are first individually evaluated for impairment; and to the extent not deemed impaired, a general reserve is established.~~

The allowance for loan loss is computed as (i) 1.5% of the aggregate face values of loans rated as a 3, plus (ii) 5.0% of the aggregate face values of loans rated as a 4, plus (iii) specific allowances measured and determined on loans individually evaluated, which are loans rated as a 5. While the overall risk rating is generally not the sole factor used in determining whether a loan is impaired, a loan with a higher overall risk rating would tend to have more adverse indicators of impairment, and therefore would be more likely to experience a credit loss.

~~The Company's mezzanine loan~~ and preferred equity investments ~~are evaluated individually~~may experience greater credit risks due to their nature as subordinated investments.

For the purpose of calculating the quarterly provision for ~~impairment.~~credit losses under CECL, the Company pools CRE loans based on the underlying collateral property type and utilizes a probability of default and loss given default methodology for approximately one year after which it immediately reverts to a historical mean loss ratio.

(Back to Index)

2019

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

Credit risk profiles of CRE loans at amortized cost ~~and legacy CRE loans held for sale at the lower of cost or fair value~~ were as follows (in thousands, except amounts in footnotes):

Rating 1

Rating 2

Rating 3 ⁽¹⁾

Rating 4

Rating 5

Held for Sale ⁽²⁾

Total

At June 30, 2019:

Whole loans

$
—

$
1,758,536

$
158,095

$
4,348

$
—

$
—

$
1,920,979

Mezzanine loan ⁽³⁾

—

4,700

—

—

—

—

4,700

Preferred equity investments ⁽³⁾

—

25,410

—

—

—

—

25,410

Legacy CRE loans held for sale

—

—

—

—

—

16,082

16,082

Total

$
—

$
1,788,646

$
158,095

$
4,348

$
—

$
16,082

$
1,967,171

At December 31, 2018:

Whole loans

$
—

$
1,447,206

$
77,067

$
4,840

$
—

$
—

$
1,529,113

Mezzanine loan ⁽³⁾

—

4,700

—

—

—

—

4,700

Preferred equity investment ⁽³⁾

—

19,555

—

—

—

—

19,555

Legacy CRE loans held for sale

—

—

—

—

—

17,000

17,000

Total

$
—

$
1,471,461

$
77,067

$
4,840

$
—

$
17,000

$
1,570,368

	Rating 1		Rating 2		Rating 3		Rating 4		Rating 5		Total ⁽¹⁾
At June 30, 2020:
Whole loans, floating-rate	$	—	$	790,863	$	533,582	$	370,610	$	39,212	$	1,734,267
Mezzanine loan		—		4,700		—		—		—		4,700
Preferred equity investments		—		6,086		20,827		—		—		26,913
Total	$	—	$	801,649	$	554,409	$	370,610	$	39,212	$	1,765,880

At December 31, 2019:
Whole loans, floating-rate	$	—	$	1,660,274	$	96,475	$	3,848	$	—	$	1,760,597
Mezzanine loan ⁽²⁾		—		4,700		—		—		—		4,700
Preferred equity investments ⁽²⁾		—		26,148		—		—		—		26,148
Total	$	—	$	1,691,122	$	96,475	$	3,848	$	—	$	1,791,445

(1)	~~Includes one whole loan, with an~~The total amortized cost of $11.5 million, which was in maturity default at June 30, 2019 and December 31, 2018. The loan is performing with respect to debt service due in accordance with a forbearance agreement at June 30, 2019 and December 31, 2018.

~~(2)~~

~~Includes one legacy~~ CRE ~~loan that was in default with a total carrying value~~loans excluded accrued interest receivable of ~~$16.1~~$7.9 million and ~~$17.0~~$6.7 million at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

~~(3)~~(2)

The ~~Company's~~Company’s mezzanine loan and preferred equity investments ~~are~~were evaluated individually for ~~impairment.~~impairment at December 31, 2019.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

Credit risk profiles of CRE loans by origination year at amortized cost were as follows (in thousands, except amounts in footnotes):

	2020		2019		2018		2017		2016		Prior		Total ⁽¹⁾
At June 30, 2020:
Whole loans, floating-rate: ⁽²⁾
Rating 2	$	136,069	$	346,818	$	254,314	$	53,662	$	—	$	—	$	790,863
Rating 3		42,665		281,099		161,481		48,337		—		—		533,582
Rating 4		—		67,635		210,172		66,113		—		26,690		370,610
Rating 5		—		—		—		36,916		—		2,296		39,212
Total whole loans, floating-rate		178,734		695,552		625,967		205,028		—		28,986		1,734,267
Mezzanine loan (rating 2)		—		—		4,700		—		—		—		4,700
Preferred equity investments:
Rating 2		—		6,086		—		—		—		—		6,086
Rating 3		—		—		20,827		—		—		—		20,827
Total preferred equity investments		—		6,086		20,827		—		—		—		26,913
Total	$	178,734	$	701,638	$	651,494	$	205,028	$	—	$	28,986	$	1,765,880

	2019		2018		2017		2016		2015		Prior		Total ⁽¹⁾
At December 31, 2019:
Whole loans, floating-rate: ⁽²⁾
Rating 2	$	669,947	$	776,078	$	202,577	$	—	$	—	$	11,672	$	1,660,274
Rating 3		21,593		—		37,008		—		17,471		20,403		96,475
Rating 4		—		—		—		—		3,848		—		3,848
Total whole loans, floating-rate		691,540		776,078		239,585		—		21,319		32,075		1,760,597
Mezzanine loan (rating 2)		—		4,700		—		—		—		—		4,700
Preferred equity investments (rating 2)		5,741		20,407		—		—		—		—		26,148
Total	$	697,281	$	801,185	$	239,585	$	—	$	21,319	$	32,075	$	1,791,445

(1)	The total amortized cost of CRE loans excluded accrued interest receivable of $7.9 million and $6.7 million at June 30, 2020 and December 31, 2019, respectively.

(2)	Acquired CRE whole loans are grouped within each loan’s year of issuance.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

Loan Portfolios Aging Analysis

The following table presents the CRE loan portfolio aging analysis as of the dates indicated for CRE loans at amortized cost ~~and legacy CRE loans held for sale at the lower of cost or fair value~~ (in thousands, except amounts in footnotes):

	30-59 Days		60-89 Days		Greater than 90 Days ⁽¹⁾⁽²⁾		Total Past Due		Current		Total Loans Receivable		Total Loans > 90 Days and Accruing ⁽¹⁾		30-59 Days ⁽²⁾		60-89 Days		Greater than 90 Days ⁽¹⁾		Total Past Due		Current		Total Loans Receivable ⁽³⁾		Total Loans > 90 Days and Accruing ⁽¹⁾
At June 30, 2019:
Whole loans	$	—	$	—	$	11,516	$	11,516	$	1,909,463	$	1,920,979	$	11,516
At June 30, 2020:
Whole loans, floating-rate															$	8,400	$	—	$	11,516	$	19,916	$	1,714,351	$	1,734,267	$	11,516
Mezzanine loan		—		—		—		—		4,700		4,700		—		—		—		—		—		4,700		4,700		—
Preferred equity investments		—		—		—		—		25,410		25,410		—		—		—		—		—		26,913		26,913		—
Legacy CRE loans held for sale		—		—		16,082		16,082		—		16,082		—
Total	$	—	$	—	$	27,598	$	27,598	$	1,939,573	$	1,967,171	$	11,516	$	8,400	$	—	$	11,516	$	19,916	$	1,745,964	$	1,765,880	$	11,516

At December 31, 2018:
Whole loans	$	—	$	—	$	11,516	$	11,516	$	1,517,597	$	1,529,113	$	11,516
At December 31, 2019:
Whole loans, floating-rate															$	—	$	—	$	11,503	$	11,503	$	1,749,094	$	1,760,597	$	11,503
Mezzanine loan		—		—		—		—		4,700		4,700		—		—		—		—		—		4,700		4,700		—
Preferred equity investment		—		—		—		—		19,555		19,555		—		—		—		—		—		26,148		26,148		—
Legacy CRE loans held for sale		—		—		17,000		17,000		—		17,000		—
Total	$	—	$	—	$	28,516	$	28,516	$	1,541,852	$	1,570,368	$	11,516	$	—	$	—	$	11,503	$	11,503	$	1,779,942	$	1,791,445	$	11,503

(1)

Includes ~~one~~1 whole loan, with an amortized cost of $11.5 million, ~~which was~~ in ~~maturity~~ default at June 30, ~~2019~~2020 and December 31, ~~2018.~~2019. The loan iswas performing ~~with respect to debt service due~~ in accordance with a forbearance agreement, atwhich expired in June 2020. During the three and six months ended June 30, ~~2019~~2020, the Company recognized interest income of $156,000 and ~~December 31, 2018.~~$315,000, respectively, on this whole loan. During the three and six months ended June 30, 2019, the Company recognized interest income of ~~$165,000~~$183,000 and ~~$330,000,~~$417,000, respectively, on this whole loan. ~~During the three and six months ended June 30, 2018, the Company recognized $152,000 and $302,000, respectively,~~Accrued interest on this ~~whole loan.~~loan has been collected in full.

(2)	Includes ~~one legacy CRE~~1 whole loan, ~~that was~~with an amortized cost of $8.4 million, in default ~~with a~~at June 30, 2020.

(3)	The total ~~carrying value~~amortized cost of ~~$16.1~~CRE loans excluded accrued interest receivable of $7.9 million and ~~$17.0~~$6.7 million at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

~~Impaired Loans~~Troubled-Debt Restructurings

The ~~Company did not have any impaired loans~~following table summarizes the TDRs in the Company’s loan portfolio (dollars in thousands):

	Six Months Ended June 30, 2020
	Number of Loans		Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance
CRE whole loans		1	$	36,982	$	36,982

There was 1 TDR for the six months ended June 30, 2019. This loan was individually evaluated for credit loss at June 30, ~~2019~~2020.

During the quarter ended June 30, 2020, the Company entered into 5 extension agreements that had a weighted average remaining period of one year and ~~December 31, 2018.~~8 forbearance agreements that had a weighted average remaining period of 10 months. The Company executed these short-term forbearance agreements and extensions on 11 CRE whole loans to provide payment timing relief to affected borrowers.

(Back to Index)

2122

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

~~Troubled-Debt Restructurings ("TDRs")~~

~~There were no TDRs for the six months ended June 30, 2019 and 2018.~~

NOTE 7 - INVESTMENT SECURITIES AVAILABLE-FOR-SALE

The following table summarizes the ~~Company's~~Company’s investment securities available-for-sale, carried at fair value, including those pledged as collateral (in thousands, except amounts in ~~the footnote)~~footnotes):

Amortized Cost

Unrealized Gains

Unrealized Losses

Fair Value ⁽¹⁾

At June 30, 2019:

CMBS, fixed rate

$
118,753

$
5,833

$
(738
)

$
123,848

CMBS, floating rate

321,341

1,324

(849
)

321,816

Total

$
440,094

$
7,157

$
(1,587
)

$
445,664

At December 31, 2018:

CMBS, fixed rate

$
121,487

$
559

$
(2,307
)

$
119,739

CMBS, floating rate

301,132

253

(2,126
)

299,259

Total

$
422,619

$
812

$
(4,433
)

$
418,998

	Amortized Cost⁽¹⁾		Unrealized Gains		Unrealized Losses			Fair Value ⁽²⁾
At June 30, 2020:
CMBS, fixed-rate	$	2,351	$	—	$	(106	)	$	2,245

	Amortized Cost ⁽¹⁾		Unrealized Gains		Unrealized Losses			Fair Value ⁽²⁾
At December 31, 2019:
CMBS, fixed-rate	$	132,235	$	6,596	$	(792	)	$	138,039
CMBS, floating-rate		382,659		995		(979	)		382,675
Total	$	514,894	$	7,591	$	(1,771	)	$	520,714

(1)	The amortized cost of CMBS excluded accrued interest receivable of $147,000 and $1.1 million at June 30, 2020 and December 31, 2019, respectively.

(2)

At ~~June 30, 2019 and~~ December 31, ~~2018,~~2019, investment securities available-for-sale with a fair ~~values~~value of ~~$420.2~~$466.9 million ~~and $388.4 million, respectively,~~ were pledged as collateral under related financings. There were 0 investment securities available-for-sale pledged as collateral at June 30, 2020.

~~The following table summarizes~~Beginning in the ~~estimated payoff dates~~first quarter of 2020, the COVID-19 pandemic produced material and previously unforeseeable liquidity shocks to credit markets. This resulted in significant declines in the pricing of the ~~Company's~~Company’s investment securities available-for-sale, ~~according~~which triggered substantial margin calls by its counterparties and, in certain cases, formal notices of events of default, all of which were withdrawn or rescinded as of April 19, 2020 (see Note 9). As a result of these circumstances and the uncertainty caused by the COVID-19 pandemic, substantially all of the Company’s remaining CMBS available-for-sale were sold as of April 2020.

During the six months ended June 30, 2020, the Company incurred losses of $186.3 million on its CMBS portfolio, including realized losses of $180.3 million in connection with the sale of 67 CMBS, with total amortized cost of $401.3 million. The remaining unrealized losses of $6.0 million, which includes an additional loss of $917,000 that was recorded during the three months ended June 30, 2020, were recorded on 2 securities that were impaired and expected to be sold prior to the recovery of their ~~estimated weighted average life classifications (dollars~~cost bases with an offsetting charge directly to the amortized cost bases of the securities. Impairments on these two securities are being recognized in ~~thousands, except amounts in footnotes):~~earnings.

June 30, 2019

December 31, 2018

Amortized
Cost ⁽¹⁾

Fair
Value ⁽¹⁾

Weighted Average Coupon

Amortized
Cost ⁽¹⁾

Fair
Value ⁽¹⁾

Weighted Average Coupon

Less than one year ⁽²⁾

$
91,948

$
91,924

5.55%

$
126,446

$
126,014

5.76%

Greater than one year and less than five years

133,745

134,728

5.53%

98,220

97,083

5.21%

Greater than five years and less than ten years

214,401

219,012

4.08%

197,953

195,901

4.06%

Total

$
440,094

$
445,664

4.76%

$
422,619

$
418,998

4.76%

~~(1)~~

Includes CMBS positions subject to other-than-temporary-impairment that have no stated coupon rates that are excluded from the calculation of the weighted average coupon rate. The positions with greater than one year and less than five years of projected life had amortized costs of $106,000 and $105,000 and no fair values at June 30, 2019 and December 31, 2018, respectively. There were no positions subject to other-than-temporary impairment with projected lives less than one year and greater than five years and less than ten years at June 30, 2019 and December 31, 2018.

~~(2)~~

~~The Company expects that the payoff dates of these CMBS will either be extended or that the securities will be paid off in full.~~

AtDuring the three and six months ended June 30, 2019, the ~~contractual maturities, which may be different than~~Company sold 1 CMBS position resulting in proceeds of $638,000 and a realized gain of $4,000.

Historically, the ~~estimated weighted average lives reflected in the table above, of the CMBS~~Company measured its investment securities available-for-sale ~~range from December 2024 to August 2061.~~

for other-than-temporary impairment. The ~~following table summarizes~~Company recognized 0 other-than-temporary impairments on the ~~fair value, gross unrealized losses and number of securities aggregated by investment category and the length of time that individual~~ investment securities available-for-sale ~~have been in a continuous unrealized loss position~~ during the ~~periods specified (dollars~~three and six months ended June 30, 2019.

NOTE 8 - INVESTMENTS IN UNCONSOLIDATED ENTITIES

The Company’s investments in ~~thousands):~~

Less than 12 Months

More than 12 Months

Total

Fair Value

Unrealized Losses

Number of Securities

Fair Value

Unrealized Losses

Number of Securities

Fair Value

Unrealized Losses

Number of Securities

At June 30, 2019:

CMBS

$
118,681

$
(1,505
)

21

$
1,624

$
(82
)

6

$
120,305

$
(1,587
)

27

At December 31, 2018:

CMBS

$
329,441

$
(4,001
)

49

$
6,757

$
(432
)

7

$
336,198

$
(4,433
)

56

~~The unrealized losses~~unconsolidated entities at June 30, 2020 and December 31, 2019 comprised a 100% interest in the ~~above table are considered to be temporary impairments due to market factors~~common shares of RCT I and ~~are not reflective~~RCT II, respectively, with a value of ~~credit deterioration.~~$1.5 million in the aggregate, or 3.0% of each trust. The Company records its investments in RCT I and RCT II’s common shares as investments in unconsolidated entities using the cost method, recording dividend income when declared by RCT I and RCT II. During the three and six months ended June 30, 2020, the Company recorded dividends from the investments in RCT I and RCT II’s common shares, reported in other revenue on the consolidated statement of operations, of $20,000 and $43,000, respectively. During the three and six months ended June 30, 2019, the dividends were $26,000 and $52,000, respectively.

(Back to Index)

2223

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

~~The Company recognized no other-than-temporary impairments on its investment securities available-for-sale for the three and six months ended June 30, 2019 and 2018.~~

~~The following table summarizes the Company's sales and redemptions of investment securities available-for-sale for the three and six months ended June 30, 2019 and 2018 (dollars in thousands):~~

For the Three Months Ended

For the Six Months Ended

Positions Sold/Redeemed

Par Amount Sold/Redeemed

Amortized Cost

Realized Gain

Proceeds

Positions Sold/Redeemed

Par Amount Sold/Redeemed

Amortized Cost

Realized Gain (Loss)

Proceeds

June 30, 2019:

CMBS

1

$
634

$
634

$
4

$
638

1

$
634

$
634

$
4

$
638

June 30, 2018:

ABS

—

$
—

$
—

$
—

$
—

2

$
411

$
265

$
(217
)

$
48

~~NOTE 8 - INVESTMENTS IN UNCONSOLIDATED ENTITIES~~

The following table summarizes the Company's investments in unconsolidated entities at June 30, 2019 and December 31, 2018 and equity in earnings (losses) of unconsolidated entities for the three and six months ended June 30, 2019 and 2018 (dollars in thousands, except amount in the footnotes):

Equity in Earnings (Losses) of Unconsolidated Entities

Ownership % at

For the Three Months Ended

For the Six Months Ended

June 30,
2019

June 30,
2019

December 31,
2018

June 30,
2019

June 30,
2018

June 30,
2019

June 30,
2018

Pelium Capital ⁽¹⁾

—
%

$
—

$
—

$
—

$
75

$
—

$
(230
)
RCM Global

—
%

—

—

—

(6
)

—

7

Subtotal

—

—

—

69

—

(223
)
Investment in RCT I and II ⁽²⁾

3.0
%

1,548

1,548

26

24

52

46

Total

$
1,548

$
1,548

$
26

$
93

$
52

$
(177
)

~~(1)~~

~~During the six months ended June 30, 2018, the Company received distributions of $10.2 million on its investment in Pelium Capital Partners, L.P. ("Pelium Capital").~~

~~(2)~~

During the three and six months ended June 30, 2019 and 2018, dividends from the investments in RCT I and RCT II's common shares are recorded in other revenue. See Note 9 for the disclosures on the associated unsecured junior subordinated debentures.

~~In 2018, Pelium Capital and RCM Global LLC were fully liquidated.~~

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

NOTE 9 - BORROWINGS

The Company historically has financed the acquisition of its investments, including investment securities and loans, through the use of secured and unsecured borrowings in the form of securitized notes, repurchase agreements, secured term warehouse financing facilities, ~~warehouse facilities,~~a senior secured financing facility, senior unsecured notes, convertible senior notes and trust preferred securities issuances. Certain information with respect to the ~~Company's~~Company’s borrowings is summarized in the following table (dollars in thousands, except amounts in footnotes):

	Principal Outstanding		Unamortized Issuance Costs and Discounts		Outstanding Borrowings		Weighted Average Borrowing Rate			Weighted Average Remaining Maturity	Value of Collateral		Principal Outstanding		Unamortized Issuance Costs and Discounts		Outstanding Borrowings		Weighted Average Borrowing Rate			Weighted Average Remaining Maturity	Value of Collateral
At June 30, 2019:
At June 30, 2020:
XAN 2018-RSO6 Senior Notes													$	131,349	$	465	$	130,884		1.93	%	15.0 years	$	240,622
XAN 2019-RSO7 Senior Notes														559,786		3,934		555,852		1.53	%	15.8 years		616,045
XAN 2020-RSO8 Senior Notes														435,743		5,089		430,654		1.62	%	14.7 years		522,631
Unsecured junior subordinated debentures														51,548		—		51,548		4.48	%	16.2 years		—
4.50% Convertible Senior Notes														143,750		8,362		135,388		4.50	%	2.1 years		—
CRE - term warehouse financing facilities⁽¹⁾														233,286		1,522		231,764		2.48	%	175 days		348,093
Total													$	1,555,462	$	19,372	$	1,536,090		2.10	%	11.9 years	$	1,727,391

													Principal Outstanding		Unamortized Issuance Costs and Discounts		Outstanding Borrowings		Weighted Average Borrowing Rate			Weighted Average Remaining Maturity	Value of Collateral
At December 31, 2019:
XAN 2018-RSO6 Senior Notes	$	397,280	$	3,629	$	393,651		3.49	%	16.0 years	$	514,052	$	177,118	$	1,352	$	175,766		3.17	%	15.5 years	$	293,890
XAN 2019-RSO7 Senior Notes		575,811		6,079		569,732		3.69	%	16.8 years		687,168		575,679		5,007		570,672		3.03	%	16.3 years		687,037
Unsecured junior subordinated debentures		51,548		—		51,548		6.54	%	17.2 years		—		51,548		—		51,548		5.90	%	16.7 years		—
4.50% Convertible Senior Notes		143,750		11,866		131,884		4.50	%	3.1 years		—		143,750		10,137		133,613		4.50	%	2.6 years		—
8.00% Convertible Senior Notes		21,182		124		21,058		8.00	%	199 days		—		21,182		9		21,173		8.00	%	15 days		—
CRE - term repurchase facilities⁽¹⁾		401,147		4,055		397,092		4.45	%	1.3 years		544,674
Trust certificates - term repurchase facility ⁽²⁾		42,102		199		41,903		6.34	%	1.2 years		113,453
CMBS - short term repurchase agreements ⁽³⁾		328,397		—		328,397		3.57	%	20 days		437,731
CRE - term warehouse financing facilities ⁽¹⁾														547,619		2,714		544,905		3.71	%	1.2 years		705,221
CMBS - short term repurchase agreements ⁽²⁾														374,900		—		374,900		2.87	%	21 days		484,398
Total	$	1,961,217	$	25,952	$	1,935,265		4.02	%	9.2 years	$	2,297,078	$	1,891,796	$	19,219	$	1,872,577		3.45	%	7.4 years	$	2,170,546

	Principal Outstanding		Unamortized Issuance Costs and Discounts		Outstanding Borrowings		Weighted Average Borrowing Rate			Weighted Average Remaining Maturity	Value of Collateral
At December 31, 2018:
RCC 2017-CRE5 Senior Notes	$	109,250	$	1,121	$	108,129		3.76	%	15.6 years	$	228,031
XAN 2018-RSO6 Senior Notes		397,452		4,536		392,916		3.55	%	16.5 years		514,225
Unsecured junior subordinated debentures		51,548		—		51,548		6.61	%	17.7 years		—
4.50% Convertible Senior Notes		143,750		13,504		130,246		4.50	%	3.6 years		—
8.00% Convertible Senior Notes		21,182		238		20,944		8.00	%	1.0 year		—
CRE - term repurchase facilities⁽¹⁾		512,716		5,269		507,447		4.47	%	2.0 years		696,215
Trust certificates - term repurchase facilities ⁽²⁾		47,451		279		47,172		6.41	%	1.7 years		118,780
CMBS - short term repurchase agreements ⁽³⁾		295,821		—		295,821		3.63	%	19 days		395,868
Total	$	1,579,170	$	24,947	$	1,554,223		4.21	%	6.9 years	$	1,953,119

(1)	Principal outstanding includes accrued interest payable of ~~$605,000~~$239,000 and ~~$911,000~~$810,000 at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

(2)	Principal outstanding includes accrued interest payable of ~~$96,000 and $118,000~~$470,000 at December 31, 2019. There was 0 accrued interest payable at June 30, ~~2019 and December 31, 2018, respectively.~~

~~(3)~~

~~Principal outstanding includes accrued interest payable of $398,000 and $773,000 at June 30, 2019 and December 31, 2018, respectively.~~2020.

Securitizations

The following table sets forth certain information with respect to the ~~Company's~~Company’s consolidated securitizations at June 30, ~~2019~~2020 (in thousands):

Closing Date

Maturity Date

End of Designated Principal Reinvestment
Period ⁽¹⁾

Total Note Paydowns Received from Closing Date through June 30, 2019

RCC 2017-CRE5 ⁽²⁾

July 2017

July 2034

July 2020

$
251,449

XAN 2018-RSO6

June 2018

June 2035

December 2020

$
172

XAN 2019-RSO7

April 2019

April 2036

April 2022

$
—

~~(1)~~

The designated principal reinvestment period is the period in which principal repayments can be utilized to purchase loans held outside of the respective securitization that represent the funded commitments of existing collateral in the respective securitization that were not funded as of the date the respective securitization was closed.

~~(2)~~

~~The remaining outstanding balance of third-party owned notes of Resource Capital Corp. 2017-CRE5, Ltd. ("RCC 2017-CRE5") were paid off in May 2019.~~

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

The investments held by the Company's securitizations collateralize the securitizations' borrowings and, as a result, are not available to the Company, its creditors, or stockholders. All senior notes of the securitizations held by the Company at June 30, 2019 and December 31, 2018 were eliminated in consolidation.

~~RCC 2017-CRE5~~

In July 2017, the Company closed RCC 2017-CRE5, a $376.7 million CRE securitization transaction that provided financing for transitional CRE loans. In May 2019, the Company paid off all of the outstanding, third-party owned senior notes from the payoff proceeds of certain of the securitization's assets. In July 2019, the Company exercised the optional redemption feature of the securitization.

		Closing Date	Maturity Date	End of Designated Principal Reinvestment Period ⁽¹⁾	Total Note Paydowns Received from Closing Date through June 30, 2020
XAN 2018-RSO6		June 2018	June 2035	December 2020	$	273,603
XAN 2019-RSO7	In	April 2019	April 2036	April 2022	$	26,025
XAN 2020-RSO8		March 2020	March 2035	March 2023	$	—

(1)

The designated principal reinvestment period is the Company closed Exantas Capital Corp. 2019-RSO7, Ltd. ("XAN 2019-RSO7"), a $687.2 million CRE debt securitization transaction that provided financing for CRE loans. XAN 2019-RSO7 issued a total of $585.8 million of non-recourse, floating-rate notes at par, ofperiod in which RCC RE purchased $10.0 million, or approximately 20%, of the Class D notes. Additionally, RCC RE purchased 100% of the Class E and Class F notes and a subsidiary of RCC RE purchased 100% of the outstanding preference shares. The notes purchased by RCC RE are subordinated in right of payment to all other senior notes issued by XAN 2019-RSO7, but are senior in right of payment to the preference shares. The preference shares are subordinated in right of payment to all other securities issued by XAN 2019-RSO7.

At closing, the senior notes issued to investors consisted of the following classes: (i) $390.0 million of Class A notes bearing interest at one-month LIBOR plus 1.00%, increasing to 1.25% in April 2024; (ii) $70.4 million of Class A-S notes bearing interest at one-month LIBOR plus 1.50%, increasing to 1.75% in April 2024; (iii) $33.5 million of Class B notes bearing interest at one-month LIBOR plus 1.70%, increasing to 2.20% in May 2024; (iv) $42.9 million of Class C notes bearing interest at one-month LIBOR plus 2.05%, increasing to 2.55% in June 2024; and (v) $49.0 million of Class D notes bearing interest at one-month LIBOR plus 2.70%, increasing to 3.20% in July 2024.

~~All of the notes issued mature in April 2036, although the Company has the right to call the notes anytime after May 2021. Principal~~principal repayments ~~received, after closing and ending in April 2022, may~~can be ~~used~~utilized to purchase ~~funding participations with respect to existing collateral~~loans held outside of the ~~securitization.~~

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

~~Repurchase and Credit Facilities~~

~~Borrowings under~~respective securitization that represent the ~~Company's repurchase agreements are guaranteed by~~funded commitments of existing collateral in the ~~Company or one~~respective securitization that were not funded as of ~~its subsidiaries. The following table sets forth certain information with respect to~~ the ~~Company's~~date the respective securitization was closed.

The investments held by the Company’s securitizations collateralize the securitizations’ borrowings and, as a result, are not available to the Company, its creditors, or stockholders. All senior notes of the securitizations held by the Company at June 30, 2020 and December 31, 2019 were eliminated in consolidation.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

XAN 2020-RSO8

In March 2020, the Company closed Exantas Capital Corp. 2020-RSO8, Ltd. (“XAN 2020-RSO8”), a $522.6 million CRE debt securitization transaction that provided financing for CRE loans. XAN 2020-RSO8 issued a total of $435.7 million of non-recourse, floating-rate notes at par, of which RCC RE purchased 100% of the Class D and Class E notes. The Company’s investments in the Class D and Class E notes were financed by CMBS short-term repurchase agreements and were sold in conjunction with the disposition of the Company’s CMBS portfolio in April 2020 (See Note 7).

Corporate Debt

4.50% Convertible Senior Notes and 8.00% Convertible Senior Notes

The Company issued $100.0 million aggregate principal of its 8.00% convertible senior notes due 2020 (“8.00% Convertible Senior Notes”) and $143.8 million aggregate principal of its 4.50% convertible senior notes due 2022 (“4.50% Convertible Senior Notes”) in January 2015 and August 2017, respectively. In conjunction with the issuance of the 4.50% Convertible Senior Notes, the Company extinguished $78.8 million of aggregate principal of its 8.00% Convertible Senior Notes. In January 2020, the remaining 8.00% Convertible Senior Notes were paid off upon maturity.

The following table summarizes the 4.50% Convertible Senior Notes at June 30, 2020 (dollars in thousands, except the conversion prices and amounts in the footnotes):

Principal Outstanding

Borrowing Rate

Effective Rate⁽¹⁾⁽²⁾

Conversion

Rate ⁽³⁾⁽⁴⁾

Conversion

Price⁽⁴⁾

Maturity Date

4.50% Convertible Senior Notes

143,750

4.50

7.43

83.1676

12.02

August 15, 2022

June 30, 2019

December 31, 2018

Outstanding Borrowings ⁽¹⁾

Value of Collateral

Number of Positions as Collateral

Weighted Average Interest Rate

Outstanding Borrowings ⁽¹⁾

Value of Collateral

Number of Positions as Collateral

Weighted Average Interest Rate

CRE - Term Repurchase Facilities

Wells Fargo Bank, N.A. ⁽²⁾

$
247,517

$
335,812

32

4.37
%

$
154,478

$
226,530

13

4.33
%
Morgan Stanley Bank, N.A. ⁽³⁾

37,137

62,665

3

5.03
%

37,113

62,457

3

5.09
%
Barclays Bank PLC ⁽⁴⁾

65,628

84,209

8

4.59
%

240,416

308,389

11

4.51
%
JPMorgan Chase Bank, N.A. ⁽⁵⁾

46,810

61,988

3

4.22
%

75,440

98,839

5

4.30
%

Trust Certificates - Term Repurchase Facilities

RSO Repo SPE Trust 2017 ⁽⁶⁾

41,903

113,453

2

6.34
%

47,172

118,780

2

6.41
%

CMBS - Short-Term Repurchase Agreements

RBC Capital Markets, LLC

216,167

276,512

30

3.55
%

246,476

313,644

33

3.64
%
JP Morgan Securities LLC

89,560

118,345

18

3.57
%

42,040

73,066

13

3.57
%
Deutsche Bank Securities Inc.

22,670

42,874

5

3.75
%

7,305

9,158

5

3.98
%
Total

$
767,392

$
1,095,858

$
850,440

$
1,210,863

~~(1)~~

~~Outstanding borrowings include accrued interest payable.~~

~~(2)~~(1)

Includes ~~$1.1 million and $1.6 million of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively.~~

~~(3)~~

~~Includes $137,000 and $167,000 of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively.~~

~~(4)~~

~~Includes $1.1 million and $1.5 million of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively.~~

~~(5)~~

~~Includes $1.6 million and $2.0 million of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively.~~

~~(6)~~

~~Includes $146,000 and $204,000 of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively.~~

~~The following table shows information about~~ the ~~amount at risk under the repurchase facilities at June 30, 2019 (dollars in thousands):~~

Amount at Risk⁽¹⁾

Weighted Average Remaining Maturity

Weighted Average Interest Rate

At June 30, 2019:

CRE - Term Repurchase Facilities

Wells Fargo Bank, N.A.

$
88,544

1.1 years

4.37
%
Morgan Stanley Bank, N.A.

$
25,690

72 days

5.03
%
Barclays Bank PLC

$
17,739

1.8 years

4.59
%
JPMorgan Chase Bank, N.A.

$
13,631

2.3 years

4.22
%
Trust Certificates - Term Repurchase Facility

RSO Repo SPE Trust 2017

$
71,440

1.2 years

6.34
%
CMBS - Short-Term Repurchase Agreements

RBC Capital Markets, LLC

$
60,817

20 days

3.55
%
JP Morgan Securities LLC

$
29,118

12 days

3.57
%
Deutsche Bank Securities Inc.

$
20,295

49 days

3.75
%

~~(1)~~

~~Equal to the total of the estimated fair value of securities or loans sold and accrued interest receivable, minus the total of the repurchase agreement liabilities and accrued interest payable.~~

~~The Company was in compliance with all covenants in each~~amortization of the ~~respective agreements at June 30, 2019.~~

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

~~CRE - Term Repurchase Facilities~~

~~In July 2018,~~market discounts and deferred debt issuance costs, if any, for the Company's wholly-owned subsidiary entered into an amended and restated master agreement (the "2018 Facility") with Wells Fargo Bank, N.A. ("Wells Fargo") to finance the origination and acquisition of CRE loans. In May 2019, the Company executed an amendment of the 2018 Facility, amending certain terms to add an available loan servicer and to update references4.50% Convertible Senior Notes recorded in ~~connection with an amended fee letter.~~

~~Trust Certifications - Term Repurchase Facility~~

~~In September 2017, the Company's wholly-owned subsidiary entered into a repurchase and securities agreement~~ (the "2017 Term Repurchase Trust Facility") with RSO Repo SPE Trust 2017. In July 2019, the Company paid off the outstanding balance of the 2017 Term Repurchase Trust Facility in connection with the redemption of RCC 2017-CRE5.

~~Contractual maturity dates of the Company's borrowings' principal outstanding by category and year are presented in the table below (in thousands):~~

Total

2019

2020

2021

2022

2023 and Thereafter

At June 30, 2019:

CRE securitizations

$
973,091

$
—

$
—

$
—

$
—

$
973,091

Unsecured junior subordinated debentures

51,548

—

—

—

—

51,548

4.50% Convertible Senior Notes

143,750

—

—

—

143,750

—

8.00% Convertible Senior Notes

21,182

—

21,182

—

—

—

Repurchase and credit facilities

771,646

365,671

290,750

115,225

—

—

Total

$
1,961,217

$
365,671

$
311,932

$
115,225

$
143,750

$
1,024,639

~~NOTE 10 - SHARE ISSUANCE AND REPURCHASE~~

In March 2018, the Company redeemed all remaining shares of its 8.25% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") at a redemption price of $25.00 per share, or $115.3 million, plus accrued but unpaid distributions, resulting in a preferred stock redemption charge of $7.5 millioninterest expense on the consolidated ~~statement~~statements of ~~operations for the six months ended June 30, 2018.~~operations.

On or after July 30, 2024, the Company may, at its option, redeem its 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock"), in whole or in part, at any time and from time to time, for cash at $25.00 per share, plus accrued and unpaid dividends, if any, to the redemption date. Effective July 30, 2024 and thereafter, the Company will pay cumulative distributions on the Series C Preferred Stock at a floating rate equal to three-month LIBOR plus 5.927% per annum based on the $25.00 liquidation preference, provided that such floating rate shall not be less than the initial rate of 8.625% at any date of determination.(2)

~~At June 30, 2019, the Company had 4.8 million shares of Series C Preferred Stock outstanding, with a weighted average issuance price, excluding offering costs, of $25.00.~~

Under a share repurchase plan authorized by the Board in August 2015, the Company was authorized to repurchase up to $50.0 million of its outstanding equity and debt securities. In March 2016, the Board approved a new securities repurchase program for up to $50.0 million of its outstanding securities, which replaced the August 2015 repurchase plan. During the three and six months ended June 30, ~~2019~~2020 and ~~2018, the Company did not repurchase any shares of its common or preferred stock through this program. At June 30, 2019, $44.9 million remains available under this repurchase plan.~~

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

~~NOTE 11 - SHARE-BASED COMPENSATION~~

~~In June~~ 2019 the ~~Company's shareholders approved~~effective interest rate for the ~~Exantas Capital Corp. Second Amended and Restated Omnibus Equity Compensation Plan (the "June 2019 Plan"), which amended the May 2014 plan. The June 2019 Plan (i) increased~~4.50% Convertible Senior Notes was 7.43%.

(3)

Represents the number of shares ~~authorized for issuance from 3,275,000 shares to 4,775,000 shares; (ii) extended the expiration date from May 2024 to June 2029; and (iii) made other clarifying and updating amendments.~~

~~The following table summarizes the Company's restricted~~of common stock ~~transactions:~~per $1,000 principal amount of the 4.50% Convertible Senior Notes’ principal outstanding, subject to adjustment as provided in the Third Supplemental Indenture (the “4.50% Convertible Senior Notes Indenture”).

(4)	The conversion rate and conversion price of the 4.50% Convertible Senior Notes at June 30, 2020 are adjusted to reflect quarterly cash distributions in excess of a $0.10 distribution threshold, as defined in the 4.50% Convertible Senior Notes Indenture.

The 4.50% Convertible Senior Notes are convertible at the option of the holder at any time up until one business day before the respective maturity date and may be settled in cash, the Company’s common stock or a combination of cash and the Company’s common stock, at the Company’s election. The Company may not redeem the 4.50% Convertible Senior Notes prior to maturity. The closing price of the Company’s common stock was $2.65 on June 30, 2020, which did not exceed the conversion price of its 4.50% Convertible Senior Notes at June 30, 2020.

Senior Unsecured Notes

12.00% Senior Unsecured Notes Due 2027

On July 31, 2020, the Company entered into a Note and Warrant Purchase Agreement (the “Note and Warrant Purchase Agreement”) with Oaktree Capital Management, L.P. (“Oaktree”) and Massachusetts Mutual Life Insurance Company (“MassMutual”) pursuant to which the Company may issue to Oaktree and MassMutual from time to time up to $125.0 million aggregate principal amount of 12.00% senior unsecured notes due 2027 (the “Senior Unsecured Notes”). The Senior Unsecured Notes have an annual interest rate of 12.00%, payable up to 3.25% (at the election of the Company) as pay-in-kind interest and the remainder as cash interest. On July 31, 2020, the Company issued to Oaktree $42.0 million aggregate principal amount of the Senior Unsecured Notes. In addition, on July 31, 2020, the Company issued to MassMutual $8.0 million aggregate principal amount of the Senior Unsecured Notes. At any time and from time to time prior to January 31, 2022, the Company may elect to issue to Oaktree and MassMutual up to $75.0 million aggregate principal amount of additional Senior Unsecured Notes.

The Note and Warrant Purchase Agreement contains events of default, subject to certain materiality thresholds and grace periods, customary for this type of financing arrangement. The remedies for such events of default are also customary for this type of transaction.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

Senior Secured Financing Facility, Term Warehouse Financing Facilities and Repurchase Agreements

Borrowings under the Company’s senior secured financing facility, term warehouse facilities and repurchase agreements are guaranteed by the Company or one or more of its subsidiaries. The following table sets forth certain information with respect to the Company’s term warehouse financing facilities and repurchase agreements (dollars in thousands, except amounts in footnotes):

	June 30, 2020									December 31, 2019
	Outstanding Borrowings ⁽¹⁾		Value of Collateral		Number of Positions as Collateral		Weighted Average Interest Rate			Outstanding Borrowings ⁽¹⁾		Value of Collateral		Number of Positions as Collateral		Weighted Average Interest Rate
CRE - Term Warehouse Financing Facilities
Wells Fargo Bank, N.A. ⁽²⁾	$	110,991	$	163,807		23		2.43	%	$	225,217	$	291,903		28		3.70	%
Barclays Bank PLC ⁽³⁾		99,459		153,126		13		2.56	%		111,881		145,035		14		3.99	%
JPMorgan Chase Bank, N.A. ⁽⁴⁾		21,314		31,160		3		2.38	%		207,807		268,283		17		3.56	%

CMBS - Short-Term Repurchase Agreements
Deutsche Bank Securities Inc.		—		—		—		—	%		37,141		57,331		6		3.13	%
JP Morgan Securities LLC		—		—		—		—	%		33,703		42,075		13		2.87	%
Barclays Capital Inc.		—		—		—		—	%		87,643		112,939		7		2.82	%
RBC Capital Markets, LLC		—		—		—		—	%		34,829		47,081		5		2.96	%
RBC (Barbados) Trading Bank Corporation		—		—		—		—	%		181,584		224,972		30		2.82	%
Total	$	231,764	$	348,093						$	919,805	$	1,189,619

Non-Employee Directors

Non-
Employees ⁽¹⁾

Former Employees

Total

Unvested shares at January 1, 2019

30,234

386,628

5,809

422,671

Issued

24,650

196,198

—

220,848

Vested

(27,032
)

(175,454
)

(5,809
)

(208,295
)
Forfeited

—

(8,453
)

—

(8,453
)
Unvested shares at June 30, 2019

27,852

398,919

—

426,771

(1)	Outstanding borrowings include accrued interest payable.

(2)	Includes $88,000 and $607,000 of deferred debt issuance costs at June 30, 2020 and December 31, 2019, respectively.

(3)	Includes $497,000 and $817,000 of deferred debt issuance costs at June 30, 2020 and December 31, 2019, respectively.

(4)	Includes $937,000 and $1.3 million of deferred debt issuance costs at June 30, 2020 and December 31, 2019, respectively.

The following table shows information about the amount at risk under the term warehouse facilities at June 30, 2020 (dollars in thousands):

	Amount at Risk⁽¹⁾		Weighted Average Remaining Maturity	Weighted Average Interest Rate
At June 30, 2020:
CRE - Term Warehouse Financing Facilities
Wells Fargo Bank, N.A. ⁽²⁾	$	53,579	21 days		2.43	%
Barclays Bank PLC	$	53,902	283 days		2.56	%
JPMorgan Chase Bank, N.A.	$	9,014	1.3 years		2.38	%

~~(1)~~

~~Non-employees are employees of C-III or Resource America, Inc. ("Resource America").~~

~~The~~(1)

Equal to the total of the estimated fair value ~~at grant~~of securities or loans sold and accrued interest receivable, minus the total of the repurchase agreement liabilities and accrued interest payable.

(2)

In July 2020, the maturity date of the ~~shares of restricted common stock granted~~Wells Fargo Bank, N.A. (“Wells Fargo”) term warehouse financing facility was extended to non-employees during the six months ended June 30, 2019 and 2018 was $2.0 million. The fair values at grant date of shares of restricted common stock issued to the Company's eight non-employee directors during the six months ended June 30, 2019 and 2018 were $265,000 and $255,000, respectively.September 2020.

At June 30, 2019, the total unrecognized restricted common stock expense for non-employees was $2.1 million, with a weighted average amortization period remaining of 2.2 years. At December 31, 2018, the total unrecognized restricted common stock expense for non-employees was $1.1 million, with a weighted average amortization period remaining of 1.8 years.

~~The following table summarizes restricted common stock grants during the six months ended June 30, 2019:~~

Senior Secured Financing Facility

On July 31, 2020, an indirect, wholly owned subsidiary (“Holdings”), along with its direct wholly owned subsidiary (the “Borrower”), of the Company entered into a $250.0 million Loan and Servicing Agreement (the “MassMutual Loan Agreement”) with MassMutual and the other lenders party thereto (the “Lenders”). The asset-based revolving loan facility (the “MassMutual Facility”) provided under the MassMutual Loan Agreement will be used to finance the Company’s core CRE lending business. The MassMutual Facility has an advance rate of 55% and an interest rate of 5.75% per annum payable monthly. The MassMutual Facility matures on July 31, 2027 if the Borrower obtains a rating for the MassMutual Facility of BBB or higher by October 31, 2020. If such rating is not obtained by October 31, 2020, then the MassMutual Facility matures on December 1, 2020. The Company paid a commitment fee as well as other reasonable closing costs. The loans under the MassMutual Facility are available for drawing during the first two years of the MassMutual Facility (the “Availability Period”). During the Availability Period, an unused commitment fee of 0.50% per annum (payable monthly) on unused commitments under the MassMutual Loan Agreement is payable for each day on which less than 75% of the total commitment is drawn.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

Pursuant to the MassMutual Loan Agreement, the Borrower’s obligations under the MassMutual Loan Agreement are secured by the Borrower’s assets and Holdings’ equity interests in the Borrower, including all distributions, proceeds and profits from Holdings’ interests in the Borrower.

In connection with the MassMutual Loan Agreement, the Company entered into a Guaranty (the “MassMutual Guaranty”) among the Company, Exantas Real Estate Funding 2018-RSO6 Investor, LLC (“RSO6”), Exantas Real Estate Funding 2019-RSO7 Investor, LLC (“RSO7”), and Exantas Real Estate Funding 2020-RSO8 Investor, LLC (collectively with RSO6 and RSO7, the “Additional Subsidiaries”), each an indirect, wholly owned subsidiary of the Company, in favor of the secured parties under the MassMutual Loan Agreement. Pursuant to the MassMutual Guaranty, the Company fully guaranteed all payments and performance of Holdings and the Borrower under the MassMutual Loan Agreement. Additionally, the Company and the Additional Subsidiaries made certain representations and warranties and agreed to not incur debt or liens, each subject to certain exceptions, and agreed to provide the Lenders with certain information.

The MassMutual Loan Agreement contains events of default, subject to certain materiality thresholds and grace periods, customary for this type of financing arrangement. The remedies for such events of default are also customary for this type of transaction.

CRE - Term Warehouse Financing Facilities

In July 2018, a wholly-owned subsidiary of the Company entered into an amended and restated master repurchase agreement (the “2018 Facility”), originally executed in February 2012, with Wells Fargo to finance the origination of CRE loans. In May 2020, Wells Fargo revised the minimum equity financial covenant required of the Company as of March 31, 2020 and provided a framework to avoid credit-based markdowns for approximately four months, ending September 4, 2020. In July 2020, the maturity date of the 2018 Facility was extended from July 21, 2020 to September 3, 2020.

In April 2018, a wholly-owned subsidiary of the Company entered into a master repurchase agreement (the “Barclays Facility”) with Barclays Bank PLC (“Barclays”) to finance the origination of CRE loans. In connection with the Barclays Facility, the Company entered into a guaranty agreement (the “Barclays Guaranty”) pursuant to which the Company fully guaranteed all payments and performance under the Barclays Facility. In May 2020, the Company entered into an amendment to the Barclays Guaranty that revised its minimum equity financial covenant as of March 1, 2020. Barclays also provided a framework to avoid credit-based markdowns for approximately four months, ending August 31, 2020.

In October 2018, an indirect wholly-owned subsidiary of the Company entered into a master repurchase agreement (the “JPMorgan Chase Facility”) with JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) to finance the origination of CRE loans.In connection with the JPMorgan Chase Facility, the Company entered into a guaranty agreement (the “JPMorgan Chase Guaranty”) pursuant to which the Company fully guaranteed all payments and performance under the JPMorgan Chase Facility. In May 2020, the Company entered into an amendment to the JPMorgan Chase Guarantee that revised its minimum equity financial covenant as of February 29, 2020.

The Company was in compliance with all of its covenants at June 30, 2020.

CMBS - Short-Term Repurchase Agreements

The COVID-19 pandemic produced material and previously unforeseeable liquidity shocks in credit markets causing significant declines in the pricing of the Company’s investment securities available-for-sale that were collateral for the Company’s CMBS short-term repurchase facilities (see Note 7). As a result, in March 2020, the Company received written notices from RBC Capital Markets, LLC, RBC (Barbados) Trading Bank Corporation and Deutsche Bank Securities Inc. alleging that events of default had occurred under the Company’s associated repurchase agreements as a result of not meeting certain margin calls. These notices were subsequently either withdrawn or rescinded. The Company had 0 outstanding balances on its CMBS - short-term repurchase agreements in April 2020.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

Contractual maturity dates of the Company’s borrowings’ principal outstanding by category and year are presented in the table below (in thousands):

	Total		2020		2021		2022		2023		2024 and Thereafter
At June 30, 2020:
CRE securitizations	$	1,126,878	$	—	$	—	$	—	$	—	$	1,126,878
Unsecured junior subordinated debentures		51,548		—		—		—		—		51,548
4.50% Convertible Senior Notes		143,750		—		—		143,750		—		—
Term warehouse financing facilities ⁽¹⁾		233,286		111,079		122,207		—		—		—
Total	$	1,555,462	$	111,079	$	122,207	$	143,750	$	—	$	1,178,426

Grant Date

Shares

Vesting per Year

Vesting Date(s)
January 22, 2019

196,198

33%

January 22, 2020, January 22, 2021 and January 22, 2022
February 1, 2019

3,308

100%

February 1, 2020
March 8, 2019

14,108

100%

March 8, 2020
June 3, 2019

3,164

100%

June 3, 2020
June 6, 2019

3,170

100%

June 6, 2020
June 19, 2019

900

100%

June 19, 2020

(1)	~~The following table summarizes~~Includes accrued interest payable in the ~~status~~balances of ~~the Company's vested stock options~~principal outstanding.

NOTE 10 - SHARE ISSUANCE AND REPURCHASE

On or after July 30, 2024, the Company may, at its option, redeem its 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”), in whole or in part, at any time and from time to time, for cash at $25.00 per share, plus accrued and unpaid distributions, if any, to the redemption date. Effective July 30, 2024 and thereafter, the Company will pay cumulative distributions on the Series C Preferred Stock at a floating rate equal to three-month LIBOR plus 5.927% per annum based on the $25.00 liquidation preference, provided that such floating rate shall not be less than the initial rate of 8.625% at any date of determination.

At June 30, 2020, the Company had 4.8 million shares of Series C Preferred Stock outstanding, with a weighted average issuance price, excluding offering costs, of $25.00.

In March 2016, the Board of Directors (“Board”) approved a securities repurchase program for up to $50.0 million of its outstanding securities. During the three and six months ended June 30, 2020 and 2019, the Company did 0t repurchase any shares of its common or preferred stock through this program. At June 30, 2020, $44.9 million remains available under this repurchase plan.

On July 31, 2020, in connection with the Note and Warrant Purchase Agreement, as discussed in Note 9, the Senior Unsecured Notes give Oaktree and MassMutual warrants to purchase an aggregate of up to 3.5 million shares of common stock at an exercise price of $0.01 per share, subject to certain potential adjustments. On July 31, 2020, the Company issued to Oaktree warrants to purchase 1.2 million shares of common stock for an aggregate purchase price of $42.0 million and issued to MassMutual warrants to purchase 224,000 shares of common stock for an aggregate purchase price of $8.0 million. At any time and from time to time prior to January 31, 2022, the Company may elect to issue to Oaktree and MassMutual warrants to purchase an additional 2.1 million shares of the common stock for a purchase price equal to the principal amount of the additional Senior Unsecured Notes being issued. The warrants are immediately exercisable on issuance and expire seven years from the issuance date. The warrants can be exercised with cash or as a net exercise.

NOTE 11 - SHARE-BASED COMPENSATION

In June 2019, the Company’s shareholders approved the Exantas Capital Corp. Second Amended and Restated Omnibus Equity Compensation Plan (the “June 2019 Plan”), which amended the May 2014 plan. The June 2019 Plan (i) increased the number of shares authorized for issuance from 3,275,000 shares to 4,775,000 shares; (ii) extended the expiration date from May 2024 to June 2029; and (iii) made other clarifying and updating amendments.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

The following table summarizes the Company’s restricted common stock transactions:

	Non-Employee Directors			Non- Employees ⁽¹⁾			Total
Unvested shares at January 1, 2020		24,558			396,404			420,962
Issued		30,120			177,766			207,886
Vested		(21,480	)		(245,699	)		(267,179	)
Forfeited		—			(29,988	)		(29,988	)
Unvested shares at June 30, 2020		33,198			298,483			331,681

(1)	Non-employees were employees of C-III or Resource America, Inc. (“Resource America”) at June 30, ~~2019:~~2020. On July 31, 2020, the Company’s management contract was purchased from Prior Manager by the Manager in the ACRES acquisition. See Note 1.

The fair values at grant date of the shares of restricted common stock granted to non-employees during the six months ended June 30, 2020 and 2019 was $2.1 million and $2.0 million, respectively. The fair values at grant date of shares of restricted common stock issued to the Company’s 7 and 8 non-employee directors that served at any time during the six months ended June 30, 2020 and 2019, respectively, were $180,000 and $265,000, respectively.

At June 30, 2020, the total unrecognized restricted common stock expense for non-employees was $1.8 million, with a weighted average amortization period remaining of 2.2 years. At December 31, 2019, the total unrecognized restricted common stock expense for non-employees was $1.1 million, with a weighted average amortization period remaining of 1.8 years.

On July 31, 2020, all unvested restricted stock awards were accelerated upon the close of the ACRES acquisition.

The following table summarizes the status of the Company’s vested stock options at June 30, 2020:

Vested Options	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Vested at January 1, 2020		10,000	$	25.60
Vested		—		—
Exercised		—		—
Forfeited		—		—
Expired		—		—
Vested at June 30, 2020		10,000	$	25.60		0.88	$	—

There were 0 options granted during the six months ended June 30, 2020 or 2019. The outstanding stock options have contractual terms of ten years and will expire in 2021.

The components of equity compensation expense for the periods presented are as follows (in thousands):

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Restricted shares granted to non-employees ⁽¹⁾	$	659	$	338	$	1,094	$	949
Restricted shares granted to non-employee directors		56		74		119		146
Total	$	715	$	412	$	1,213	$	1,095

Vested Options

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (in years)

Aggregate Intrinsic Value (in thousands)

Vested at January 1, 2019

10,000

$
25.60

Vested

—

—

Exercised

—

—

Forfeited

—

—

Expired

—

—

Vested at June 30, 2019

10,000

$
25.60

1.88

$
—

(1)

~~There~~Non-employees were ~~no options granted during the six months ended June 30, 2019~~employees of C-III or ~~2018. The outstanding stock options have contractual terms of ten years and will expire in 2021.~~Resource America.

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

~~The components of equity compensation expense for the periods presented are as follows (in thousands):~~

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

Restricted shares granted to non-employees ⁽¹⁾

$
338

$
587

$
949

$
1,481

Restricted shares granted to non-employee directors

74

72

146

145

Total

$
412

$
659

$
1,095

$
1,626

~~(1)~~

~~Non-employees are employees of C-III or Resource America.~~

Under the Company's Third Amended and Restated Management Agreement ("Management Agreement"), incentive compensation is paid quarterly. Up to 75% of the incentive compensation is paid in cash and at least 25% is paid in the form of an award of common stock, recorded in management fees on the consolidated statements of operations. During the three and six months ended June 30, 2019, the Company incurred incentive compensation payable to the Manager of $165,000, of which $124,000 was payable in cash and $41,000, representing 3,615 shares, was payable in common stock. The Manager received no incentive compensation for the three and six months ended June 30, 2018.

~~All equity awards, apart from incentive compensation under the Management Agreement,~~

Under the Company’s management agreement, incentive compensation is paid quarterly. Up to 75% of the incentive compensation is paid in cash and at least 25% is paid in the form of an award of common stock, recorded in management fees on the consolidated statements of operations. The Manager received 0 incentive compensation for the three and six months ended June 30, 2020. During the three and six months ended June 30, 2019, the Company recorded incentive compensation paid to the Manager of $165,000, of which $124,000 was paid in cash and $41,000, representing 3,615 shares, was paid in common stock.

All equity awards, apart from incentive compensation under the management agreement, are discretionary in nature and subject to approval by the compensation committee of the Board.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

NOTE 12 - EARNINGS PER SHARE

The following table presents a reconciliation of basic and diluted earnings (losses) per common share for the periods presented as follows (dollars in thousands, except per share amounts):

	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
Net income from continuing operations	$	9,003		$	9,189		$	17,173		$	9,052
Net (loss) income from continuing operations													$	(33,400	)	$	9,003		$	(229,921	)	$	17,173
Net income allocated to preferred shares		(2,587	)		(2,587	)		(5,175	)		(7,797	)		(2,587	)		(2,587	)		(5,175	)		(5,175	)
Consideration paid in excess of carrying value of preferred shares		—			—			—			(7,482	)
Net income (loss) from continuing operations allocable to common shares		6,416			6,602			11,998			(6,227	)
Net (loss) income from continuing operations allocable to common shares														(35,987	)		6,416			(235,096	)		11,998
Net loss from discontinued operations, net of tax		(112	)		(450	)		(149	)		(203	)		—			(112	)		—			(149	)
Net income (loss) allocable to common shares	$	6,304		$	6,152		$	11,849		$	(6,430	)
Net (loss) income allocable to common shares													$	(35,987	)	$	6,304		$	(235,096	)	$	11,849

Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding - basic		31,438,247			31,215,598			31,409,063			31,163,859			31,705,709			31,438,247			31,665,956			31,409,063
Effect of dilutive securities - unvested restricted stock		217,933			186,412			184,983			—			—			217,933			—			184,983
Weighted average number of common shares outstanding - diluted		31,656,180			31,402,010			31,594,046			31,163,859			31,705,709			31,656,180			31,665,956			31,594,046

Net income (loss) per common share - basic:
Net (loss) income per common share - basic:
Continuing operations	$	0.20		$	0.21		$	0.38		$	(0.20	)	$	(1.14	)	$	0.20		$	(7.42	)	$	0.38
Discontinued operations		—			(0.01	)		—			(0.01	)		—			—			—			—
Net income (loss) per common share - basic	$	0.20		$	0.20		$	0.38		$	(0.21	)
Net income (loss) per common share - diluted:
Net (loss) income per common share - basic													$	(1.14	)	$	0.20		$	(7.42	)	$	0.38
Net (loss) income per common share - diluted:
Continuing operations	$	0.20		$	0.21		$	0.38		$	(0.20	)	$	(1.14	)	$	0.20		$	(7.42	)	$	0.38
Discontinued operations		—			(0.01	)		—			(0.01	)		—			—			—			—
Net income (loss) per common share - diluted	$	0.20		$	0.20		$	0.38		$	(0.21	)
Potentially dilutive shares excluded from calculation due to anti-dilutive effect⁽¹⁾		12,618,770			14,885,296			12,618,770			14,885,296
Net (loss) income per common share - diluted													$	(1.14	)	$	0.20		$	(7.42	)	$	0.38

~~(1)~~

For the 4.50% Convertible Senior Notes, the Company has the intent and ability to settle the principal amount in cash and intends to settle the conversion feature for the amount above the conversion price, or the conversion spread, if any, in common stock. The Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted EPS, if applicable. The conversion spread will have a dilutive impact on diluted EPS when the average market price of the Company’s common stock for a given period exceeds the conversion price of the 4.50% Convertible Senior Notes. For the six months ended June 30, 2020, the average market price of the Company’s common stock did not exceed the conversion price of the 4.50% Convertible Senior Notes and for the six months ended June 30, 2019 the average market price of the Company’s common stock did not exceed the conversion price of the 4.50% Convertible Senior Notes and 8.00% Convertible Senior Notes and as such the convertible senior notes have been excluded from the computation of diluted EPS. The conversion rate and conversion price for the 4.50% Convertible Senior Notes are described further in Note 9.

NOTE 13 - DISTRIBUTIONS

In order to qualify as a REIT, the Company must currently distribute at least 90% of its taxable income. In addition, the Company must distribute 100% of its taxable income not to be subject to corporate federal income taxes on retained income. The Company anticipates it will distribute substantially all of its taxable income, if any, to its stockholders. Because taxable income differs from cash flow from operations due to non-cash revenues or expenses (such as provisions for credit losses and depreciation), in certain circumstances the Company may generate operating cash flow in excess of its distributions or, alternatively, may be required to borrow funds or sell assets to make sufficient distribution payments.

The Company’s 2020 distributions are, and will be, determined by the Board, which will also consider the composition of any distributions declared, including the option of paying a portion in cash and the balance in additional shares of common stock.

Potentially dilutive shares issuable in connection with the potential conversion of the Company's 4.50% convertible senior notes due 2022 ("4.50% Convertible Senior Notes") and 8.00% convertible senior notes due 2020 ("8.00% Convertible Senior Notes") (see Note 9) during the three and six months ended June 30, 2019 and 2018 and its 6.00% convertible senior notes due 2018 during the three and six months ended June 30, 2018 were not included in the calculation of diluted net income (loss) per share because the effect would be anti-dilutive.

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2930

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

For the quarter ended June 30, 2020, the Company did not pay any common share or preferred stock distributions. For the quarter ended June 30, 2019, the Company declared and subsequently paid distributions of $0.225 per common share and $0.54 per share of its Series C Preferred Stock.

The following tables present distributions declared (on a per share basis) for the year ended December 31, 2019:

	Common Stock
	Date Paid	Total Distributions Paid		Distributions Per Share
		(in thousands)
2019
December 31	January 28, 2020	$	8,767	$	0.275
September 30	October 25	$	7,967	$	0.25
June 30	July 26	$	7,172	$	0.225
March 31	April 26	$	6,373	$	0.20

	Series C Preferred Stock
	Date Paid	Total Distributions Paid		Distributions Per Share
	(in thousands)
2019
December 31	January 30, 2020	$	2,587	$	0.539063
September 30	October 30	$	2,588	$	0.539063
June 30	July 30	$	2,587	$	0.539063
March 31	April 30	$	2,588	$	0.539063

NOTE 1314 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the changes in each component of accumulated other comprehensive (loss) income ~~(loss)~~ for the six months ended June 30, ~~2019~~2020 (in thousands):

Net Unrealized Gain (Loss) on Derivatives

Net Unrealized (Loss) Gain on Investment Securities Available-for-Sale

Accumulated Other Comprehensive Income (Loss)

Balance at January 1, 2019

$
563

$
(3,620
)

$
(3,057
)
Other comprehensive (loss) income before reclassifications

(4,390
)

9,196

4,806

Amounts reclassified from accumulated other comprehensive income ⁽¹⁾

(68
)

(4
)

(72
)
Balance at June 30, 2019

$
(3,895
)

$
5,572

$
1,677

	Net Unrealized (Loss) Gains on Derivatives			Net Unrealized Gain (Loss) on Investment Securities Available-for-Sale without an Allowance for Credit Losses			Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2020	$	(3,999	)	$	5,820		$	1,821
Other comprehensive loss before reclassifications		(7,233	)		(191,283	)		(198,516	)
Amounts reclassified from accumulated other comprehensive income ⁽¹⁾		321			185,357			185,678
Balance at June 30, 2020	$	(10,911	)	$	(106	)	$	(11,017	)

(1)	Amounts reclassified from accumulated other comprehensive income are reclassified to interest expense and net realized and unrealized (loss) gain on investment securities available-for-sale and loans and derivatives on the ~~Company's~~Company’s consolidated statements of operations.

NOTE 1415 - RELATED PARTY TRANSACTIONS

Management Agreement

On July 31, 2020, the Company entered into a Fourth Amended and Restated Management Agreement (the “Management Agreement”) with ACRES. Under the amended Management Agreement, the Manager replaced the Prior Manager as the Company’s external manager.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

Relationship with ACRES Capital Corp. and certain of its Subsidiaries

Relationship with ACRES Capital Corp. and certain of its Subsidiaries. The Manager is a subsidiary of ACRES Capital Corp., of which Andrew Fentress, the Company’s Chairman, serves as Managing Partner and Mark Fogel, the Company’s President, Chief Executive Officer and Director, serves as Chief Executive Officer and President.

On July 31, 2020, RCC RE, a direct, wholly owned subsidiary of the Company, provided a $12.0 million loan (the “ACRES Loan”) to ACRES Capital Corp. evidenced by the Promissory Note from ACRES Capital Corp.

The ACRES Loan accrues interest at 3.00% per annum payable monthly. The monthly amortization payment is $25,000. The ACRES Loan matures in six years, subject to 2 one-year extensions (at ACRES Capital Corp.’s option) subject to the payment of a 0.5% extension fee to RCC RE on the outstanding principal amount of the ACRES Loan.

Relationship with ACRES Capital Servicing LLC. Under the MassMutual Loan Agreement, ACRES Capital Servicing LLC, an affiliate of ACRES Capital Corp. and the Manager, serves as the portfolio servicer.

Relationship with C-III and certain of its Subsidiaries

Relationship with C-III and Certain of its Subsidiaries. ~~The~~ At June 30, 2020, the Prior Manager iswas a wholly-owned subsidiary of Resource America, which iswas a wholly-owned subsidiary of C-III, a leading CRE investment management and services company engaged in a broad range of activities, including primary and special loan servicing, loan origination, fund management, CDO management, principal investment, zoning due diligence, investment sales and multifamily property management.C-III. C-III is indirectly controlled and partially owned by Island Capital Group LLC ("(“Island ~~Capital"~~Capital”)~~, of which~~. Effective July 31, 2020, in connection with the ACRES acquisition, Andrew L. Farkas, the ~~Company's Chairman, is~~managing member of Island Capital and the ~~managing member. Mr. Farkas is also~~ chairman and chief executive officer of ~~C-III.~~C-III, resigned his position as the Company’s Chairman. In addition, Robert C. Lieber ~~the Company's Chief Executive Officer,~~ and Matthew J. Stern, ~~the Company's President, are~~each executive managing directors of both C-III and Island ~~Capital.~~Capital, resigned their positions as the Company’s Chief Executive Officer and President, respectively. Lastly, Jeffrey P. Cohen, ~~who is~~president of C-III and Island Capital, resigned his position as a member of the ~~Company's Board, is president of both C-III and Island Capital.~~Board. Those officers and the ~~Company's~~Company’s other executive officers ~~are~~were also officers of the ~~Company's~~Company’s Prior Manager, Resource America, C-III and/or affiliates of those companies. At June 30, ~~2019,~~2020, C-III indirectly beneficially owned ~~766,718,~~780,025, or 2.4%, of the ~~Company's~~Company’s outstanding common ~~shares.~~stock.

~~The~~At June 30, 2020, the Company ~~has~~had a ~~Management Agreement~~management agreement with the Prior Manager ~~amended and restated on December 14, 2017,~~ pursuant to which the Manager ~~provides~~provided the day-to-day management of the ~~Company's~~Company’s operations and ~~receives~~received substantial fees. For the three and six months ended June 30, 2020, the Prior Manager earned base management fees of approximately $1.3 million and $3.4 million, respectively. For the three and six months ended June 30, 2019, the Prior Manager earned base management fees of approximately $2.1 million and $4.2 million, respectively. ~~For~~NaN incentive compensation was earned for the three and six months ended June 30, ~~2018, the Manager earned base management fees of approximately $2.8 million and $5.6 million, respectively.~~2020. For the three and six months ended June 30, 2019, the Prior Manager earned incentive compensation of approximately $165,000, of which $124,000 was payable in cash and approximately $41,000 was ~~payable~~paid in common ~~stock at June 30, 2019. No incentive compensation was earned for the three and six months ended June 30, 2018.~~stock. At June 30, ~~2019~~2020 and December 31, ~~2018, $699,000~~2019, $446,000 and ~~$938,000,~~$701,000, respectively, of base management fees were payable by the Company to the ~~Manager. At June 30, 2019, $165,000 of incentive compensation was payable by the Company to the~~Prior Manager. There was no0 incentive compensation payable at June 30, 2020 and December 31, ~~2018.~~2019. The Prior Manager and its affiliates ~~provide~~provided the Company with a Chief Financial Officer and a sufficient number of additional accounting, finance, tax and investor relations professionals. The Company ~~reimburses~~reimbursed the ~~Manager's~~Prior Manager’s and its ~~affiliates'~~affiliates’ expenses for (a) the wages, salaries and benefits of the Chief Financial Officer, (b) a portion of the wages, salaries and benefits of accounting, finance, tax and investor relations professionals, in proportion to such ~~personnel's~~personnel’s percentage of time allocated to the ~~Company's~~Company’s operations, and (c) personnel principally devoted to the ~~Company's~~Company’s ancillary operating subsidiaries. The Company ~~reimburses~~reimbursed out-of-pocket expenses and certain other costs incurred by the Prior Manager and its affiliates that ~~relate~~related directly to the ~~Company's~~Company’s operations. For the three and six months ended June 30, ~~2019,~~2020, the Company reimbursed the Prior Manager ~~$1.1~~$1.3 million and ~~$2.1~~$3.3 million, respectively, for all such compensation and costs. For the three and six months ended June 30, ~~2018,~~2019, the Company reimbursed the Prior Manager ~~$1.9~~$1.1 million and ~~$2.8~~$2.1 million, respectively, for all such compensation and costs. At June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company had payables to Resource America and its subsidiaries pursuant to the ~~Management Agreement~~management agreement totaling approximately ~~$401,000~~$398,000 and ~~$333,000,~~$1.1 million, respectively. The ~~Company's~~Company’s base management fee payable and expense reimbursements payable ~~are~~were recorded in management fee payable and accounts payable and other liabilities on the consolidated balance sheets, respectively.

At June 30, ~~2019,~~2020, the Company retained equity in six securitization entities that were structured for the Company by the Prior Manager, although three of the securitization entities had been substantially liquidated as of June 30, ~~2019.~~2020. Under the ~~Management Agreement,~~management agreement, the Prior Manager was not separately compensated by the Company for executing these transactions and iswas not separately compensated for managing the securitization entities and their assets.

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3032

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

Relationship with Resource Real Estate, LLC. Resource Real Estate, LLC ("(“Resource Real ~~Estate"~~Estate”), an indirect wholly-owned subsidiary of Resource America and C-III, ~~originates, finances~~originated, financed and ~~manages~~managed the ~~Company's~~Company’s CRE loan ~~portfolio.~~portfolio until the ACRES acquisition on July 31, 2020. The Company ~~reimburses~~reimbursed Resource Real Estate for loan origination costs associated with all loans originated. At December 31, ~~2018,~~2019, the Company had ~~net~~ receivables from Resource Real Estate for loan deposits of ~~$26,000.~~$101,000. There were ~~no loan deposits receivable~~0 receivables from Resource Real Estate for loan deposits at June 30, ~~2019.~~2020.

Resource Real Estate served as special servicer for the following liquidated real estate securitization transactions, which provided financing for CRE loans: (i) Resource Capital Corp. 2014-CRE2, Ltd., a $353.9 million securitization that closed in July 2014 and liquidated in August 2017; (ii) Resource Capital Corp. 2015-CRE3, Ltd., a $346.2 million securitization that closed in February 2015 and liquidated in August 2018; (iii) Resource Capital Corp. 2015-CRE4, Ltd., a $312.9 million securitization that closed in August 2015 and liquidated in July 2018; and (iv) Resource Capital Corp. 2017-CRE5, Ltd. (“RCC ~~2017-CRE5,~~2017-CRE5”), a $376.7 million securitization that closed in July 2017 and liquidated in July 2019. Resource Real Estate served as special servicer for XAN 2020-RSO8, a $522.6 million securitization that closed in March 2020. Resource Real Estate did ~~not~~0t earn any special servicing fees during the three and six months ended June 30, ~~2019~~2020 and ~~2018.~~2019.

Relationship with C-III Commercial Mortgage and C3AM. In May 2019, RCC RE entered into a Mortgage Loan Sale and Purchase Agreement (the ~~"May~~“May 2019 Loan Acquisition ~~Agreement"~~Agreement”) with C-III Commercial Mortgage LLC ("(“C-III Commercial ~~Mortgage"~~Mortgage”), a wholly-owned subsidiary of C-III, that provided for the acquisition by RCC RE of certain CRE loans on a servicing-released basis at par, plus accrued and unpaid interest on each loan for an aggregate purchase price of $197.6 million. In accordance with the terms of the May 2019 Loan Acquisition Agreement, C-III Commercial Mortgage retains its title to all exit fees in excess of 0.50% of the outstanding principal balance. During the three and six months ended June 30, ~~2019,~~2020, C-III Commercial Mortgage earned exit fees of $29,000 and $32,000, respectively. C-III Commercial Mortgage did ~~not~~0t earn any exit ~~fees.~~fees during the three and six months ended June 30, 2019. The Company had no0 outstanding payables to C-III Commercial Mortgage ~~LLC~~ at June 30, 2020 and December 31, 2019.

~~Additionally,~~ C3AM served ~~as the primary servicer for the CRE loans collateralizing RCC 2017-CRE5 and serves~~ as the primary servicer for the CRE loans acquired in the May 2019 Loan Acquisition Agreement and for the CRE loans collateralizing RCC 2017-CRE5, Exantas Capital Corp. 2018-RSO6, Ltd. ("(“XAN ~~2018-RSO6"~~2018-RSO6”), a $514.2 million securitization that closed in June 2018, and Exantas Capital Corp. 2019-RSO7, Ltd. (“XAN ~~2019-RSO7,~~2019-RSO7”), a $687.2 million securitization that closed in April 2019. C3AM ~~receives servicing fees, payable monthly on an asset-by-asset basis. C3AM serves~~served as special servicer for C40, XAN 2018-RSO6 and XAN 2019-RSO7, under which it ~~receives~~received a base special servicing fee.

During the three and six months ended June 30, 2019, C3AM earned approximately $170,000 and $261,000, respectively, in servicing fees and the Company received $48,000 of exit fees from C3AM on a CRE loan acquired in the May 2019 Loan Acquisition Agreement. During the three and six months ended June 30, 2018, C3AM earned approximately $67,000 and $102,000, respectively, in servicing fees. ~~C3AM did not earn any special servicing fees during the three and six months ended June 30, 2019 and 2018.~~ The Company had payables to C3AM of approximately ~~$47,000 and $26,000~~$37,000 at ~~June 30, 2019 and~~ December 31, ~~2018, respectively.~~2019.

~~NOTE 15 - DISTRIBUTIONS~~

~~For the quarters ended June 30,~~On December 31, 2019, ~~and 2018, the Company declared and subsequently paid dividends of $0.225 and $0.10 per~~C3AM was sold by C-III to an unaffiliated third party. As such, C3AM ceased being a related party under common ~~share, respectively.~~

In order to qualify as a REIT, the Company must currently distribute at least 90% of its taxable income. In addition, the Company must distribute 100% of its taxable income in order to not be subject to corporate federal income taxes on retained income. The Company anticipates it will distribute substantially all of its taxable income to its stockholders. Because taxable income differs from cash flow from operations due to non-cash revenues or expenses (such as provisions for loan losses and depreciation), in certain circumstances the Company may generate operating cash flow in excess of its distributions or, alternatively, may be required to borrow funds to make sufficient distribution payments.

The Company's 2019 dividends are, and will be, determined by the Board, which will also consider the composition of any dividends declared, including the option of paying a portion in cash and the balance in additional shares of common stock.control effective January 1, 2020.

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3133

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

The following tables present dividends declared (on a per share basis) for the six months ended June 30, 2019 and year ended December 31, 2018, with respect to the Company's common stock and Series C Preferred Stock, and for the period from January 1, 2018 through March 26, 2018, with respect to the Company's Series B Preferred Stock:

Common Stock

Date Paid

Total
Dividend
Paid

Dividend
Per Share

(in thousands)

2019

June 30

July 26

$
7,172

$
0.225

March 31

April 26

$
6,373

$
0.20

2018

December 31

January 25, 2019

$
5,540

$
0.175

September 30

October 26

$
4,749

$
0.15

June 30

July 27

$
3,165

$
0.10

March 31

April 27

$
1,584

$
0.05

Series B Preferred Stock

Series C Preferred Stock

Date Paid

Total
Dividend
Paid

Dividend
Per Share

Date Paid

Total
Dividend
Paid

Dividend
Per Share

(in thousands)

(in thousands)

2019

June 30

N/A

N/A

N/A

July 30

$
2,587

$
0.539063

March 31

N/A

N/A

N/A

April 30

$
2,588

$
0.539063

2018

December 31

N/A

N/A

N/A

January 30, 2019

$
2,588

$
0.539063

September 30

N/A

N/A

N/A

October 30

$
2,588

$
0.539063

June 30

N/A

N/A

N/A

July 30

$
2,588

$
0.539063

March 31

N/A

N/A

N/A

April 30

$
2,588

$
0.539063

March 26

March 26

$
1,480

$
0.320830

N/A

N/A

N/A

NOTE 16 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the ~~Company's~~Company’s financial instruments carried at fair value on a recurring basis based upon the fair value hierarchy (in thousands):

	Level 1		Level 2			Level 3		Total			Level 1		Level 2		Level 3		Total
At June 30, 2019:
At June 30, 2020:
Assets:
Investment securities available-for-sale	$	—	$	—		$	445,664	$	445,664		$	—	$	—	$	2,245	$	2,245
Total assets at fair value	$	—	$	—		$	445,664	$	445,664		$	—	$	—	$	2,245	$	2,245
Liabilities:
Derivatives	$	—	$	(4,470	)	$	—	$	(4,470	)	$	—	$	77	$	—	$	77
Total liabilities at fair value	$	—	$	(4,470	)	$	—	$	(4,470	)	$	—	$	77	$	—	$	77
At December 31, 2018:
At December 31, 2019:
Assets:
Investment securities available-for-sale	$	—	$	—		$	418,998	$	418,998		$	—	$	—	$	520,714	$	520,714
Derivatives		—		985			—		985			—		30		—		30
Total assets at fair value	$	—	$	985		$	418,998	$	419,983		$	—	$	30	$	520,714	$	520,744
Liabilities:
Derivatives	$	—	$	1,043		$	—	$	1,043		$	—	$	4,558	$	—	$	4,558
Total liabilities at fair value	$	—	$	1,043		$	—	$	1,043		$	—	$	4,558	$	—	$	4,558

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~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

In accordance with guidance on fair value measurements and disclosures, the Company is not required to disclose quantitative information with respect to unobservable inputs contained in fair value measurements that are not developed by the Company. As a consequence, the Company has not disclosed such information associated with fair values obtained for investment securities available-for-sale and derivatives from third-party pricing sources.

The following table presents additional information about the ~~Company's~~Company’s assets that are measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs (in thousands):

	CMBS			CMBS
Balance, January 1, 2019	$	418,998
Balance, January 1, 2020				$	520,714
Included in earnings		1,415			(185,658	)
Purchases		40,594			24,600
Sale		(638	)
Sales					(111,846	)
Paydowns ⁽¹⁾		(23,897	)		(4,733	)
Relinquishments					(234,906	)
Included in other comprehensive income		9,192			(5,926	)
Balance, June 30, 2019	$	445,664
Balance, June 30, 2020				$	2,245

~~(1)~~

~~Includes non-cash adjustments in connection with~~

To measure the ~~recalculation of the accretable yield on certain interest-only CMBS.~~

~~Legacy CRE loans held for sale are measured at the lower of cost or market on a nonrecurring basis. To determine~~ fair value of ~~the legacy CRE loans~~an asset held for sale, the Company primarily uses appraisals obtained from third-parties as a practical expedient. The Company may also use the present value of estimated cash flows, market price, if available, or other determinants of the fair value of the collateral less estimated disposition costs. ~~The~~

In November 2019, the Company foreclosed on its remaining legacy CRE loan held for sale, and obtained ownership of the underlying property, which remains classified as an asset held for sale on the consolidated balance sheets, recorded ~~losses~~at the lower of ~~$1.3~~cost or fair market value. In March 2020 the Company received a $13.5 million ~~during~~offer on the property. During the three ~~months ended June 30, 2019~~ and ~~$1.4 million, which included $102,000 of protective advances to cover borrower operating losses, during the~~ six months ended June 30, 2019 on one legacy CRE loan held for sale. The losses comprised a $1.3 million fair value charge in connection with the updated fair value based on the average of three June 2019 brokers' opinion of value that were taken into account equally along with the latest appraisal received in February 2019. During the six months ended June 30, 2018,2020, the Company recorded losses of $927,000 and $4.7 million, respectively, on the ~~same legacy~~remaining CRE ~~loan~~asset held for sale, which included protective advances to cover borrower operating losses of ~~$172,000. No losses were incurred during~~$927,000 and $1.4 million, respectively. During the three and six months ended June 30, ~~2018.~~2019, the Company recorded losses of $1.3 million and $1.4 million, respectively, on the remaining CRE asset held for sale, which included protective advances to cover borrower operating losses of $102,000 during the six months ended June 30, 2019. The ~~losses adjusted~~loss during the ~~loan to its~~three and six months ended June 30, 2020 primarily included a $3.3 million fair value ~~less~~charge in connection with the ~~remaining~~offer received on the property adjusted for the estimated costs to ~~repair the underlying collateral,~~sell. The asset had a fair value equal to ~~$16.1~~$13.2 million and ~~$17.0~~$16.5 million at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. ~~The terminal capitalization rates used in the updated appraisal and brokers' opinion of values ranged from 8.50%~~

(Back to ~~10.00% at June~~Index)

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019.~~2020

(unaudited)

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair values of the ~~Company's~~Company’s short-term financial instruments such as cash and cash equivalents, restricted cash, accrued interest receivable, principal paydowns receivable, accrued interest payable and distributions payable approximate their carrying values on the consolidated balance sheets. The fair values of the ~~Company's~~Company’s investment securities available-for-sale are reported in Note 7. The fair values of the ~~Company's~~Company’s derivative instruments are reported in Note 17.

The fair values of the ~~Company's~~Company’s loans held for investment are measured by discounting the expected future cash flows using the current interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. ~~Fair~~Par values of loans with variable interest rates are expected to approximate fair ~~value.~~value unless evidence of credit deterioration exists, in which case the fair value approximates the par value less the loan’s allowance estimated through individual evaluation. Fair values of loans with fixed rates are calculated using the net present values of future cash flows, discounted at market rates. The ~~Company's~~Company’s floating-rate CRE loans had interest rates from ~~5.13%~~4.10% to ~~8.68%~~7.05% and ~~5.08%~~4.45% to ~~8.63%~~7.96% at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

The fair value of the ~~Company's~~Company’s mezzanine loan is measured by discounting the expected cash flows using the future expected coupon rate. The ~~Company's~~Company’s mezzanine loan is discounted at a rate of 10.00%.

The fair value of the ~~Company's~~Company’s preferred equity investments are measured by discounting the expected cash flows using the future expected coupon rates. The ~~Company's~~Company’s preferred equity investments are discounted at rates of 12.08% and 11.54%.

Senior notes in CRE securitizations are valued using ~~dealer quotes, typically sourced from the dealer who underwrote the applicable CRE securitization.~~third-party pricing sources.

The fair values of the junior subordinated notes RCT I and RCT II are estimated by using a discounted cash flow model with discount rates of 8.99% ~~and 8.99%, respectively.~~.

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

The fair value of the convertible notes is determined using a discounted cash flow model that discounts the expected future cash flows using current interest rates on similar debts that do not have a conversion option. The ~~8.00% Convertible Senior Notes are discounted at a rate of 4.92% and the~~ 4.50% Convertible Senior Notes are discounted at a rate of 7.43%.

Repurchase agreements are variable rate debt instruments indexed to LIBOR that reset periodically and, as a result, their carrying value approximates their fair value, excluding deferred debt issuance costs.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

The fair values of the ~~Company's~~Company’s remaining financial ~~instruments~~and non-financial assets that are not reported at fair value on the consolidated balance sheets are reported in the following table (in thousands):

			Fair Value Measurements										Fair Value Measurements
	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets of Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets of Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
At June 30, 2019:
At June 30, 2020:
Assets:
CRE whole loans held for investment	$	1,918,382	$	1,928,828	$	—	$	—	$	1,928,828	$	1,679,524	$	1,732,138	$	—	$	—	$	1,732,138
CRE mezzanine loan	$	4,700	$	4,700	$	—	$	—	$	4,700	$	4,095	$	4,700	$	—	$	—	$	4,700
CRE preferred equity investments	$	25,410	$	25,565	$	—	$	—	$	25,565	$	21,170	$	26,929	$	—	$	—	$	26,929
Legacy CRE loans held for sale	$	16,082	$	16,082	$	—	$	—	$	16,082
Asset held for sale											$	13,200	$	13,200	$	—	$	—	$	13,200
Liabilities:
Senior notes in CRE securitizations	$	963,383	$	976,360	$	—	$	—	$	976,360	$	1,117,390	$	1,076,790	$	—	$	—	$	1,076,790
Junior subordinated notes	$	51,548	$	28,050	$	—	$	—	$	28,050	$	51,548	$	21,032	$	—	$	—	$	21,032
Convertible notes	$	152,942	$	164,932	$	—	$	—	$	164,932	$	135,388	$	143,750	$	—	$	—	$	143,750
Repurchase agreements	$	767,392	$	771,593	$	—	$	—	$	771,593
At December 31, 2018:
Warehouse financing facilities											$	231,764	$	233,286	$	—	$	—	$	233,286
At December 31, 2019:
Assets:
CRE whole loans held for investment	$	1,527,712	$	1,538,759	$	—	$	—	$	1,538,759	$	1,759,137	$	1,768,322	$	—	$	—	$	1,768,322
CRE mezzanine loan	$	4,700	$	4,700	$	—	$	—	$	4,700	$	4,700	$	4,700	$	—	$	—	$	4,700
CRE preferred equity investment	$	19,555	$	19,718	$	—	$	—	$	19,718	$	26,148	$	26,237	$	—	$	—	$	26,237
Legacy CRE loans held for sale	$	17,000	$	17,000	$	—	$	—	$	17,000
Asset held for sale											$	16,500	$	16,500	$	—	$	—	$	16,500
Liabilities:
Senior notes in CRE securitizations	$	501,045	$	498,897	$	—	$	—	$	498,897	$	746,438	$	754,023	$	—	$	—	$	754,023
Junior subordinated notes	$	51,548	$	27,800	$	—	$	—	$	27,800	$	51,548	$	25,831	$	—	$	—	$	25,831
Convertible notes	$	151,190	$	164,932	$	—	$	—	$	164,932	$	154,786	$	164,932	$	—	$	—	$	164,932
Repurchase agreements	$	850,440	$	855,783	$	—	$	—	$	855,783
Warehouse financing facilities and repurchase agreements											$	919,805	$	922,519	$	—	$	—	$	922,519

NOTE 17 - MARKET RISK AND DERIVATIVE INSTRUMENTS

The Company is affected by changes in certain market conditions. These changes in market conditions may adversely impact the ~~Company's~~Company’s financial performance and are referred to as ~~"market~~“market risks."” When deemed appropriate, the Company uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market ~~risk~~risks managed by the Company through the use of derivative instruments isare interest rate risk and market price risk.

The Company may hold various derivatives in the ordinary course of business, including interest rate swaps. Interest rate swaps are contracts between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices.

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

A significant market risk to the Company is interest rate risk. 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 the ~~Company's~~Company’s control. Changes in the general level of interest rates can affect net interest income, which is the difference between the interest income earned on interest-earning assets and the interest expense incurred in connection with interest-bearing liabilities. Changes in the level of interest rates also can affect the value of the ~~Company's~~Company’s interest-earning assets and the ~~Company's~~Company’s ability to realize gains from the sale of these assets. A decline in the value of the ~~Company's~~Company’s interest-earning assets pledged as collateral for borrowings could result in the counterparties demanding additional collateral pledges or liquidation of some of the existing collateral to reduce borrowing levels.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

The Company seeks to manage the extent to which net income changes as a function of changes in interest rates by matching adjustable-rate assets with variable-rate borrowings. The Company seeks to mitigate the potential impact on net income (loss) of adverse fluctuations in interest rates incurred on its borrowings by entering into hedging agreements.

The Company classifies its interest rate risk hedges as cash flow hedges, which are hedges that eliminate the risk of changes in the cash flows of a financial asset or liability. The Company records changes in fair value of derivatives designated and effective as cash flow hedges in accumulated other comprehensive (loss) income, ~~(loss),~~ and records changes in fair value of derivatives designated and ineffective as cash flow hedges in earnings.

At June 30, 2019 and December 31, 2018, the Company had 18 and 16, respectively, interest rate swap contracts outstanding whereby the Company paid a weighted average fixed rate of 2.50% and 2.54%, respectively, and received a variable rate equal to one-month LIBOR. The aggregate notional amount of these contracts was $87.6 million and $81.1 million at June 30, 2019 and December 31, 2018, respectively. The counterparty for the Company's designated interest rate hedge contracts at June 30, 2019 and December 31, 2018 was Wells Fargo.

There were no interest rate swaps in an asset position at June 30, 2019. At December 31, 2018, the estimated fair value of the Company's interest rate swaps in an asset position was $985,000. At June 30, 2019 and December 31, 2018, the estimated fair value of the Company's interest rate swaps in a liability position was $4.5 million and $1.0 million, respectively. The Company had aggregate unrealized losses of $3.9 million and aggregate unrealized gains of $563,000 on its interest rate swaps at June 30, 2019 and December 31, 2018, respectively, which are recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets.

At June 30, 2019 and December 31, 2018, the Company had an unrealized gain of $576,000 and $621,000, respectively, attributable to two terminated interest rate swaps, in accumulated other comprehensive income (loss) on the consolidated balance sheets, to be accreted into earnings over the remaining life of the debt. The Company recorded accretion income, reported in interest expense on the consolidated statements of operations, of $23,000 and $45,000 during the three and six months ended June 30, 2019, respectively, to accrete the accumulated other comprehensive income on the terminated swap agreements. The Company did not record any interest expense for the three and six months ended June 30, 2018 to amortize accumulated other comprehensive income (loss) from terminated swap agreements.

~~The Company had a master netting agreement with Wells Fargo at June 30, 2019.~~ Regulations promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 mandate that the Company clear certain new interest rate swap transactions through a central counterparty. Transactions that are centrally cleared result in the Company facing a clearing house, rather than a swap dealer, as counterparty. Central clearing requires the Company to post collateral in the form of initial and variation margin to satisfy potential future obligations.

At June 30, 2020, the Company had 0 interest rate swap hedge contracts outstanding. At December 31, 2019, the Company had 19 interest rate swap hedge contracts outstanding whereby the Company paid a weighted average fixed rate of 2.47% and received a variable rate equal to one-month LIBOR. The aggregate notional amount of these contracts was $90.2 million at December 31, 2019. The counterparty for the Company’s designated interest rate hedge contracts at December 31, 2019 was Wells Fargo.

The Company had ~~no centrally cleared~~a master netting agreement with Wells Fargo at June 30, 2020. At December 31, 2019, the estimated fair value of the Company’s centrally-cleared interest rate ~~swaps with fair values~~swap hedge contracts in an asset position ~~at June 30, 2019.~~was $30,000. At December 31, ~~2018,~~2019, the ~~Company had centrally cleared~~estimated fair value of the Company’s centrally-cleared interest rate ~~swaps with fair values in an asset position of $985,000. At June 30, 2019 and December 31, 2018, the Company had centrally cleared interest rate swaps with a fair value~~swap hedge contracts in a liability position was $4.6 million. The Company had aggregate unrealized losses of ~~$4.5~~$4.0 million on its interest rate swap hedge contracts at December 31, 2019, which are recorded in accumulated other comprehensive (loss) income on the consolidated balance sheets.

The Company terminated all of its interest rate swap positions associated with its financed CMBS portfolio in April 2020. At termination, the Company realized a loss of $11.8 million. At June 30, 2020, the Company had a loss of $11.4 million recorded in accumulated other comprehensive (loss) income, which will be amortized into earnings over the remaining life of the debt. During the three and ~~$1.0 million, respectively.~~six months ended June 30, 2020, the Company recorded amortization expense, reported in interest expense on the consolidated statements of operations, of $367,000.

At June 30, 2020 and December 31, 2019, the Company had an unrealized gain of $484,000 and $530,000, respectively, attributable to 2 terminated interest rate swaps, in accumulated other comprehensive (loss) income on the consolidated balance sheets, to be accreted into earnings over the remaining life of the debt. The Company recorded accretion income, reported in interest expense on the consolidated statements of operations, of $23,000 and $46,000 during the three and six months ended June 30, 2020, respectively, and $23,000 and $45,000 during the three and six months ended June 30, 2019, respectively, to accrete the accumulated other comprehensive income on the terminated swap agreements.

The Company’s origination of fixed-rate CRE whole loans exposes it to market pricing risk in connection with the fluctuations of market interest rates. As market interest rates increase or decrease, the fair value of the fixed-rate CRE whole loans will decrease or increase accordingly. In order to mitigate this market price risk, the Company may enter into interest rate swap contracts in which it pays a fixed rate of interest in exchange for a variable rate of interest, usually three-month LIBOR. Unrealized gains and losses on the value of these swap contracts are recorded in other expense on the consolidated statements of operations.

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3537

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

The following tables present the fair value of the ~~Company's~~Company’s derivative financial instruments at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 on the ~~Company's~~Company’s consolidated balance sheets and the related effect of the derivative instruments on the consolidated statements of operations for the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:

Fair Value of Derivative Instruments ~~(in~~(in thousands)

Liability Derivatives

At June 30, 2019

Notional Amount

Consolidated Balance Sheets Location

Fair Value

Interest rate swap contracts, hedging ⁽¹⁾

$
87,551

Derivatives, at fair value

$
4,470

Interest rate swap contracts, hedging

$
87,551

Accumulated other comprehensive income (loss)

$
(3,895
)

	Liability Derivatives
At June 30, 2020	Notional Amount		Consolidated Balance Sheets Location	Fair Value
Interest rate swap contracts	$	4,030	Derivatives, at fair value	$	77
Interest rate swap contracts, hedging	$	—	Accumulated other comprehensive (loss) income	$	(10,911	)

Asset Derivatives

At December 31, 2018

Notional Amount

Consolidated Balance Sheets Location

Fair Value

At December 31, 2019

Notional Amount

Consolidated Balance Sheets Location

Fair Value

Interest rate swap contracts, hedging ⁽¹⁾

31,725

Derivatives, at fair value

985

2,630

Derivatives, at fair value

	Liability Derivatives					Liability Derivatives
	Notional Amount		Consolidated Balance Sheets Location	Fair Value		Notional Amount		Consolidated Balance Sheets Location	Fair Value
Interest rate swap contracts, hedging ⁽¹⁾	$	49,326	Derivatives, at fair value	$	1,043	$	87,551	Derivatives, at fair value	$	4,558
Interest rate swap contracts, hedging	$	81,051	Accumulated other comprehensive income (loss)	$	563	$	90,181	Accumulated other comprehensive (loss) income	$	(3,999	)

(1)	Interest rate swap contracts are accounted for as cash flow hedges.

The Effect of Derivative Instruments on the Consolidated Statements of Operations (in thousands)

Derivatives

Six Months Ended June 30, 2019

Consolidated Statements of Operations Location

Realized and Unrealized

Gain (Loss)

Six Months Ended June 30, 2020

Consolidated Statements of Operations Location

Realized and Unrealized

Gain (Loss) ⁽¹⁾

Interest rate swap contracts

Other (expense) income

(79

)

Interest rate swap contracts, hedging

Interest expense

(629

)

Derivatives

Six Months Ended June 30, 2018

Consolidated Statements of Operations Location

Realized and Unrealized

Gain (Loss)

Six Months Ended June 30, 2019

Consolidated Statements of Operations Location

Realized and Unrealized

Gain (Loss)

Interest rate swap contracts, hedging

Interest expense

(80

)

Interest expense

(1)	Negative values indicate a decrease to the associated consolidated statement of operations line items.

NOTE 18 - OFFSETTING OF FINANCIAL ASSETS AND LIABILITIES

The following table presents a summary of the ~~Company's~~Company’s offsetting of derivative assets (in thousands):

							(iv) Gross Amounts Not Offset on the Consolidated Balance Sheets												(iv) Gross Amounts Not Offset on the Consolidated Balance Sheets
	(i) Gross Amounts of Recognized Assets		(ii) Gross Amounts Offset on the Consolidated Balance Sheets		(iii) = (i) - (ii) Net Amounts of Assets Included on the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Pledged		(v) = (iii) - (iv) Net Amount		(i) Gross Amounts of Recognized Assets		(ii) Gross Amounts Offset on the Consolidated Balance Sheets		(iii) = (i) - (ii) Net Amounts of Assets Included on the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Pledged		(v) = (iii) - (iv) Net Amount
At December 31, 2018:
At December 31, 2019:
Derivatives, at fair value	$	985	$	—	$	985	$	—	$	—	$	985	$	30	$	—	$	30	$	—	$	—	$	30

There were no0 derivatives with a fair value in an asset position at June 30, ~~2019.~~2020.

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3638

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EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, ~~2019~~2020

(unaudited)

The following table presents a summary of the ~~Company's~~Company’s offsetting of financial liabilities and derivative liabilities (in thousands, except amounts in footnotes):

							(iv) Gross Amounts Not Offset on the Consolidated Balance Sheets												(iv) Gross Amounts Not Offset on the Consolidated Balance Sheets
	(i) Gross Amounts of Recognized Liabilities		(ii) Gross Amounts Offset on the Consolidated Balance Sheets		(iii) = (i) - (ii) Net Amounts of Liabilities Included on the Consolidated Balance Sheets		Financial Instruments⁽¹⁾		Cash Collateral Pledged		(v) = (iii) - (iv) Net Amount		(i) Gross Amounts of Recognized Liabilities		(ii) Gross Amounts Offset on the Consolidated Balance Sheets		(iii) = (i) - (ii) Net Amounts of Liabilities Included on the Consolidated Balance Sheets		Financial Instruments⁽¹⁾		Cash Collateral Pledged		(v) = (iii) - (iv) Net Amount
At June 30, 2019:
At June 30, 2020:
Derivatives, at fair value⁽²⁾	$	4,470	$	—	$	4,470	$	—	$	4,470	$	—	$	77	$	—	$	77	$	—	$	77	$	—
Repurchase agreements and term facilities⁽³⁾		767,392		—		767,392		767,392		—		—
Warehouse financing facilities⁽³⁾														231,764		—		231,764		231,764		—		—
Total	$	771,862	$	—	$	771,862	$	767,392	$	4,470	$	—	$	231,841	$	—	$	231,841	$	231,764	$	77	$	—
At December 31, 2018:
At December 31, 2019:
Derivatives, at fair value ⁽²⁾	$	1,043	$	—	$	1,043	$	—	$	1,043	$	—	$	4,558	$	—	$	4,558	$	—	$	4,558	$	—
Repurchase agreements and term facilities ⁽³⁾		850,440		—		850,440		850,440		—		—
Repurchase agreements and warehouse financing facilities ⁽³⁾														919,805		—		919,805		915,041		4,764		—
Total	$	851,483	$	—	$	851,483	$	850,440	$	1,043	$	—	$	924,363	$	—	$	924,363	$	915,041	$	9,322	$	—

(1)	Amounts represent financial instruments pledged that are available to be offset against liability balances associated with term warehouse financing facilities, repurchase agreements and derivatives.

(2)	The Company posted excess cash collateral of ~~$3.4 million~~$240,000 and ~~$1.3~~$4.6 million related to interest rate swap contracts outstanding at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

(3)	The combined fair value of securities and loans pledged against the ~~Company's~~Company’s various repurchase agreements and term warehouse financing facilities was ~~$1.1 billion~~$348.1 million and $1.2 billion at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

All balances associated with repurchase agreements and derivatives are presented on a gross basis on the ~~Company's~~Company’s consolidated balance sheets.

Certain of the ~~Company's~~Company’s repurchase agreements and derivative transactions are governed by underlying agreements that generally provide for a right of offset in the event of default or in the event of a bankruptcy of either party to the transaction.

NOTE 19 - COMMITMENTS AND CONTINGENCIES

The Company may become involved in litigation on various matters due to the nature of the ~~Company's~~Company’s business activities. The resolution of these matters may result in adverse judgments, fines, penalties, injunctions and other relief against the Company as well as monetary payments or other agreements and obligations. In addition, the Company may enter into settlements on certain matters in order to avoid the additional costs of engaging in litigation. Except as discussed below, the Company is unaware of any contingencies arising from such litigation that would require accrual or disclosure in the consolidated financial statements at June 30, ~~2019.~~

~~Open Litigation Matters~~

Six separate shareholder derivative suits (the "New York State Actions") purporting to assert claims on behalf of the Company were filed in the Supreme Court of New York on the following dates: December 2015 (the "Reaves Action"), February 2017 (the "Caito Action"), March 2017 (the "Simpson Action"), March 2017 (the "Heckel Action"), May 2017 (the "Schwartz Action") and August 2017 (the "Greff Action"). Plaintiffs in the Schwartz Action and Greff Action made demands on the Company's Board before filing suit, but plaintiffs in the Reaves Action, Caito Action, Simpson Action and Heckel Action did not. All of the shareholder derivative suits are substantially similar and allege that certain of the Company's current and former officers and directors breached their fiduciary duties, wasted corporate assets and/or were unjustly enriched. Certain complaints assert additional claims against the Manager and Resource America for unjust enrichment based on allegations that the Manager received excessive management fees from the Company. In June 2017, the court stayed the Reaves Action, Caito Action, Simpson Action and Heckel Action in favor of the federal shareholder derivative litigation described below under "- Settled and Dismissed Litigation Matters." In June 2019 and July 2019, the Schwartz Action and Greff Action, respectively, were dismissed. The Company believes that the plaintiffs in each of the four remaining New York State Actions lack standing to assert claims derivatively on its behalf, and it intends to seek the dismissal of all of such remaining New York State Actions.

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

In August 2017, Robert Canoles filed a shareholder derivative suit in Maryland Circuit Court against certain of the Company's current and former officers and directors, as well as the Manager and Resource America (the "Canoles Action"). The complaint in the Canoles Action, as amended in October 2017, asserts a variety of claims, including claims for breach of fiduciary duty, unjust enrichment and corporate waste, which are based on allegations substantially similar to those at issue in the Federal Demand Futile Actions (defined below). The Canoles Action was stayed by the Maryland Circuit Court in favor of the federal shareholder litigation described below under "- Settled and Dismissed Litigation Matters." The Company believes that Canoles lacks standing to assert claims derivatively on its behalf. The Company intends to seek the dismissal of the Canoles Action.

In April 2018, the Company funded $2.0 million into escrow in connection with the proposed settlement of outstanding litigation, which was settled in August 2018. The Company did not have any general litigation reserve at June 30, 2019 and December 31, 2018.2020.

Primary Capital Mortgage, LLC ~~("PCM"~~(“PCM”) is subject to potential litigation related to claims for repurchases or indemnifications on loans that PCM has sold to third parties. At June 30, ~~2019~~2020 and December 31, ~~2018, no~~2019, 0 such litigation demand was outstanding. Reserves for such litigation demands are included in the reserve for mortgage repurchases and indemnifications that totaled $1.7 million at June 30, ~~2019~~2020 and December 31, ~~2018.~~2019. The reserves for mortgage repurchases and indemnifications are included in liabilities held for sale on the consolidated balance sheets.

Settled and Dismissed Litigation Matters

The Company did 0t have any pending litigation matters or general litigation reserve at June 30, 2020 or December 31, 2019.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

The Company previously disclosed ~~two~~2 consolidated shareholder derivative actions ~~pending~~filed in the United States District Court for the Southern District of New York (the ~~"Court"~~“Court”) ~~purporting~~that purported to assert claims on behalf of the Company similar to the claims in the New York State Actions (defined below) (collectively, the ~~"Federal Actions"~~“Federal Actions”): (a) by shareholders who declined to make a demand on the Board prior to filing suit (the ~~"Federal~~“Federal Demand Futile ~~Actions"~~Actions”) ~~comprising~~, which comprised a suit filed in January 2017 (the ~~"Greenberg Action"~~“Greenberg Action”), and another suit filed in January 2017 (the ~~"DeCaro Action"~~“DeCaro Action”) and (b) by shareholders who served demands on the Board to bring litigation and ~~allege~~alleged that their demands were wrongfully refused ~~("Federal~~(the “Federal Demand Refused ~~Actions"~~Actions”) ~~comprising~~, which comprised a suit by filed in February 2017 (the ~~"McKinney Action"~~“McKinney Action”), a suit filed in March 2017 (the ~~"Sherek/~~“Sherek/Speigel ~~Action"~~Action”) and a suit filed in April 2017 (the ~~"Sebenoler Action"~~“Sebenoler Action”). In January 2019, the parties to the Federal Actions executed a stipulation and agreement of settlement (the ~~"Federal~~“Federal Actions Settlement ~~Agreement"~~Agreement”), which received final approval from the Court on May 17, 2019. Under the Federal Actions Settlement Agreement, the Company agreed to implement certain corporate governance changes and paid $550,000 in ~~plaintiffs' attorneys'~~plaintiffs’ attorneys’ fees, funded by the ~~Company's~~Company’s insurers. In exchange for the settlement consideration, the defendants were released from liability for certain claims, including all claims asserted in the Federal Actions. Among other terms and conditions, the Federal Actions Settlement Agreement ~~provides~~provided that the defendants deny any and all allegations of wrongdoing and ~~maintain~~maintained that they have acted lawfully and in accordance with their fiduciary duties at all times.

The Company previously disclosed 6 separate, additional shareholder derivative suits filed in the Supreme Court of New York purporting to assert claims on behalf of the Company (the “New York State Actions”) that were filed on the following dates: December 2015 (the “Reaves Action”); February 2017 (the “Caito Action”); March 2017 (the “Simpson Action”); March 2017 (the “Heckel Action”); May 2017 (the “Schwartz Action”); and August 2017 (the “Greff Action”). Plaintiffs in the Schwartz Action and Greff Action made demands on the Company’s Board before filing suit, but plaintiffs in the Reaves Action, Caito Action, Simpson Action and Heckel Action did not. All of the shareholder derivative suits were substantially similar and alleged that certain of the Company’s current and former officers and directors breached their fiduciary duties, wasted corporate assets and/or were unjustly enriched. Certain complaints asserted additional claims against the Manager and Resource America for unjust enrichment based on allegations that the Manager received excessive management fees from the Company. In June 2019 and July 2019, the Schwartz Action and Greff Action, respectively, were dismissed. In October 2019, the 4 remaining New York State Actions were dismissed.

The Company previously disclosed another shareholder derivative action filed in the United States District Court for the District of Maryland against certain of the ~~Company's~~Company’s former officers and directors and the Manager (the ~~"Hafkey Action"~~“Hafkey Action”). The complaint asserted a breach of fiduciary duty claim that was substantially similar to the claims at issue in the Federal Actions. In May 2019, ~~Mr.~~the plaintiff in the Hafkey Action voluntarily dismissed his suit in light of the settlement and dismissal of the Federal Actions.

The Company previously disclosed ~~a securities litigation suit~~another shareholder derivative action filed in the Maryland Circuit Court against certain of the ~~Company's~~Company’s current and former officers and directors, ~~titled~~ ~~Levin v.~~as well as the Manager and Resource ~~Capital Corp.~~America (the ~~"Levin Action"~~“Canoles Action”). ~~On February 5, 2018,~~The complaint (as amended) in the Canoles Action asserted a variety of claims, including claims for breach of fiduciary duty, unjust enrichment and corporate waste, which were based on allegations substantially similar to those at issue in the Federal Demand Futile Actions. In July 2019, the plaintiff in the Canoles Action voluntarily dismissed his suit in light of the settlement and dismissal of the Federal Actions.

Impact of COVID-19

As discussed in Note 2, the impact of the COVID-19 pandemic in the United States and globally has, and will continue to, adversely impact the Company, ~~entered into~~its borrowers and their tenants, the properties securing its investments and the economy as a ~~stipulation~~whole. The magnitude and agreement of settlement (the "Levin Action Settlement Agreement"), which received final approval from the Court on August 3, 2018. The Levin Action Settlement Agreement settled all claims asserted in the action on behalfduration of the ~~certified class (the "Settlement"),~~COVID-19 pandemic could be significant and will depend on future developments, which ~~consisted, with specified exceptions, of all persons who purchased~~are uncertain and cannot be predicted, including new information that may emerge about the ~~Company's common stock, Series B Preferred Stock or Series C Preferred Stock between October 31, 2012 and August 5, 2015. Under the terms~~severity of the ~~Levin Action Settlement Agreement, a payment~~pandemic, the extension of ~~$9.5 million was made to settle~~quarantines and restrictions on travel, the ~~litigation. The settlement payment was funded principally by insurance coverage. In exchange for the settlement consideration, the Company~~discovery of successful treatments and the ~~individual defendants~~ensuing reactions by consumers, companies, governmental entities and global markets. The Company had 0 contingent liabilities at June 30, 2020 recorded in connection with the ~~Levin Action (and certain related parties) have been released from all claims that have been or could have been asserted in~~COVID-19 pandemic, however the ~~case by class members (and certain related parties), excluding one holder of less than 500 shares who opted out~~prolonged duration and impact of the ~~Settlement. The terms~~COVID-19 pandemic has had, and may continue to have, a long-term and material impact on its results of ~~the Settlement~~operations, financial condition and release of claims are described in greater detail in the Levin Action Settlement Agreement filed with the Court and the Final Judgment and Order of Dismissal with Prejudice entered by the Court on August 3, 2018. The Levin Action Settlement Agreement contains no admission of misconduct by the Company or any of the individual defendants and expressly acknowledges that the Company and the individual defendants deny all allegations of wrongdoing and maintain that it and they have at all times acted in good faith and in compliance with the law.cash flows.

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

PCM was the subject of a lawsuit brought by a purchaser of residential mortgage loans alleging breaches of representations and warranties made on loans sold to the purchaser. The asserted repurchase claims related to loans sold to the purchaser that were subsequently sold by the purchaser to either the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation and loans sold to the purchaser that were subsequently securitized and sold as residential mortgage-backed securities ("RMBS") by the purchaser to RMBS investors. This matter was settled and dismissed in January 2018.

Other Contingencies

As part of the May 2017 sale of its equity interest in Pearlmark Mezzanine Realty Partners IV, L.P., the Company entered into an indemnification agreement pursuant to which the Company agreed to indemnify the purchaser against realized losses of up to $4.3 million on ~~one~~1 mezzanine loan until its final maturity date in 2020. As a result of the indemnified party’s partial sale of the mezzanine loan, the maximum exposure was reduced to $536,000 in 2019. At June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company had a contingent liability, reported in accounts payable and other liabilities on its consolidated balance sheets, of ~~$703,000~~$56,000 outstanding as a reserve for probable indemnification losses. The Company did ~~not~~0t record any additional reserve for probable losses during the three and six months ended June 30, ~~2019~~2020 and ~~2018.~~2019.

(Back to Index)

EXANTAS CAPITAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

JUNE 30, 2020

(unaudited)

PCM is subject to additional claims for repurchases or indemnifications on loans that PCM has sold to investors. At both June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, outstanding demands for indemnification, repurchase or make whole payments totaled $3.3 million. The ~~Company's~~Company’s estimated exposure for such outstanding claims, as well as unasserted claims, is included in its reserve for mortgage repurchases and indemnifications.

Unfunded Commitments

Unfunded commitments on the ~~Company's~~Company’s originated CRE loans generally fall into two categories: (1) pre-approved capital improvement projects; and (2) new or additional construction costs subject, in each case, to the borrower meeting specified criteria. Upon completion of the improvements or construction, the Company would receive additional interest income on the advanced amount. Whole loans had ~~$119.7~~$101.0 million and ~~$108.1~~$98.0 million in unfunded loan commitments at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Preferred equity investments had ~~$3.2~~$2.8 million and $3.0 million in unfunded investment commitments at June 30, ~~2019. There were no preferred equity investment unfunded commitments at December 31, 2018.~~

~~NOTE 20 - DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE~~

In November 2016, the Company's Board approved the Plan to focus its strategy on CRE debt investments. The Plan contemplated disposing of certain legacy CRE loans and exiting underperforming non-core asset classes and businesses, including the residential mortgage and middle market lending segments as well as the Company's life settlement contract portfolio. The Company's residential mortgage and middle market lending segments' operations were classified as discontinued operations and excluded from continuing operations for all periods presented. Certain of the Company's legacy CRE loans were classified as held for sale. As of June 30, 2019, the Company has substantially completed the execution of the Plan.

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

The following table summarizes the operating results of the residential mortgage and middle market lending segments' discontinued operations as reported separately as net loss from discontinued operations, net of tax for the three and six months ended June 30, 2019 and 2018 (in thousands):

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

REVENUES

Interest income:

Loans

$
—

$
10

$
—

$
580

Other

—

9

—

13

Total interest income

—

19

—

593

Interest expense

—

—

—

—

Net interest income

—

19

—

593

Other revenue

—

(53
)

—

32

Total revenues

—

(34
)

—

625

OPERATING EXPENSES

General and administrative

112

443

284

1,103

Total operating expenses

112

443

284

1,103

(112
)

(477
)

(284
)

(478
)
OTHER INCOME (EXPENSE)

Net realized and unrealized gain on investment securities available-for-sale and loans and derivatives

—

27

135

275

Total other income

—

27

135

275

LOSS FROM DISCONTINUED OPERATIONS BEFORE TAXES

(112
)

(450
)

(149
)

(203
)
Income tax expense

—

—

—

—

TOTAL LOSS FROM DISCONTINUED OPERATIONS

$
(112
)

$
(450
)

$
(149
)

$
(203
)

The assets and liabilities of business segments classified as discontinued operations and other assets and liabilities classified as held for sale are reported separately in the accompanying consolidated financial statements and are summarized as follows at June 30, 20192020 and December 31, ~~2018 (in thousands):~~2019, respectively.

June 30, 2019

December 31, 2018

ASSETS

Loans held for sale

$
16,082

$
17,000

Other assets

366

645

Total

$
16,448

$
17,645

LIABILITIES

Accounts payable and other liabilities

$
1,770

$
1,820

Total

$
1,770

$
1,820

~~(Back to Index)~~

~~EXANTAS CAPITAL CORP. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~JUNE 30, 2019~~

~~(unaudited)~~

The following table summarizes the non-performing legacy CRE loans transferred to held for sale in the fourth quarter of 2016. The loans held for sale are carried at the lower of cost or fair value (in thousands, except number of loans and amount in the footnote):

Loan Description

Number of Loans

Amortized Cost

Carrying Value

At June 30, 2019:

Legacy CRE loan

1

$
22,150

$
16,082

Mezzanine loan⁽¹⁾

1

—

—

Total

2

$
22,150

$
16,082

At December 31, 2018:

Legacy CRE loan

1

$
21,666

$
17,000

Mezzanine loan ⁽¹⁾

1

—

—

Total

2

$
21,666

$
17,000

~~(1)~~

The mezzanine loan has a par value of $38.1 million and was acquired at a fair value of zero as a result of the liquidations of Resource Real Estate Funding CDO 2006-1, Ltd. in April 2016 and Resource Real Estate Funding CDO 2007-1, Ltd. in November 2016. The mezzanine loan is comprised of two tranches, maturing in November 2018 and September 2021.

NOTE 2120 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this report and determined that, except for the subsequent events related to the ACRES acquisition as disclosed in Note 1, Note 9, Note 10, Note 11 and Note 15, there have not been any events ~~excluding the liquidation of RCC 2017-CRE5 securitization (see Note 9),~~ that have occurred that would require adjustments to or disclosures in the consolidated financial statements.

(Back to Index)

ITEM 2.

~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Overview~~

The following discussion should be read in conjunction with our consolidated financial statements and accompanying notes appearing elsewhere in this report. This discussion contains forward-looking statements. Actual results could differ materially from those expressed in or implied by those forward-looking statements. Additionally, please see the sections ~~"Forward-Looking Statements"~~“Forward-Looking Statements” and ~~"Risk Factors"~~“Risk Factors” for a discussion of risks, uncertainties and assumptions associated with those statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019 as well as Part II, Item 1A. “Risk Factors” in this Form 10-Q.

Overview

We are a Maryland corporation and aan externally managed real estate investment trust ~~("REIT"~~(“REIT”) that is primarily focused on originating, holding and managing commercial real estate (“CRE”) mortgage loans and other commercial real estate-related debt investments. ~~We are externally managed by~~On July 31, 2020, our management contract was acquired from Exantas Capital Manager Inc. ~~(our "Manager")~~, ~~which is an indirect wholly-owned~~a subsidiary of C-III Capital Partners LLC, ~~("C-III"~~by ACRES Capital, LLC (the “Manager”), a subsidiary of ACRES Capital Corp. (collectively, “ACRES”), a leading balance sheet lender that provides debt capital solutions to the commercial real estate ~~("CRE"~~industry in top 25 metropolitan statistical areas (the “ACRES acquisition”) ~~investment management~~ and ~~services company engaged in a broad range of activities. C-III is the beneficial owner of 2.4% of our outstanding shares of common stock at June 30, 2019.~~amended and restated. Our Manager draws upon the management ~~teams~~team of ~~C-III and its subsidiaries~~ACRES’ and its collective investment experience to provide its services. Our objective is to provide our stockholders with total returns over time, including quarterly distributions and capital appreciation, while seeking to manage the risks associated with our investment ~~strategies.~~strategies as well as to maximize long-term stockholder value by maintaining stability through our available liquidity and diversified CRE loan portfolio.

In connection with the ACRES acquisition:

•

We entered into a Fourth Amended and Restated Management Agreement (the “Management Agreement”) which was amended and restated to (i) extend its term to July 21, 2023, (ii) allow for board designation rights that give ACRES the right to designate not less than two nominees for election to our Board of Directors (“Board”), (iii) provide for a termination fee to be payable to ACRES upon ACRES’ termination of the Management Agreement due to our default in the performance of any material term, condition or covenant in the Management Agreement, (iv) provide for a minimum monthly base management fee through July 31, 2022 and (v) revise the computation of the incentive management fee with respect to each fiscal quarter commencing with the quarter ended December 31, 2022.

•

We entered into separate agreements with Massachusetts Mutual Life Insurance Company (“MassMutual”) and a fund managed by Oaktree Capital Management, L.P. (“Oaktree”) for new capital commitments aggregating up to $375 million. The asset-based revolving loan facility of up to $250.0 million can be used to finance our core CRE lending business and is not subject to mark-to-market provisions. The senior Note and Warrant Purchase Agreement (the “Note and Warrant Purchase Agreement”) of up to $125.0 million can be used for general corporate purposes. See further discussion of these commitments in “Liquidity and Capital Resources.”

•

We entered into a $12.0 million loan promissory note (the “Promissory Note”) as lender with ACRES Capital Corp.

An important aspect of the ACRES acquisition was to deliver operational liquidity in order to mitigate additional potential margin call risk, allowing us to focus on asset management within the portfolio and to begin underwriting again. Additionally, our Manager expects to leverage the complementary nature of our lending platforms, its experience and its network of relationships to generate a new business loan pipeline to improve and grow book value and earnings.

In December 2019, a novel strain of coronavirus (“COVID-19”) was identified. The resulting spread of COVID-19 throughout the globe led the World Health Organization to designate COVID-19 as a pandemic and numerous countries, including the United States, to declare national emergencies. Many countries have responded to the outbreak by instituting quarantines and restrictions on travel and limiting operations of non-essential offices and retail centers, which has resulted in the closure or remote operation of non-essential businesses and increased rates of unemployment. While certain countries around the world have eased restrictions and financial markets have stabilized to some degree, the pandemic continues to cause uncertainty surrounding its ultimate impact on the global economy, generally, and the CRE business in particular. We continue to actively and responsibly manage corporate liquidity and operations in light of the market disruptions caused by COVID-19. Additionally, nationwide restrictions placed on most businesses in response to COVID-19 are expected to cause significant cash flow disruptions across the economy that will likely impact our borrowers and their ability to stay current with their debt obligations in the near term. We have ~~financed~~used and continue to expect to use a ~~substantial portion~~variety of legal and structural options to manage that risk effectively, including through forbearance and extension provisions or agreements. It is inherently difficult to accurately assess the impact of COVID-19 on our ~~portfolio investments through borrowing strategies seeking~~revenues, profitability and financial position due to ~~match the maturities and repricing dates of our financings with the maturities and repricing dates of our investments, and we have sought to mitigate interest rate risk through derivative instruments.~~

~~We are organized and have elected to be taxed as a REIT for U.S. federal income tax purposes under Subchapter M~~uncertainty of the ~~Internal Revenue Code~~severity and duration of ~~1986, as amended.~~the pandemic. In response, in the near-term, we are focused on prudently retaining and managing sufficient liquidity. We, ~~also intend~~therefore, have not paid distributions on our common and preferred shares in 2020. We continuously monitor the effects of COVID-19 on our operations and financial position to ~~operate our business in a manner~~ensure that ~~will permit us~~we remain responsive and adaptable to ~~remain excluded from registration as an investment company under~~ the ~~Investment Company Act of 1940.~~

~~Our investment strategy targets the following CRE credit investments, including:~~

~~First priority interests in first mortgage loans, which we refer to as A-notes. An A-note is typically a privately negotiated loan~~dynamic environment that ~~is secured by a first mortgage on a commercial property or group of related properties that is senior to a B-Note secured~~has been created by the ~~same first mortgage property or group.~~

Subordinated interests in first mortgage loans, which we refer to as B-notes. A B-note is typically a privately negotiated loan that is secured by a first mortgage on a commercial property or group of related properties and is subordinated to an A-note secured by the same first mortgage property or group. B-notes are subject to more credit riskpandemic. For additional discussion with respect to the ~~underlying mortgage collateral than the corresponding A-note.~~potential impact of COVID-19 on our liquidity and capital resources, see “Liquidity and Capital Resources.”

~~Mezzanine debt that is senior~~(Back to ~~borrower's equity but is subordinated~~Index)

(Back to ~~other third-party debt. Like B-notes, these loans are also subordinated CRE loans, but are usually secured by~~Index)

Historically, we maintained a ~~pledge~~portfolio of ~~the borrower's equity ownership in the entity that owns the property or by a second lien mortgage on the property.~~

~~Commercial~~commercial mortgage-backed securities ~~("CMBS"~~(“CMBS”) ~~that are collateralized by commercial mortgage loans,~~, including senior and subordinated investment grade CMBS, below investment grade CMBS and unrated ~~CMBS.~~

~~CRE investments: We may invest in other income producing~~CMBS, that we primarily financed using short-term repurchase agreements. However, the COVID-19 pandemic produced material and previously unforeseeable liquidity shocks to the real estate credit markets that led to the receipt of substantial margin calls, and subsequently some default notices, from our CMBS repurchase agreement counterparties. In April 2020, we completed the sale of our portfolio of CMBS and settlements were reached on all of our remaining CMBS-related obligations, which were paid in full in April 2020. The repayment of all of our CMBS repurchase agreements in April 2020 signifies that we have no further exposure to financings related to CMBS.

At June 30, 2020, we retained two unencumbered CMBS that are impaired with a collective fair value of $2.2 million for which we recognized unrealized losses of $917,000 and $6.0 million in our consolidated statements of operations for the three and six months ended June 30, 2020.

Our CRE loan portfolio, which had a $1.7 billion and $1.8 billion carrying value at June 30, 2020 and December 31, 2019, comprised:

•

First mortgage loans, which we refer to as whole loans. These loans are typically secured by first liens on CRE property, including the following property types: office, multifamily, self-storage, retail, hotel, healthcare, student housing, manufactured housing, industrial and mixed-use. At June 30, 2020 and December 31, 2019, our whole loans had a carrying value of $1.7 billion and $1.8 billion, respectively, or 98.6% and 98.3%, respectively of the CRE loan portfolio.

•

Mezzanine debt that is senior to borrower’s equity but is subordinated to other third-party debt. These loans are subordinated CRE loans, usually secured by a pledge of the borrower’s equity ownership in the entity that owns the property or by a second lien mortgage on the property. At June 30, 2020 and December 31, 2019, our mezzanine loans had a carrying value of $4.1 million and $4.7 million, respectively, or 0.2% and 0.3%, respectively of the CRE loan portfolio.

•

Preferred equity investments that are subordinate to first mortgage loans and mezzanine debt. These investments may be subject to more credit risk than subordinated debt but provide the potential for higher returns upon a liquidation of the underlying property and are typically structured to provide some credit enhancement differentiating it from the common equity in such investments. At June 30, 2020 and December 31, 2019, our preferred equity investments had a carrying value of $21.2 million and $26.1 million, respectively, or 1.2% and 1.4%, respectively of the CRE loan portfolio.

Our portfolio comprised loans with a diverse array of collateral types and locations. At June 30, 2020 and December 31, 2019, 83.1% and 81.6%, respectively, of our CRE loans were collateralized by multifamily, office, self-storage, manufactured housing and industrial properties, with the remaining 16.9% and 18.4%, respectively, collateralized by hotel and retail properties. These properties are located throughout the United States, with no individual National Council of Real Estate Investment Fiduciaries (“NCREIF”) region making up more than 20% of the total CRE loan portfolio at June 30, 2020 nor December 31, 2019.

In June 2020 we sold one CRE whole loan note for $17.4 million that resulted in realized losses of $1.0 million during the three and six months ended June 30, 2020.

During the three months ended June 30, 2020, we executed eight forbearance agreements, with a weighted average forbearance period of 10 months, and five loan modifications, which extended terms by a weighted average of one year and reduced spreads by a weighted average of 1% in exchange for $329,000 of extension fees, in an effort to manage credit risk that was created in connection with the effects of the COVID-19 pandemic. As of June 30, 2020, one loan with an executed forbearance agreement was paid current with respect to debt ~~and equity investments.~~service due.

We generate our income primarily from the spread between the revenues we receive from our assets and the cost to finance our ownership of those assets, including corporate debt and from hedging interest rate risks. While the CRE whole loans included in the CRE loan portfolio are entirely composed of floating-rate loans benchmarked to the London Interbank Offered Rate (“LIBOR”), asset yields are protected through the use of LIBOR floors.

~~(Back~~Our CRE floating-rate loans have LIBOR floors and minimum interest periods that typically range from 12 to ~~Index)~~18 months at the time of a loan’s origination. In a lower interest rate environment, our LIBOR floors provide asset yield protection when LIBOR falls below an in-place LIBOR floor. In addition, our net investment returns are enhanced by a decline in the cost of our floating-rate liabilities that do not have LIBOR floors. At June 30, 2020, our $1.7 billion floating-rate CRE loan portfolio, at par, has a weighted average LIBOR floor of 1.92% and weighted average spread over LIBOR of 3.41%.

~~(Back to Index)~~Our CRE mezzanine loan and preferred equity investments earn interest at fixed rates.

We use leverage to enhance our ~~returns, and we have financed each of our different asset classes with different degrees of leverage.~~returns. The cost of borrowings to finance our investments is a significant part of our expenses. Our net interest income depends on our ability to control these expenses relative to our revenue. Our CRE loans may initially be financed with term facilities, such as CRE loan warehouse financing facilities, in anticipation of their ultimate securitization. We ~~historically have financed~~ultimately seek to finance our CRE loans through the use of non-recourse long-term, match-funded CRE debt securitizations.

(Back to Index)

At June 30, 2020 and December 31, 2019, we had outstanding balances of $231.8 million and $544.9 million, respectively, on our CRE loan ~~portfolio with repurchase agreements as~~warehouse financing facilities, representing 15.1% and 29.1% of total outstanding borrowings. In April 2020, we reduced our CRE loan warehouse financing facilities’ leverage and in exchange received written confirmation from lenders representing over 90% of the outstanding balance of our CRE loan warehouse financing facilities that provides a ~~short-term financing source~~framework for avoiding credit-based markdowns ending between August 31, 2020 and ~~securitizations and, to a lesser extent, other term financing as long-term financing sources. We expect to continue to use these financing sources into the near term future.~~ September 4, 2020.

At June 30, 2020 and December 31, 2019, ~~our match-funded, floating-rate~~we had outstanding balances of $1.1 billion and $746.4 million, respectively, on CRE debt securitizations, or 72.7% and ~~CMBS investments, at carrying value, comprised 94%~~39.9%, respectively, of ~~the core investment portfolio totaling $2.4 billion. Additionally, in April 2019,~~total outstanding borrowings. In March 2020, we closed a CRE debt securitization that financed ~~$687.2~~CRE loans of $522.6 million at a weighted average cost of LIBOR plus 1.43%.

In January 2020, we adopted updated accounting guidance that replaced the incurred loss approach with the current expected credit losses (“CECL”) model for the determination of our allowance for loan losses and impairments on our investment securities available-for-sale. Upon adoption on January 1, 2020, we recorded an initial CECL allowance of approximately $4.5 million, of ~~CRE loans~~which $3.0 million, or $0.10 per share, was recorded as a charge to retained earnings. The estimated CECL reserve represented 0.25% of the aggregate outstanding principal balance of our $1.8 billion commercial loan portfolio at December 31, 2019. We reevaluated our CECL reserve in the first quarter of 2020 and ~~sold $575.8~~in the second quarter of 2020, incorporating, among other inputs, updated assumptions in connection with the COVID-19 pandemic, which resulted in a $16.1 million and a $40.5 million charge, respectively, to our consolidated statement of ~~non-recourse, floating-rate notes to third-party investors.~~operations for expected credit losses and a total allowance for credit losses of $61.1 million at June 30, 2020.

We ~~use~~historically used derivative financial instruments to hedge a portion of the interest rate risk associated with our borrowings. We generally seek to minimize interest rate risk with a strategy that is expected to result in the least amount of volatility under accounting principles generally accepted ~~accounting principles~~in the United States of America (“GAAP”) while still meeting our strategic economic objectives and maintaining adequate liquidity and flexibility. These hedging transactions may include interest rate swaps, collars, caps or floors, puts, calls and options.

~~Our CRE floating rate loans have London Interbank Offered Rate ("LIBOR") floors.~~ In ~~a lower~~April 2020 we terminated all interest rate ~~environment, LIBOR floors do provide some asset yield protection and investment returns would also be enhanced by a decline~~hedges in conjunction with the ~~corresponding costs~~disposition of our ~~floating~~financed CMBS portfolio. At termination, we recognized a realized loss in equity of $11.8 million that will be amortized into interest expense over the remaining life of the debt. During the three and six months ended June 30, 2020, we recognized amortization expense on these terminated contracts of $367,000.

In February 2020, we announced the expansion of our CRE debt platform to include fixed-rate CRE whole loans. In March 2020, we originated two fixed-rate CRE whole loans with total par of $4.8 million through a wholly-owned taxable REIT subsidiary. We use interest rate ~~liabilities. Since~~swaps to exchange the ~~start~~fixed-rate interest income received on these loans to variable rate interest in order to offset any declines in fair value attributable to the fixed rates of ~~2018,~~interest. Our fixed-rate CRE whole loans were classified as other assets on our consolidated balance sheet at June 30, 2020.

We have typically targeted originating transitional floating-rate CRE loans with average balances between $5.0 million and $20.0 million but have temporarily curtailed our loan originations due to market uncertainties caused by the COVID-19 pandemic, making it difficult to accurately underwrite projects and project levered returns. Prior to the COVID-19 outbreak, we ~~have~~ originated ~~or acquired~~14 floating-rate CRE whole loans with total commitments of ~~$1.5 billion with a weighted average LIBOR floor of 2.04%.~~

~~In November 2016, our board of directors (our "Board") approved~~$204.1 million for the strategic plan (the "Plan") to focus our strategy on CRE debt investments. The Plan contemplated disposing of certain loans underwritten prior to 2010 ("legacy CRE loans"), exiting non-core asset classes and businesses and maintaining a dividend policy based on sustainable earnings.

Our residential mortgage and middle market lending segments were classified as discontinued operations and certain legacy CRE loans were classified as held for sale, subject to impairments to adjust the carrying value of these investments to their estimated fair market value. We have substantially completed the execution of the Plan. As of June 30, 2019, we had approximately $27.6 million, composed of two legacy CRE loans, remaining of the $480.1 million of identified Plan assets. We have deployed the capital received from executing the Plan primarily into our CRE lending business and CMBS investments, bringing our equity allocation in core assets and non-core assets to 95% and 5%, respectively, at both June 30, 2019 and December 31, 2018. These investments were initially financed in part through our CRE and CMBS term facilities and, in the case of CRE loans, through securitizations.

~~We typically target transitional floating-rate CRE loans between $20.0 million and $30.0 million. During the three~~six months ended June 30, 2019, we acquired 28 CRE loans with total commitments of $210.8 million from C-III Commercial Mortgage LLC, an affiliate of our Manager, and originated 17 CRE loans with total commitments of $252.1 million. During the three months ended June 30, 2019, we acquired CMBS with total face values of $13.2 million. At June 30, 2019, our $445.7 million CMBS portfolio, at fair value, comprised $321.8 million of floating-rate bonds and $123.8 million of fixed-rate bonds. We expect to continue to diversify and extend the duration of our core CRE portfolio by investing in CMBS where we see attractive investment opportunities.

~~We expect to see continued positive momentum in 2019 and anticipate that our originations and investments for the year ended December 31, 2019 will be between $850.0 million and $1.0 billion.~~2020.

Common stock book value was ~~$14.06~~$6.01 per share at June 30, ~~2019,~~2020, a ~~$0.04~~$7.99 per share ~~increase~~decrease from December 31, ~~2018. We began reporting economic book value, a non-GAAP measure, at December 31, 2018~~2019.

Impact of COVID-19

As discussed in ~~an effort~~the “Overview” above, the impact of the COVID-19 pandemic in the United States and globally has, and will continue to, ~~improve transparency for~~adversely impact us, our ~~shareholders~~borrowers and their tenants, the properties securing our investments and the ~~analyst community. Two adjustments~~economy as a whole. The COVID-19 pandemic could have a continued and prolonged adverse impact on economic and market conditions and the fluidity of this situation precludes any prediction as to the ultimate adverse impact of the pandemic on economic and market conditions. The full extent and impact of the COVID-19 pandemic on companies is evolving rapidly and will depend on future developments, which are ~~made~~uncertain and cannot be predicted, including the duration and spread of the outbreak, the extension of quarantines and restrictions on travel, the discovery of successful treatments and the ensuing reactions by consumers, companies, governmental entities and global markets. The impact of the pandemic has had, and we expect will continue to have, a long-term and material impact on our results of operations, financial condition and our liquidity and capital resources in the second quarter of 2020 and in future quarters. Further discussion of the potential impacts on our business from the COVID-19 pandemic is provided below in the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Results of Operations

Our net loss allocable to common ~~stock book value to arrive at economic book value.~~

~~Our common stock book value includes~~shares for the ~~remaining aggregate value of the equity conversion options on our convertible senior notes of $9.6~~three and six months ended June 30, 2020 was $36.0 million, or ~~($0.30)~~$(1.14) per ~~share, at June 30, 2019. The liability balance of our convertible senior notes increases~~share-basic ($(1.14) per share-diluted) and ~~our common stock book value is reduced~~$235.1 million, or $(7.42) per share-basic ($(7.42) per share-diluted), respectively, as ~~the option discounts are amortized~~compared to ~~interest expense.~~

The carrying amount of our 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock") of $116.0 million does not reflect the full obligation of $120.0 million, which is the balance on which we pay preferred distributions and would be the amount due should we choose to redeem the Series C Preferred Stock. Adjusting for this $4.0 million difference, common stock book value would be reduced by $0.13 per share at June 30, 2019.

~~Adjusting for these two items yields economic book value of $13.63 per share at June 30, 2019.~~

~~(Back to Index)~~

~~Results of Operations~~

~~Our~~ net income allocable to common shares for the three and six months ended June 30, 2019 ~~was~~of $6.3 million, or $0.20 per share-basic ($0.20 per share-diluted) and $11.8 million, or $0.38 per share-basic ($0.38 per share-diluted), ~~respectively, as compared~~respectively.

(Back to ~~net income allocable~~Index)

(Back to common shares for the three months ended June 30, 2018 of $6.2 million, or $0.20 per share-basic ($0.20 per share-diluted) and a net loss allocable to common shares for the six months ended June 30, 2018 of $6.4 million, or $(0.21) per share-basic ($(0.21) per share-diluted).Index)

Net Interest Income

The following tables analyze the change in interest income and interest expense for the comparative three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 by changes in volume and changes in rates. The changes attributable to the combined changes in volume and rate have been allocated proportionately, based on absolute values, to the changes due to volume and changes due to rates (dollars in thousands, except amounts in footnotes):

	Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018												Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019
							Due to Changes in												Due to Changes in
	Net Change			Percent Change⁽¹⁾			Volume			Rate			Net Change			Percent Change⁽¹⁾			Volume			Rate
Increase (decrease) in interest income:
CRE whole loans ⁽²⁾	$	4,916			20	%	$	5,593		$	(677	)
CRE whole loans, floating-rate ⁽²⁾													$	(3,535	)		(12	)%	$	886		$	(4,421	)
Legacy CRE loans ⁽²⁾⁽³⁾		(156	)		(46	)%		(214	)		58			(26	)		(14	)%		(13	)		(13	)
CRE mezzanine loan		88			293	%		88			—			—			—	%		—			—
CRE preferred equity investments ⁽²⁾		105			19	%		106			(1	)		132			20	%		137			(5	)
Securities⁽⁴⁾		2,386			57	%		2,067			319			(6,319	)		(96	)%		(6,045	)		(274	)
Other		139			695	%		139			—			(147	)		(92	)%		(147	)		—
Total increase in interest income		7,478			25	%		7,779			(301	)
Total decrease in interest income														(9,895	)		(27	)%		(5,182	)		(4,713	)
Increase (decrease) in interest expense:
Securitized borrowings: ⁽⁵⁾
RCC 2015-CRE3 Senior Notes		(272	)		(100	)%		(272	)		—
RCC 2015-CRE4 Senior Notes		(687	)		(100	)%		(687	)		—
RCC 2017-CRE5 Senior Notes		(1,223	)		(60	)%		(1,535	)		312			(818	)		(100	)%		(818	)		—
XAN 2018-RSO6 Senior Notes		3,859			2,442	%		3,845			14			(3,059	)		(76	)%		(2,035	)		(1,024	)
XAN 2019-RSO7 Senior Notes		4,849			100	%		4,849			—			(1,683	)		(35	)%		702			(2,385	)
XAN 2020-RSO8 Senior Notes														2,507			100	%		2,507			—
Unsecured junior subordinated debentures		49			6	%		—			49			(180	)		(21	)%		—			(180	)
Convertible senior notes: ⁽⁵⁾
4.50% Convertible Senior Notes		60			3	%		60			—			65			3	%		65			—
6.00% Convertible Senior Notes		(1,309	)		(100	)%		(1,309	)		—
8.00% Convertible Senior Notes		—			—	%		—			—			(481	)		(100	)%		(481	)		—
CRE - term repurchase facilities ⁽⁵⁾		(758	)		(14	)%		(1,241	)		483
CMBS - term repurchase facilities		12			10	%		8			4
CRE - term warehouse financing facilities ⁽⁵⁾														(2,271	)		(50	)%		(1,046	)		(1,225	)
Trust certificates - term repurchase facilities ⁽⁵⁾		(514	)		(40	)%		(509	)		(5	)		(764	)		(100	)%		(764	)		—
CMBS - short term repurchase agreements		1,393			111	%		1,281			112			(2,790	)		(100	)%		(2,675	)		(115	)
Hedging		(37	)		(123	)%		(37	)		—			440			(6,286	)%		440			—
Total increase in interest expense		5,422			34	%		4,453			969
Total decrease in interest expense														(9,034	)		(42	)%		(4,105	)		(4,929	)
Net increase (decrease) in net interest income	$	2,056					$	3,326		$	(1,270	)	$	(861	)				$	(1,077	)	$	216

(1)	Percent change is calculated as the net change divided by the respective interest income or interest expense for the three months ended June 30, ~~2018.~~2019.

(2)

Includes ~~increases~~decreases in fee income of approximately ~~$18,000~~$87,000, $13,000 and ~~$75,000~~$48,000 recognized on our floating-rate CRE whole loans, legacy CRE loans and our CRE preferred equity investments, ~~and a decrease in fee income of approximately $332,000 recognized on our CRE whole loans~~respectively, that were due to changes in ~~volume in connection with originations, extensions and payoffs of the CRE loans.~~volume.

(3)

Includes the change in interest income recognized on ~~two~~one legacy CRE ~~loans reclassified to~~loan with an amortized cost of $11.5 million at June 30, 2020 and December 31, 2019 classified as a CRE ~~whole loans in 2018. One of~~loan on the ~~reclassified legacy CRE loans paid off at par in December 2018.~~consolidated balance sheets.

(4)	Includes a decrease of net accretion income of approximately ~~$24,000~~$682,000 that was due to changes in volume.

(5)

Includes ~~increases of net amortization expense~~decreases of approximately ~~$893,000~~$226,000, $15,000 and ~~$53,000 on~~$40,000 our securitized borrowings, ~~and CRE-term repurchase~~CRE - term warehouse financing facilities ~~respectively, and decreases of approximately $192,000 and $37,000 on our convertible senior notes~~ and trust certificates - term repurchase facilities, respectively, and an increase of net amortization expense of approximately $8,000 on our convertible senior notes that were due to changes in ~~volume in connection with deferred debt issuance costs and discounts capitalized to the respective borrowings.~~volume.

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		Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018												Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019
								Due to Changes in												Due to Changes in
		Net Change			Percent Change⁽¹⁾			Volume			Rate			Net Change			Percent Change⁽¹⁾			Volume			Rate
Increase (decrease) in interest income:
CRE whole loans ⁽²⁾		$	9,293			20	%	$	9,452		$	(159	)	$	(3,978	)		(7	)%	$	4,389		$	(8,367	)
Legacy CRE loans ⁽²⁾⁽³⁾			(243	)		(37	)%		(371	)		128			(101	)		(24	)%		(75	)		(26	)
CRE mezzanine loan			206			687	%		206			—			1			0	%		1			—
CRE preferred equity investments ⁽²⁾			657			113	%		658			(1	)		347			28	%		357			(10	)
Securities ⁽⁴⁾			5,305			69	%		4,787			518			(6,545	)		(50	)%		(5,601	)		(944	)
Other			235			170	%		235			—			(261	)		(70	)%		(261	)		—
Total increase in interest income			15,453			28	%		14,967			486			(10,537	)		(14	)%		(1,190	)		(9,347	)
Increase (decrease) in interest expense:
Securitized borrowings: ⁽⁵⁾
RCC 2015-CRE3 Senior Notes			(992	)		(100	)%		(992	)		—
RCC 2015-CRE4 Senior Notes			(1,320	)		(100	)%		(1,320	)		—
RCC 2017-CRE5 Senior Notes			(1,711	)		(44	)%		(2,600	)		889			(2,185	)		(100	)%		(2,185	)		—
XAN 2018-RSO6 Senior Notes			7,873			4,983	%		7,859			14			(5,205	)		(65	)%		(3,699	)		(1,506	)
XAN 2019-RSO7 Senior Notes			4,849			100	%		4,849			—			2,979			61	%		5,357			(2,378	)
XAN 2020-RSO8 Senior Notes															3,036			100	%		3,036			—
Unsecured junior subordinated debentures			187			12	%		—			187			(281	)		(16	)%		—			(281	)
Convertible senior notes:⁽⁵⁾	��
4.50% Convertible Senior Notes			119			3	%		119			—			138			3	%		138			—
6.00% Convertible Senior Notes			(2,617	)		(100	)%		(2,617	)		—
8.00% Convertible Senior Notes			—			—	%		—			—			(881	)		(92	)%		(881	)		—
CRE - term repurchase facilities ⁽⁵⁾			1,951			21	%		867			1,084
CMBS - term repurchase facilities			(192	)		(49	)%		(170	)		(22	)
CRE - term warehouse financing facilities ⁽⁵⁾															(3,722	)		(33	)%		(1,513	)		(2,209	)
Trust certificates - term repurchase facilities ⁽⁵⁾			(923	)		(37	)%		(980	)		57			(1,565	)		(100	)%		(1,565	)		—
CMBS - short term repurchase agreements			3,309			167	%		3,031			278			(2,998	)		(55	)%		(2,204	)		(794	)
Hedging			(100	)		(125	)%		(100	)		—			649			(3,245	)%		649			—
Total increase in interest expense			10,433			34	%		7,946			2,487			(10,035	)		(24	)%		(2,867	)		(7,168	)
Net increase (decrease) in net interest income		$	5,020					$	7,021		$	(2,001	)	$	(502	)				$	1,677		$	(2,179	)

(1)	Percent change is calculated as the net change divided by the respective interest income or interest expense for the six months ended June 30, ~~2018.~~2019.

(2)

Includes ~~increases~~decreases in fee income of approximately ~~$44,000, $87,000~~$406,000, $74,000 and ~~$85,000~~$22,000 recognized on our floating-rate CRE whole loans, legacy CRE loans and our CRE preferred equity investments, respectively, that were due to changes in ~~volume in connection with originations, extensions and payoffs of the CRE loans.~~volume.

(3)

(4)	Includes ~~an increase~~a decrease of net accretion income of approximately ~~$64,000~~$795,000 that was due to changes in volume.

(5)

Includes increases of net amortization expense of approximately ~~$1.3 million~~$58,000 and ~~$246,000~~$34,000 on our securitized borrowings and ~~CRE-term repurchase facilities,~~our convertible senior notes, respectively, and decreases of approximately ~~$385,000~~$24,000 and ~~$74,000~~$79,000 on our ~~convertible senior notes~~CRE - term warehouse financing facilities and trust certificates - term repurchase facilities, respectively, that were due to changes in ~~volume in connection with deferred debt issuance costs and discounts capitalized to the respective borrowings.~~volume.

Net Change in Interest Income for the Comparative Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018:~~2019:

Aggregate interest income ~~increased~~decreased by ~~$7.5~~$9.9 million and ~~$15.5~~$10.5 million for the comparative three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. We attribute the changes to the following:

CRE whole ~~loans.~~loans, floating-rate. The ~~increases~~decreases of ~~$4.9~~$3.5 million and ~~$9.3~~$4.0 million for the comparative three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, were primarily attributable to ~~increases~~decreases in the yields on floating-rate CRE whole loans, attributable to declines in the spreads on the originated CRE whole loans over the comparative periods and to a decrease in one-month LIBOR, the benchmark interest rate for our floating-rate CRE whole loans, over the comparative periods. The effect of the decrease in LIBOR over the comparative periods is mitigated by our LIBOR floors, which provide asset yield protection. At June 30, 2020, our floating-rate CRE whole loan portfolio had a weighted average LIBOR floor of 1.92%. The rate decreases were partially offset by an increase in the outstanding balance of CRE whole loans ~~attributable to $513.4 million of~~in connection with loan originations and acquisitions net of loan repayments ~~for~~over the 12 months ended June 30, ~~2019.~~2020.

CRE preferred equity investments. The increase of ~~$657,000~~$347,000 for the comparative six months ended June 30, ~~2019~~2020 and ~~2018~~June 30, 2019 was attributable to the ~~recognition~~closing of ~~a full six months' interest income on~~ our ~~March 2018~~June 2019 investment in a preferred equity interest with an outstanding principal balance of ~~$20.1~~$6.2 million and an ~~11.50%~~11.00% interest rate at June 30, ~~2019.~~2020.

Securities. The ~~increases~~net decreases of ~~$2.4~~$6.3 million and ~~$5.3~~$6.5 million for the comparative three and six months ended June 30, 2020 and 2019 ~~and 2018, respectively, were~~was primarily attributable to ~~acquisitions, net~~the disposition of ~~sales and repayments,~~our entire CMBS portfolio as of April 2020, except for two CMBS securities retained with fair values of ~~$119.7~~$2.2 million ~~during the 12 months ended~~at June 30, ~~2019 and increases in coupon rates on our floating rate CMBS over the comparative periods.~~2020.

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4546

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Net Change in Interest Expense for the Comparative Three and Six Months Ended June 30, ~~2019~~2020 and ~~2018:~~2019:

Aggregate interest expense ~~increased~~decreased by ~~$5.4~~$9.0 million and ~~$10.4~~$10.0 million for the comparative three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. We attribute the changes to the following:

Securitized borrowings. The net ~~increases~~decreases of ~~$6.5~~$3.1 million and ~~$8.7~~$1.4 million for the comparative three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, were primarily attributable to a decrease in one-month LIBOR, the benchmark interest rate for our securitized borrowings, over the comparative periods. The net decrease for the comparative six months ended June 30, 2020 and 2019 was partially offset by an net increase in volume attributable to the issuances of Exantas Capital Corp. ~~2018-RSO6,~~2019-RSO7, Ltd. ("(“XAN ~~2018-RSO6"~~2019-RSO7”) and Exantas Capital Corp. ~~2019-RSO7,~~2020-RSO8, Ltd. ("(“XAN ~~2019-RSO7"~~2020-RSO8”), which closed in ~~June 2018 and~~ April 2019 ~~respectively. The increases were~~and March 2020, respectively, offset by the ~~liquidations~~liquidation of ~~Resource Capital Corp. 2015-CRE4, Ltd. ("RCC 2015-CRE4") and Resource Capital Corp. 2015-CRE3, Ltd. ("RCC 2015-CRE3") in July 2018 and August 2018, respectively, and $218.0 million of note paydowns on~~ Resource Capital Corp. 2017-CRE5, Ltd. ("(“RCC ~~2017-CRE5"~~2017-CRE5”) in July 2019 and paydowns on Exantas Capital Corp. 2018-RSO6, Ltd. (“XAN 2018-RSO6”) during the 12 months ended June 30, ~~2019.~~2020.

Unsecured junior subordinated debentures. The net decrease of $281,000 for the comparative six months ended June 30, 2020 and June 30, 2019 was attributable to a decrease in three-month LIBOR, the benchmark interest rate for our unsecured junior subordinated debentures, over the comparative periods.

Convertible senior notes. The net decreases of ~~$1.2~~$416,000 and $743,000 for the comparative three and six months ended June 30, 2020 and 2019, respectively, were primarily attributable to the payoff of our 8.00% convertible senior notes upon maturity in January 2020.

CRE - term warehouse financing facilities. The net decreases of $2.3 million and ~~$2.5~~$3.7 million for the comparative three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, were primarily attributable to a decrease in the ~~redemption of our 6.00% convertible senior notes in December 2018.~~

~~CRE - term repurchase facilities.~~ ~~The decrease of $758,000 for~~weighted average one-month LIBOR over the comparative ~~three months ended June 30, 2019~~periods and ~~2018 was primarily attributable to the payoff of borrowings~~paydowns on ~~the~~our CRE - term ~~repurchase~~warehouse financing facilities in connection with the ~~April 2019~~ close of XAN 2019-RSO7, a CRE debt securitization that financed $687.2 million of CRE loans. The increase of $2.0 million for the comparative six months ended June 30, 2019 and 2018 was primarily attributable to an increase in one-month LIBOR over the comparative period and increased utilization of these facilities to finance CRE loans collateralizing XAN 2019-RSO7, which increased principal outstanding on borrowings by $498.0 million from June 30, 2018 through the date of close of the securitization, and the CRE loans acquired in the May 2019 Mortgage Loan Sale and Purchase Agreement, which had principal outstanding on borrowings of $137.1 million at June 30, 2019.2020-RSO8.

Trust certificates - term repurchase facilities. The ~~decreases~~decrease of ~~$514,000~~$764,000 and ~~$923,000~~$1.6 million for the comparative three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, were primarily attributable to the repayment of the RSO Repo SPE Trust ~~2015~~2017 facility in July ~~2018.~~2019.

CMBS - short term repurchase agreements. The ~~increases~~decrease of ~~$1.4~~$2.8 million and ~~$3.3~~$3.0 million for the comparative three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, were primarily attributable to ~~the increased utilization of~~our CMBS – short term agreements being paid off in full as of April 2020 due to the impact of the COVID-19 pandemic on real estate securities markets in March 2020. See the “Repurchase and Credit Facilities” section for additional information.

Hedging. The increases of $440,000 and $649,000 for the comparative three and six months ended June 30, 2020 and 2019, respectively, were primarily attributable to amortization expense on terminated interest rate swaps during the three months ended June 30, 2020. In April 2020, in conjunction with the disposition of our CMBS portfolio financed with short-term repurchase agreements, ~~to finance CMBS acquired in 2018, which, when compared with CMBS - short term repurchase agreements~~we terminated all interest rate swap contracts hedging that portfolio. At termination, we realized a loss of $11.8 million. During the three and ~~CMBS - term repurchase facilities at~~six months ended June 30, ~~2018, increased principal outstanding~~2020, we recorded net amortization expense, reported in interest expense on ~~borrowings by $135.6 million from June 30, 2018 to June 30, 2019.~~the consolidated statements of operations, of $344,000 and $322,000, respectively.

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Average Net Yield and Average Cost of Funds:

The following tables present the average net yield and average cost of funds for the three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 (dollars in thousands, except amounts in footnotes):

	For the Three Months Ended June 30, 2019								For the Three Months Ended June 30, 2018								For the Three Months Ended June 30, 2020								For the Three Months Ended June 30, 2019
	Average Balance		Interest Income (Expense)			Average Net Yield (Cost of Funds) ⁽¹⁾			Average Balance		Interest Income (Expense)			Average Net Yield (Cost of Funds) ⁽¹⁾			Average Balance		Interest Income (Expense)			Average Net Yield (Cost of Funds) ⁽¹⁾			Average Balance		Interest Income (Expense)			Average Net Yield (Cost of Funds) ⁽¹⁾
Interest-earning assets
CRE whole loans ⁽²⁾	$	1,746,042	$	29,420			6.76	%	$	1,383,028	$	24,504			7.14	%
CRE whole loans, floating-rate ⁽²⁾																	$	1,809,681	$	25,885			5.74	%	$	1,746,042	$	29,420			6.76	%
Legacy CRE loans ⁽²⁾		38,905		183			1.89	%		75,692		339			1.79	%		11,516		157			5.47	%		38,905		183			1.89	%
CRE mezzanine loan		4,700		118			9.97	%		1,188		30			10.14	%		4,700		118			9.97	%		4,700		118			9.97	%
CRE preferred equity investments ⁽²⁾		20,507		667			13.04	%		19,263		562			11.69	%		26,674		799			12.01	%		20,507		667			13.04	%
Securities⁽³⁾		440,120		6,591			5.93	%		269,252		4,205			6.26	%		18,457		272			6.04	%		440,120		6,591			5.93	%
Other		19,225		159			0.83	%		3,368		20			0.59	%		4,957		12			0.90	%		19,225		159			3.27	%
Total interest income/average net yield		2,269,499		37,138			6.53	%		1,751,791		29,660			6.81	%		1,875,985		27,243			5.83	%		2,269,499		37,138			6.55	%
Interest-bearing liabilities
Collateralized by:
CRE whole loans⁽⁴⁾		1,215,030		(14,250	)		(4.70	)%		751,422		(8,482	)		(4.53	)%		946,038		(8,926	)		(3.78	)%		1,215,030		(14,250	)		(4.70	)%
CMBS		304,835		(2,790	)		(3.67	)%		162,808		(1,385	)		(3.41	)%		18,204		—			—	%		304,835		(2,790	)		(3.67	)%
General corporate debt:
Unsecured junior subordinated debentures		51,548		(855	)		(6.56	)%		51,548		(806	)		(6.19	)%		51,548		(675	)		(5.13	)%		51,548		(855	)		(6.56	)%
4.50% Convertible Senior Notes⁽⁵⁾		131,472		(2,448	)		(7.37	)%		143,750		(2,388	)		(6.57	)%		134,944		(2,513	)		(7.29	)%		131,472		(2,448	)		(7.37	)%
6.00% Convertible Senior Notes ⁽⁵⁾		—		—			—	%		70,453		(1,309	)		(7.35	)%
8.00% Convertible Senior Notes ⁽⁵⁾		21,030		(481	)		(9.04	)%		21,182		(481	)		(8.98	)%		—		—			—	%		21,030		(481	)		(9.04	)%
Trust certificates - term repurchase facilities ⁽⁶⁾		44,699		(764	)		(6.86	)%		73,931		(1,278	)		(6.93	)%		—		—			—	%		44,699		(764	)		(6.86	)%
Hedging ⁽⁷⁾		83,357		7			0.04	%		47,612		(30	)		(0.25	)%		15,856		(433	)		(10.84	)%		83,357		7			0.04	%
Total interest expense/average cost of funds	$	1,851,971		(21,581	)		(4.66	)%	$	1,322,706		(16,159	)		(4.88	)%	$	1,166,590		(12,547	)		(4.28	)%	$	1,851,971		(21,581	)		(4.66	)%
Total net interest income			$	15,557							$	13,501							$	14,696							$	15,557

(1)	Average net yield includes net amortization/accretion and fee ~~income.~~income and is computed based on average amortized cost.

(2)

Includes fee income of approximately $1.6 million, $5,000 and $37,000 recognized on our floating-rate CRE whole loans, legacy CRE loan and our CRE preferred equity investments, respectively, for the three months ended June 30, 2020 and approximately $1.7 million, $18,000 and $85,000 ~~recognized~~ on our CRE whole loans, legacy CRE loans and our CRE preferred equity investments, respectively, for the three months ended June 30, 2019 and approximately $2.0 million and $10,000 on our CRE whole loans and our CRE preferred equity investments, respectively, for the three months ended June 30, 2018. There was no fee income recognized on our legacy CRE loans for the three months ended June 30, 2019 and 2018.2019.

(3)	Includes net accretion income of approximately $682,000 ~~and $706,000~~ for the three months ended June 30, 2019 ~~and 2018, respectively,~~ on our CMBS securities.

(4)	Includes amortization expense of approximately ~~$2.1~~$1.8 million and ~~$1.1~~$2.1 million for the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, on our interest-bearing liabilities collateralized by CRE whole loans.

(5)	Includes aggregated amortization expense of approximately ~~$888,000~~$896,000 and ~~$1.1 million~~$888,000 for the three months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, on our convertible senior notes.

(6)	Includes amortization expense of approximately $40,000 ~~and $77,000~~ for the three months ended June 30, 2019 ~~and 2018, respectively,~~ on our trust certificates - term repurchase facilities.

(7)

Includes net accretion expense of $344,000 for the three months ended June 30, 2020 and accretion income of ~~approximately~~ $23,000 for the three months ended June 30, 2019 on 22 and two terminated interest rate swap agreements, respectively, that were in anet loss and gain ~~position~~positions, respectively, at the time of termination. The remaining losses and gains, reported in accumulated other comprehensive (loss) income ~~(loss)~~ on the consolidated balance sheets, will be accreted over the remaining life of the debt.

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4748

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	For the Six Months Ended June 30, 2019								For the Six Months Ended June 30, 2018								For the Six Months Ended June 30, 2020								For the Six Months Ended June 30, 2019
	Average Balance		Interest Income (Expense)			Average Net Yield (Cost of Funds) ⁽¹⁾			Average Balance		Interest Income (Expense)			Average Net Yield (Cost of Funds) ⁽¹⁾			Average Balance		Interest Income (Expense)			Average Net Yield (Cost of Funds) ⁽¹⁾			Average Balance		Interest Income (Expense)			Average Net Yield (Cost of Funds) ⁽¹⁾
Interest-earning assets
CRE whole loans ⁽²⁾	$	1,639,296	$	55,841			6.87	%	$	1,350,209	$	46,548			6.95	%	$	1,794,936	$	51,863			5.79	%	$	1,639,296	$	55,841			6.87	%
Legacy CRE loans ⁽²⁾		38,816		417			2.16	%		75,876		660			1.75	%		11,516		316			5.51	%		38,816		417			2.16	%
CRE mezzanine loan		4,700		236			9.97	%		597		30			10.14	%		4,700		237			9.97	%		4,700		236			9.97	%
CRE preferred equity investments ⁽²⁾		20,065		1,237			12.43	%		10,003		580			11.69	%		26,484		1,584			12.00	%		20,065		1,237			12.43	%
Securities ⁽³⁾		434,643		12,966			5.98	%		243,206		7,661			6.37	%		247,245		6,421			5.24	%		434,643		12,966			5.98	%
Other		18,869		373			1.97	%		19,652		138			0.71	%		6,603		112			3.34	%		18,869		373			3.93	%
Total interest income/average net yield		2,156,389		71,070			6.62	%		1,699,543		55,617			6.59	%		2,091,484		60,533			5.80	%		2,156,389		71,070			6.64	%
Interest-bearing liabilities
Collateralized by:
CRE whole loans⁽⁴⁾		1,110,458		(26,392	)		(4.79	)%		718,426		(15,742	)		(4.42	)%		1,342,201		(21,295	)		(3.18	)%		1,110,458		(26,392	)		(4.79	)%
CMBS		299,668		(5,489	)		(3.69	)%		140,917		(2,372	)		(3.39	)%		186,529		(2,491	)		(2.68	)%		299,668		(5,489	)		(3.69	)%
General corporate debt:
Unsecured junior subordinated debentures		51,548		(1,717	)		(6.63	)%		51,548		(1,530	)		(5.90	)%		51,548		(1,436	)		(5.51	)%		51,548		(1,717	)		(6.63	)%
4.50% Convertible Senior Notes ⁽⁵⁾		131,065		(4,872	)		(7.39	)%		143,750		(4,753	)		(6.58	)%		134,500		(5,010	)		(7.37	)%		131,065		(4,872	)		(7.39	)%
6.00% Convertible Senior Notes ⁽⁵⁾		—		—			—	%		70,453		(2,617	)		(7.39	)%
8.00% Convertible Senior Notes ⁽⁵⁾		21,002		(961	)		(9.10	)%		21,182		(961	)		(9.02	)%		1,745		(80	)		(9.07	)%		21,002		(961	)		(9.10	)%
Trust certificates - term repurchase facilities ⁽⁶⁾		46,009		(1,565	)		(6.86	)%		74,174		(2,488	)		(6.76	)%		—		—			—	%		46,009		(1,565	)		(6.86	)%
Hedging ⁽⁷⁾		82,211		20			0.05	%		44,915		(80	)		(0.36	)%		53,019		(629	)		(2.38	)%		82,211		20			0.05	%
Total interest expense/average cost of funds	$	1,741,961		(40,976	)		(4.73	)%	$	1,265,365		(30,543	)		(4.85	)%	$	1,769,542		(30,941	)		(3.50	)%	$	1,741,961		(40,976	)		(4.73	)%
Total net interest income			$	30,094							$	25,074							$	29,592							$	30,094

(1)	Average net yield includes net amortization/accretion and fee income.

(2)

Includes fee income of approximately ~~$3.4~~$3.0 million, ~~$87,000~~$12,000 and ~~$95,000~~$73,000 recognized on our floating-rate CRE whole loans, legacy CRE ~~loans~~loan and our CRE preferred equity investments, respectively, for the six months ended June 30, ~~2019~~2020 and approximately $3.4 million, $87,000 and ~~$10,000~~$95,000 on our CRE whole loans, legacy CRE loans and our CRE preferred equity ~~investments,~~investment, respectively, for the six months ended June 30, ~~2018. There was no fee income recognized on our legacy CRE loans for the six months ended June 30, 2018.~~2019.

(3)	Includes net accretion income of approximately ~~$1.4 million~~$616,000 and ~~$1.3~~$1.4 million for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, on our CMBS securities.

(4)	Includes amortization expense of approximately $3.7 million ~~and $2.1 million~~ for the six months ended June 30, ~~2019~~2020 and ~~2018, respectively,~~2019 on our interest-bearing liabilities collateralized by CRE whole loans.

(5)	Includes aggregated amortization expense of approximately $1.8 million ~~and $2.1 million~~ for the six months ended June 30, ~~2019~~2020 and ~~2018, respectively,~~2019 on our convertible senior notes.

(6)	Includes amortization expense of approximately $79,000 ~~and $153,000~~ for the six months ended June 30, 2019 ~~and 2018, respectively,~~ on our trust certificates - term repurchase facilities.

(7)

Includes net accretion expense of $322,000 for the six months ended June 30, 2020 and accretion income of ~~approximately~~ $45,000 for the six months ended June 30, 2019 on 22 and two terminated interest rate swap agreements, respectively, that were in anet loss and gain ~~position~~positions, respectively, at the time of termination. The remaining losses and gains, reported in accumulated other comprehensive (loss) income ~~(loss)~~ on the consolidated balance sheets, will be accreted over the remaining life of the debt.

Operating Expenses

Three and Six Months Ended June 30, ~~2019~~2020 as compared toThree and Six Months Ended June 30, ~~2018~~2019

The following tables set forth information relating to our operating expenses for the periods presented (dollars in thousands):

	For the Three Months Ended										For the Three Months Ended
	June 30,										June 30,
	2019		2018		Dollar Change			Percent Change			2020		2019		Dollar Change			Percent Change
Operating expenses:
General and administrative	$	2,495	$	2,547	$	(52	)		(2	)%
Management fees		2,251		2,812		(561	)		(20	)%	$	1,327	$	2,251	$	(924	)		(41	)%
Equity compensation		412		659		(247	)		(37	)%		715		412		303			74	%
Provision for loan losses		170		—		170			100	%
General and administrative												2,875		2,495		380			15	%
Depreciation and amortization		7		19		(12	)		(63	)%		7		7		—			—	%
Provision for credit losses												41,472		170		41,302			24,295	%
Total	$	5,335	$	6,037	$	(702	)		(12	)%	$	46,396	$	5,335	$	41,061			770	%

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4849

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	For the Six Months Ended											For the Six Months Ended
	June 30,											June 30,
	2019		2018			Dollar Change			Percent Change			2020		2019		Dollar Change			Percent Change
Operating expenses:
General and administrative	$	5,072	$	5,607		$	(535	)		(10	)%
Management fees		4,334		5,625			(1,291	)		(23	)%	$	3,444	$	4,334	$	(890	)		(21	)%
Equity compensation		1,095		1,626			(531	)		(33	)%		1,213		1,095		118			11	%
Provision for (recovery of) loan losses, net		1,195		(799	)		1,994			250	%
General and administrative													6,257		5,072		1,185			23	%
Depreciation and amortization		31		32			(1	)		(3	)%		22		31		(9	)		(29	)%
Provision for credit losses													57,621		1,195		56,426			4,722	%
Total	$	11,727	$	12,091		$	(364	)		(3	)%	$	68,557	$	11,727	$	56,830			485	%

Aggregate operating expenses ~~decreased~~increased by ~~$702,000~~$41.1 million and ~~$364,000~~$56.8 million for the comparative three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. We attribute the changes to the following:

~~General~~Management fees. The decreases of $924,000 and ~~administrative.~~ ~~General and administrative expenses decreased by $52,000 and $535,000~~$890,000 for the comparative three and six months ended June 30, 2020 and 2019, respectively, were primarily attributable to a decrease in our base management fees during the three and ~~2018,~~six months ended June 30, 2020. Our base management fee is equal to 1/12th of the amount of our equity multiplied by 1.50% in accordance with our management agreement. In March 2020, our equity decreased in connection with the losses incurred on the disposition of our financed CMBS portfolio. Additionally, our management fees decreased due to incentive management compensation of $165,000 that was incurred during the three and six months ended June 30, 2019.

Equity compensation. The increases of $303,000 and $118,000 for the comparative three and six months ended June 30, 2020 and 2019, respectively, were primarily attributable to accelerations of certain restricted stock awards during the three and six months ended June 30, 2020.

General and administrative. General and administrative expenses increased by $380,000 and $1.2 million for the comparative three and six months ended June 30, 2020 and 2019, respectively. The following table summarizes the information relating to our general and administrative expenses for the periods presented (dollars in thousands):

	For the Three Months Ended										For the Three Months Ended
	June 30,										June 30,
	2019		2018		Dollar Change			Percent Change			2020			2019		Dollar Change			Percent Change
General and administrative:
Professional services											$	1,013		$	559	$	454			81	%
Wages and benefits	$	700	$	910	$	(210	)		(23	)%		700			700		—			—	%
Professional services		559		536		23			4	%
Operating expenses		291		254		37			15	%		327			291		36			12	%
Dues and subscriptions												299			181		118			65	%
D&O insurance		283		283		—			—	%		294			283		11			4	%
Rent and utilities												162			78		84			108	%
Director fees		224		164		60			37	%		124			224		(100	)		(45	)%
Dues and subscriptions		181		206		(25	)		(12	)%
Travel												10			80		(70	)		(88	)%
Tax penalties, interest and franchise tax		99		25		74			296	%		(54	)		99		(153	)		(155	)%
Travel		80		85		(5	)		(6	)%
Rent and utilities		78		84		(6	)		(7	)%
Total	$	2,495	$	2,547	$	(52	)		(2	)%	$	2,875		$	2,495	$	380			15	%

	For the Six Months Ended											For the Six Months Ended
	June 30,											June 30,
	2019		2018			Dollar Change			Percent Change			2020			2019		Dollar Change			Percent Change
General and administrative:
Professional services												$	2,284		$	1,394	$	890			64	%
Wages and benefits	$	1,424	$	1,945		$	(521	)		(27	)%		1,415			1,424		(9	)		(1	)%
Professional services		1,394		1,563			(169	)		(11	)%
Operating expenses		548		453			95			21	%		704			548		156			28	%
Dues and subscriptions													514			301		213			71	%
D&O insurance		564		593			(29	)		(5	)%		578			564		14			2	%
Rent and utilities													392			171		221			129	%
Director fees		388		328			60			18	%		265			388		(123	)		(32	)%
Dues and subscriptions		301		425			(124	)		(29	)%
Travel													133			150		(17	)		(11	)%
Tax penalties, interest and franchise tax		132		(8	)		140			1,750	%		(28	)		132		(160	)		(121	)%
Travel		150		146			4			3	%
Rent and utilities		171		162			9			6	%
Total	$	5,072	$	5,607		$	(535	)		(10	)%	$	6,257		$	5,072	$	1,185			23	%

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The ~~decrease~~increases in general and administrative expenses ~~for the comparative six months ended June 30, 2019 and 2018 was primarily attributable to a decrease of $521,000 in wages and benefits allocated to us by our Manager.~~

~~Management fees.~~ ~~The decreases of $561,000 and $1.3 million~~ for the comparative three and six months ended June 30, ~~2019~~2020 and ~~2018, respectively,~~2019 were primarily attributable to ~~our base management fee reverting from a fixed amount of $937,500 per month from October 1, 2017~~(i) an increase in professional services in connection with legal fees incurred in 2020 primarily related to ~~December 31, 2018 per our Third Amended and Restated Management Agreement ("Management Agreement") to an amount equal to 1/12~~^th of the ~~amount~~settlement of our ~~equity multiplied by 1.50%. The decreases were offset by incentive compensation~~CMBS repurchase agreements, (ii) an increase in rent and utilities and dues and subscriptions in connection with an increase in the allocation of ~~$165,000 earned by~~expenses related to our fixed-rate lending business from our Manager and expenses incurred to prepare our CECL allowance estimate over the comparative periods and (iii) an increase in operating expenses in connection with an increase in bank fees during the ~~three and~~comparative six months ended June 30, 2020 and 2019. The increases were offset by decreases in franchise taxes, director fees and travel during the comparative periods.

~~(Back to Index)~~

~~Equity compensation.~~Provision for credit losses. The ~~decreases~~increases of ~~$247,000~~$41.3 million and ~~$531,000~~$56.4 million in provision of credit losses for the comparative three and six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, were primarily attributable to the ~~adoption~~updated estimates of ~~updated guidance issued~~our CECL model, which projected increased expected credit losses in connection with the adverse market conditions caused by the ~~Financial Accounting Standards Board that discontinued~~COVID-19 pandemic during the ~~remeasurement of all unvested issuances of restricted stock~~three and ~~options after the initial grant date during the~~ six months ended June 30, ~~2019. Additionally,~~2020. The CECL model, adopted on January 1, 2020, measures the ~~decrease was attributable~~allowance for credit losses using an expected credit losses approach, as compared to ~~accelerations of certain restricted stock awards~~the incurred credit losses approach that existed during the three and six months ended June 30, ~~2018.~~

~~Provision for (recovery of) loan losses, net.~~ The increase of $2.0 million from a recovery of, to a provision for loan losses for the comparative six months ended June 30, 2019 and 2018 was primarily attributable to an increase in the general reserve of $1.2 million during the six months ended June 30, 2019, in connection with five loans, which were downgraded, in which performance lagged behind underwritten expectations, as compared to a decrease in the general reserve of approximately $799,000 during the six months ended June 30, 2018, in connection with one loan that repaid and one loan, which was upgraded, in which performance improved to within underwritten expectations.2019.

Other Income (Expense)

Three and Six Months Ended June 30, ~~2019~~2020 as compared to Three and Six Months Ended June 30, ~~2018~~2019

The following tables set forth information relating to our other income (expense) incurred for the periods presented (dollars in thousands):

For the Three Months Ended

June 30,

2019

2018

Dollar Change

Percent Change

Other Income (Expense):

Equity in earnings of unconsolidated entities

$
—

$
69

$
(69
)

(100
)%
Net realized and unrealized gain on investment securities available-for-sale and loans and derivatives

4

932

(928
)

(100
)%
Net realized and unrealized gain on investment securities, trading

—

58

(58
)

(100
)%
Fair value adjustments on financial assets held for sale

(1,300
)

9

(1,309
)

(14,544
)%
Other income

51

506

(455
)

(90
)%
Total

$
(1,245
)

$
1,574

$
(2,819
)

(179
)%

	For the Three Months Ended
	June 30,
	2020			2019			Dollar Change			Percent Change
Other income (expense):
Net realized and unrealized (loss) gain on investment securities available-for-sale and loans and derivatives	$	(982	)	$	4		$	(986	)		(24,650	)%
Fair value and other adjustments on asset held for sale		(927	)		(1,300	)		373			(29	)%
Other income		189			51			138			271	%
Total	$	(1,720	)	$	(1,245	)	$	(475	)		38	%

For the Six Months Ended

June 30,

2019

2018

Dollar Change

Percent Change

Other Income (Expense):

Equity in losses of unconsolidated entities

$
—

$
(223
)

$
223

(100
)%
Net realized and unrealized gain on investment securities available-for-sale and loans and derivatives

4

290

(286
)

(99
)%
Net realized and unrealized gain on investment securities, trading

—

53

(53
)

(100
)%
Fair value adjustments on financial assets held for sale

(1,402
)

(4,656
)

3,254

70
%
Other income

152

517

(365
)

(71
)%
Total

$
(1,246
)

$
(4,019
)

$
2,773

69
%

	For the Six Months Ended
	June 30,
	2020			2019			Dollar Change			Percent Change
Other income (expense):
Net realized and unrealized (loss) gain on investment securities available-for-sale and loans and derivatives	$	(186,339	)	$	4		$	(186,343	)		(4,658,575	)%
Fair value and other adjustments on asset held for sale		(4,718	)		(1,402	)		(3,316	)		237	%
Other income		58			152			(94	)		(62	)%
Total	$	(190,999	)	$	(1,246	)	$	(189,753	)		15,229	%

Aggregate other ~~income decreased $2.8 million to other~~ expense increased $475,000 for the comparative three months ended June 30, 2020 and 2019 and ~~2018 and aggregate other expense decreased $2.8~~increased $189.8 million for the comparative six months ended June 30, ~~2019~~2020 and ~~2018.~~June 30, 2019. We attribute the changes to the following:

Net realized and unrealized (loss) gain on investment securities available-for-sale and loans and derivatives. The ~~decreases~~increase in losses of ~~$928,000~~$986,000 for the comparative three months ended June 30, 2020 and ~~$286,000~~2019 was primarily attributable to a loss of $917,000 recorded to mark our two remaining investment securities available-for-sale that were impaired to fair value during the three months ended June 30, 2020. The increase in losses of $186.3 million for the six months ended June 30, 2020 and 2019 was attributable to a loss of $180.3 million on the disposition of our CMBS portfolio that was financed with our CMBS - short-term repurchase facilities during the six months ended June 30, 2020. Additionally, the increase was attributable to a loss of $6.0 million recorded to mark our two remaining investment securities available-for-sale to fair value during the six months ended June 30, 2020.

Fair value and other adjustments on asset held for sale. The changes of $373,000 and $3.3 million during the comparative three and six months ended June 30, ~~2019~~2020 and 2018, respectively, were primarily attributable to a gain of $1.0 million attributable to the payoff on one legacy CRE loan during the three and six months ended June 30, 2018. The decrease for the comparative six months ended June 30, 2019 and 2018 was offset by net losses of approximately $461,000 on our life settlement contract portfolio, which was fully resolved in 2018, and a realized loss of $217,000 on the March 2018 sale of one asset-backed security ("ABS").

~~(Back to Index)~~

~~Fair value adjustments on financial assets held for sale.~~ The change from a gain of $9,000 and a loss of $4.7 million during the three and six months ended June 30, 2018, respectively, to losses of $1.3 million and $1.4 million during three and six months ended June 30, 2019, respectively, were primarily attributable to charges incurred on one asset held for sale of $927,000 and $4.7 million, which included protective advances to cover operating losses of ~~$172,000,~~$927,000 and $1.4 million, recorded during the three and six months ended June 30, ~~2018 in connection with the receipt of updated appraisals in April 2018 for a legacy CRE loan held for sale.~~2020, respectively. We recorded ~~additional~~ charges of $1.3 million during the three months ended June 30, 2019 and $1.4 million, ~~on this asset, including~~which included $102,000 of protective advances to cover ~~borrower~~ operating losses, during the six months ended June 30, ~~2019 in connection with the receipt of three brokers' opinion of value in June 2019 that were taken into account equally along with the latest appraisal received in February~~ 2019. ~~No charges were recorded during the three months ended June 30, 2018.~~

~~Other income.~~The decreases of $455,000 and $365,000 for the comparative three and six months ended June 30, 2019 and 2018, respectively, were primarily attributable to the receipt of $478,000 of cash in excess of the total carrying value of an asset secured by collateral management fees during the three and six months ended June 30, 2018.

~~Net Loss From Discontinued Operations, Net of Tax~~

In November 2016, our Board approved the Plan to focus our strategy on making CRE debt investments. The Plan contemplated disposing of certain underperforming legacy CRE loans, exiting underperforming non-core asset classes and businesses and maintaining a dividend policy based on sustainable earnings. We met all of the criteria to classify the operating results of the residential mortgage and middle market lending segments as discontinued operations and exclude them from continuing operations for all periods presented. In addition, we classified certain legacy CRE loans as held for sale. As of June 30, 2019, we have substantially completed the execution of the Plan.

~~The following table summarizes the operating results of the residential mortgage and middle market lending segments' discontinued operations as reported separately as net~~ loss ~~from discontinued operations, net of tax for the three and six months ended June 30, 2019 and 2018 (in thousands):~~

~~(Back to Index)~~

~~Net loss from discontinued operations.~~ Net loss from discontinued operations decreased by $338,000 and $54,000 for the comparative three and six months ended June 30, 2019 and 2018, respectively. The residential mortgage lending segment incurred net losses of approximately $111,000 and $283,000 for the three and six months ended June 30, 2019, respectively, as compared to net losses of approximately $486,000 and $1.1 million for the three and six months ended June 30, 2018, respectively, each of which were primarily attributable to Primary Capital Mortgage, LLC's reduced general and administrative expenses, particularly from consulting fees, incurred in the wind-down of that business. The middle market lending segment incurred a net loss of approximately $1,000 for the three months ended June 30, 2019 and generated net income of $134,000 for the six months ended June 30, 2019, as compared to net income of $36,000 and $855,000 for the three and six months ended June 30, 2018, respectively, which was primarily attributable to net gains of $135,000 and $243,000 on proceeds from the 2018 sales of the remaining middle market loans during the six months ended June 30, ~~2019 and 2018, respectively.~~2020 included a $3.3 million fair value charge in connection with the receipt of a $13.5 million offer in April 2020 for the remaining asset held for sale, which was valued at $13.2 million after deducting estimated costs to sell of $300,000 at June 30, 2020.

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Financial Condition

Summary

Our total assets were ~~$2.5~~$1.9 billion at June 30, ~~2019~~2020 as compared to ~~$2.1~~$2.5 billion at December 31, ~~2018.~~2019. The ~~increase~~decrease was primarily attributable to the ~~origination and acquisition~~disposition of ~~CRE loans and acquisitions~~our financed CMBS portfolio, completed in April 2020, in connection with the receipt of default notices from certain CMBS ~~financed through the use of a CRE debt securitization, term repurchase facilities and~~- short-term repurchase ~~agreements.~~agreement counterparties (see “Repurchase and Credit Facilities”) and the macroeconomic outlook and uncertainty caused by the COVID-19 pandemic.

Investment Portfolio

The tables below summarize the amortized cost and net carrying amount of our investment portfolio, classified by asset type, at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 as follows (dollars in thousands, except amounts in footnotes):

At June 30, 2019

Amortized Cost

Net Carrying Amount

Percent of Portfolio

Weighted Average Coupon

Loans held for investment:

CRE whole loans ⁽¹⁾

$
1,920,979

$
1,918,382

79.55
%

6.19%

CRE mezzanine loan

4,700

4,700

0.19
%

10.00%

CRE preferred equity investments

25,410

25,410

1.05
%

11.39%

1,951,089

1,948,492

80.79
%

Investment securities available-for-sale:

CMBS, fixed rate

118,753

123,848

5.14
%

4.10%

CMBS, floating rate

321,341

321,816

13.34
%

5.09%

440,094

445,664

18.48
%

Other investments:

Investments in unconsolidated entities

1,548

1,548

0.06
%

N/A ⁽³⁾

Other assets held for sale:

Legacy CRE loans ⁽²⁾

22,150

16,082

0.67
%

N/A ⁽³⁾

Total investment portfolio

$
2,414,881

$
2,411,786

100.00
%

At December 31, 2018

Amortized Cost

Net Carrying Amount

Percent of Portfolio

Weighted Average Coupon

Loans held for investment:

CRE whole loans ⁽¹⁾

$
1,529,113

$
1,527,712

76.79
%

6.33%

CRE mezzanine loan

4,700

4,700

0.24
%

10.00%

CRE preferred equity investment

19,555

19,555

0.98
%

11.50%

1,553,368

1,551,967

78.01
%

Investment securities available-for-sale:

CMBS, fixed rate

121,487

119,739

6.02
%

4.12%

CMBS, floating rate

301,132

299,259

15.04
%

4.11%

422,619

418,998

21.06
%

Other investments:

Investments in unconsolidated entities

1,548

1,548

0.08
%

N/A ⁽³⁾

Other assets held for sale:

Legacy CRE loans⁽²⁾

21,666

17,000

0.85
%

N/A ⁽³⁾

Total investment portfolio

$
1,999,201

$
1,989,513

100.00
%

At June 30, 2020	Amortized Cost		Net Carrying Amount		Percent of Portfolio			Weighted Average Coupon
Loans held for investment:
CRE whole loans, floating-rate ⁽¹⁾	$	1,734,267	$	1,679,524		98.02	%	5.33%
CRE mezzanine loan ⁽¹⁾		4,700		4,095		0.24	%	10.00%
CRE preferred equity investments ⁽¹⁾		26,913		21,170		1.24	%	11.39%
		1,765,880		1,704,789		99.50	%
Investment securities available-for-sale:
CMBS, fixed-rate		2,351		2,245		0.13	%	4.33%

Other investments: ⁽²⁾
Investments in unconsolidated entities		1,548		1,548		0.09	%	N/A ⁽⁴⁾
CRE whole loans, fixed-rate ⁽³⁾		4,831		4,831		0.28	%	4.44%
		6,379		6,379		0.37	%

Total investment portfolio	$	1,774,610	$	1,713,413		100.00	%

At December 31, 2019	Amortized Cost		Net Carrying Amount		Percent of Portfolio			Weighted Average Coupon
Loans held for investment:
CRE whole loans, floating-rate ⁽¹⁾	$	1,760,597	$	1,759,137		76.08	%	5.52%
CRE mezzanine loan		4,700		4,700		0.20	%	10.00%
CRE preferred equity investment		26,148		26,148		1.13	%	11.39%
		1,791,445		1,789,985		77.41	%
Investment securities available-for-sale:
CMBS, floating-rate		382,659		382,675		16.55	%	4.39%
CMBS, fixed-rate		132,235		138,039		5.97	%	4.10%
		514,894		520,714		22.52	%
Other investments: ⁽²⁾
Investments in unconsolidated entities		1,548		1,548		0.07	%	N/A ⁽⁴⁾

Total investment portfolio	$	2,307,887	$	2,312,247		100.00	%

(1)	Net carrying amount includes an allowance for ~~loan~~credit losses of ~~$2.6~~$61.1 million and ~~$1.4~~$1.5 million at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

(2)	~~Net carrying amount includes lower of cost or market value adjustments of $6.1 million and $4.7 million~~Excludes one asset held for sale at June 30, ~~2019~~2020 and December 31, ~~2018, respectively.~~2019.

(3)	Classified as other assets on the consolidated balance sheet.

(4)	There are no stated rates associated with these investments.

CRE loans. During the six months ended June 30, 2020, we originated $204.1 million of floating-rate CRE whole loan commitments (of which $23.7 million was unfunded loan commitments), funded $19.3 million of previously unfunded loan commitments and received $180.1 million in proceeds from loan payoffs, paydowns and sales. In July 2020, we received an additional $45.9 million of proceeds from the collection of our principal paydown receivable balance and the collection of a receivable related to our one loan sale that were both outstanding at June 30, 2020.

(Back to Index)

C~~RE loans.~~The following is a summary of our loans (dollars in thousands, except amounts in footnotes):

Description	Quantity		Principal		Unamortized (Discount) Premium, net ⁽¹⁾			Amortized Cost		Allowance for Loan Losses			Carrying Value ⁽²⁾		Contractual Interest Rates	Maturity Dates ⁽³⁾⁽⁴⁾	Quantity		Principal		Unamortized (Discount) Premium, net ⁽¹⁾			Amortized Cost		Allowance for Credit Losses			Carrying Value		Contractual Interest Rates	Maturity Dates ^(2)(3)(4)
At June 30, 2019:
At June 30, 2020:
CRE loans held for investment:
Whole loans ⁽⁵⁾		117	$	1,928,828	$	(7,849	)	$	1,920,979	$	(2,597	)	$	1,918,382	1M LIBOR plus 2.70% to 1M LIBOR plus 6.25%	July 2019 to July 2022
Whole loans, floating-rate ⁽⁵⁾⁽⁶⁾																		113	$	1,741,743	$	(7,476	)	$	1,734,267	$	(54,743	)	$	1,679,524	1M LIBOR plus 2.70% to 1M LIBOR plus 6.25%	July 2020 to October 2023
Mezzanine loan		1		4,700		—			4,700		—			4,700	10.00%	June 2028		1		4,700		—			4,700		(605	)		4,095	10.00%	June 2028
Preferred equity investments (see Note 3) ⁽⁷⁾⁽⁸⁾		2		25,565		(155	)		25,410		—			25,410	11.00% to 11.50%	June 2022 to April 2025		2		26,929		(16	)		26,913		(5,743	)		21,170	11.00% to 11.50%	June 2022 to April 2023
Total CRE loans held for investment			$	1,959,093	$	(8,004	)	$	1,951,089	$	(2,597	)	$	1,948,492					$	1,773,372	$	(7,492	)	$	1,765,880	$	(61,091	)	$	1,704,789

At December 31, 2018:
At December 31, 2019:
CRE loans held for investment:
Whole loans ⁽⁵⁾		79	$	1,538,759	$	(9,646	)	$	1,529,113	$	(1,401	)	$	1,527,712	1M LIBOR plus 2.70% to 1M LIBOR plus 6.25%	January 2019 to January 2022
Whole loans, floating-rate ⁽⁵⁾⁽⁶⁾																		112	$	1,768,322	$	(7,725	)	$	1,760,597	$	(1,460	)	$	1,759,137	1M LIBOR plus 2.70% to 1M LIBOR plus 6.25%	January 2020 to October 2023
Mezzanine loan		1		4,700		—			4,700		—			4,700	10.00%	June 2028		1		4,700		—			4,700		—			4,700	10.00%	June 2028
Preferred equity investment (see Note 3) ⁽⁷⁾⁽⁸⁾		1		19,718		(163	)		19,555		—			19,555	11.50%	April 2025		2		26,237		(89	)		26,148		—			26,148	11.00% to 11.50%	June 2022 to April 2023
Total CRE loans held for investment			$	1,563,177	$	(9,809	)	$	1,553,368	$	(1,401	)	$	1,551,967					$	1,799,259	$	(7,814	)	$	1,791,445	$	(1,460	)	$	1,789,985

(1)

(2)	~~Substantially all loans are pledged as collateral under various borrowings at June 30, 2019 and December 31, 2018.~~

~~(3)~~

Maturity dates exclude contractual extension options, subject to the satisfaction of certain terms that may be available to the borrowers.

~~(4)~~(3)

Maturity dates exclude one whole loan, with an amortized cost of $11.5 million, in ~~maturity~~ default at June 30, 2020 and December 31, 2019. The loan was performing ~~with respect to debt service due~~ in accordance with a forbearance agreement, atwhich expired in June ~~30, 2019 and December 31, 2018.~~2020.

~~(5)~~(4)

~~Whole~~Maturity dates exclude one whole loan, with an amortized cost of $8.4 million, in default at June 30, 2020.

(5)	Substantially all loans are pledged as collateral under various borrowings at June 30, 2020 and December 31, 2019.

(6)

~~(6)~~(7)

The interest rate on our preferred equity investments pay currently at 8.00%. The remaining interest is deferred until maturity.

~~(7)~~(8)

Beginning in April 2023, we have the right to unilaterally force the sale of Prospect Hackensack JV ~~LLC's~~LLC’s underlying property. Beginning in June 2022, we have the right to unilaterally force the sale of WC Newhall MM, LLC’s underlying property.

At June 30, ~~2019,~~2020, approximately ~~23.8%~~19.5%, ~~21.6%~~19.4% and ~~13.5%~~17.0% of our CRE loan portfolio was concentrated in the Southwest, Mountain and ~~Pacific~~Southeast regions, respectively, based on carrying value, as defined by the ~~National Council of Real Estate Investment Fiduciaries.~~NCREIF. At December 31, ~~2018,~~2019, approximately ~~32.3%~~19.5%, ~~20.9%~~19.4% and ~~17.1%~~17.6% of our CRE loan portfolio was concentrated in the Mountain, Southwest ~~Mountain~~ and ~~Pacific~~Southeast regions, respectively, based on carrying value. No single loan or investment represented more than 10% of our total assets and no single investor group generated over 10% of our revenue.

CMBS. Beginning in the first quarter of 2020, the COVID-19 pandemic produced material and previously unforeseeable liquidity shocks to credit markets. As a result of the receipt of default notices with respect to some of our CMBS (see “Repurchase and Credit Facilities”) and the uncertainty caused by the COVID-19 pandemic, we disposed of our entire CMBS portfolio, except for two CMBS securities with an amortized cost and fair value of $2.2 million, as of June 30, 2020.

(Back to Index)

~~CMBS.~~ During the six months ended June 30, 2019, we purchased six CMBS positions with aggregate face values of $40.7 million, at a total cost of $40.6 million, sold one CMBS position with a face value of $634,000 for proceeds of $638,000 received in June 2019, and received paydowns of $24.0 million. At June 30, 2019 and December 31, 2018, the remaining discount to be accreted into income over the remaining lives of the securities was $42.8 million and $43.9 million, respectively. At June 30, 2019 and December 31, 2018, the remaining premium to be amortized into income over the remaining lives of the securities was $734,000 and $466,000, respectively. These securities are classified as available-for-sale and carried at fair value.

~~The following table summarizes the activities in our CMBS investments at fair value for the six months ended June 30, 2019 (in thousands, except amounts in footnotes):~~

Fair Value at December 31, 2018

Net Purchases
(Sales) ⁽¹⁾

Net Upgrades (Downgrades)

Paydowns ⁽²⁾

MTM Change on Same Ratings

Fair Value at June 30, 2019

Moody's ratings category:

Aaa

$
5,954

$
—

$
—

$
(1,088
)

$
(44
)

$
4,822

Aa1 through Aa3

—

—

874

(763
)

—

111

A1 through A3

—

—

118

(94
)

—

24

Baa1 through Baa3

10,084

—

(2,116
)

—

507

8,475

Ba1 through Ba3

4,921

—

—

(172
)

2

4,751

B1 through B3

—

—

—

—

—

—

Caa1 through Caa3

—

—

—

—

—

—

Ca through C

—

—

—

—

—

—

Non-Rated

398,039

39,960

1,124

(21,780
)

10,138

427,481

Total

$
418,998

$
39,960

$
—

$
(23,897
)

$
10,603

$
445,664

S&P ratings category:

AAA

$
117

$
—

$
—

$
(94
)

$
—

$
23

AA+ through AA-

—

—

—

—

—

—

A+ through A-

5,298

—

(5,298
)

—

—

—

BBB+ through BBB-

29,254

—

(5,014
)

(763
)

1,903

25,380

BB+ through BB-

92,649

—

(1,124
)

(3,047
)

770

89,248

B+ through B-

22,124

—

—

—

533

22,657

CCC+ through CCC-

—

—

—

—

—

—

D

—

—

—

—

—

—

Non-Rated

269,556

39,960

11,436

(19,993
)

7,397

308,356

Total

$
418,998

$
39,960

$
—

$
(23,897
)

$
10,603

$
445,664

Fitch ratings category:

AAA

$
4,351

$
—

$
—

$
(949
)

$
(72
)

$
3,330

AA+ through AA-

—

—

—

—

—

—

A+ through A-

118

—

—

(94
)

—

24

BBB+ through BBB-

64,018

—

(2,405
)

—

5,566

67,179

BB+ through BB-

12,257

—

(2,892
)

—

652

10,017

B+ through B-

60,072

—

(5,014
)

(172
)

660

55,546

CCC

—

—

—

—

—

—

CC through D

—

—

—

—

—

—

Non-Rated

278,182

39,960

10,311

(22,682
)

3,797

309,568

Total

$
418,998

$
39,960

$
—

$
(23,897
)

$
10,603

$
445,664

~~(1)~~

During the six months ended June 30, 2019, we acquired $7.2 million of CMBS, at a cost of approximately $7.2 million, with a weighted average spread, based on cost, of 3.67% over the interpolated interest rate swap curve and $33.5 million of CMBS, at a cost of $33.4 million, with a weighted average spread, based on face value, of 2.38% over LIBOR.

~~(2)~~

~~Includes non-cash adjustments in connection with the recalculation of the accretable yield on certain interest-only CMBS.~~

~~(Back to Index)~~

The following table summarizes our CMBS investments earning coupon interest at ~~floating rates~~fixed-rates or ~~fixed rates~~floating-rates at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 (dollars in thousands, except amounts in the footnote):

Face Value

Amortized Cost

Fair Value

Coupon Rates
At June 30, 2019:

CMBS, fixed rate ⁽¹⁾

$
186,654

$
118,753

$
123,848

2.88% - 8.48%
CMBS, floating rate

321,359

321,341

321,816

4.30% - 6.42%
Total

$
508,013

$
440,094

$
445,664

At December 31, 2018:

CMBS, fixed rate ⁽¹⁾

$
190,601

$
121,487

$
119,739

2.88% - 8.48%
CMBS, floating rate

301,254

301,132

299,259

4.25% - 6.48%
Total

$
491,855

$
422,619

$
418,998

	Face Value		Amortized Cost		Fair Value		Coupon Rates
At June 30, 2020:
CMBS, fixed-rate ⁽¹⁾	$	51,076	$	2,351	$	2,245	4.33%
At December 31, 2019:
CMBS, fixed-rate ⁽¹⁾	$	199,701	$	132,235	$	138,039	2.88% - 8.48%
CMBS, floating-rate		382,439		382,659		382,675	3.60% - 5.70%
Total	$	582,140	$	514,894	$	520,714

(1)	Face value includes $25.9 million, with a total cost basis of $106,000, of CMBS that have been subject to other-than-temporarily-impairment charges at June 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

Investment in unconsolidated entities. ~~The following table shows our~~ Our investments in unconsolidated entities at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 comprised a 100% interest in the common shares of Resource Capital Trust I (“RCT I”) and ~~equity~~RCC Trust II (“RCT II”), respectively, with a value of $1.5 million in ~~earnings (losses)~~the aggregate, or 3.0% of each trust. We record our investments in RCT I and RCT II’s common shares as investments in unconsolidated entities ~~for~~using the cost method, recording dividend income when declared by RCT I and RCT II. During the three and six months ended June 30, 2020, we recorded dividends from the investments in RCT I and RCT II’s common shares, reported in other revenue on the consolidated statement of operations, of $20,000 and $43,000, respectively. During the three and six months ended June 30, 2019, the dividends were $26,000 and ~~2018 (dollars in thousands, except amount in the footnotes):~~$52,000, respectively.

~~(1)~~

~~During the six months ended June 30, 2018, we received distributions of $10.2 million on our investment in Pelium Capital Partners, L.P. ("Pelium Capital").~~

~~(2)~~

During the three and six months ended June 30, 2019 and 2018, dividends from the investments in Resource Capital Trust I and RCC Trust II's common shares are recorded in other revenue. See Note 9 for the disclosures on the associated unsecured junior subordinated debentures.

~~In 2018, Pelium Capital and RCM Global LLC were fully liquidated.~~

~~(Back to Index)~~

Financing Receivables

The following tables show the activity in the allowance for ~~loan~~credit losses for the six months ended June 30, ~~2019~~2020 and year ended December 31, ~~2018 and the allowance for loan losses and recorded investments in loans at June 30,~~ 2019 ~~and December 31, 2018~~ (in thousands, except amount in the footnotes):

	Six Months Ended June 30, 2020		Year Ended December 31, 2019
	CRE Loans		CRE Loans ⁽¹⁾
Allowance for credit losses:
Allowance for credit losses at beginning of period	$	1,460	$	1,401
Adoption of the new accounting guidance		3,032		—
Provision for credit losses ⁽²⁾		56,599		59
Allowance for credit losses at end of period	$	61,091	$	1,460

(1)	The Company’s mezzanine loan and preferred equity investments were evaluated individually for impairment during the year ended December 31, 2019 and were determined to have no evidence of impairment.

(2)	Excludes the recovery of ~~loan~~credit losses on one bank loan with no amortized cost or carrying value at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 that received a payment of approximately $1,000 during the ~~six months~~year ended ~~June 30,~~December 31, 2019.

The COVID-19 pandemic had a significant impact on the losses assumed in our CECL computations at June 30, 2020. CECL losses in the CRE loan portfolio were negatively impacted by higher expected unemployment and increased volatility in CRE asset pricing and liquidity.

In June 2020, we sold one CRE whole loan note for $17.4 million, of which $836,000 was received in July 2020, which resulted in a realized loss of $1.0 million recorded in the provision for credit losses during the three and six months ended June 30, 2020.

~~(1)~~

~~Our mezzanine loan and preferred equity investments are evaluated individually for impairment.~~

Credit quality indicators

Commercial Real Estate Loans

CRE loans are collateralized by a diversified mix of real estate properties and are assessed for credit quality based on the collective evaluation of several factors, including but not limited to: collateral performance relative to underwritten plan, time since origination, current implied and/or reunderwritten loan-to-collateral value (“LTV”) ratios, loan structure and exit plan. Depending on the ~~loan's~~loan’s performance against these various factors, loans are rated on a scale from 1 to 5, with loans rated 1 representing loans with the highest credit quality and loans rated 5 representing loans with the lowest credit quality. The factors evaluated provide general criteria to monitor credit migration in our loan portfolio; as such, a ~~loan's~~loan’s rating may improve or worsen, depending on new information received.

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5654

(Back to Index)


Risk Rating		Risk Characteristics

1		• Property performance has surpassed underwritten expectations.
		• Occupancy is stabilized, the property has had a history of consistently high occupancy, and the property has a diverse and high quality tenant mix.

2		• Property performance is consistent with underwritten expectations and covenants and performance criteria are being met or exceeded.
		• Occupancy is stabilized, near stabilized or is on track with underwriting.

3		• Property performance lags behind underwritten expectations.
		• Occupancy is not stabilized and the property has some tenancy rollover.

4		• Property performance significantly lags behind underwritten expectations. Performance criteria and loan covenants have required occasional waivers.
		• Occupancy is not stabilized and the property has a large amount of tenancy rollover.

5		• Property performance is significantly worse than underwritten expectations. The loan is not in compliance with loan covenants and performance criteria and may be in default. Expected sale proceeds would not be sufficient to pay off the loan at maturity.
		• The property has a material vacancy rate and significant rollover of remaining tenants.
		• An updated appraisal is required upon designation and updated on an as-needed basis.

All CRE loans are evaluated for any credit deterioration by debt asset management and certain finance personnel on at least a quarterly basis. Mezzanine loans and preferred equity investments may experience greater credit risks due to their nature as subordinated investments.

~~Whole~~For the purpose of calculating the quarterly provision for credit losses under CECL, we pool CRE loans ~~are~~based on the underlying collateral property type and utilize a probability of default and loss given default methodology for approximately one year after which we immediately revert to a historical mean loss ratio. In order to calculate the historical mean loss ratio, we utilize our full, 13 year underwriting history in the determination of historical losses, along with the market loss history from a selected population from an engaged third-party provider’s database that were similar to our loan types, loan sizes, durations, interest rate structure and general LTV profiles.

Prior to the implementation of CECL, whole loans were first individually evaluated for impairment; and to the extent not deemed impaired, a general reserve iswas established.

The allowance for ~~loan~~credit loss iswas computed as (i) 1.5% of the aggregate face values of loans rated as a 3, plus (ii) 5.0% of the aggregate face values of loans rated as a 4, plus (iii) specific allowances measured and determined on loans individually evaluated, which ~~are~~were loans rated as a 5. While the overall risk rating iswas generally not the sole factor used in determining whether a loan iswas impaired, a loan with a higher overall risk rating would tend to have more adverse indicators of impairment, and therefore would be more likely to experience a credit loss.

~~Our mezzanine loan and preferred equity investments are evaluated individually for impairment.~~

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5755

(Back to Index)

Credit risk profiles of CRE loans at amortized cost and legacy CRE loans held for sale at the lower of cost or fair value were as follows (in thousands, except amounts in footnotes):

	Rating 1		Rating 2		Rating 3		Rating 4		Rating 5		Total ⁽¹⁾
At June 30, 2020:
Whole loans, floating-rate	$	—	$	790,863	$	533,582	$	370,610	$	39,212	$	1,734,267
Mezzanine loan		—		4,700		—		—		—		4,700
Preferred equity investments		—		6,086		20,827		—		—		26,913
Total	$	—	$	801,649	$	554,409	$	370,610	$	39,212	$	1,765,880

At December 31, 2019:
Whole loans, floating-rate	$	—	$	1,660,274	$	96,475	$	3,848	$	—	$	1,760,597
Mezzanine loan ⁽²⁾		—		4,700		—		—		—		4,700
Preferred equity investments ⁽²⁾		—		26,148		—		—		—		26,148
Total	$	—	$	1,691,122	$	96,475	$	3,848	$	—	$	1,791,445

(1)	~~Includes one whole loan, with an~~The total amortized cost of $11.5 million, which was in maturity default at June 30, 2019 and December 31, 2018. The loan is performing with respect to debt service due in accordance with a forbearance agreement at June 30, 2019 and December 31, 2018.

~~(2)~~

~~(3)~~(2)

Our mezzanine loan and preferred equity investments are evaluated individually for ~~impairment.~~impairment at December 31, 2019.

AtCredit risk profiles of CRE loans by origination year at amortized cost were as follows (in thousands):

	2020		2019		2018		2017		2016		Prior		Total ⁽¹⁾
At June 30, 2020:
Whole loans, floating-rate: ⁽²⁾
Rating 2	$	136,069	$	346,818	$	254,314	$	53,662	$	—	$	—	$	790,863
Rating 3		42,665		281,099		161,481		48,337		—		—		533,582
Rating 4		—		67,635		210,172		66,113		—		26,690		370,610
Rating 5		—		—		—		36,916		—		2,296		39,212
Total whole loans, floating-rate		178,734		695,552		625,967		205,028		—		28,986		1,734,267
Mezzanine loan (rating 2)		—		—		4,700		—		—		—		4,700
Preferred equity investments:
Rating 2		—		6,086		—		—		—		—		6,086
Rating 3		—		—		20,827		—		—		—		20,827
Total preferred equity investments		—		6,086		20,827		—		—		—		26,913
Total	$	178,734	$	701,638	$	651,494	$	205,028	$	—	$	28,986	$	1,765,880

	2019		2018		2017		2016		2015		Prior		Total ⁽¹⁾
At December 31, 2019:
Whole loans, floating-rate: ⁽²⁾
Rating 2	$	669,947	$	776,078	$	202,577	$	—	$	—	$	11,672	$	1,660,274
Rating 3		21,593		—		37,008		—		17,471		20,403		96,475
Rating 4		—		—		—		—		3,848		—		3,848
Total whole loans, floating-rate		691,540		776,078		239,585		—		21,319		32,075		1,760,597
Mezzanine loan (rating 2)		—		4,700		—		—		—		—		4,700
Preferred equity investments (rating 2)		5,741		20,407		—		—		—		—		26,148
Total	$	697,281	$	801,185	$	239,585	$	—	$	21,319	$	32,075	$	1,791,445

(1)	The total amortized cost of CRE loans excluded accrued interest receivable of $7.9 million and $6.7 million at June 30, 2020 and December 31, 2019, respectively.

(2)	Acquired CRE whole loans are grouped within each loan’s year of issuance.

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In November 2019, ~~and December 31, 2018,~~ we ~~had one~~foreclosed on our remaining legacy CRE ~~loan and one mezzanine~~ loan included in assets held for sale ~~with~~and obtained ownership of the underlying property, which remains classified as an asset held for sale on the consolidated balance sheets recorded at the lower of cost or fair market value. In April 2020, we received a $13.5 million offer for the sale of the asset held for sale. Net of approximately $300,000 of estimated costs to sell, the asset was valued at $13.2 million. An appraisal was received on the property in February 2020 and concluded its fair value, less estimated costs to sell, was $16.5 million, the effect of which was recorded as of December 31, 2019. At June 30, 2020 and December 31, 2019, the CRE asset held for sale had total carrying values of ~~$16.1~~$13.2 million and ~~$17.0~~$16.5 million, ~~respectively, comprising total amortized cost bases of $22.2 million~~respectively.

During the three and ~~$21.7 million, respectively, less accumulated lower of cost or market charges of $6.1 million and $4.7 million, respectively. The mezzanine loan held for sale had no fair value at~~six months ended June 30, ~~2019 and December 31, 2018.~~

~~Our remaining legacy CRE loan held for sale~~2020, we incurred fair value adjustments on the remaining CRE asset held for sale to reduce the carrying value of $952,000 and $4.7 million, respectively, which included protective advances to cover borrower operating losses of $927,000 and $1.4 million, respectively. We incurred fair value adjustments of $1.3 million during the three months ended June 30, 2019 and $1.4 million, which included protective advances to cover borrower operating losses of $102,000, during the six months ended June 30, 2019. The adjustments ~~comprised~~for the six months ended June 30, 2020 included a ~~$1.3~~$3.3 million fair value charge in connection with the updated appraised value.

At June 30, 2020 and December 31, 2019, we had one mezzanine loan included in assets held for sale that had no fair ~~value based on the average of three June 2019 brokers' opinion of value that were taken into account equally along with the latest appraisal received in February 2019.~~ value.

During the three and six months ended June 30, ~~2018,~~2020, we ~~incurred fair value adjustments~~recorded provisions of $40.5 million and $56.6 million, respectively, primarily attributable to ~~reduce~~ the ~~carrying value~~increase of ~~$4.7 million, which included protective advances to cover borrower operating~~expected credit losses, ~~of $172,000. No fair value adjustments were incurred during~~estimated using our CECL model, in connection with adverse market conditions caused by the three months ended June 30, 2018. The adjustments for the six months ended June 30, 2018 were calculated based on updated appraisals, less estimated costs for repairs to be performed on the collateral, and were reserved against the funded protective advances. The loan is currently in default.

COVID-19 pandemic. During the three and six months ended June 30, 2019, we recorded ~~increases in the~~a general ~~reserve~~provision of $170,000 and $1.0 million, respectively, using the previous incurred losses methodology, primarily attributable to one and five loans, respectively, which migrated from a rating of 2 to a rating of 3, in which performance lagged behind underwritten expectations. During the six months ended June 30, 2018, we recorded a decrease in the general reserve of approximately $799,000, primarily attributable to one loan rated as a 3 that repaid and one loan, which migrated from a rating of 3 to a rating of 2, in which performance improved to within underwritten expectations. There was no change in the general reserve during the three months ended June 30, 2018.

~~(Back to Index)~~

Loan Portfolios Aging Analysis

	30-59 Days		60-89 Days		Greater than 90 Days ⁽¹⁾⁽²⁾		Total Past Due		Current		Total Loans Receivable		Total Loans > 90 Days and Accruing ⁽¹⁾		30-59 Days ⁽²⁾		60-89 Days		Greater than 90 Days ⁽¹⁾		Total Past Due		Current		Total Loans Receivable ⁽³⁾		Total Loans > 90 Days and Accruing ⁽¹⁾
At June 30, 2019:
Whole loans	$	—	$	—	$	11,516	$	11,516	$	1,909,463	$	1,920,979	$	11,516
At June 30, 2020:
Whole loans, floating-rate															$	8,400	$	—	$	11,516	$	19,916	$	1,714,351	$	1,734,267	$	11,516
Mezzanine loan		—		—		—		—		4,700		4,700		—		—		—		—		—		4,700		4,700		—
Preferred equity investments		—		—		—		—		25,410		25,410		—		—		—		—		—		26,913		26,913		—
Legacy CRE loans held for sale		—		—		16,082		16,082		—		16,082		—
Total	$	—	$	—	$	27,598	$	27,598	$	1,939,573	$	1,967,171	$	11,516	$	8,400	$	—	$	11,516	$	19,916	$	1,745,964	$	1,765,880	$	11,516

At December 31, 2018:
Whole loans	$	—	$	—	$	11,516	$	11,516	$	1,517,597	$	1,529,113	$	11,516
At December 31, 2019:
Whole loans, floating-rate															$	—	$	—	$	11,503	$	11,503	$	1,749,094	$	1,760,597	$	11,503
Mezzanine loan		—		—		—		—		4,700		4,700		—		—		—		—		—		4,700		4,700		—
Preferred equity investment		—		—		—		—		19,555		19,555		—		—		—		—		—		26,148		26,148		—
Legacy CRE loans held for sale		—		—		17,000		17,000		—		17,000		—
Total	$	—	$	—	$	28,516	$	28,516	$	1,541,852	$	1,570,368	$	11,516	$	—	$	—	$	11,503	$	11,503	$	1,779,942	$	1,791,445	$	11,503

(1)

Includes one whole loan, with an amortized cost of $11.5 million, ~~which was~~ in ~~maturity~~ default at June 30, ~~2019~~2020 and December 31, ~~2018.~~2019. The loan iswas performing ~~with respect to debt service due~~ in accordance with a forbearance agreement, atwhich expired in June 2020. During the three and six months ended June 30, ~~2019~~2020, we recognized interest income of $156,000 and ~~December 31, 2018.~~$315,000, respectively, on this whole loan. During the three and six months ended June 30, 2019, we recognized interest income of ~~$165,000~~$183,000 and ~~$330,000, respectively, on this whole loan. During the three and six months ended June 30, 2018, we recognized interest income of $152,000 and $302,000,~~$417,000, respectively, on this whole loan.

(2)	Includes one ~~legacy CRE~~whole loan, ~~that was~~with an amortized cost of $8.4 million, in default ~~with a~~at June 30, 2020.

(3)	The total ~~carrying value~~amortized cost of ~~$16.1~~CRE loans excluded accrued interest receivable of $7.9 million and ~~$17.0~~$6.7 million at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

~~Impaired Loans~~

~~We did not have any impaired loans at June 30, 2019 and December 31, 2018.~~

Troubled-Debt Restructurings ~~("TDRs"~~(“TDRs”)

The following table summarizes the TDRs in the Company’s loan portfolio (dollars in thousands):

	Six Months Ended June 30, 2020
	Number of Loans		Pre-Modification Outstanding Recorded Balance		Post-Modification Outstanding Recorded Balance
CRE whole loans		1	$	36,982	$	36,982

There ~~were no TDRs~~was one TDR for the six months ended June 30, ~~2019~~2019.

(Back to Index)

During the quarter ended June 30, 2020, we entered into five extension agreements that had a weighted average remaining period of one year and ~~2018.~~eight forbearance agreements that had a weighted average remaining period of 10 months. We executed these short-term forbearance agreements and extensions on 11 CRE whole loans to provide payment timing relief to affected borrowers.

Restricted Cash

At June 30, ~~2019,~~2020, we had restricted cash of ~~$14.1~~$12.9 million, which consisted of ~~$6.1~~$12.6 million of restricted cash held within ~~five~~four of our six consolidated securitization entities, ~~$8.0 million~~$317,000 held as margin and ~~$43,000~~$33,000 held in various reserve accounts. At December 31, ~~2018,~~2019, we had restricted cash of ~~$12.7~~$14.5 million, which consisted of ~~$6.2~~$13.9 million of restricted cash ~~within four of our six consolidated securitization entities, $6.4 million~~ held as margin, $532,000 held within three of our five consolidated securitizations and ~~$21,000~~$22,000 held in various reserve accounts. The ~~increase~~decrease of ~~$1.4~~$1.6 million was primarily attributable to cash ~~held~~paid for settlements on our CMBS portfolio.

In April 2020, we repaid all of our outstanding obligations related to our CMBS - short-term repurchase agreements as discussed in ~~our CRE securitizations from principal repayments and, to a lesser extent, an increase due to initial~~“Overview.” In conjunction with that repayment, we used $46.9 million of posted margin ~~requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 on interest rates swaps, offset by future funding acquisitions by our CRE securitizations.~~that was classified as restricted cash.

Accrued Interest Receivable

The following table summarizes our accrued interest receivable at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 (in thousands):

	June 30, 2019		December 31, 2018		Net Change			June 30, 2020		December 31, 2019		Net Change
Accrued interest receivable from loans	$	7,992	$	6,974	$	1,018		$	7,927	$	6,746	$	1,181
Accrued interest receivable from securities		1,047		1,156		(109	)		147		1,133		(986	)
Accrued interest receivable from escrow, sweep and reserve accounts		116		68		48			202		163		39
Total	$	9,155	$	8,198	$	957		$	8,276	$	8,042	$	234

The ~~$957,000~~ increase of $234,000 in accrued interest receivable was primarily attributable to ~~new loan production, including~~ the ~~acquisition~~increase of ~~a portfolio~~$1.2 million in accrued interest receivable from loans, which was primarily due to loans that have entered into forbearance agreements, offset by the decrease of ~~CRE loans~~$986,000 in accrued interest receivable from ~~an affiliate~~securities due to the disposition of our ~~Manager, partially offset by loan payoffs~~CMBS portfolio during the six months ended June 30, ~~2019.~~2020.

~~(Back to Index)~~

Other Assets

The following table summarizes our other assets at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 (in thousands):

	June 30, 2019		December 31, 2018		Net Change			June 30, 2020		December 31, 2019		Net Change
CRE fixed-rate whole loans, held for sale								$	4,830	$	—	$	4,830
Tax receivables and prepaid taxes	$	2,687	$	3,219	$	(532	)		2,311		2,250		61
Other prepaid expenses		1,036		361		675			1,759		835		924
Other receivables		170		261		(91	)		1,077		116		961
Fixed assets - non real estate		105		108		(3	)		67		89		(22	)
Direct financing leases		66		66		—
Total	$	4,064	$	4,015	$	49		$	10,044	$	3,290	$	6,754

The ~~$49,000~~ increase of $6.8 million in other assets was primarily attributable to the origination of two fixed-rate CRE whole loans during the six months ended June 30, 2020 with a ~~$675,000~~total carrying value of $4.8 million at June 30, 2020. The increase in other assets was also attributable to a $924,000 increase in other prepaid expenses, resulting from the March ~~2019~~2020 payment of ~~$1.1~~$1.2 million offor D&O insurance for the ensuing ~~year. The~~year, and to a $961,000 increase in other receivables, resulting from the sale of one CRE whole loan note in June 2020, for which $836,000 was ~~partially offset by a $532,000 decrease~~received in ~~tax receivables and prepaid taxes, due~~July 2020.

(Back to ~~tax refunds of approximately $472,000 received during the six months ended June 30, 2019.~~Index)

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Core and Non-Core Asset Classes

Our investment strategy targets the following core asset class:


Core Asset Class		Principal Investments
Commercial real estate-related assets		• First mortgage loans, which we refer to as whole loans;
		• First priority interests in first mortgage loans, which we refer to as A notes;
		• Subordinated interests in first mortgage loans, which we refer to as B notes;
		• Mezzanine debt related to CRE that is senior to the ~~borrower's~~borrower’s equity position but subordinated to other third-party debt;
		• Preferred equity investments related to CRE that are subordinate to first mortgage loans and are not collateralized by the property underlying the investment;
		• CMBS; and
		• CRE equity investments.

~~As we discussed in the "Overview" section, in~~In November 2016, our Board approved the Plan to focus our strategy on CRE debt investments. The Plan contemplated disposing of certain legacy CRE debt investments, exiting underperforming non-core asset classes and businesses and maintaining a dividend policy based on sustainable earnings. Legacy CRE loans are loans underwritten prior to 2010. The non-core asset classes in which we have historically invested are described below:


Non-Core Asset Classes		Principal Investments
Residential real estate-related assets		• Residential mortgage loans; and
		• Residential mortgage-backed securities, which comprise our available-for-sale portfolio.

Commercial finance assets		• Middle market secured corporate loans and preferred equity investments;
		• ~~ABS,~~Asset-backed securities, backed by senior secured corporate loans;
		• Debt tranches of collateralized debt obligations, which we refer to as CDOs, and collateralized loan obligations, respectively, and sometimes, collectively, as CDOs;
		• Structured note investments, which comprise our trading securities portfolio;
		• Syndicated corporate loans; and
		• Preferred equity investment in a commercial leasing enterprise that originates and holds small- and middle-ticket commercial direct financing leases and notes.

~~(Back to Index)~~

The table below summarizes the amortized costs and net carrying amounts of our core and non-core investments at June 30, 2019, classified by asset type (in thousands, except percentages and amounts in footnotes):

At June 30, 2019

Amortized Cost

Net Carrying Amount

Percent of Portfolio

Weighted Average Coupon

Core Assets:

CRE whole loans ⁽¹⁾⁽²⁾

$
1,909,463

$
1,906,866

79.11
%

6.19%

CRE mezzanine loan and preferred equity investments ⁽²⁾

30,110

30,110

1.25
%

11.18%

CMBS, fixed rate ⁽³⁾

118,753

123,848

5.14
%

4.10%

CMBS, floating rate ⁽³⁾

321,341

321,816

13.35
%

5.09%

Total Core Assets

2,379,667

2,382,640

98.85
%

Non-Core Assets:

Structured notes ⁽⁴⁾

1,000

—

—
%

N/A ⁽⁷⁾

Direct financing leases ⁽⁴⁾

801

66

—
%

N/A ⁽⁷⁾

Legacy CRE loans ⁽⁵⁾⁽⁶⁾

33,666

27,598

1.15
%

1.66%

Total Non-Core Assets

35,467

27,664

1.15
%

Total Core and Non-Core Assets

$
2,415,134

$
2,410,304

100.00
%

~~(1)~~

~~Net carrying amount includes an allowance for loan losses of $2.6 million at June 30, 2019.~~

~~(2)~~

~~Classified as CRE loans on the consolidated balance sheet.~~

~~(3)~~

~~Classified as investment securities available-for-sale on the consolidated balance sheet.~~

~~(4)~~

~~Classified as other assets on the consolidated balance sheet.~~

~~(5)~~

~~Includes one legacy CRE loan with an amortized cost of $11.5 million classified as a CRE loan on the consolidated balance sheet as we intend to hold this loan to maturity.~~

~~(6)~~

~~Net carrying amount includes a lower of cost or market value adjustment of $6.1 million at June 30, 2019.~~

~~(7)~~

~~There are no stated rates associated with these investments.~~

~~Assets and Liabilities Held for Sale~~

~~Hedging~~Derivative Instruments

A significant market risk to us is interest rate risk. 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. Changes in the general level of interest rates can affect net interest income, which is the difference between the interest income earned on interest-earning assets and the interest expense incurred in connection with the interest-bearing liabilities, by affecting the spread between the interest-earning assets and interest-bearing liabilities. Changes in the level of interest rates also can affect the value of our interest-earning assets and our ability to realize gains from the sale of these assets. A decline in the value of our interest-earning assets pledged as collateral for borrowings could result in the counterparties demanding additional collateral pledges or liquidation of some of the existing collateral to reduce borrowing levels.

~~We seek~~Historically, we have sought to manage the extent to which net income changes as a result of fluctuation of changes in interest rates by matching adjustable-rate assets with variable-rate borrowings. We ~~seek~~have sought to mitigate the potential impact on net income (loss) of adverse fluctuations in interest rates incurred on our borrowings by entering into hedging agreements.

~~We classify~~Historically, we have classified our interest rate hedges as cash flow hedges, which are hedges that eliminate the risk of changes in the cash flows of a financial asset or liability. We ~~record~~recorded changes in fair value of derivatives designated and effective as cash flow hedges in accumulated other comprehensive (loss) income, ~~(loss),~~ and ~~record~~recorded changes in fair value of derivatives designated and ineffective as cash flow hedges in earnings.

We also are exposed to market pricing risks in connection with our fixed-rate CRE whole loans. The increase or decrease of market interest rates cause the fair value of the fixed-rate CRE whole loans to decrease or increase. In order to mitigate this market price risk, we may enter into interest rate swap contracts in which we pay a fixed rate of interest in exchange for a variable rate benchmark, usually three-month LIBOR. Unrealized gains and losses on the value of these swap contracts are recorded in other expenses on the consolidated statements of operations.

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6159

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The following tables present the fair value of our derivative financial instruments at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 on our consolidated balance sheets and the related effect of derivative instruments on ~~the~~our consolidated statements of operations for the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:

Fair Value of Derivative Instruments ~~(in~~(in thousands)

	Liability Derivatives
At June 30, 2020	Notional Amount		Consolidated Balance Sheets Location	Fair Value
Interest rate swap contracts	$	4,030	Derivatives, at fair value	$	77
Interest rate swap contracts, hedging	$	—	Accumulated other comprehensive (loss) income	$	(10,911	)

Asset Derivatives

At December 31, 2018

Notional Amount

Consolidated Balance Sheets Location

Fair Value

At December 31, 2019

Notional Amount

Consolidated Balance Sheets Location

Fair Value

Interest rate swap contracts, hedging ⁽¹⁾

31,725

Derivatives, at fair value

985

2,630

Derivatives, at fair value

	Liability Derivatives					Liability Derivatives
	Notional Amount		Consolidated Balance Sheets Location	Fair Value		Notional Amount		Consolidated Balance Sheets Location	Fair Value
Interest rate swap contracts, hedging ⁽¹⁾	$	49,326	Derivatives, at fair value	$	1,043	$	87,551	Derivatives, at fair value	$	4,558
Interest rate swap contracts, hedging	$	81,051	Accumulated other comprehensive income (loss)	$	563	$	90,181	Accumulated other comprehensive (loss) income	$	(3,999	)

(1)	Interest rate swap contracts are accounted for as cash flow hedges.

The Effect of Derivative Instruments on the Consolidated Statements of Operations (in thousands)

Derivatives

Six Months Ended June 30, 2019

Consolidated Statements of Operations Location

Realized and Unrealized

Gain (Loss)

Six Months Ended June 30, 2020

Consolidated Statements of Operations Location

Realized and Unrealized

Gain (Loss) ⁽¹⁾

Interest rate swap contracts

Other (expense) income

(79

)

Interest rate swap contracts, hedging

Interest expense

(629

)

Derivatives

Six Months Ended June 30, 2018

Consolidated Statements of Operations Location

Realized and Unrealized

Gain (Loss)

Six Months Ended June 30, 2019

Consolidated Statements of Operations Location

Realized and Unrealized

Gain (Loss)

Interest rate swap contracts, hedging

Interest expense

(80

)

Interest expense

(1)	Negative values indicate a decrease to the associated consolidated statement of operations line items.

In April 2020, we terminated all of our interest rate hedges, which had unrealized losses of $11.8 million recorded in accumulated other comprehensive (loss) income at the time of termination. The losses will be amortized into earnings over the remaining lives of the underlying contracts.

At June 30, ~~2019,~~2020, we had 184 swap contracts outstanding in order to ~~hedge against adverse rate movements~~mitigate the market price risk on our ~~one-month LIBOR borrowings.~~fixed-rate CRE whole loans. Our interest rate ~~hedges~~swaps at June 30, ~~2019~~2020 were as follows (dollars in thousands):

	Benchmark Rate	Notional Value		Strike Rate			Effective Date	Maturity Date	Fair Value			Benchmark Rate	Notional Value		Strike Rate			Effective Date	Maturity Date	Fair Value
Interest rate swap	One-month LIBOR	$	3,010		2.02	%	6/18/2017	1/18/2026	$	(62	)	Three-month LIBOR	$	260		0.64	%	3/16/2020	3/16/2025	$	(4	)
Interest rate swap	One-month LIBOR		3,640		2.15	%	8/18/2017	3/18/2027		(108	)	Three-month LIBOR		1,525		0.80	%	3/16/2020	3/16/2030		(26	)
Interest rate swap	One-month LIBOR		4,025		2.09	%	8/18/2017	10/18/2026		(104	)	Three-month LIBOR		520		0.68	%	3/16/2020	3/16/2025		(9	)
Interest rate swap	One-month LIBOR		13,550		2.09	%	10/18/2017	9/18/2027		(349	)	Three-month LIBOR		1,725		0.86	%	3/16/2020	3/16/2030		(38	)
Interest rate swap	One-month LIBOR		7,500		2.20	%	10/18/2017	9/18/2027		(255	)
Interest rate swap	One-month LIBOR		2,820		2.77	%	3/18/2018	3/18/2028		(229	)
Interest rate swap	One-month LIBOR		2,571		2.86	%	5/18/2018	3/18/2028		(228	)
Interest rate swap	One-month LIBOR		3,720		2.86	%	5/18/2018	11/18/2025		(269	)
Interest rate swap	One-month LIBOR		7,325		2.80	%	7/18/2018	1/18/2026		(509	)
Interest rate swap	One-month LIBOR		4,300		2.80	%	7/18/2018	1/18/2026		(299	)
Interest rate swap	One-month LIBOR		2,300		2.85	%	7/18/2018	2/18/2027		(186	)
Interest rate swap	One-month LIBOR		4,020		2.76	%	7/18/2018	7/18/2026		(284	)
Interest rate swap	One-month LIBOR		4,020		2.76	%	7/18/2018	7/18/2026		(285	)
Interest rate swap	One-month LIBOR		4,420		2.89	%	8/18/2018	7/18/2028		(414	)
Interest rate swap	One-month LIBOR		7,330		2.85	%	8/18/2018	12/18/2026		(585	)
Interest rate swap	One-month LIBOR		6,500		2.72	%	9/18/2018	7/18/2022		(217	)
Interest rate swap	One-month LIBOR		4,770		2.17	%	5/18/2019	7/18/2022		(81	)
Interest rate swap	One-month LIBOR		1,730		1.87	%	7/18/2019	6/18/2029		(6	)
Total interest rate swaps		$	87,551						$	(4,470	)
Total													$	4,030						$	(77	)

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6260

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Senior Secured Financing Facility, Term Warehouse Financing Facilities and Repurchase ~~and Credit Facilities~~Agreements

Borrowings under our senior secured financing facility, term warehouse financing facilities and repurchase agreements are guaranteed by us or one or more of our subsidiaries. The following table sets forth certain information with respect to our term warehouse financing facilities and repurchase agreements (dollars in thousands, except amounts in footnotes):

	June 30, 2019									December 31, 2018									June 30, 2020									December 31, 2019
	Outstanding Borrowings ⁽¹⁾		Value of Collateral		Number of Positions as Collateral		Weighted Average Interest Rate			Outstanding Borrowings ⁽¹⁾		Value of Collateral		Number of Positions as Collateral		Weighted Average Interest Rate			Outstanding Borrowings ⁽¹⁾		Value of Collateral		Number of Positions as Collateral		Weighted Average Interest Rate			Outstanding Borrowings ⁽¹⁾		Value of Collateral		Number of Positions as Collateral		Weighted Average Interest Rate
CRE - Term Repurchase Facilities
CRE - Term Warehouse Financing Facilities
Wells Fargo Bank, N.A. ⁽²⁾	$	247,517	$	335,812		32		4.37	%	$	154,478	$	226,530		13		4.33	%	$	110,991	$	163,807		23		2.43	%	$	225,217	$	291,903		28		3.70	%
Morgan Stanley Bank, N.A. ⁽³⁾		37,137		62,665		3		5.03	%		37,113		62,457		3		5.09	%
Barclays Bank PLC ⁽⁴⁾		65,628		84,209		8		4.59	%		240,416		308,389		11		4.51	%
JPMorgan Chase Bank, N.A. ⁽⁵⁾		46,810		61,988		3		4.22	%		75,440		98,839		5		4.30	%

Trust Certificates - Term Repurchase Facilities
RSO Repo SPE Trust 2017 ⁽⁶⁾		41,903		113,453		2		6.34	%		47,172		118,780		2		6.41	%
Barclays Bank PLC ⁽³⁾																				99,459		153,126		13		2.56	%		111,881		145,035		14		3.99	%
JPMorgan Chase Bank, N.A. ⁽⁴⁾																				21,314		31,160		3		2.38	%		207,807		268,283		17		3.56	%

CMBS - Short-Term Repurchase Agreements
Deutsche Bank Securities Inc.																				—		—		—		—	%		37,141		57,331		6		3.13	%
JP Morgan Securities LLC																				—		—		—		—	%		33,703		42,075		13		2.87	%
Barclays Capital Inc.																				—		—		—		—	%		87,643		112,939		7		2.82	%
RBC Capital Markets, LLC		216,167		276,512		30		3.55	%		246,476		313,644		33		3.64	%		—		—		—		—	%		34,829		47,081		5		2.96	%
JP Morgan Securities LLC		89,560		118,345		18		3.57	%		42,040		73,066		13		3.57	%
Deutsche Bank Securities Inc.		22,670		42,874		5		3.75	%		7,305		9,158		5		3.98	%
RBC (Barbados) Trading Bank Corporation																				—		—		—		—	%		181,584		224,972		30		2.82	%
Total	$	767,392	$	1,095,858						$	850,440	$	1,210,863						$	231,764	$	348,093						$	919,805	$	1,189,619

(1)	Outstanding borrowings include accrued interest payable.

(2)	Includes ~~$1.1 million~~$88,000 and ~~$1.6~~$607,000 of deferred debt issuance costs at June 30, 2020 and December 31, 2019, respectively.

(3)	Includes $497,000 and $817,000 of deferred debt issuance costs at June 30, 2020 and December 31, 2019, respectively.

(4)	Includes $937,000 and $1.3 million of deferred debt issuance costs at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

~~(3)~~

~~Includes $137,000 and $167,000 of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively.~~

~~(4)~~

~~Includes $1.1 million and $1.5 million of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively.~~

~~(5)~~

~~Includes $1.6 million and $2.0 million of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively.~~

~~(6)~~

~~Includes $146,000 and $204,000 of deferred debt issuance costs at June 30, 2019 and December 31, 2018, respectively.~~

Senior Secured Financing Facility

On July 31, 2020, our indirect, wholly owned subsidiary (“Holdings”), along with its direct wholly owned subsidiary (the “Borrower”), entered into a $250.0 million Loan and Servicing Agreement (the “MassMutual Loan Agreement”) with MassMutual and the other lenders party thereto (the “Lenders”). The asset-based revolving loan facility (the “MassMutual Facility”) provided under the MassMutual Loan Agreement will be used to finance our core CRE lending business and is not subject to mark-to-market adjustments. The MassMutual Facility has an advance rate of 55% and an interest rate of 5.75% per annum payable monthly. The MassMutual Facility matures on July 31, 2027 if the Borrower obtains a rating for the MassMutual Facility of BBB or higher by October 31, 2020. If such rating is not obtained by October 31, 2020, then the MassMutual Facility matures on December 1, 2020. We ~~were in compliance with all financial covenants in each~~paid a commitment fee as well as other reasonable closing costs. The loans under the MassMutual Facility are available for drawing during the first two years of the ~~respective agreements at June 30, 2019~~MassMutual Facility (the “Availability Period”). During the Availability Period, an unused commitment fee of 0.50% per annum (payable monthly) on unused commitments under the MassMutual Loan Agreement is payable for each day on which less than 75% of the total commitment is drawn.

Pursuant to the MassMutual Loan Agreement, the Borrower’s obligations under the MassMutual Loan Agreement are secured by the Borrower’s assets and ~~December 31, 2018.~~Holdings’ equity interests in the Borrower, including all distributions, proceeds and profits from Holdings’ interests in the Borrower.

In connection with the MassMutual Loan Agreement, we entered into a Guaranty (the “MassMutual Guaranty”) among ourselves, Exantas Real Estate Funding 2018-RSO6 Investor, LLC (“RSO6”), Exantas Real Estate Funding 2019-RSO7 Investor, LLC (“RSO7”), and Exantas Real Estate Funding 2020-RSO8 Investor, LLC (collectively with RSO6 and RSO7, the “Additional Subsidiaries”), each our indirect, wholly owned subsidiary, in favor of the secured parties under the MassMutual Loan Agreement. Pursuant to the MassMutual Guaranty, we fully guaranteed all payments and performance of Holdings and the Borrower under the MassMutual Loan Agreement. Additionally, the Additional Subsidiaries and us made certain representations and warranties and agreed to not incur debt or liens, each subject to certain exceptions, and agreed to provide the Lenders with certain information.

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CRE - Term ~~Repurchase~~Warehouse Financing Facilities

In July 2018, aour wholly-owned subsidiary entered into an amended and restated master repurchase agreement (the ~~"2018 Facility"~~“2018 Facility”), originally executed in February 2012, with Wells Fargo Bank, N.A. ("(“Wells ~~Fargo"~~Fargo”) to finance the origination ~~and acquisition~~ of CRE loans. In May ~~2019, we executed an amendment~~2020, Wells Fargo revised the minimum equity financial covenant required of us as of March 31, 2020 and provided a framework to avoid credit-based markdowns for approximately four months, ending September 4, 2020. In July 2020, the maturity date of the 2018 Facility ~~amending certain terms~~was extended from July 21, 2020 to ~~add an available loan servicer and to update references in connection with an amended fee letter.~~

~~Trust Certifications - Term Repurchase Facility~~September 3, 2020.

In ~~September 2017, a wholly-owned subsidiary~~April 2018, we entered into a master repurchase ~~and securities~~ agreement ~~(the "2017 Term Repurchase Trust Facility"~~(the “Barclays Facility”) with ~~RSO Repo SPE Trust 2017.~~Barclays Bank PLC (“Barclays”) to finance the origination of CRE loans. In ~~July 2019, we paid off the outstanding balance of the 2017 Term Repurchase Trust Facility in~~ connection with the ~~redemption~~Barclays Facility, we entered into a guaranty agreement (the “Barclays Guaranty”) pursuant to which we fully guaranteed all payments and performance under the Barclays Facility. In May 2020, we entered into an amendment to the Barclays Guaranty that revised its minimum equity financial covenant as of ~~RCC 2017-CRE5.~~March 1, 2020. Barclays also provided a framework to avoid credit-based markdowns for approximately four months, ending August 31, 2020.

In October 2018, we entered into a master repurchase agreement (the “JPMorgan Chase Facility”) with JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) to finance the origination of CRE loans.In connection with the JPMorgan Chase Facility, we entered into a guaranty agreement (the “JPMorgan Chase Guaranty”) pursuant to which we fully guaranteed all payments and performance under the JPMorgan Chase Facility. In May 2020, we entered into an amendment to the JPMorgan Chase Guarantee that revised its minimum equity financial covenant as of February 29, 2020.

We would not have been in compliance with our previous minimum equity covenants on our CRE term warehouse financing facilities at March 31, 2020, primarily as a result of the loss on the disposition of our financed CMBS portfolio (See “Results of Operations - Other Income (Expense)”). However, we subsequently sought and received agreements with all of our lenders that retroactively reduced our minimal equity requirements under our agreements, allowing us to comply with our minimum equity requirements at March 31, 2020.

We were in compliance with all of our covenants at June 30, 2020.

CMBS - Short-Term Repurchase Agreements

The COVID-19 pandemic produced material and previously unforeseeable liquidity shocks in credit markets causing significant declines in the pricing of our investment securities available-for-sale that were collateral for our CMBS short-term repurchase facilities. As a result, in March 2020, we received written notices from RBC, RBC Barbados and Deutsche Bank Securities alleging that events of default had occurred under our associated repurchase agreements as a result of not meeting certain margin calls. These notices were subsequently either withdrawn or rescinded. We had no outstanding balances on our CMBS - short-term repurchase agreements in April 2020.

Securitizations

At June 30, ~~2019,~~2020, we retained equity in six of the securitization entities we have executed, of which three have been substantially liquidated.

~~RCC 2017-CRE5~~XAN 2020-RSO8

In July 2017, we closed RCC 2017-CRE5, a $376.7 million CRE securitization transaction that provided financing for transitional CRE loans. In May 2019, we paid off all of the outstanding, third-party owned senior notes from the payoff proceeds of certain of the securitization's assets. In July 2019, we exercised the optional redemption feature of the securitization.

~~(Back to Index)~~

~~XAN 2019-RSO7~~

~~In April 2019,~~March 2020, we closed XAN ~~2019-RSO7,~~2020-RSO8, a ~~$687.2~~$522.6 million CRE debt securitization transaction that provided financing for CRE loans. XAN ~~2019-RSO7~~2020-RSO8 issued a total of ~~$585.8~~$435.7 million of non-recourse, floating-rate notes at par, of which RCC Real Estate, Inc. ~~("RCC RE") purchased $10.0 million, or approximately 20%, of the Class D notes. Additionally, RCC RE~~ purchased 100% of the Class ED and Class FE notes. Our investments in the Class D and Class E notes were financed by CMBS short-term repurchase agreements and ~~a subsidiary~~were sold in conjunction with the disposition of ~~RCC RE purchased 100%~~our CMBS portfolio in April 2020.

Corporate Debt

4.50% Convertible Senior Notes and 8.00% Convertible Senior Notes

We issued $100.0 million aggregate principal of our 8.00% convertible senior notes due 2020 (“8.00% Convertible Senior Notes”) and $143.8 million aggregate principal of our 4.50% convertible senior notes due 2022 (“4.50% Convertible Senior Notes”) in January 2015 and August 2017, respectively. In conjunction with the issuance of the ~~outstanding preference shares.~~ 4.50% Convertible Senior Notes, we extinguished $78.8 million of aggregate principal of our 8.00% Convertible Senior Notes. In January 2020, the remaining 8.00% Convertible Senior Notes were paid off upon maturity.

(Back to Index)

The following table summarizes the 4.50% Convertible Senior Notes at June 30, 2020 (dollars in thousands, except the conversion prices and amounts in the footnotes):

Principal Outstanding

Borrowing Rate

Effective Rate⁽¹⁾⁽²⁾

Conversion

Rate ⁽³⁾⁽⁴⁾

Conversion

Price⁽⁴⁾

Maturity Date

4.50% Convertible Senior Notes

143,750

4.50

7.43

83.1676

12.02

August 15, 2022

(1)	Includes the amortization of the market discounts and deferred debt issuance costs, if any, for the 4.50% Convertible Senior Notes recorded in interest expense on the consolidated statements of operations.

(2)	During the three and six months ended June 30, 2020 and 2019 the effective interest rate for the 4.50% Convertible Senior Notes was 7.43%.

(3)	Represents the number of shares of common stock per $1,000 principal amount of the 4.50% Convertible Senior Notes’ principal outstanding, subject to adjustment as provided in the Third Supplemental Indenture (the “4.50% Convertible Senior Notes Indenture”).

(4)	The conversion rate and conversion price of the 4.50% Convertible Senior Notes at June 30, 2020 are adjusted to reflect quarterly cash distributions in excess of a $0.10 distribution threshold, as defined in the 4.50% Convertible Senior Notes Indenture.

The 4.50% Convertible Senior Notes are convertible at the option of the holder at any time up until one business day before the respective maturity date and may be settled in cash, our common stock or a combination of cash and our common stock, at our election. We may not redeem the 4.50% Convertible Senior Notes prior to maturity. The closing price of our common stock was $2.65 on June 30, 2020, which did not exceed the conversion price of our 4.50% Convertible Senior Notes at June 30, 2020.

Senior Unsecured Notes

12.00% Senior Unsecured Notes Due 2027

On July 31, 2020, we entered into the Note and Warrant Purchase Agreement with Oaktree and MassMutual pursuant to which we may issue to Oaktree and MassMutual from time to time up to $125.0 million aggregate principal amount of 12.00% senior unsecured notes ~~purchased by RCC RE are subordinated in right~~due 2027 (the “Senior Unsecured Notes”). The Senior Unsecured Notes have an annual interest rate of ~~payment~~12.00%, payable up to ~~all other senior notes issued by XAN 2019-RSO7, but are senior in right of payment to~~3.25% (at our election) as pay-in-kind interest and the ~~preference shares. The preferred shares are subordinated in right of payment to all other securities issued by XAN 2019-RSO7.~~

~~At closing, the senior notes~~remainder as cash interest. On July 31, 2020, we issued to ~~investors consisted~~Oaktree $42.0 million aggregate principal amount of the ~~following classes: (i) $390.0~~Senior Unsecured Notes. In addition, on July 31, 2020, we issued to MassMutual $8.0 million of Class A notes bearing interest at one-month LIBOR plus 1.00%, increasing to 1.25% in April 2024; (ii) $70.4 million of Class A-S notes bearing interest at one-month LIBOR plus 1.50%, increasing to 1.75% in April 2024; (iii) $33.5 million of Class B notes bearing interest at one-month LIBOR plus 1.70%, increasing to 2.20% in May 2024; (iv) $42.9 million of Class C notes bearing interest at one-month LIBOR plus 2.05%, increasing to 2.55% in June 2024; and (v) $49.0 million of Class D notes bearing interest at one-month LIBOR plus 2.70%, increasing to 3.20% in July 2024.

~~All~~aggregate principal amount of the ~~notes issued mature in April 2036, although~~Senior Unsecured Notes. At any time and from time to time prior to January 31, 2022, we ~~have the right~~may elect to ~~call the notes anytime after May 2021. Principal repayments received, after closing~~issue to Oaktree and ~~ending in April 2022, may be used~~MassMutual up to ~~purchase funding participations with respect~~$75.0 million aggregate principal amount of additional Senior Unsecured Notes.

The Note and Warrant Purchase Agreement contains events of default, subject to ~~existing XAN 2019-RSO7 collateral held outside~~certain materiality thresholds and grace periods, customary for this type of ~~the securitization.~~financing arrangement. The remedies for such events of default are also customary for this type of transaction.

~~Stockholders'~~Stockholders’ Equity

Total ~~stockholders'~~stockholders’ equity at June 30, ~~2019~~2020 was ~~$558.0~~$306.6 million and gave effect to ~~$3.9~~$10.9 million of net realized losses on our cash flow hedges and $106,000 of net unrealized losses on our available-for-sale portfolio, shown as a component of accumulated other comprehensive (loss) income. Stockholders’ equity at December 31, 2019 was $556.4 million and gave effect to $4.0 million of net unrealized losses on our cash flow hedges and ~~$5.6~~$5.8 million of net unrealized gains on our available-for-sale portfolio, shown as a component of accumulated other comprehensive ~~income~~ (loss). Stockholders' equity at December 31, 2018 was $553.8 million and gave effect to $563,000 of unrealized gains on our cash flow hedges and $3.6 million of net unrealized losses, after tax, on our available-for-sale portfolio, shown as a component of accumulated other comprehensive income (loss). income. The ~~increase~~decrease in ~~stockholders'~~stockholders’ equity during the six months ended June 30, ~~2019~~2020 was primarily attributable to ~~the $4.7 million~~a decrease in ~~net unrealized losses~~retained earnings in connection with ~~mark-to-market adjustments~~an increase in net losses, primarily attributable to the losses incurred on the disposition of our financed CMBS ~~and derivative contracts.~~portfolio.

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6463

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Balance Sheet - Book Value Reconciliation

Management views economic book value, a non-GAAP measure, as a useful and appropriate supplement to GAAP stockholders’ equity and common stock book value because it adjusts common stock book value to account for the face redemption amounts of our outstanding preferred stock and convertible senior notes. The following table rolls forward our common stock book value for the three and six months ended June 30, ~~2019~~2020 and reconciles our common stock book value to our economic book value ~~a non-GAAP measure,~~ at June 30, ~~2019~~2020 (in thousands, except per share data and amounts in footnotes):

For the Three Months Ended June 30, 2019

For the Six Months Ended June 30, 2019

Total
Amount

Per Share
Amount

Total
Amount

Per Share
Amount

Common stock book value at beginning of period⁽¹⁾

$
441,867

$
14.06

$
437,863

$
14.02

Net income allocable to common shares

6,304

0.20

11,849

0.38

Change in other comprehensive income:

Available-for-sale securities

3,326

0.11

9,192

0.29

Derivatives

(2,741
)

(0.09
)

(4,458
)

(0.14
)
Common stock dividends

(7,075
)

(0.23
)

(13,363
)

(0.42
)
Common stock dividends on unvested shares

(96
)

—

(182
)

(0.01
)
Accretion (dilution) from additional shares outstanding at June 30, 2019 ⁽²⁾

411

0.01

1,095

(0.06
)
Total net increase

129

—

4,133

0.04

Common stock book value at end of period ⁽¹⁾⁽³⁾

441,996

14.06

441,996

14.06

Reconciling items in arriving at economic book value at June 30, 2019:

Non-cash convertible senior notes' unamortized discounts:

4.50% Convertible Senior Notes

(9,519
)

(0.30
)

(9,519
)

(0.30
)
8.00% Convertible Senior Notes

(77
)

—

(77
)

—

Series C Preferred Stock redemption value in excess of carrying value

(4,045
)

(0.13
)

(4,045
)

(0.13
)
Economic book value at June 30, 2019

$
428,355

$
13.63

$
428,355

$
13.63

	For the Three Months Ended June 30, 2020						For the Six Months Ended June 30, 2020
	Total Amount			Per Share Amount			Total Amount			Per Share Amount
Common stock book value at beginning of period⁽¹⁾	$	226,101		$	7.13		$	440,442		$	14.00
Net loss allocable to common shares⁽²⁾		(35,987	)		(1.13	)		(235,096	)		(7.41	)
Change in other comprehensive income:
Available-for-sale securities		—			—			(5,926	)		(0.19	)
Derivatives		(140	)		—			(6,912	)		(0.22	)
Adoption of new CECL accounting guidance on January 1, 2020		—			—			(3,032	)		(0.10	)
Impact to equity of share-based compensation		715			0.01			1,213			(0.07	)
Total net decrease		(35,412	)		(1.12	)		(249,753	)		(7.99	)
Common stock book value at end of period ⁽¹⁾⁽³⁾	$	190,689		$	6.01		$	190,689		$	6.01

Reconciling items in arriving at economic book value at June 30, 2020:
Non-cash 4.50% Convertible Senior Notes’ unamortized discount		(6,708	)		(0.21	)		(6,708	)		(0.21	)
Series C Preferred Stock redemption value in excess of carrying value		(4,045	)		(0.13	)		(4,045	)		(0.13	)
Economic book value at June 30, 2020	$	179,936		$	5.67		$	179,936		$	5.67

(1)

Per share calculations exclude unvested restricted stock, as disclosed on our consolidated balance sheets, of ~~426,771, 430,986~~331,681, 351,325 and ~~422,671~~420,962 shares at June 30, ~~2019,~~2020, March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. The denominator for the ~~calculation is 31,443,123, 31,436,120~~calculations are 31,726,811, 31,690,736 and ~~31,234,828~~31,459,632 shares at June 30, ~~2019,~~2020, March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

(2)

~~Per~~The per share ~~amount calculations include 7,003~~amounts are calculated with the denominator referenced in footnote (1) at June 30, 2020. We calculated net losses per common share-diluted of $(1.14) and ~~208,295~~$(7.42) using the weighted average diluted shares ~~of restricted stock that vested~~outstanding during the three and six months ended June 30, ~~2019.~~2020.

(3)	~~Common~~We calculated common stock book value ~~is calculated~~ as total ~~stockholders'~~stockholders’ equity of ~~$558.0~~$306.6 million less preferred stock equity of $116.0 million at June 30, ~~2019.~~2020.

Management Agreement Equity

Our base management fee, as defined in ~~the Management Agreement,~~our management agreement, is equal to (i) 1/12 of the amount of our equity multiplied by (ii) 1.50%. and is calculated and paid monthly in arrears.

The following table summarizes the calculation of equity, as defined in the ~~Management Agreement~~management agreement (in thousands):

	Amount			Amount
At June 30, 2019:
At June 30, 2020:
Proceeds from capital stock issuances, net ⁽¹⁾	$	1,219,936		$	1,219,936
Retained earnings, net ⁽²⁾		(453,356	)		(655,879	)
Payments for repurchases of capital stock, net		(207,011	)		(207,011	)
Total	$	559,569		$	357,046

(1)	Deducts underwriting discounts and commissions and other expenses and costs relating to such issuances.

(2)	Excludes non-cash equity compensation expense incurred to date.

Core Earnings

Core Earnings is a non-GAAP financial measure that we use to evaluate our operating performance.

Core Earnings exclude the effects of certain transactions and adjustments in accordance with ~~accounting principles generally accepted in the United States of America ("GAAP")~~GAAP that we believe are not necessarily indicative of our current CRE loan portfolio and other CRE-related investments and operations. Core Earnings exclude income (loss) from all non-core assets such as commercial finance, middle market lending, residential mortgage lending, certain legacy CRE loans and other non-CRE assets designated as assets held for sale at the initial measurement date of December 31, 2016.

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6564

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Core Earnings, for reporting purposes, is defined as GAAP net income (loss) allocable to common shares, excluding (i) non-cash equity compensation expense, (ii) unrealized gains and losses, (iii) non-cash provisions for ~~loan~~credit losses, (iv) non-cash impairments on securities, (v) non-cash amortization of discounts or premiums associated with borrowings, (vi) net income or loss from a limited partnership interest owned at the initial measurement date, (vii) net income or loss from non-core assets, ⁽¹⁾⁽¹⁾⁽²⁾ (viii) real estate depreciation and amortization, (ix) foreign currency gains or losses and (x) income or loss from discontinued operations. Core Earnings may also be adjusted periodically to exclude certain one-time events pursuant to changes in GAAP and certain non-cash items.

Although pursuant to the ~~Management Agreement~~management agreement we calculate incentive compensation using Core Earnings that exclude incentive compensation payable to our Manager, we include incentive compensation payable to our Manager in calculating Core Earnings for reporting purposes.

Core Earnings allocable to common shares, adjusted ("(“Core Earnings ~~Adjusted"~~Adjusted”) is a non-GAAP financial measure used to evaluate our operating performance. Core Earnings Adjusted exclude certain non-recurring items and the results of certain transactions that are not indicative of our ongoing operating performance.

Core Earnings and Core Earnings Adjusted do not represent net income or cash generated from operating activities and should not be considered as alternatives to GAAP net income or as measures of liquidity under GAAP. Our methodology for calculating Core Earnings and Core Earnings Adjusted may differ from methodologies used by other companies to calculate similar supplemental performance measures, and, accordingly, our reported Core Earnings and Core Earnings Adjusted may not be comparable to similar performance measures used by other companies.

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6665

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The following table provides a reconciliation from GAAP net income (loss) allocable to common shares to Core Earnings allocable to common shares and Core Earnings allocable to common shares, adjusted for the periods presented (in thousands, except per share data and amount in the footnotes):

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2019

Per Share Data

2018

Per Share Data

2019

Per Share Data

2018

Per Share Data

Net income (loss) allocable to common shares - GAAP

$
6,304

$
0.20

$
6,152

$
0.20

$
11,849

$
0.38

$
(6,430
)

$
(0.21
)
Adjustment for realized gains on CRE assets

—

—

—

—

—

—

—

—

Net income (loss) allocable to common shares - GAAP, adjusted

6,304

0.20

6,152

0.20

11,849

0.38

(6,430
)

(0.21
)
Reconciling items from continuing operations:

Non-cash equity compensation expense

412

0.01

659

0.02

1,095

0.03

1,626

0.05

Non-cash provision for (recovery of) CRE loan losses

170

0.01

—

—

1,195

0.04

(799
)

(0.03
)
Litigation settlement expense ⁽³⁾

—

—

—

—

—

—

(2,167
)

(0.07
)
Non-cash amortization of discounts or premiums associated with borrowings

702

0.02

796

0.02

1,385

0.04

1,574

0.05

Income tax expense (benefit) from non-core investments ⁽¹⁾⁽²⁾

—

—

1

—

—

—

(31
)

—

Net realized gain on non-core assets⁽¹⁾⁽²⁾

(7
)

—

(691
)

(0.02
)

(15
)

—

(476
)

(0.02
)
Net loss from non-core assets⁽²⁾

31

—

50

—

26

—

447

0.01

Reconciling items from discontinued operations and CRE loans:

Net interest income on legacy CRE loans

(183
)

(0.01
)

(339
)

(0.01
)

(416
)

(0.01
)

(661
)

(0.02
)
Realized gain on liquidation of legacy CRE loans

—

—

(1,000
)

(0.03
)

—

—

(1,000
)

(0.03
)
Operating expenses on legacy CRE loans

—

—

187

0.01

—

—

187

0.01

Fair value adjustments on legacy CRE loans

1,300

0.04

—

—

1,402

0.04

4,672

0.15

Net loss from other non-CRE investments held for sale

—

—

28

—

—

—

506

0.02

Loss from discontinued operations, net of taxes

112

0.01

450

0.01

149

0.01

203

0.01

Core Earnings allocable to common shares

$
8,841

$
0.28

$
6,293

$
0.20

$
16,670

$
0.53

$
(2,349
)

$
(0.08
)

Reconciling items in arriving at Core Earnings allocable to common shares, adjusted:

Loss on redemption of Series B Preferred Stock

—

—

—

—

—

—

7,482

0.24

Litigation settlement expense

—

—

—

—

—

—

2,167

0.07

Core Earnings allocable to common shares, adjusted ⁽⁴⁾

$
8,841

$
0.28

$
6,293

$
0.20

$
16,670

$
0.53

$
7,300

$
0.23

Weighted average common shares - diluted

31,656

31,402

31,594

31,164

Core Earnings per common share - diluted

$
0.28

$
0.20

$
0.53

$
(0.08
)

Core Earnings per common share, adjusted - diluted ⁽⁴⁾

$
0.28

$
0.20

$
0.53

$
0.23

	For the Three Months Ended												For the Six Months Ended
	June 30,												June 30,
	2020			Per Share Data			2019			Per Share Data			2020			Per Share Data			2019			Per Share Data
Net (loss) income allocable to common shares - GAAP	$	(35,987	)	$	(1.13	)	$	6,304		$	0.20		$	(235,096	)	$	(7.42	)	$	11,849		$	0.38

Reconciling items from continuing operations:
Non-cash equity compensation expense		715			0.02			412			0.01			1,213			0.04			1,095			0.03
Non-cash provision for CRE credit losses		40,450			1.28			170			0.01			56,599			1.79			1,195			0.04
Unrealized loss on core activities⁽³⁾		839			0.03			—			—			6,036			0.19			—			—
Non-cash amortization of discounts or premiums associated with borrowings		719			0.02			702			0.02			1,430			0.05			1,385			0.04
Net realized gain on non-core assets⁽¹⁾⁽²⁾		—			—			(7	)		—			—			—			(15	)		—
Net (income) loss from non-core assets⁽²⁾		(6	)		—			31			—			(33	)		—			26			—

Reconciling items from discontinued operations and CRE loans:
Net interest income on legacy CRE loans		(157	)		(0.01	)		(183	)		(0.01	)		(318	)		(0.01	)		(416	)		(0.01	)
Fair value and other adjustments on legacy CRE loans		927			0.03			1,300			0.04			4,718			0.15			1,402			0.04
Loss from discontinued operations, net of taxes		13			—			112			0.01			58			—			149			0.01
Core Earnings allocable to common shares		7,513			0.24			8,841			0.28			(165,393	)		(5.21	)		16,670			0.53

Reconciling items in arriving at Core Earnings allocable to common shares, adjusted:
Loss on disposition of CMBS		—			—			—			—			180,315			5.68			—			—
Core Earnings allocable to common shares, adjusted	$	7,513		$	0.24		$	8,841		$	0.28		$	14,922		$	0.47		$	16,670		$	0.53

Weighted average common shares - diluted on Core Earnings allocable to common shares		31,723						31,656						31,666						31,594
Weighted average common shares - diluted on Core Earnings allocable to common shares, adjusted		31,723						31,656						31,727						31,594

Core Earnings per common share - diluted	$	0.24					$	0.28					$	(5.21	)				$	0.53
Core Earnings per common share, adjusted - diluted	$	0.24					$	0.28					$	0.47					$	0.53

(1)	Income tax expense (benefit) ~~expense~~ from non-core investments and net realized ~~loss~~gain on non-core assets are components of net income or loss from non-core assets.

(2)	Non-core assets are investments and securities owned by us at the initial measurement date in (i) commercial finance, (ii) middle market lending, (iii) residential mortgage lending, (iv) legacy CRE loans designated as held for sale and (v) other non-CRE assets included in assets held for sale.

(3)	~~Includes the payment~~Substantially comprises unrealized losses on two unencumbered CMBS investments of ~~the settlement of a securities litigation, previously accrued in 2017, for the six months ended~~$6.0 million at June 30, ~~2018.~~

~~(4)~~

Core Earnings, adjusted exclude a non-recurring charge of $7.5 million, or $(0.24) per common share-diluted, for the six months ended June 30, 2018 in connection with the redemption of our remaining 8.25% Series B Cumulative Redeemable Preferred Stock.2020.

Core Earnings in accordance with the ~~Management Agreement,~~management agreement, which excludes incentive compensation payable, ~~of $165,000,~~ was ~~$9.0~~$7.5 million, or ~~$0.28~~$0.24 per common share outstanding, for the three months ended June 30, ~~2019.~~2020. There was no incentive compensation payable for the three months ended June 30, 2020.

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Incentive Compensation Hurdle

In accordance with the ~~Management Agreement,~~management agreement, incentive compensation is earned by our Manager when our Core Earnings per common share (as defined in the ~~Management Agreement)~~management agreement) for such quarter exceeds an amount equal to: (1) the weighted average of (a) book value (as defined in the ~~Management Agreement)~~management agreement) as of the end of such quarter divided by 30,881,351 shares and (b) the price per share (including the conversion price, if applicable) paid for common shares in each offering (or issuance, upon the conversion of convertible securities) by us subsequent to September 30, 2017, in each case at the time of issuance, multiplied by (2) the greater of (a) 1.75% and (b) 0.4375% plus one-fourth of the ten year treasury rate, as defined in the ~~Management Agreement,~~management agreement, for such quarter (the ~~"Incentive~~“Incentive Compensation ~~Hurdle"~~Hurdle”).

~~The following table summarizes the calculation of the Incentive Compensation Hurdle for~~For the three months ended June 30, ~~2019 (dollars in thousands, except per share data):~~

Amount

Book value:

Stockholders' equity, excluding equity attributable to preferred stock at September 30, 2017

$
460,569

Net income (loss) from operations and gain (loss) on resolutions of Plan assets ⁽¹⁾

(7,535
)
Book value at June 30, 2019

$
453,034

Book value per share at June 30, 2019

$
14.67

One-fourth of the ten year treasury rate ⁽²⁾

0.59
%

Greater of (a) 1.75% and (b) 0.4375% plus one-fourth of the ten year treasury rate

1.75
%

Incentive Compensation Hurdle ⁽³⁾

$
0.26

~~(1)~~

~~Includes activity during the period beginning October 1, 2017 and ending December 31, 2018.~~

~~(2)~~

The ten year treasury rate, as defined in the Management Agreement, is the average of the weekly average yield to maturity for U.S. Treasury securities (adjusted to a constant maturity of ten years) as published weekly by the Federal Reserve Board during a fiscal quarter. During the three months ended June 30, 2019, the ten year treasury rate was 2.34%.

~~(3)~~

~~Calculated as book value per share at June 30, 2019 multiplied by 1.75%.~~

~~We have not had a public offering of common shares nor have we issued any common shares resulting from the conversion of any of~~2020, our ~~convertible securities subsequent to September 30, 2017.~~

~~The amount by which~~ Core Earnings, ~~per common share exceeds~~as defined in the management agreement, did not exceed the Incentive Compensation Hurdle is multiplied by (a) 20% and (b) the weighted average number of common shares (as defined in the Management Agreement) outstanding during the quarter to arrive at incentive compensation for the quarter. Additionally, incentive compensation is adjusted: (i) to exclude events pursuant to changes in GAAP or the application of GAAP, as well as non-recurring or unusual transactions or events, after discussion between our Manager and the independent directors and approval by a majority of the independent directors in the case of non-recurring or unusual transactions or events, and (ii) by deducting an amount equal to any taxable REIT subsidiary directly paid fees accrued (calculated as if such fees were payable on a quarterly basis) not previously used to offset incentive compensation.Hurdle.

Liquidity and Capital Resources

Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to pay dividends, fund investments, repay borrowings and provide for other general business needs, including payment of our base management fee and incentive compensation. Our ability to meet our on-going liquidity needs is subject to our ability to generate cash from operating activities and our ability to maintain and/or obtain additional debt financing and equity capital together with the funds referred to below.

~~For~~During the six months ended June 30, ~~2019,~~2020, our principal sources of liquidity were: (i) proceeds of ~~$479.7~~$129.0 million from financing sourced from our CRE - term ~~repurchase~~warehouse financing facilities, ~~and net CMBS - short-term repurchase agreements,~~ (ii) ~~net~~ proceeds of ~~$31.5 million from the close of XAN 2019-RSO7, (iii) proceeds of $30.2~~$50.5 million from net repayments on our CRE loan ~~and CMBS portfolios~~portfolio, (iii) proceeds of $16.6 million from the sale of a CRE whole loan, (iv) net proceeds of $10.3 million from the close of XAN 2020-RSO8 and (iv) proceeds of ~~$24.7~~$7.9 million from our CRE securitizations that used principal paydowns to invest in CRE loan future funding commitments. These sources of liquidity were offset by our deployments in CRE debt investments, ~~distributions~~margin calls received, net settlements on CMBS repurchase agreements, paydowns on our ~~common~~CRE term warehouse financing facilities, pay off of our 8.00% Convertible Senior Notes, and ~~preferred stock and~~ongoing operating expenses and substantially resulted in the ~~$47.2~~$57.7 million of unrestricted cash we held at June 30, ~~2019.~~2020.

~~(Back~~On July 31, 2020, in conjunction with the ACRES acquisition, we secured new capital commitments of up to ~~Index)~~$375.0 million through the execution of the $250.0 million seven-year senior MassMutual Facility and a commitment of up to $125.0 million of seven-year, 12.00% Senior Unsecured Notes with Oaktree and MassMutual. The MassMutual Facility has an interest rate of 5.75% and an advance rate of 55%, a two-year revolving period followed by a five-year term period and can be utilized to repay our term warehouse financing facilities and repurchase agreements and is not subject to mark-to-market adjustments. The Senior Unsecured Notes also gives Oaktree and MassMutual warrants to purchase an aggregate of up to 3.5 million shares of our common stock at an exercise price of $0.01 per share. We issued $50.0 million of the Senior Unsecured Notes and issued warrants to purchase 1.4 million shares of our common stock at the closing of the ACRES acquisition to Oaktree and MassMutual in the aggregate. We expect these proceeds will provide balance sheet flexibility as well as enhance our liquidity position. A total of $75.0 million remains available under the agreement with Oaktree and MassMutual under which we may draw, at our election, prior to January 31, 2022.

~~(Back~~Also in conjunction with the closing of the ACRES acquisition, we provided a $12.0 million loan to ~~Index)~~ACRES Capital Corp., the parent of our Manager, as evidenced by the Promissory Note. The note bears interest at 3.00% per annum, payable monthly, and matures in six years, subject to two one-year extensions, at ACRES Capital Corp.’s option, and amortizes at a rate of $25,000 per month.

We utilize a variety of financing arrangements to finance certain assets. We generally utilize the following two types of financing arrangements:

Term Warehouse Financing Facilities (CRE loans) and Short-Term Repurchase ~~Agreements:~~ ~~Repurchase~~Agreements (CMBS): Term warehouse financing facilities and short-term repurchase agreements effectively allow us to borrow against loans and securities, respectively, that we own. Under these agreements, we ~~sell our~~transfer loans and securities to a counterparty and agree to ~~repurchase~~purchase the same loans and securities from the counterparty at a price equal to the ~~original sales~~transfer price plus interest. The counterparty retains the sole discretion over both whether to purchase the loan ~~and~~or security from us and, subject to certain conditions, the ~~market~~collateral value of such loan or security for purposes of determining whether we are required to pay margin to the counterparty. Generally, if the lender determines (subject to certain conditions) that the ~~market~~ value of the collateral in a repurchase transaction has decreased by more than a defined minimum amount, we would be required to repay any amounts borrowed in excess of the product of (i) the revised collateral or market value multiplied by (ii) the applicable advance rate. During the term of ~~a repurchase agreement,~~these agreements, we receive the principal and interest on the related loans and securities and pay interest to the counterparty.

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As discussed in “Overview,” the impact of the COVID-19 pandemic produced material and previously unforeseeable liquidity shocks to global financial markets that resulted in substantial margin calls to us by our CMBS repurchase lenders and led to the ultimate disposition of our financed CMBS portfolio to satisfy our outstanding obligations with those lenders. In April 2020, the outstanding CMBS short-term repurchase agreement liability of $175.9 million was repaid in full. As such, we have no further exposure to losses related to CMBS repurchase agreements.

We were in compliance with all of our covenants at June 30, 2020 in accordance with the terms provided in agreements with our lenders that reduced our minimum equity requirements.

As the COVID-19 crisis evolved, we met with our term warehouse financing lenders to mitigate the impact of further mark-to-market risk caused by outstanding borrowings. In April 2020, we reduced our term warehouse financing facility leverage and in exchange received written confirmation from lenders representing over 90% of the outstanding balance of our term warehouse financing facilities that provides a framework for avoiding credit-based markdowns for approximately four months, ending between August 31, 2020 and September 4, 2020.

We are continuing to monitor the COVID-19 pandemic and its impact on us, the borrowers underlying our commercial real estate-related loans (and their tenants), our financing sources, and the economy as a whole. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our operations and liquidity remains uncertain and difficult to predict. Further discussion of the potential impacts on us from the COVID-19 pandemic is provided in the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.

At June 30, ~~2019,~~2020, we had ~~various repurchase agreements,~~term warehouse financing facilities as summarized below (in thousands, except amounts in footnotes):

Execution Date

Maturity Date ⁽¹⁾

Maximum Capacity

Principal Outstanding

Availability

CRE - Term Repurchase Facilities

Wells Fargo Bank, N.A.

February 2012

July 2020

$
400,000

$
248,286

$
151,714

Morgan Stanley Bank, N.A.

September 2015

September 2019

$
67,936

37,206

$
30,730

Barclays Bank PLC

April 2018

April 2021

$
250,000

66,667

$
183,333

JPMorgan Chase Bank, N.A.

October 2018

October 2021

$
250,000

48,383

$
201,617

Trust Certificates - Term Repurchase Facility

RSO Repo SPE Trust 2017

September 2017

September 2020

N/A

42,006

N/A

CMBS - Short-Term Repurchase Agreements

RBC Capital Markets, LLC

August 2017

April 2019

N/A

215,938

N/A

JP Morgan Securities LLC

November 2012

April 2019

N/A

89,422

N/A

Deutsche Bank Securities Inc.

March 2005

April 2019

N/A

22,639

N/A

Total ⁽²⁾

$
770,547

	Execution Date	Maturity Date	Maximum Capacity		Repurchase Principal Outstanding ⁽¹⁾		Availability
CRE - Term Warehouse Financing Facilities
Wells Fargo Bank, N.A. ⁽²⁾	February 2012	July 2020	$	400,000	$	110,947	$	289,053
Barclays Bank PLC	April 2018	April 2021	$	250,000		99,871	$	150,129
JPMorgan Chase Bank, N.A.	October 2018	October 2021	$	250,000		22,229	$	227,771
Total					$	233,047

(1)	~~The CMBS - short-term repurchase agreements' maturity dates represent the next interest payment and extension dates. The agreements do not contain defined maturity dates.~~

~~(2)~~

Excludes accrued interest payable of ~~$1.1 million~~$239,000 and deferred debt issuance costs and discounts of ~~$4.3~~$1.5 million at June 30, ~~2019.~~2020.

(2)	In July 2020, the maturity date of the Wells Fargo term warehouse financing facility was extended to September 2020.

The following table summarizes the average principal outstanding on our term warehouse financing facilities and short-term repurchase agreements during the three months ended June 30, ~~2019~~2020 and December 31, ~~2018~~2019 and the principal outstanding on our term warehouse financing facilities and short-term repurchase agreements at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 (in thousands, except amounts in footnotes):

Three Months
Ended
June 30, 2019

June 30, 2019

Three Months
Ended
December 31, 2018

December 31, 2018

Average Principal Outstanding

Principal Outstanding ⁽¹⁾⁽²⁾

Average Principal Outstanding

Principal Outstanding ⁽¹⁾⁽²⁾

Term and Short-Term Repurchase Agreements

Collateralized by CRE loans

$
386,582

$
442,548

$
467,939

$
559,138

Collateralized by CMBS

304,835

327,999

267,990

295,048

Total

$
691,417

$
770,547

$
735,929

$
854,186

	Three Months Ended June 30, 2020		June 30, 2020		Three Months Ended December 31, 2019		December 31, 2019
	Average Principal Outstanding		Principal Outstanding ⁽¹⁾⁽²⁾		Average Principal Outstanding		Principal Outstanding ⁽¹⁾⁽²⁾
Financing Arrangement
Term warehouse financing facilities - CRE loans	$	244,804	$	233,047	$	472,099	$	546,809
Short-term repurchase agreements - CMBS		18,204		—		337,648		374,430
Total	$	263,008	$	233,047	$	809,747	$	921,239

(1)

Excludes accrued interest payable on ~~repurchase agreements~~term warehouse financing facilities collateralized by CRE loans of ~~$701,000~~$239,000 and ~~$1.0 million~~$810,000 and deferred debt issuance costs and discounts of ~~$4.3~~$1.5 million and ~~$5.5~~$2.7 million at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

(2)	Excludes accrued interest payable on repurchase agreements collateralized by CMBS of ~~$398,000 and $773,000~~$470,000 at December 31, 2019. There was no accrued interest payable at June 30, ~~2019 and December 31, 2018, respectively.~~2020.

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The following table summarizes the maximum month-end principal outstanding on our term warehouse financing facilities and short-term repurchase agreements during the periods presented (in thousands):

Maximum Month-End Principal Outstanding During the

Six Months Ended

Years Ended December 31,

June 30, 2019

2018

2017

2016

Term and Short-Term Repurchase Agreements ⁽¹⁾

Collateralized by CRE loans

$
665,294

$
561,382

$
469,228

$
379,670

Collateralized by CMBS

$
334,677

$
295,048

$
122,574

$
82,916

	Maximum Month-End Principal Outstanding During the
	Six Months Ended		Years Ended December 31,
	June 30, 2020		2019		2018		2017
Financing Arrangement ⁽¹⁾
Term warehouse financing facilities - CRE loans	$	598,635	$	665,294	$	561,382	$	469,228
Short-term repurchase agreements - CMBS	$	365,886	$	374,430	$	295,048	$	122,574

(1)	Increases in the maximum month-end outstanding principal balances for the periods presented ~~result~~resulted from financing assets that were originated or acquired as a direct result of the redeployment of capital into our core asset classes pursuant to the Plan.

Securitizations: We seek non-recourse long-term financing from securitizations of our investments in CRE loans. The securitizations generally involve a senior portion of our loan, but may involve the entire loan. Securitization generally involves transferring notes to a special purpose vehicle (or the issuing entity), which then issues one or more classes of non-recourse notes pursuant to the terms of an indenture. The notes are secured by the pool of assets. In exchange for the transfer of assets to the issuing entity, we receive cash proceeds from the sale of non-recourse notes. Securitizations of our portfolio investments might magnify our exposure to losses on those portfolio investments because the retained subordinate interest in any particular overall loan would be subordinate to the loan components sold and we would, therefore, absorb all losses sustained with respect to the overall loan before the owners of the senior notes experience any losses with respect to the loan in question.

Historically, we have financed the acquisition of our investments through CDOs and securitizations that essentially match the maturity and repricing dates of these financing vehicles with the maturities and repricing dates of our investments. In the past, we have derived substantial operating cash from our equity investments in our CDOs and securitizations, which will cease if the CDOs and securitizations fail to meet certain tests. Through June 30, ~~2019,~~2020, we did not experience difficulty in maintaining our existing CDO and securitization financing and passed all of the critical tests required by these financings.

The following table sets forth the distributions received by us and coverage test summaries for our active securitizations for the periods presented (in thousands, except amount in the footnotes):

	Cash Distributions				Overcollateralization Cushion ⁽¹⁾					Cash Distributions				Overcollateralization Cushion ⁽¹⁾
Name	For the Six Months Ended June 30, 2019		For the Year Ended December 31, 2018		At June 30, 2019		At the Initial Measurement Date		End of Designated Principal Reinvestment Period	For the Six Months Ended June 30, 2020		For the Year Ended December 31, 2019		At June 30, 2020		At the Initial Measurement Date		End of Designated Principal Reinvestment Period
RCC 2017-CRE5 ^(2)(3)(4)	$	11,177	$	22,843	N/A		$	20,727	July 2020
XAN 2018-RSO6 ⁽²⁾	$	9,524	$	8,323	$	25,766	$	25,731	December 2020	$	4,657	$	17,959	$	82,175	$	25,731	December 2020
XAN 2019-RSO7 ⁽²⁾	$	1,845	$	—	$	34,341	$	34,341	April 2022	$	10,751	$	10,672	$	37,318	$	34,341	April 2022
Apidos CDO I, Ltd. ⁽³⁾	$	708	$	—	N/A		$	17,136	N/A
Apidos CDO III, Ltd. ⁽³⁾	$	—	$	618	N/A		$	11,269	N/A
XAN 2020-RSO8 ⁽²⁾										$	3,967	$	—	$	26,146	$	26,146	March 2023

(1)	Overcollateralization cushion represents the amount by which the collateral held by the securitization issuer exceeds the minimum amount required.

(2)

The designated principal reinvestment period for ~~RCC 2017-CRE5,~~ XAN 2018-RSO6, XAN 2019-RSO7 and XAN ~~2019-RSO7~~2020-RSO8 is the period in which principal repayments can be utilized to purchase loans held outside of the respective securitization that represent the funded commitments of existing collateral in the respective securitization that were not funded as of the date the respective securitization was closed. Additionally, the indenture for each securitization does not contain any interest coverage test provisions.

~~(3)~~

~~RCC 2017-CRE5 was liquidated in July 2019. Apidos CDO I, Ltd. and Apidos CDO III, Ltd. were substantially liquidated in October 2014 and June 2015, respectively.~~

~~(4)~~

~~Includes a principal distribution of $5.3 million on RCC 2017-CRE5's Class C notes.~~

The following table sets forth the distributions received by us and liquidation details for our liquidated securitizations for the periods presented (in thousands):

	Cash Distributions				Liquidation Details			Cash Distributions				Liquidation Details
Name	For the Six Months Ended June 30, 2019		For the Year Ended December 31, 2018		Liquidation Date	Remaining Assets at the Liquidation Date ⁽¹⁾		For the Six Months Ended June 30, 2020		For the Year Ended December 31, 2019		Liquidation Date	Remaining Assets at the Liquidation Date ⁽¹⁾
RCC 2015-CRE3	$	—	$	3,529	August 2018	$	80,632
RCC 2015-CRE4	$	—	$	4,487	July 2018	$	97,825
RCC 2017-CRE5								$	—	$	12,551	July 2019	$	112,753
Whitney CLO I, Ltd. ⁽²⁾	$	68	$	—	January 2019	$	—	$	—	$	68	January 2019	$	—
Apidos CDO I, Ltd. ⁽³⁾								$	—	$	708	October 2014	$	—

(1)	The remaining assets at the liquidation date were distributed to us in exchange for our preference shares and equity notes in the respective securitization.

(2)	Whitney CLO I, Ltd. was substantially liquidated in September 2013.

(3)	Apidos CDO I, Ltd. were substantially liquidated in October 2014.

~~(Back to Index)~~

At July ~~30, 2019,~~31, 2020, our liquidity consisted of ~~two primary sources:~~

$89.9 million of unrestricted cash and cash equivalents and $75.0 million of ~~$53.0 million;~~availability under the Oaktree and MassMutual Senior Unsecured Notes. In addition, we had $61.1 million of unencumbered real estate assets.

~~approximately $100.9 million of liquidity from available financing of unlevered CRE and CMBS positions.~~(Back to Index)

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Our leverage ratio, defined as the ratio of borrowings to ~~stockholders'~~stockholders’ equity, may vary as a result of the various funding strategies we use. At June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, our leverage ratio was ~~3.5~~5.0 times and ~~2.8~~3.4 times, respectively. The leverage ratio increase was primarily attributable to ~~an increase~~a net decrease in ~~borrowings.~~stockholder’s equity due to the disposition of our financed CMBS portfolio combined with increases in our CECL allowance for credit losses offset by a net decrease in borrowings outstanding.

Distributions

It is inherently difficult to assess accurately the impact of COVID-19 on our revenues, profitability and financial position due to uncertainty of the severity and duration of the pandemic. In response, in the near-term, we are focused on prudently retaining and managing sufficient excess liquidity. We, ~~intend to continue to make regular quarterly distributions to holders of~~therefore, did not pay a first or second quarter distribution on our common ~~stock~~ and preferred ~~stock.~~ shares. As the impact of COVID-19 on our short to mid-term operations and financial position becomes clearer, our Board will establish a plan for the prudent resumption of the payment of distributions.

U.S. federal income tax law generally requires that a REIT distribute at least 90% of its REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating and debt service requirements on our repurchase agreements and other debt payable. If our cash available for distribution is less than our taxable income, we could be required to sell assets or borrow funds to make cash distributions, or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.

Contractual Obligations and Commitments

Contractual Commitments

(dollars in thousands, except amounts in footnotes)

Payments due by Period

Total

Less than 1 Year

1 - 3 Years

3 - 5 Years

More than 5 Years

At June 30, 2019:

CRE securitizations

$
973,091

$
—

$
—

$
—

$
973,091

Unsecured junior subordinated debentures ⁽¹⁾

51,548

—

—

—

51,548

4.50% Convertible Senior Notes ⁽²⁾

143,750

—

—

143,750

—

8.00% Convertible Senior Notes ⁽³⁾

21,182

21,182

—

—

—

Repurchase and credit facilities⁽⁴⁾

771,646

365,671

405,975

—

—

Unfunded commitments on CRE loans ⁽⁵⁾

122,902

32,589

90,313

—

—

Base management fees ⁽⁶⁾

8,394

8,394

—

—

—

Total

$
2,092,513

$
427,836

$
496,288

$
143,750

$
1,024,639

	Contractual Commitments
	(dollars in thousands, except amounts in footnotes)
	Payments due by Period
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
At June 30, 2020:
CRE securitizations	$	1,126,878	$	—	$	—	$	—	$	1,126,878
Unsecured junior subordinated debentures ⁽¹⁾		51,548		—		—		—		51,548
4.50% Convertible Senior Notes ⁽²⁾		143,750		—		143,750		—		—
Warehouse financing facilities⁽³⁾		233,286		211,035		22,251		—		—
Unfunded commitments on CRE loans ⁽⁴⁾		103,765		47,958		55,807		—		—
Base management fees ⁽⁵⁾		5,262		5,262		—		—		—
Total	$	1,664,489	$	264,255	$	221,808	$	—	$	1,178,426

(1)	Contractual commitments exclude ~~$27.3~~$19.9 million and ~~$28.3~~$20.6 million of estimated interest expense payable through maturity, in June 2036 and October 2036, respectively, on our trust preferred securities.

(2)	Contractual commitments exclude ~~$20.5~~$13.9 million of interest expense payable through maturity, in August 2022, on our 4.50% ~~convertible senior notes due 2022.~~Convertible Senior Notes.

(3)	~~Contractual commitments exclude $937,000 of interest expense payable through maturity, in January 2020, on our 8.00% convertible senior notes due 2020.~~

~~(4)~~

Contractual commitments include ~~$1.1 million~~$239,000 of accrued interest payable at June 30, ~~2019~~2020 on our repurchase facilities.

~~(5)~~(4)

Unfunded commitments on our originated CRE loans generally fall into two categories: (i) pre-approved capital improvement projects and (ii) new or additional construction costs subject, in each case, to the borrower meeting specified criteria. Upon completion of the improvements or construction, we would receive additional interest income on the advanced amount. At June 30, ~~2019,~~2020, we had unfunded commitments on 7869 CRE whole loans and one CRE preferred equity investment.

~~(6)~~(5)

Base management fees presented are based on an estimate of base management fees payable to our Manager over the next 12 months. As of July 31, 2020, the minimum base management fee is $442,000 per month under the terms of the Management Agreement. Our Management Agreement also provides for an incentive compensation arrangement that is based on operating performance. The incentive compensation is not a fixed and determinable amount, and therefore it is not included in this table.

Off-Balance Sheet Arrangements

General

At June 30, ~~2019,~~2020, we did not maintain any relationships with unconsolidated entities or financial partnerships that were established for the purpose of facilitating off-balance sheet arrangements or contractually narrow or limited purposes, although we do have interests in unconsolidated entities not established for those purposes. Except as set forth below, at June 30, ~~2019,~~2020, we had not guaranteed obligations of any unconsolidated entities or entered into any commitment or letter of intent to provide additional funding to any such entities.

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7170

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Unfunded CRE Loan Commitments

In the ordinary course of business, we make commitments to borrowers whose loans are in our CRE loan portfolio to provide additional loan funding in the future. Disbursement of funds pursuant to these commitments is subject to the borrower meeting pre-specified criteria. These commitments are subject to the same underwriting requirements and ongoing portfolio maintenance as are the on-balance sheet financial investments that we hold. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Whole loans had ~~$119.7~~$101.0 million and ~~$108.1~~$98.0 million in unfunded loan commitments at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Preferred equity investments had ~~$3.2~~$2.8 million and $3.0 million in unfunded investment commitments at June 30, ~~2019. There were no preferred equity investment unfunded commitments at~~2020 and December 31, ~~2018.~~2019, respectively. Unfunded commitments are not considered in the CECL reserve if they are unconditionally cancelable.

Guarantees and Indemnifications

In the ordinary course of business, we may provide guarantees and indemnifications that contingently obligate us to make payments to the guaranteed or indemnified party based on changes in the value of an asset, liability or equity security of the guaranteed or indemnified party. As such, we may be obligated to make payments to a guaranteed party based on another ~~entity's~~entity’s failure to perform or achieve specified performance criteria, or we may have an indirect guarantee of the indebtedness of others.

As part of our May 2017 sale of our equity interest of Pearlmark Mezzanine Realty Partners IV, L.P., we entered into an indemnification agreement whereby we indemnified the purchaser against realized losses of up to $4.3 million on one mezzanine loan until its final maturity date in 2020. As a result of the indemnified party’s partial sale of the mezzanine loan, our maximum exposure was reduced to $536,000. At June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, we had a contingent liability, reported in accounts payable and other liabilities on our consolidated balance sheets, of ~~$703,000~~$56,000 outstanding as a reserve for probable losses on the indemnification. We did not record any additional reserve for probable losses during the three and six months ended June 30, ~~2019~~2020 and ~~2018.~~2019.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At June 30, ~~2019,~~2020, the primary component of our market risk was credit risk, counterparty risk, financing risk, and interest rate risk, as described below. While we do not seek to avoid risk completely, we do seek to assume risk that can be quantified from historical experience, to actively manage that risk, to earn sufficient compensation to justify assuming that risk and to maintain capital levels consistent with the risk we undertake or to which we are exposed.

Credit Risks

Our loans and investments are subject to credit risk. The performance and value of our loans and investments depend upon the sponsors’ ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our Manager’s asset management team reviews our investment portfolios and in certain instances is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary.

In addition, we are exposed to the risks generally associated with the commercial real estate (“CRE”) market, including variances in occupancy rates, capitalization rates, absorption rates, and other macroeconomic factors beyond our control. We seek to manage these risks through our underwriting and asset management processes.

The COVID-19 pandemic has significantly impacted the CRE markets, causing reduced occupancy, requests from tenants for rent deferral or abatement, and delays in construction and development projects currently planned or underway. Our portfolio includes loans collateralized by multifamily, hotel, retail and other property types that are particularly negatively impacted by the pandemic. Approximately 58.4% of our portfolio is in multifamily properties. Residents that experience deteriorating financial conditions as a result of the pandemic may be unwilling or unable to pay rent in full on a timely basis. Furthermore, numerous state, local and federal regulations have also imposed restrictions at present on the borrower’s ability to enforce residents’ contractual lease obligations, and this will affect their ability to collect rent or enforce remedies for the failure to pay rent. Approximately 10.1% of our portfolio is in hotel properties. Many of the hotels have complete suspension or significant reduction of operations resulting from government action and decline in group, business and leisure travel. Travelers may continue to be wary to travel once restrictions are lifted because of concerns of risk of contagion or curtailment of leisure travel due to the economic recession. Approximately 6.8% of our portfolio is in retail properties. Complete or partial closure of many retail properties have resulted from government or tenant action. The reduced economic activity severely impacts the tenants’ businesses, financials condition and liquidity and may result in the tenants being unwilling or unable to meet their obligations to the borrower in part or in full.

These negative conditions may persist into the future and impair our borrowers’ ability to comply with the terms under our loan agreements. We maintain a robust asset management relationship with our borrowers and have utilized these relationships to address the potential impacts of the COVID-19 pandemic on our loans secured by properties experiencing cash flow pressure. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments. In order to mitigate that risk, we have proactively engaged with our borrowers, particularly with those with near-term maturities, in order to maximize recovery.

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Counterparty Risk

The nature of our business requires us to hold our cash and cash equivalents, obtain financing from and enter into derivative contracts with various financial institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under these various contractual arrangements. We mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements and derivative contracts with high credit-quality institutions.

Financing Risk

We finance our target assets using our CRE debt securitizations, warehouse financing facilities and short-term repurchase agreements. Over time, as market conditions change, we may use other forms of leverage in addition to these methods of financing. Weakness or volatility in the financial markets, the CRE and mortgage markets or the economy generally, such as through the impact of the COVID-19 pandemic, could adversely affect one or more of our lenders or potential lenders and could cause one or more of our lenders or potential lenders to be unwilling or unable to provide us with financing, or to decrease the amount of our available financing, or to increase the costs of that financing.

Interest Rate Risk

Effect on Fair Value

A component of interest rate risk is the effect that changes in interest rates will have on the fair value of our assets. We face the risk that the fair value of our assets will increase or decrease at different rates than that of our liabilities, including our hedging instruments and derivative instruments.

We primarily assess our interest rate risk by estimating the duration of our assets and the duration of our liabilities. Duration essentially measures the market price volatility of financial instruments as interest rates change. We generally calculate duration using various financial models and empirical data. Different models and methodologies can produce different duration numbers for the same securities.

The following sensitivity analysis table presents, at June 30, ~~2019,~~2020, the estimated impact on the fair value of our interest rate-sensitive investments, instruments and liabilities of changes in interest rates, assuming rates instantaneously fall 100 basis points and rise 100 basis points (dollars in thousands):

	June 30, 2019									June 30, 2020
	Interest Rates Fall 100 Basis Points			Unchanged			Interest Rates Rise 100 Basis Points			Interest Rates Fall 100 Basis Points			Unchanged			Interest Rates Rise 100 Basis Points
Interest rate-sensitive investment securities:
Fair value	$	120,389		$	113,482		$	107,843		$	2,296		$	2,245		$	2,195
Change in fair value		6,907			—			(5,639	)	$	51		$	—		$	(50	)
Change as a percent of fair value		6.09	%		—	%		(4.97	)%		2	%		—	%		(2	)%
Interest rate-sensitive hedging instruments:
Interest rate-sensitive derivative instruments:
Fair value	$	(10,603	)	$	(4,470	)	$	1,205		$	(439	)	$	(77	)	$	250
Change in fair value		(6,133	)		—			5,675		$	(362	)	$	—		$	327
Change as a percent of fair value		137	%		—	%		(127	)%		470	%		—	%		(425	)%

For purposes of the table, we have excluded our investments and liabilities with variable interest rates that are indexed to the London Interbank Offered Rate. The variable rates on these instruments are short-term in nature, therefore we are not subject to material exposure from movements in fair value as a result of changes in interest rates.

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It is important to note that the impact of changing interest rates on fair value can change significantly when interest rates change beyond 100 basis points from current levels. Therefore, the volatility in the fair value of our assets could increase significantly when interest rates change beyond 100 basis points from current levels. In addition, other factors impact the fair value of our interest rate-sensitive investment securities, hedging instruments and ~~hedging~~derivative instruments, such as the shape of the yield curve, market expectations as to future interest rate changes and other market conditions. Accordingly, in the event of changes in actual interest rates, the change in the fair value of our assets would likely differ from that shown above and such difference might be material and adverse to our stockholders.

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Risk Management

To the extent consistent with maintaining our status as a real estate investment trust, we seek to manage our interest rate risk exposure to protect our variable rate debt against the effects of major interest rate changes. We generally seek to manage our interest rate risk by:

~~monitoring and adjusting, if necessary, the reset index and interest rate related to our borrowings;~~

~~attempting to structure our borrowing agreements for our commercial mortgage-backed securities to have a range of different maturities, terms, amortizations and interest rate adjustment periods; and~~

using derivatives to adjust the interest rate sensitivity of our variable-rate borrowings, which we discuss in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition - Hedging Instruments."

•

monitoring and adjusting, if necessary, the reset index and interest rate related to our borrowings;

~~ITEM 4.~~

•

attempting to structure our borrowing agreements for our commercial mortgage-backed securities to have a range of different maturities, terms, amortizations and interest rate adjustment periods; and

•

using derivatives to adjust the interest rate sensitivity of our variable-rate borrowings, which we discuss in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition - Derivative Instruments.”

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange ~~Commission's~~Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of our Chief Executive Officer and Chief Financial Officer, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1.

LEGAL PROCEEDINGS

We may become involved in litigation on various matters due to the nature of our business activities. The resolution of these matters may result in adverse judgments, fines, penalties, injunctions and other relief against us as well as monetary payments or other agreements and obligations. In addition, we may enter into settlements on certain matters in order to avoid the additional costs of engaging in litigation. Except as discussed below, we are unaware of any contingencies arising from such litigation that would require accrual or disclosure in the consolidated financial statements at June 30, ~~2019.~~

~~Open Litigation Matters~~

Six separate shareholder derivative suits (the "New York State Actions") purporting to assert claims on our behalf were filed in the Supreme Court of New York on the following dates: December 2015 (the "Reaves Action"), February 2017 (the "Caito Action"), March 2017 (the "Simpson Action"), March 2017 (the "Heckel Action"), May 2017 (the "Schwartz Action"), and August 2017 (the "Greff Action"). Plaintiffs in the Schwartz Action and Greff Action made demands on our board of directors (our "Board") before filing suit, but plaintiffs in the Reaves Action, Caito Action, Simpson Action and Heckel Action did not. All of the shareholder derivative suits are substantially similar and allege that certain of our current and former officers and directors breached their fiduciary duties, wasted corporate assets and/or were unjustly enriched. Certain complaints assert additional claims against Exantas Capital Manager Inc. (our "Manager") and Resource America, Inc. ("Resource America") for unjust enrichment based on allegations that our Manager received excessive management fees from us. In June 2017, the court stayed the Reaves Action, Caito Action, Simpson Action and Heckel Action in favor of the federal shareholder derivative litigation described below under "- Settled and Dismissed Litigation Matters." In June 2019 and July 2019, the Schwartz Action and Greff Action, respectively, were dismissed. We believe that the plaintiffs in each of the four remaining New York State Actions lack standing to assert claims derivatively on our behalf, and we intend to seek the dismissal of all of such remaining New York State Actions.

In August 2017, Robert Canoles filed a shareholder derivative suit in Maryland Circuit Court against certain of our current and former officers and directors, as well as our Manager and Resource America (the "Canoles Action"). The complaint in the Canoles Action, as amended in October 2017, asserts a variety of claims, including claims for breach of fiduciary duty, unjust enrichment and corporate waste, which are based on allegations substantially similar to those at issue in the Federal Demand Futile Actions (defined below). The Canoles Action was stayed by the Maryland Circuit Court in favor of the federal shareholder litigation described below under "- Settled and Dismissed Litigation Matters." We believe that Canoles lacks standing to assert claims derivatively on our behalf. We intend to seek the dismissal of the Canoles Action.

In April 2018, we funded $2.0 million into escrow in connection with the proposed settlement of outstanding litigation, which was settled in August 2018. We did not have any general litigation reserve at June 30, 2019 and December 31, 2018.2020.

Primary Capital Mortgage, LLC ~~("PCM"~~(“PCM”) is subject to potential litigation related to claims for repurchases or indemnifications on loans that PCM has sold to third parties. At June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, no such litigation demand was outstanding. Reserves for such litigation demands are included in the reserve for mortgage repurchases and indemnifications that totaled $1.7 million at June 30, ~~2019~~2020 and December 31, ~~2018.~~2019. The reserves for mortgage repurchases and indemnifications are included in liabilities held for sale on the consolidated balance sheets. As of June 30, 2020, we have substantially completed disposing of PCM’s business.

~~Settled and Dismissed~~ Litigation Matters

We ~~previously disclosed two consolidated shareholder derivative actions~~did not have any pending in the United States District Court for the Southern District of New York (the "Court") purporting to assert claims on our behalf similar to the claims in the New York State Actions (collectively, the "Federal Actions"): (a) by shareholders who declined to make a demand on our Board prior to filing suit (the "Federal Demand Futile Actions") comprising a suit filed in January 2017 (the "Greenberg Action") and another suit filed in January 2017 (the "DeCaro Action") and (b) by shareholders who served demands on our Board to bring litigation and allege that their demands were wrongfully refused ("Federal Demand Refused Actions") comprising a suit by filed in February 2017 (the "McKinney Action"), a suit filed in March 2017 (the "Sherek/Speigel Action") and a suit filed in April 2017 (the "Sebenoler Action"). In January 2019, the parties to the Federal Actions executed a stipulation and agreement of settlement (the "Federal Actions Settlement Agreement"), which received final approval from the Court on May 17,matters or general litigation reserve at June 30, 2020 or December 31, 2019. Under the Federal Actions Settlement Agreement, we agreed to implement certain corporate governance changes and paid $550,000 in plaintiffs' attorneys' fees, funded by our insurers. In exchange for the settlement consideration, the defendants were released from liability for certain claims, including all claims asserted in the Federal Actions. Among other terms and conditions, the Federal Actions Settlement Agreement provides that the defendants deny any and all allegations of wrongdoing and maintain that they have acted lawfully and in accordance with their fiduciary duties at all times.

We previously disclosed another shareholder derivative action filed in the United States District Court for the District of Maryland against certain of our former officers and directors and our Manager (the "Hafkey Action"). The complaint asserted a breach of fiduciary duty claim that is substantially similar to the claims at issue in the Federal Actions. In May 2019, Mr. Hafkey voluntarily dismissed his suit in light of the settlement and dismissal of the Federal Actions.

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ITEM 1A.

RISK FACTORS

AsFor information regarding factors that could affect our results of ~~the date of this report, there have been no material changes to~~operations, financial condition and liquidity, see the risk factors ~~disclosed~~discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K ~~filed~~for the year ended December 31, 2019 (the “Annual Report”).

In light of developments relating to the COVID-19 pandemic occurring subsequent to the filing of our Annual Report, we are supplementing the risk factors discussed in our Annual Report with the ~~Securities and Exchange Commission ("SEC"), except we may disclose changes to such~~following risk factor, which should be read in conjunction with the risk factors ~~or disclose additional factors from time to time~~contained in our ~~future filings with~~Annual Report.

The outbreak of widespread contagious disease, such as the ~~SEC.~~novel coronavirus, COVID-19, has caused, and may continue to cause, shocks to the United States and global economy and to our business, which has had, and may continue to have, an adverse impact on our financial condition, our results of operations and our liquidity and capital resources.

In December 2019, COVID-19 was identified in Wuhan, China. The resulting global proliferation of the virus led the World Health Organization to designate COVID-19 as a pandemic and numerous countries, including the United States, to declare national emergencies. Many countries have responded to the outbreak by instituting quarantines and restrictions on travel, which has resulted in the closure or remote operation of non-essential businesses. While certain countries have begun to ease restrictions and financial markets have stabilized to some degree, the pandemic continues to plague the overall economy and extend uncertainty over the ultimate impact to the economy. Such actions have produced material and previously unforeseeable shocks to global markets, disruptions to global supply chains, increasing rates of unemployment and adversity to many industries and economies as whole.

The COVID-19 pandemic has had, and may continue to have, a material adverse impact on our financial condition, liquidity and results of operations and the market price of our common stock and preferred stock. We expect that these impacts are likely to continue to some extent as the pandemic persists. Although many or all facets of our business have been or could be impacted by the COVID-19 pandemic, we currently believe the following impacts to be among the most material to us:

•

COVID-19 could have a significant long-term impact on the broader economy and the commercial real estate (“CRE”) market generally, which would negatively impact the value of the properties collateralizing our loans. Our portfolio includes loans collateralized by hotel, retail, multifamily and other property types that are particularly negatively impacted by the pandemic. While we believe the principal amount of our loans is currently generally adequately protected by underlying value, there can be no assurance that as the pandemic continues these values will not be adversely affected, which could impact our ability to realize the entire principal value of some or all of our investments.

•

We are actively engaged in discussions with our borrowers, some of whom we expect may face challenges in complying with the terms of their loans. We have executed four modifications and eight forbearance agreements of CRE loans in an effort to reduce the credit risk created as result of financial difficulties related to the pandemic. We anticipate the future execution of modifications of our loans and potentially instances of default or foreclosure on assets underlying our loans, which will adversely affect the credit profile and realizable value of our assets, our results of operations and our financial condition.

•

The shocks to global markets, particularly the real estate credit markets, adversely impacted the market pricing of our CRE securities. Depending on the magnitude and duration of the pandemic’s impact, the assets underlying these securities may default on their terms, requiring that we incur credit losses on our portfolio.

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~~ITEM 6.~~

•

We have warehouse facilities with numerous lenders and continuously engage in discussions around the value of pledged assets as defined in our agreements with such lenders, potential deleveraging, the application of certain provisions of such agreements to these circumstances and other structural elements under the agreements. If we do not have the funds available to make required payments, it would likely result in defaults under the particular facilities affected that, because of cross-default provisions, could result in defaults under other debt instruments as well as potential loss of our assets to the lenders unless we are able to raise the funds from alternative sources, including by selling or financing assets or raising capital, each of which we may be required to do under adverse market conditions or at an inopportune time or on unfavorable terms, or may be unable to do at all. The COVID-19 pandemic has made it very difficult for businesses generally, including us, to access liquidity sources at terms commensurate with those prior to this pandemic, or at all. Pledging additional collateral or otherwise paying down facilities to satisfy our lenders and avoid potential margin calls and loan defaults would reduce our cash available to meet subsequent margin calls and/or future funding requests as well as make other, higher yielding investments, thereby decreasing our liquidity, return on equity, available cash, net income and ability to implement our investment strategy. If we cannot meet lender requirements related to margin calls or other terms of our credit agreements, the lender or counterparty could accelerate our indebtedness, increase the interest rate on advanced funds and terminate our ability to borrow additional funds, which would materially and adversely affect our financial condition and ability to implement our investment strategy.

•

The COVID-19 pandemic has reduced, and likely will continue to reduce, the availability of liquidity sources, but our requirements for liquidity, including future funding commitments and margin calls, likely will not be commensurately reduced. If we do not have funds available to meet our obligations, we would have to raise funds from alternative sources, which may be at unfavorable terms or may not be available to us due to the impacts of COVID-19. We expect that the adverse impact of the COVID-19 pandemic will likely adversely affect our liquidity position and could limit our ability to grow our business and fully execute our business strategy. We seek to preserve and build our liquidity to best position us to weather near-term market uncertainty, satisfy our loan future funding requests and to potentially make new investments, which will cause us to take some or all of the following actions: borrow additional capital, sell assets and /or change our dividend distributions consistent with real estate investment trust distribution requirements. In furtherance of this goal, we suspended distributions in the first quarter of 2020.

•

Interest rates and credit spreads have been significantly impacted since the outbreak of COVID-19. This can result in volatile changes to the fair value of our floating rate loans, fixed-rate loans and CRE securities and also the interest obligations on our floating-rate borrowings, which could result in an increase to our interest expense.

We also have experienced and may continue to experience other negative impacts to our business as a result of the pandemic that could exacerbate other risks, including:

•

lack of liquidity in our assets;

•

greater risk of loss on our mezzanine loans and preferred equity investments;

•

risk associated with loans that are in transition;

•

the concentration of our loans and investments in certain geographies, property types or relationships in areas that may be disproportionately affected by the pandemic;

•

risks associated with our securitizations that we use to finance our loans;

•

downgrades in credit ratings assigned to our investments;

•

investments in interest rate derivative contracts and risks associated with our hedging and derivatives;

•

the difficulty of estimating provisions for credit losses;

•

borrower and counterparty risks;

•

operational impacts on ourselves and our third-party advisors, service providers, vendors and counterparties;

•

limitations on our ability to ensure business continuity in the event our, or our third-party advisors’ and service providers’, continuity of operations plan is not effective or improperly implemented or deployed during the disruption caused by the pandemic;

•

an inability to review potential investments in affected areas as a result of quarantines, restrictions on travel, “shelter in place” rules, restrictions on types of businesses that may continue to operate and restrictions on types of construction projects that may continue;

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•

an extended period of remote working by our Manager’s and/or its affiliate’s employees could strain our technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic; and

•

other risks described in our Annual Report as they may be amended by our periodic filings with the Securities and Exchange Commission.

The rapid development of the pandemic and the resulting economic effects have created uncertainty surrounding the ultimate impact of the COVID-19 pandemic on the global economy generally, and the CRE business in particular. As a result, we cannot project the ultimate adverse impact of the COVID-19 pandemic on the global economy or our business, including our financial condition and performance. The extent of the impact of COVID-19 will depend on future developments, including new information that may emerge about the severity of the pandemic, the extension of quarantines and restrictions on travel, the discovery of successful treatments and the ensuing reactions by consumers, companies, governmental entities and global markets.

ITEM 6.

EXHIBITS


Exhibit No.		Description
2.1		Asset Purchase Agreement, dated June 6, 2017, by and among Stearns Lending, LLC, Primary Capital Mortgage, LLC, and Resource Capital Corp. (32)
2.1(b)		Mortgage Loan Sale and Purchase Agreement, dated May 29, 2019, by and between RCC Real Estate, Inc. and C-III Commercial Mortgage LLC. (44)
3.1(a)		Restated Certificate of Incorporation of Resource Capital Corp. (1)
3.1(b)		Articles of Amendment to Restated Certificate of Incorporation of Resource Capital Corp. (27)
3.1(c)		Articles Supplementary 8.50% Series A Cumulative Redeemable Preferred Stock. (15)
3.1(d)		Articles Supplementary 8.50% Series A Cumulative Redeemable Preferred Stock. (16)
3.1(e)		Articles Supplementary 8.25% Series B Cumulative Redeemable Preferred Stock. (17)
3.1(f)		Articles Supplementary 8.50% Series A Cumulative Redeemable Preferred Stock. (21)
3.1(g)		Articles Supplementary 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock. (8)
3.1(h)		Articles of Amendment, effective May 25, 2018. (39)
3.2		~~Second~~Third Amended and Restated Bylaws of Exantas Capital Corp. ~~(39)~~(49)
3.3		Marked Third Amended and Restated Bylaws of Exantas Capital Corp. (49)
4.1(a)		Form of Certificate for Common Stock for Resource Capital Corp. (1)
4.1(b)		Form of Certificate for 8.50% Series A Cumulative Redeemable Preferred Stock. (12)
4.1(c)		Form of Certificate for 8.25% Series B Cumulative Redeemable Preferred ~~Stock~~Stock. (17)
4.1(d)		Form of Certificate for 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock. (8)
4.2(a)		Junior Subordinated Indenture between Resource Capital Corp. and Wells Fargo Bank, N.A., dated May 25, 2006. (2)
4.2(b)		Amendment to Junior Subordinated Indenture and Junior Subordinated Note due 2036 between Resource Capital Corp. and Wells Fargo Bank, N.A., dated October 26, 2009 and effective September 30, 2009. (6)
4.3(a)		Amended and Restated Trust Agreement among Resource Capital Corp., Wells Fargo Bank, N.A., Wells Fargo Delaware Trust Company and the Administrative Trustees named therein, dated May 25, 2006. (2)
4.3(b)		Amendment to Amended and Restated Trust Agreement and Preferred Securities Certificate among Resource Capital Corp., Wells Fargo Bank, N.A. and the Administrative Trustees named therein, dated October 26, 2009 and effective September 30, 2009. (6)
4.4		Junior Subordinated Note due 2036 in the principal amount of $25,774,000, dated October 26, 2009. (6)
4.5(a)		Junior Subordinated Indenture between Resource Capital Corp. and Wells Fargo Bank, N.A., dated September 29, 2006. (3)
4.5(b)		Amendment to Junior Subordinated Indenture and Junior Subordinated Note due 2036 between Resource Capital Corp. and Wells Fargo Bank, N.A., dated October 26, 2009 and effective September 30, 2009. (6)
4.6(a)		Amended and Restated Trust Agreement among Resource Capital Corp., Wells Fargo Bank, N.A., Wells Fargo Delaware Trust Company and the Administrative Trustees named therein, dated September 29, 2006. (3)
4.6(b)		Amendment to Amended and Restated Trust Agreement and Preferred Securities Certificate among Resource Capital Corp., Wells Fargo Bank, N.A. and the Administrative Trustees named therein, dated October 26, 2009 and effective September 30, 2009. (6)
4.7		Junior Subordinated Note due 2036 in the principal amount of $25,774,000, dated October 26, 2009. (6)
4.8(a)		~~Senior Indenture between the Company and Wells Fargo Bank, National Association, as Trustee, dated October 21, 2013. (24)~~
~~4.8(b)~~		~~First Supplemental Indenture between the Company and Wells Fargo Bank, National Association, as Trustee (including the form of 6.00% Convertible Senior Note due 2018). (24)~~
~~4.8(c)~~		~~Form of 6.00% Convertible Senior Note due 2018 (included in Exhibit 4.8(b)).~~
~~4.8(d)~~		Second Supplemental Indenture, dated January 13, 2015, between Resource Capital Corp. and Wells Fargo Bank, National Association, as Trustee (including the form of 8.00% Convertible Senior Note due 2020). (19)
~~4.8(e)~~4.8(b)		Form of 8.00% Convertible Senior Note due 2020 (included in Exhibit ~~4.8(d)~~4.8(a)).
~~4.8(f)~~4.8(c)		Third Supplemental Indenture, dated August 16, 2017, between Resource Capital Corp. and Wells Fargo Bank, National Association, as Trustee (including the form of 4.50% Convertible Senior Note due 2022). (34)
~~4.8(g)~~4.8(d)		Form of 4.50% Convertible Senior Note due 2022 (included in Exhibit ~~4.8(f)~~4.8(c)).
~~10.1~~4.9		Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (49)
10.1(a)		Third Amended and Restated Management Agreement between Resource Capital Corp., Resource Capital Manager, Inc. and Resource America, Inc. dated as of December 4, 2017. (36)
~~10.2(a)~~10.1(b)		~~2005 Stock Incentive Plan. (1)~~Amendment No. 1 to Third Amended and Restated Management Agreement between Exantas Capital Corp. (formerly known as Resource Capital Corp.), Exantas Capital Manager Inc. (formerly known as Resource Capital Manger, Inc.) and Resource America, Inc. dated as of February 20, 2020. (48)

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~~10.2(b)~~10.2		~~Form~~Fourth Amended and Restated Management Agreement, dated as of ~~Stock Award Agreement. (7)~~
~~10.2(c)~~		~~Form of Stock Option Agreement. (7)~~July 31, 2020, by and among Exantas Capital Corp., ACRES Capital, LLC and ACRES Capital Corp. (51)
10.3(a)		~~Second Amended and Restated Omnibus Equity Compensation~~2005 Stock Incentive Plan. ~~(45)~~(1)
10.3(b)		Form of Stock Award Agreement. ~~(25)~~(7)
10.3(c)		Form of Stock Option Agreement. (7)
10.4(a)		Second Amended and Restated Omnibus Equity Compensation Plan. (45)
10.4(b)		Amendment No. 1 to the Exantas Capital Corp. Second Amended and Restated Omnibus Equity Compensation Plan.
10.4(c)		Form of Stock Award Agreement. (25)
10.4(d)		Form of Stock Award Agreement (for employees with Resource America, Inc. employment agreements). (25)
~~10.4~~10.5		Services Agreement between Resource Capital Asset Management, LLC and Apidos Capital Management, LLC, dated February 24, 2011. (10)
~~10.5~~10.6		Membership Interest Purchase Agreement, dated as of August 1, 2016, by and among CVC Credit Partners U.S. Lending I, L.P., Coller International Partners VII, L.P., Coller International Partners VII Parallel Fund, L.P. and Coller International Partners VII Luxembourg, SLP (solely with respect to Section 6.7 thereof), NEW NP, LLC, and Resource Capital Corp. (solely with respect to Section 6.8 thereof)).(30)

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~~10.6~~		~~Form of Indemnification Agreement. (33)~~
10.7		Form of Indemnification Agreement. (33)
10.8		Exchange Agreement, dated August 10, 2017, by and between Resource Capital Corp., Oaktree Real Estate Debt Holdings Ltd., INVESTIN PRO RED HOLDINGS, LLC, and Oaktree TSE-16 Real Estate Debt, LLC. (34)
10.9(a)		Loan and Servicing Agreement, dated as of July 31, 2020, among RCC Real Estate SPE Holdings LLC, as Holdings, RCC Real Estate SPE 9 LLC, as the Borrower, Massachusetts Mutual Life Insurance Company and the other Lenders from time to time party thereto, Wells Fargo Bank, National Association, as the Administrative Agent, Massachusetts Mutual Life Insurance Company, as the Facility Servicer, ACRES Capital Servicing LLC, as the Portfolio Asset Servicer, and Wells Fargo Bank, National Association, as the Collateral Custodian. (51)
10.9(b)		Guaranty, dated as of July 31, 2020, by Exantas Capital Corp., and each of Exantas Real Estate Funding 2018-RSO6 Investor, LLC, Exantas Real Estate Funding 2019-RSO7 Investor, LLC, and Exantas Real Estate Funding 2020-RSO8 Investor, LLC, in favor of the Secured Parties. (51)
10.10		Note and Warrant Purchase Agreement, dated as of July 31, 2020, by and among Exantas Capital Corp. and the Purchasers signatory thereto. (51)
10.11		Promissory Note, dated as of July 31, 2020, issued by ACRES Capital Corp. to RCC Real Estate, Inc. (51)
31.1		Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer.
31.2		Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer.
32.1		Certification Pursuant to 18 U.S.C. Section 1350.
32.2		Certification Pursuant to 18 U.S.C. Section 1350.
99.1(a)		Amended and Restated Master Repurchase and Securities Contract by and between RCC Real Estate SPE 4, LLC, as Seller, and Wells Fargo Bank, National Association, as Buyer, dated as of July 19, ~~2018~~2018. (11)
99.1(b)		First Amendment to Amended and Restated Master Repurchase and Securities Contract by and between RCC Real Estate SPE 4, LLC, as Seller, and Wells Fargo Bank, National Association, as Buyer, dated as of May 29, 2019. (46)
99.1(c)		Amended and Restated Guaranty Agreement made by Exantas Capital Corp., as guarantor, and Wells Fargo Bank, National Association, dated as of July 19, ~~2018~~2018. (11)
99.2(a)		Master Repurchase and Securities Contract Agreement between RCC Real Estate 6, LLC and Morgan Stanley Bank, NA, dated as of September 10, 2015. (28)
99.2(b)		Second Amendment to Master Repurchase and Securities Contract Agreement between RCC Real Estate 6, LLC and Morgan Stanley Bank, N.A. dated as of September 10, 2018. (41)
99.2(c)		Third Amendment to Master Repurchase and Securities Contract Agreement between RCC Real Estate 6, LLC and Morgan Stanley Bank, N.A. dated as of September 10, 2019. (47)
99.2(d)		Guaranty dated as of September 10, 2015, made by Resource Capital Corp., as guarantor, in favor of Morgan Stanley Bank, N.A. (28)
99.3(a)		Master Repurchase Agreement between RCC Real Estate SPE 7, LLC and Barclays Bank PLC, dated as of April 10, 2018. (38)
99.3(b)		Guaranty dated as of April 10, 2018, made by Resource Capital Corp., as guarantor, in favor of Barclays Bank PLC. (38)
99.3(c)		First Amendment to Guaranty dated as of May 7, 2020, made by Exantas Capital Corp., f/k/a Resource Capital Corp., as guarantor, in favor of Barclays Bank PLC. (50)
99.4(a)		Master Repurchase Agreement for $250,000,000 between RCC Real Estate SPE 8, LLC, as Seller, and JPMorgan Chase Bank, National Association, as Buyer, dated October 26, 2018. (40)
99.4(b)		Guarantee made by Exantas Capital Corp., as guarantor, in favor of JPMorgan Chase Bank, National Association, dated October 26, 2018. (40)
99.4(c)		First Amendment to Guarantee Agreement, dated May 6, 2020, between Exantas Capital Corp. and JPMorgan Chase Bank, National Association. (50)
99.5(a)		Notice of Proposed Settlement of Shareholder Derivative Litigation. (43)
99.5(b)		Stipulation and Agreement of Settlement. (43)
99.6		Federal Income Tax Consequences of our Qualification as a REIT. ~~(42)~~(49)
~~101~~101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data ~~Files.~~File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

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101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File.


(1)		Filed previously as an exhibit to the ~~Company's~~Company’s registration statement on Form S-11, Registration No. 333-126517.
(2)		Filed previously as an exhibit to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(3)		Filed previously as an exhibit to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
(4)		Filed previously as an exhibit to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
(5)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on June 26, 2014.
(6)		Filed previously as an exhibit to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.
(7)		Filed previously as an exhibit to the ~~Company's~~Company’s Registration Statement on Form S-11 (File No. 333-132836).
(8)		Filed previously as an exhibit to the ~~Company's~~Company’s Registration Statement on Form 8-A filed on June 9, 2014.
(9)		Filed previously as an exhibit to the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
(10)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on March 2, 2011.
(11)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on July 25, 2018.
(12)		Filed previously as an exhibit to the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed on March 18, 2013.
(13)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on March 2, 2012.
(14)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on June 13, 2012.
(15)		Filed previously as an exhibit to the ~~Company's~~Company’s registration statement on Form 8-A filed on June 8, 2012.
(16)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on June 29, 2012.
(17)		Filed previously as an exhibit to the ~~Company's~~Company’s Registration Statement on Form 8-A filed on September 28, 2012.
(18)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on September 23, 2014.
(19)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on January 13, 2015.
(20)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on October 1, 2012.
(21)		Filed previously as an exhibit to the Company Current Report on Form 8-K filed on November 20, 2012.
(22)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on April 8, 2013.
(23)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on July 25, 2013.
(24)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on October 21, 2013.
(25)		Filed previously as an exhibit to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
(26)		Filed previously as an exhibit to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.
(27)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on September 1, 2015.
(28)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on September 16, 2015.
(29)		Filed previously as an exhibit to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
(30)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on August 5, 2016.
(31)		Filed previously as an exhibit to the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
(32)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on June 8, 2017.
(33)		Filed previously as an exhibit to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
(34)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on August 16, 2017.

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(35)		Filed previously as an exhibit to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.
(36)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on December 18, 2017.
(37)		Filed previously as an exhibit to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
(38)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on April 12, 2018.
(39)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on May 25, 2018.
(40)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on October 30, 2018.
(41)		Filed previously as an exhibit to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.
(42)		Filed previously as an exhibit to the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
(43)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on March 27, 2019.
(44)		Filed previously as an exhibit to the ~~Company's~~Company’s Current Report on Form 8-K filed on May 30, 2019.
(45)		Filed previously as an exhibit to the ~~Company's~~Company’s Proxy Statement filed on April 18, 2019.
(46)		Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
(47)		Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
(48)		Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on February 24, 2020.
(49)		Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
(50)		Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
(51)		Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on August 3, 2020.

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7778

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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.

		EXANTAS CAPITAL CORP.
		(Registrant)

August ~~7, 2019~~10, 2020	By:	/s/ ~~Robert C. Lieber~~Mark Fogel
		~~Robert C. Lieber~~Mark Fogel
		President & Chief Executive Officer

August ~~7, 2019~~10, 2020	By:	/s/ David J. Bryant
		David J. Bryant
		Senior Vice President
		Chief Financial Officer and Treasurer

August ~~7, 2019~~10, 2020	By:	/s/ Eldron C. Blackwell
		Eldron C. Blackwell
		Vice President
		Chief Accounting Officer

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7879

	Common Stock					Series B Preferred			Series C Preferred		Additional Paid-In			Accumulated Other Comprehensive			Retained			Distributions in Excess of			Total Stockholders'
	Shares			Amount		Stock			Stock		Capital			Income (Loss)			Earnings			Earnings			Equity
Balance, January 1, 2018		31,429,892		$	31	$	5		$	5	$	1,187,911		$	1,297		$	—		$	(517,773	)	$	671,476
Stock-based compensation		236,387			1		—			—		—			—			—			—			1
Amortization of stock-based compensation		—			—		—			—		1,626			—			—			—			1,626
Retirement of common stock		(7,134	)		—		—			—		(70	)		—			—			—			(70	)
Forfeiture of unvested stock		(1,725	)		—		—			—		—			—			—			—			—
Net income		—			—		—			—		—			—			8,849			—			8,849	��
Distributions on preferred stock		—			—		—			—		—			—			(7,797	)		—			(7,797	)
Preferred stock redemption		—			—		(5	)		—		(107,881	)		—			(7,482	)		—			(115,368	)
Securities available-for-sale, fair value adjustment, net		—			—		—			—		—			315			—			—			315
Designated derivatives, fair value adjustment		—			—		—			—		—			1,604			—			—			1,604
Distributions on common stock		—			—		—			—		—			—			6,430			(11,179	)		(4,749	)
Balance, June 30, 2018		31,657,420		$	32	$	—		$	5	$	1,081,586		$	3,216		$	—		$	(528,952	)	$	555,887

Balance, January 1, 2019		31,657,499		$	32	$	—		$	5	$	1,082,677		$	(3,057	)	$	—		$	(525,838	)	$	553,819
Stock-based compensation		220,848			—		—			—		—			—			—			—			—
Amortization of stock-based compensation		—			—		—			—		1,095			—			—			—			1,095
Forfeiture of unvested stock		(8,453	)		—		—			—		—			—			—			—			—
Net income		—			—		—			—		—			—			17,024			—			17,024
Distributions on preferred stock		—			—		—			—		—			—			(5,175	)		—			(5,175	)
Securities available-for-sale, fair value adjustment, net		—			—		—			—		—			9,192			—			—			9,192
Designated derivatives, fair value adjustment		—			—		—			—		—			(4,458	)		—			—			(4,458	)
Distributions on common stock		—			—		—			—		—			—			(11,849	)		(1,696	)		(13,545	)
Balance, June 30, 2019		31,869,894		$	32	$	—		$	5	$	1,083,772		$	1,677		$	—		$	(527,534	)	$	557,952

	Six Months Ended June 30, 2019		Year Ended December 31, 2018
	Commercial Real Estate Loans		Commercial Real Estate Loans
Allowance for loan losses:
Allowance for loan losses at beginning of period	$	1,401	$	5,328
Provision for (recovery of) loan losses, net ⁽¹⁾		1,196		(1,595	)
Loans charged-off		—		(2,332	)
Allowance for loan losses at end of period	$	2,597	$	1,401

	Rating 1		Rating 2		Rating 3 ⁽¹⁾		Rating 4		Rating 5		Held for Sale ⁽²⁾		Total
At June 30, 2019:
Whole loans	$	—	$	1,758,536	$	158,095	$	4,348	$	—	$	—	$	1,920,979
Mezzanine loan ⁽³⁾		—		4,700		—		—		—		—		4,700
Preferred equity investments ⁽³⁾		—		25,410		—		—		—		—		25,410
Legacy CRE loans held for sale		—		—		—		—		—		16,082		16,082
Total	$	—	$	1,788,646	$	158,095	$	4,348	$	—	$	16,082	$	1,967,171

At December 31, 2018:
Whole loans	$	—	$	1,447,206	$	77,067	$	4,840	$	—	$	—	$	1,529,113
Mezzanine loan ⁽³⁾		—		4,700		—		—		—		—		4,700
Preferred equity investment ⁽³⁾		—		19,555		—		—		—		—		19,555
Legacy CRE loans held for sale		—		—		—		—		—		17,000		17,000
Total	$	—	$	1,471,461	$	77,067	$	4,840	$	—	$	17,000	$	1,570,368

	June 30, 2019					December 31, 2018
	Amortized Cost ⁽¹⁾		Fair Value ⁽¹⁾		Weighted Average Coupon	Amortized Cost ⁽¹⁾		Fair Value ⁽¹⁾		Weighted Average Coupon
Less than one year ⁽²⁾	$	91,948	$	91,924	5.55%	$	126,446	$	126,014	5.76%
Greater than one year and less than five years		133,745		134,728	5.53%		98,220		97,083	5.21%
Greater than five years and less than ten years		214,401		219,012	4.08%		197,953		195,901	4.06%
Total	$	440,094	$	445,664	4.76%	$	422,619	$	418,998	4.76%

	Less than 12 Months							More than 12 Months							Total
	Fair Value		Unrealized Losses			Number of Securities		Fair Value		Unrealized Losses			Number of Securities		Fair Value		Unrealized Losses			Number of Securities
At June 30, 2019:
CMBS	$	118,681	$	(1,505	)		21	$	1,624	$	(82	)		6	$	120,305	$	(1,587	)		27

At December 31, 2018:
CMBS	$	329,441	$	(4,001	)		49	$	6,757	$	(432	)		7	$	336,198	$	(4,433	)		56

	For the Three Months Ended										For the Six Months Ended
	Positions Sold/Redeemed		Par Amount Sold/Redeemed		Amortized Cost		Realized Gain		Proceeds		Positions Sold/Redeemed		Par Amount Sold/Redeemed		Amortized Cost		Realized Gain (Loss)			Proceeds
June 30, 2019:
CMBS		1	$	634	$	634	$	4	$	638		1	$	634	$	634	$	4		$	638
June 30, 2018:
ABS		—	$	—	$	—	$	—	$	—		2	$	411	$	265	$	(217	)	$	48

								Equity in Earnings (Losses) of Unconsolidated Entities
	Ownership % at							For the Three Months Ended					For the Six Months Ended
	June 30, 2019			June 30, 2019		December 31, 2018		June 30, 2019		June 30, 2018			June 30, 2019		June 30, 2018
Pelium Capital ⁽¹⁾		—	%	$	—	$	—	$	—	$	75		$	—	$	(230	)
RCM Global		—	%		—		—		—		(6	)		—		7
Subtotal					—		—		—		69			—		(223	)
Investment in RCT I and II ⁽²⁾		3.0	%		1,548		1,548		26		24			52		46
Total				$	1,548	$	1,548	$	26	$	93		$	52	$	(177	)

	Non-Employee Directors			Non- Employees ⁽¹⁾			Former Employees			Total
Unvested shares at January 1, 2019		30,234			386,628			5,809			422,671
Issued		24,650			196,198			—			220,848
Vested		(27,032	)		(175,454	)		(5,809	)		(208,295	)
Forfeited		—			(8,453	)		—			(8,453	)
Unvested shares at June 30, 2019		27,852			398,919			—			426,771

Grant Date	Shares		Vesting per Year	Vesting Date(s)
January 22, 2019		196,198	33%	January 22, 2020, January 22, 2021 and January 22, 2022
February 1, 2019		3,308	100%	February 1, 2020
March 8, 2019		14,108	100%	March 8, 2020
June 3, 2019		3,164	100%	June 3, 2020
June 6, 2019		3,170	100%	June 6, 2020
June 19, 2019		900	100%	June 19, 2020

	Net Unrealized Gain (Loss) on Derivatives			Net Unrealized (Loss) Gain on Investment Securities Available-for-Sale			Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2019	$	563		$	(3,620	)	$	(3,057	)
Other comprehensive (loss) income before reclassifications		(4,390	)		9,196			4,806
Amounts reclassified from accumulated other comprehensive income ⁽¹⁾		(68	)		(4	)		(72	)
Balance at June 30, 2019	$	(3,895	)	$	5,572		$	1,677

	Common Stock
	Date Paid	Total Dividend Paid		Dividend Per Share
		(in thousands)
2019
June 30	July 26	$	7,172	$	0.225
March 31	April 26	$	6,373	$	0.20
2018
December 31	January 25, 2019	$	5,540	$	0.175
September 30	October 26	$	4,749	$	0.15
June 30	July 27	$	3,165	$	0.10
March 31	April 27	$	1,584	$	0.05

	Series B Preferred Stock					Series C Preferred Stock
	Date Paid	Total Dividend Paid		Dividend Per Share		Date Paid	Total Dividend Paid		Dividend Per Share
	(in thousands)					(in thousands)
2019
June 30	N/A	N/A		N/A		July 30	$	2,587	$	0.539063
March 31	N/A	N/A		N/A		April 30	$	2,588	$	0.539063
2018
December 31	N/A	N/A		N/A		January 30, 2019	$	2,588	$	0.539063
September 30	N/A	N/A		N/A		October 30	$	2,588	$	0.539063
June 30	N/A	N/A		N/A		July 30	$	2,588	$	0.539063
March 31	N/A	N/A		N/A		April 30	$	2,588	$	0.539063
March 26	March 26	$	1,480	$	0.320830	N/A	N/A		N/A

Loan Description	Number of Loans		Amortized Cost		Carrying Value
At June 30, 2019:
Legacy CRE loan		1	$	22,150	$	16,082
Mezzanine loan⁽¹⁾		1		—		—
Total		2	$	22,150	$	16,082
At December 31, 2018:
Legacy CRE loan		1	$	21,666	$	17,000
Mezzanine loan ⁽¹⁾		1		—		—
Total		2	$	21,666	$	17,000

	Fair Value at December 31, 2018		Net Purchases (Sales) ⁽¹⁾		Net Upgrades (Downgrades)			Paydowns ⁽²⁾			MTM Change on Same Ratings			Fair Value at June 30, 2019
Moody's ratings category:
Aaa	$	5,954	$	—	$	—		$	(1,088	)	$	(44	)	$	4,822
Aa1 through Aa3		—		—		874			(763	)		—			111
A1 through A3		—		—		118			(94	)		—			24
Baa1 through Baa3		10,084		—		(2,116	)		—			507			8,475
Ba1 through Ba3		4,921		—		—			(172	)		2			4,751
B1 through B3		—		—		—			—			—			—
Caa1 through Caa3		—		—		—			—			—			—
Ca through C		—		—		—			—			—			—
Non-Rated		398,039		39,960		1,124			(21,780	)		10,138			427,481
Total	$	418,998	$	39,960	$	—		$	(23,897	)	$	10,603		$	445,664
S&P ratings category:
AAA	$	117	$	—	$	—		$	(94	)	$	—		$	23
AA+ through AA-		—		—		—			—			—			—
A+ through A-		5,298		—		(5,298	)		—			—			—
BBB+ through BBB-		29,254		—		(5,014	)		(763	)		1,903			25,380
BB+ through BB-		92,649		—		(1,124	)		(3,047	)		770			89,248
B+ through B-		22,124		—		—			—			533			22,657
CCC+ through CCC-		—		—		—			—			—			—
D		—		—		—			—			—			—
Non-Rated		269,556		39,960		11,436			(19,993	)		7,397			308,356
Total	$	418,998	$	39,960	$	—		$	(23,897	)	$	10,603		$	445,664
Fitch ratings category:
AAA	$	4,351	$	—	$	—		$	(949	)	$	(72	)	$	3,330
AA+ through AA-		—		—		—			—			—			—
A+ through A-		118		—		—			(94	)		—			24
BBB+ through BBB-		64,018		—		(2,405	)		—			5,566			67,179
BB+ through BB-		12,257		—		(2,892	)		—			652			10,017
B+ through B-		60,072		—		(5,014	)		(172	)		660			55,546
CCC		—		—		—			—			—			—
CC through D		—		—		—			—			—			—
Non-Rated		278,182		39,960		10,311			(22,682	)		3,797			309,568
Total	$	418,998	$	39,960	$	—		$	(23,897	)	$	10,603		$	445,664

	Amount
Book value:
Stockholders' equity, excluding equity attributable to preferred stock at September 30, 2017	$	460,569
Net income (loss) from operations and gain (loss) on resolutions of Plan assets ⁽¹⁾		(7,535	)
Book value at June 30, 2019	$	453,034
Book value per share at June 30, 2019	$	14.67

One-fourth of the ten year treasury rate ⁽²⁾		0.59	%

Greater of (a) 1.75% and (b) 0.4375% plus one-fourth of the ten year treasury rate		1.75	%

Incentive Compensation Hurdle ⁽³⁾	$	0.26

	Three Months Ended June 30, 2019		June 30, 2019		Three Months Ended December 31, 2018		December 31, 2018
	Average Principal Outstanding		Principal Outstanding ⁽¹⁾⁽²⁾		Average Principal Outstanding		Principal Outstanding ⁽¹⁾⁽²⁾
Term and Short-Term Repurchase Agreements
Collateralized by CRE loans	$	386,582	$	442,548	$	467,939	$	559,138
Collateralized by CMBS		304,835		327,999		267,990		295,048
Total	$	691,417	$	770,547	$	735,929	$	854,186