UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x
(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 20172023
 OR
¨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: 000-55188001-40923
BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.
(Exact name of registrant as specified in its charter) 
Maryland46-1406086
Maryland46-1406086
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
9 West 57th Street,1345 Avenue of the Americas, Suite 4920,32A, New York, NY1001910105
(Address of principal executive offices)(Zip Code)
(212) 588-6770 
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act: NoneAct
SecuritiesTitle of each classTrading Symbol(s)Name of each exchange on which registered pursuant to section 12(g) of the Act:
Common stock, $0.01Stock, par value $0.01 per share (Title of class)FBRTNew York Stock Exchange
7.50% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per shareFBRT PRENew York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o x No xo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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. x Yes ¨ No
Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨
x
Accelerated filer¨
Non-accelerated filerx
(Do not check if a smaller reporting company)
Smaller reporting company¨
Emerging growth company¨
If an emerging growth company, indicatedindicate 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
There is no established publicThe aggregate market forvalue of the registrant'svoting and non-voting common equity (not including shares of common stock. On November 9, 2017, the boardstock underlying outstanding shares of directors of the registrant , upon the recommendation of the registrant’s external advisor, unanimously approved and established an estimated net asset value (“NAV”) per share of the registrant’s common stock of $19.02. The estimated NAV per share is based upon the estimated value of the registrant’s assets less the registrant’s liabilitiesconvertible preferred stock) held by non-affiliates as of SeptemberJune 30, 2017. For a full description of the methodologies used to value the registrant’s assets and liabilities in connection with the calculation of the estimated NAV per share, see2023 was $1,114.5 million. See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”
The number of outstanding shares of the registrant's common stock on February 28, 20187, 2024 was 31,533,37082,122,502 shares.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be delivered to stockholders in connectionfiled by Franklin BSP Realty Trust, Inc. with the registrant's 2018Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s Annual Meeting of Stockholders areto be held on May 29, 2024 will be incorporated by reference into Part III ofin this Form 10-K.10-K in response to Items 10, 11, 12, 13 and 14 of Part III. The registrant intends to file itsdefinitive proxy statement withinwill be filed with the SEC not later than 120 days after itsthe registrant’s fiscal year end.ended December 31, 2023.



BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.


FORM 10-K
Year Ended December 31, 20172023





Page
58



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Forward-Looking Statements
Certain statements included in this Annual Report on Form 10-K are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Benefit Street PartnersFranklin BSP Realty Trust, Inc. ("we," "our," "us," or the "Company") and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should" or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
Our forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements, and thus our investors should not place undue reliance on these statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in this report,Annual Report, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at http://www.sec.gov. These factors include:
changes in our business and investment strategy;
our ability to make investments in a timely manner or on acceptable terms;
currentchanges in credit market conditions and our ability to obtain long-term financing for our investments in a timely manner and on terms that are consistent with what we project when we invest;
the effect of general market, real estate market, economic and political conditions, including the recent economic slowdownchanging interest rate environments (and sustained high interest rates) and dislocation in the global credit markets;inflation;
our ability to make scheduled payments on our debt obligations;
our ability to generate sufficient cash flows to make distributions to our stockholders;
our ability to generate sufficient debt and equity capital to fund additional investments;
our ability to refinance our existing financing arrangements;
our ability to recover unpaid principal on defaulted loans;
the degree and nature of our competition;
the availability of qualified personnel;
we may be deemedour ability to be an investment company under recover or mitigate estimated losses on non-performing assets;
the Investment Company Actimpact of 1940, as amended (the "Investment Company Act"), and thus subject to regulation under the Investment Company Act; andnational health crises;
our ability to maintain our qualification as a real estate investment trust ("REIT").

All forward-looking statements should be read in light of the risks identified in Part I, Item 1A of this Annual Report on Form 10-K.

Risk Factor Summary

We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage our stockholders to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety.

Risks Related to Our Financing Strategy
We have a significant amount of indebtedness and may need to incur more in the future.
We may not be able to earn returns on loans we make in excess of the interest we pay on our borrowings.
We rely on the availability of collateralized debt and loan obligation securitization markets to provide long-term financing for our loans and investments.
Lenders often require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions.
During periods of rising interest rates, our interest expense increases may outpace any increases in interest we earn on our assets, and the value of our assets may decrease.
We may not be able to access financing sources on attractive terms, if at all, which could adversely affect our ability to fund and grow our business, or result in dilution to our existing stockholders.
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Our short-term borrowings often require us to provide additional collateral when the fair market value of our collateral decreases, and these calls for collateral could significantly impact our liquidity position.
Risks Related to Our Investments
Our commercial real estate debt investments are subject to the risks typically associated with ownership of commercial real estate.
Our success depends on the availability of attractive investment opportunities.
Delays in liquidating defaulted commercial real estate debt investments could reduce our investment returns.
Operating and disposing of properties acquired through foreclosure subject us to additional risks that could harm our results of operations.
Subordinate commercial real estate debt that we originate or acquire could expose us to greater losses.
We may be subject to risks associated with construction lending, such as declining real estate values, cost overruns and delays in completion.
Jurisdictions with one action or security first rules or anti-deficiency legislation may limit the ability to foreclose on the property or to realize the obligation secured by the property by obtaining a deficiency judgment.
Insurance may not cover all potential losses on the properties underlying our investments, which may harm the value of our assets.
We invest in CMBS and CRE CLO Bonds, which may include subordinate securities, which entails certain risks.
We may not control the special servicing of the mortgage loans underlying the CMBS and CRE CLO Bonds in which we invest and, in such cases, the special servicer may take actions that could adversely affect our interests.
We invest in collateralized debt obligations ("CDOs") and such investments involve significant risks.
Most of our investments are illiquid and we may not be able to vary our portfolio in response to changes in economic and other conditions, which may result in losses to us.
Some of our investments will be carried at estimated fair value as determined by us and, as a result, there may be uncertainty as to the value of these investments.
Competition with third parties for originating and acquiring investments may reduce our profitability.
Our due diligence may not reveal all material issues relating to our origination or acquisition of a particular investment.
We may be unable to restructure loans in a manner that we believe maximizes value, particularly if we are one of multiple creditors in large capital structures.
We may be subject to risks associated with future advance obligations, such as declining real estate values and operating performance.
We may not be successful in our attempts to align the maturities of our liabilities with the maturities on our assets, which could harm our operating results and financial condition.
Provision for credit losses is difficult to estimate.
Any credit ratings assigned to our investments will be subject to ongoing evaluations and revisions and we cannot assure you that those ratings will not be downgraded.
Risks Related to the Conduit Segment of the Business
We use warehouse facilities that may limit our ability to acquire assets, and we may incur losses if the collateral is liquidated.
We directly or indirectly utilize non‑recourse securitizations, and such structures expose us to risks that could result in losses to us.
The securitization market is subject to a regulatory environment that may affect certain aspects of these activities.
We enter into hedging transactions that could expose us to contingent liabilities in the future.
Hedging against interest rate exposure may adversely affect our income, limit our gains or result in losses, which could adversely affect cash available for distributions to our stockholders.
Risks Related to Conflicts of Interest
The Advisor faces conflicts of interest relating to purchasing commercial real estate-related investments, and such conflicts may not be resolved in our favor, which could adversely affect our investment opportunities.
The Advisor and its employees face competing demands relating to their time, and this may cause our operating results to suffer.
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The fee structure set forth in the Advisory Agreement may not create proper incentives for the Advisor.
Our Advisor manages our portfolio pursuant to broad investment guidelines and is not required to seek the approval of our board of directors for each investment, financing, asset allocation or hedging decision made by it, which may result in our making riskier loans and other investments and which could materially and adversely affect us.
Our Advisor maintains a contractual as opposed to a fiduciary relationship with us. Our Advisor’s liability is limited under our Advisor Agreement, and we have agreed to indemnify our Advisor against certain liabilities.
Termination of our Advisory Agreement would be difficult and costly.
Risks Related to Our Corporate Structure
The limit on the number of shares a person may own may discourage a takeover that could otherwise result in a premium price to our stockholders.
Certain provisions of Maryland law could inhibit a change in control of our Company.
Risks Related to Taxation
Our failure to qualify as a REIT could have significant adverse consequences to us and the value of our common stock.
The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.
Even if we qualify as a REIT, we may be subject to tax liabilities that reduce our cash flow for distribution to our stockholders.
The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to qualify as a REIT.
The “taxable mortgage pool” rules may increase the taxes that we or our stockholders incur, and may limit the manner in which we effect future securitizations.
The prohibited transactions tax may limit our ability to engage in transactions, including certain methods of securitizing mortgage loans that would be treated as sales for U.S. federal income tax purposes.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
Liquidation of assets may jeopardize our REIT qualification.
Modification of the terms of our debt investments and mortgage loans underlying our CMBS in conjunction with reductions in the value of the real property securing such loans could cause us to fail to qualify as a REIT.
Risks Related to an Investment in Franklin BSP Realty Trust, Inc.
Public health crises have, and may in the future, adversely impact our business and the business of many of our borrowers.
We may be unable to maintain or increase cash distributions over time, or may decide to reduce the amount of distributions for business reasons.
Our business could suffer in the event our Advisor or any other party that provides us with services essential to our operations experiences system failures or cyber-incidents or a deficiency in cybersecurity.
We are subject to risks from natural disasters such as earthquakes and severe weather, including as the result of global climate changes, which may result in damage to the properties securing our loans.
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Table of Contents

PART I
Item 1. Business
Benefit Street PartnersFranklin BSP Realty Trust, Inc. (the “Company”), formerly known as Realty Finance Trust, Inc., is a real estate finance company that primarily originates, acquires and manages a diversified portfolio of commercial real estate debt investments secured by properties located within and outside the United States. The Company was incorporated inWe are a Maryland on November 15, 2012corporation and commenced business operations on May 14, 2013. Wehave made a tax electionelections to be treated as a real estate investment trust (a "REIT") for U.S. federal income tax purposes commencing with our taxable year ended December 31,since 2013. We believe that we have qualified as a REIT and we intend to continue to meet the requirements for qualification and taxation as a REIT. Substantially all of our business is conducted through Benefit Street Partners Realty Operating Partnership, L.P. (the “OP”), a Delaware limited partnership. We are the sole general partner and directly or indirectly hold all of the units of limited partner interests in the OP. In addition, the Company, through a subsidiary which isOne or more of our wholly-owned subsidiaries are treated as a taxable REIT subsidiary (asubsidiaries (each a “TRS”), is indirectlyand are subject to U.S. federal, state and local income taxes.
The Company has no direct employees. Benefit Street Partners L.L.C. serves as our advisor ("Advisor") pursuant to an advisory agreement, executed on September 29, 2016, as amended and restated by the amended and restated advisory agreement, executed on January 19, 2018August 18, 2021 (the "Advisory Agreement"). The Advisor, an investment adviser registered with the U.S. Securities and Exchange Commission ("SEC"),SEC, is a credit-focused alternative asset management firm.
Establishedfirm that was established in 2008, our2008. Our Advisor's credit platform manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private / private/opportunistic debt, liquid credit, structured credit and commercial real estate debt. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the platform. The Advisor manages the Company's affairs on a day-to-day basis. The Advisor receives compensation fees and feesreimbursements for services related to the investment and management of the Company's assets and the operations of the Company. Prior to September 29, 2016, Realty Finance Advisors, LLC ("Former Advisor") was the Company's advisor. The Former Advisor was controlled by AR Global Investments, LLC ("AR Global")advisor is a wholly-owned subsidiary of Franklin Resources, Inc., which together with its various subsidiaries operates as "Franklin Templeton”.
The Company invests in commercial real estate debt investments, which may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. The Company also originates conduit loans which the Company intends to sell through its TRS into commercial mortgage-backed securities ("CMBS") securitization transactions at a profit.
The Company may also invest intransactions. Historically this business has focused primarily on CMBS, commercial real estate securities. Real estate securities may include CMBS, senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies andcollateralized loan obligation bonds ("CRE CLO bonds"), collateralized debt obligations ("CDOs"). and other securities. As a result of the October 2021 acquisition of Capstead Mortgage Corporation ("Capstead"), the Company acquired a portfolio of residential mortgage backed securities (“RMBS”) in the form of residential adjustable-rate mortgage pass-through securities ("ARM Agency Securities" or "ARMs") issued and guaranteed by government-sponsored enterprises or by an agency of the federal government. As of December 31, 2023, the Company has fully disposed of all of its ARM Agency Securities and is continuing to reinvest the proceeds from the sale of these securities in its other businesses. The Company also owns real estate that was either acquired by the Company through foreclosure or deed in lieu of foreclosure, or that was purchased for investment, typically subject to triple net leases.
Investment Objectives
We planOur objective is to implement policiesprovide our common shareholders attractive, risk-adjusted returns through a stable dividend and strategies to achieve our primary investment objectives:
to pay attractive and stable cash distributions to stockholders; and
to preserve and return stockholders’ invested capital.capital growth.
Investment Strategies and Policies
We have four investment strategies. Our first and primary strategy is to originate, acquire and manage a diversified portfolio of commercial real estate debt, including first mortgage loans, subordinate loans, mezzanine loans and participations in such loans. We expect that our portfolio of debt investments will be secured by real estate located within and outside the United States and diversified by property type and geographic location. We may alsoOur second strategy is to invest in commercial real estate securities, such as CMBS, CRE CLO Bonds, senior unsecured debt of publicly-traded REITs and CDO notes.
We will seek Our third strategy is to createoriginate conduit loans and maintain a portfolio of commercialsell them through our TRS business into CMBS securitization transactions. Our fourth strategy is to maximize cash flows from real estate investments that generate stable income to enable us to pay attractiveacquired by the Company through foreclosure and consistent cash distributions to our stockholders. Our focus on originatingdeed in lieu of foreclosure, and acquiring commercialpurchases of real estate debt instruments emphasizes the paymentthat generally are, or will be, subject to a triple net lease.

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Table of current returns to investors and preservation of invested capital as our primary investment objectives.Contents
Commercial Real Estate Debt
We originate, fund, acquire and structure commercial real estate debt, including first mortgage loans, mezzanine loans, bridge loans, and other loans related to commercial real estate. We may also acquire some equity participations in the underlying collateral of commercial real estate debt. We structure, underwrite, and originate most of our investments. We use conservative underwriting criteria to focus on risk adjusted returns based on several factors, which may include the leverage point, debt service coverage and sensitivity, lease sustainability studies, market and economic conditions, quality of the underlying collateral and location, reputation and track record of the borrower, and a clear exit or refinancing plan for the borrower. Our underwriting process involves comprehensive financial, structural, operational, and legal due diligence to assess

any risks in connection with making such investments so that we can optimize pricing and structuring. By originating loans directly, we are able to structure and underwrite loans that satisfy our standards, establish a direct relationship with the borrower, and utilize our own documentation. Described below are some of the types of loans we may originate or acquire. In addition, although we generally prefer the benefits of new origination, market conditions can create situations where holders of commercial real estate debt may be in distress and are therefore willing to sell at prices that compensate the buyer for the lack of control typically associated with directly structured investments.
First Mortgage Loans
We primarily focus on first mortgage loans. First mortgage loans generally finance the acquisition, refinancing or rehabilitation of commercial real estate. First mortgage loans may be either short (one-to-five years) or long (up to ten years) term, may be fixed or floating rate, and are predominantly current-pay loans. We may originate or acquire current-pay first mortgage loans backed by properties that fit our investment strategy. We may selectively syndicate portions of these loans, including senior or junior participations that will effectively provide permanent financing or optimize returns which may include retained origination fees.
First mortgage loans typically provide for a higher recovery rate and lower defaults than other debt positions due to the lender's favorable control position, which at times can include control of the entire capital structure. Because of these attributes, this type of investment typically receives favorable treatment from third-party rating agencies and financing sources, which should increase the liquidity of these investments. However, these loans typically generate lower returns than subordinate debt, such as subordinate loans and mezzanine loans, commonly referred to as B-notes.
B-notes
B- notesB-notes consist of subordinate mortgage loans, including structurally subordinated first mortgage loans and junior participations in first mortgage loans or participations in these types of assets. Like first mortgage loans, these loans generally finance the acquisition, refinancing, rehabilitation or construction of commercial real estate. Subordinated mortgage loans or B-notes may be either short (one-to-five years) or long (up to ten years) term, may be fixed or floating rate, and are predominantly current-pay loans. We may originate or acquire current-pay subordinated mortgage loans or B-notes backed by high quality properties that fit our investment strategy. We may create subordinated mortgage loans by tranching our directly originated first mortgage loans generally through syndications of senior first mortgages or buy such assets directly from third party originators. Due to the limited opportunities in this part of the capital structure, we believe there are certain situations that allow us to directly originate or to buy subordinated mortgage investments from third parties on favorable terms.
Bridge Loans
We may offer bridge financing products to borrowers who are typically seeking short-term capital to be used in an acquisition, development or refinancing of a given property. From the borrower’s perspective, shorter term bridge financing is advantageous because it allows time to improve the property value through repositioning without encumbering it with restrictive long-term debt. The terms of these loans generally do not exceed three years.
Mezzanine Loans
Mezzanine loans are secured by one or more direct or indirect ownership interests in an entity that directly or indirectly owns commercial real estate and generally finance the acquisition, refinancing, rehabilitation or construction of commercial real estate. Mezzanine loans may be either short (one-to-five years) or long (up to ten years) term and may be fixed or floating rate. We may originate or acquire mezzanine loans backed by properties that fit our investment strategy. We may own such mezzanine loans directly or we may hold a participation in a mezzanine loan or a sub-participation in a mezzanine loan. These loans are predominantly current-pay loans (although there may be a portion of the interest that accrues) and may provide for participation in the value or cash flow appreciation of the underlying property as described below. With the credit market disruption and resulting dearth of capital available in this part of the capital structure, we believe that the opportunities to both directly originate and to buy mezzanine loans from third parties on favorable terms will continue to be attractive.
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Equity Participations or “Kickers”
We may pursue equity participation opportunities in connection with our commercial real estate debt originations if we believe that the risk-reward characteristics of the loan merit additional upside participation related to the potential appreciation in value of the underlying assets securing the loan. Equity participations can be paid in the form of additional interest, exit fees, percentage of sharing in refinance or resale proceeds or warrants in the borrower. Equity participation can also take the form of a conversion feature, sometimes referred to as a "kicker," which permits the lender to convert a loan or preferred equity investment into common equity in the borrower at a negotiated premium to the current net asset value of the borrower. We expect to generate additional revenues from these equity participations as a result of excess cash flows being distributed or as appreciated properties are sold or refinanced.

Commercial Real Estate Securities
In addition to our focus on origination of and investments in commercial real estate debt, we may also acquire commercial real estate securities, such as CMBS, unsecured REIT debt,CRE CLO Bonds, CDO notes, and equity investments in entities that own commercial real estate.
CMBS & CRE CLO Bonds
CMBS and CRE CLO Bonds are securities that are collateralized by, or evidence ownership interests in, a single commercial mortgage loan or a partial or entire pool of mortgage loans secured by commercial properties. CMBS and CRE CLO Bonds are generally pass-through certificates that represent beneficial ownership interests in common law trusts whose assets consist of defined portfolios of one or more commercial mortgage loans. They are typically issued in multiple tranches whereby the more senior classes are entitled to priority distributions of specified principal and interest payments from the trust’s underlying assets. The senior classes are often securities which, if rated, would have ratings ranging from low investment grade “BBB-” to higher investment grades “A,” “AA” or “AAA.” The junior, subordinated classes typically would include one or more non-investment grade classes which, if rated, would have ratings below investment grade “BBB.” Losses and other shortfalls from expected amounts to be received on the mortgage pool are borne first by the most subordinate classes, which receive payments only after the more senior classes have received all principal and/or interest to which they are entitled. We may invest in senior or subordinated, investment grade or non-investment grade CMBS and CRE CLO Bonds, as well as unrated CMBS.CMBS and CRE CLO Bonds.
Unsecured Publicly-Traded REIT Debt Securities
We may also choose to acquire senior unsecured debt of publicly-traded equity REITs that acquire and hold real estate. Publicly-traded REITs may own large, diversified pools of commercial real estate properties or they may focus on a specific type of property, such as shopping centers, office buildings, multifamily properties and industrial warehouses. Publicly-traded REITs typically employ moderate leverage. Corporate bonds issued by these types of REITs are usually rated investment grade and benefit from strong covenant protection.
CDO Notes
CDOs are multiple class debt notes, secured by pools of assets, such as CMBS and mezzanine loans, and unsecured REIT debt.loans. Like typical securitization structures, in a CDO, the assets are pledged to a trustee for the benefit of the holders of the bonds. CDOs often have reinvestment periods that typically last for five years, during which time, proceeds from the sale of a collateral asset may be invested in substitute collateral. Upon termination of the reinvestment period, the static pool functions very similarly to a CMBS securitization where repayment of principal allows for redemption of bonds sequentially.
Commercial Real Estate Equity Investments
We may acquire: (i) equity interests (including preferred equity) in an entity (including, without limitation, a partnership or a limited liability company) that is an owner of commercial real property (or in an entity operating or controlling commercial real property, directly or through affiliates), which may be structured to receive a priority return or is senior to the owner's equity (in the case of preferred equity); (ii) certain strategic joint venture opportunities where the risk-return and potential upside through sharing in asset or platform appreciation is compelling; and (iii) private issuances of equity securities (including preferred equity securities) of public companies. Our commercial real estate equity investments may or may not have a scheduled maturity and are expected to be of longer duration (five-to-ten year terms) than our typical portfolio investment. Such investments are expected to be fixed rate (if they have a stated investment rate) and may have accrual structures and provide other distributions or equity participations in overall returns above negotiated levels.
Conduit Loans
The Company originates conduit loans which the Company intends to sell through its TRS into CMBS securitization transactions at a profit. The Conduit loans are typically fixed-rate commercial real estate loans and are long (up to ten years) term, and are predominantly current-pay loans.
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Ownership of Properties and Other Possible Investments
Although we expect that most of our investments will be of the types described above, we may make other investments. For example, we own and expect in the future to own real estate acquired by the Company through foreclosure and deed in lieu of foreclosure, or from purchases of real estate that generally are, or will be, subject to a triple net lease. We may also invest in whatever other types of interests in real estate-related assets that we believe are in our best interest which may include the commercial real property underlying our debt investments as a result of a loan workout, foreclosure or similar circumstances. Although we can purchase any type of real estate-related assets, our charter does limit our ability to make certain types of investments.
Investment Process
Our Advisor has the authority to make all the decisions regarding our investments consistent with the investment guidelines and borrowing policies approved by our board of directors and subject to the limitations in our charter and the direction and oversight of our board of directors. With respect to investments in commercial real estate debt, our board of directors has adopted investment guidelines that our Advisor must follow when acquiring such assets on our behalf without the approval of our board of directors.. We will not however, purchase assets in which our Advisor, any of our directors or any of their affiliates has an interest without a determination by a majority of our directors (including a majority of the independent directors) not otherwise interested in the transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the asset to the affiliated seller, unless there is substantial justification for the excess amount and such

excess is reasonable. Our charter requires that our independent directors review our investment guidelines at least annually to determine that the policies we are following are in the best interests of our stockholders. Each determination and the basis of such determination shall be set forth in the minutes of the meetings of our board of directors. Our investment guidelines and borrowing policies except to the extent set forth in our charter, may be altered by a majority of our directors, including a majority of the independent directors without approval of our stockholders. Our Advisor may not alter our investment guidelines or borrowing policies without the approval of a majority of our directors, including a majority of our independent directors.
Borrowing Strategies and Policies
In addition to raising capital through our distribution reinvestment plan (the "DRIP") offering and private placements, ourOur financing strategy primarily includes the use of secured repurchase agreement facilities for loans, securities and securitizations. We have also raised capital through private placements of our equity securities. In addition to our current mix of financing sources, we may also access additional forms of financings, including credit facilities, and public andor private secured and unsecured debt issuances by us or our subsidiaries.
We expect to use additional debt financing as a source of capital. We intend to employ reasonable levels of borrowing in order to provide more cash available for investment and to generate improved returns. We believe that careful use of leverage will help us to achieve our diversification goals and potentially enhance the returns on our investments. Our board of directors reviewsoversees our aggregate borrowings at least quarterly to ensure the amount remains reasonable in relation to our net assets and may from time-to-time modify our leverage policy in light of then-current economic conditions, relative costs of debt and equity capital, fair value of our assets, growth and acquisition opportunities or other factors they deem appropriate.borrowing levels.
Income Taxes
We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") commencing with the taxable year ended December 31, 2013. In general, as a REIT, if we meet certain organizational and operational requirements and distribute at least 90% of our "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to our stockholders in a year, we will not be subject to U.S. federal income tax to the extent of the income that we distribute. We believe that we currently qualify and we intend to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the "Code").Code. If we fail to qualify as a REIT in any taxable year and statutory relief provisions were not to apply, we will be subject to U.S. federal income tax (including, for taxable years ending before January 1, 2018, any applicable alternative minimum tax) on our income at regular corporate tax rates for the year in which we do not qualify and the succeeding four years. Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and property and U.S. federal income and excise taxes on our undistributed income.
We pay income taxes on our Conduit segment, which is conducted by aour wholly-owned taxable REIT subsidiary ("TRS") of the REIT.TRS entities. The income taxes on the Conduit segment are paid at the U.S. federal and applicable state levels.
Competition
Our net income depends, in large part, on our ability to originate investments that provide returns in excess of our borrowing cost. In originating these investments, we compete with other mortgage REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, private funds, other lenders, governmental bodies, and other entities, many of which have greater financial resources and lower costs of capital available to them than we have. In addition, there are numerous mortgage REITs with asset acquisition objectives similar to ours, and others may be organized in the future, which may increase competition for the investments suitable for us. Competitive variables include market presence and visibility, size of loans offered and underwriting standards. To the extent that a competitor is willing to risk larger amounts of capital in a particular transaction or to employ more liberal underwriting standards when evaluating potential loans than we are, our investment volume and profit margins for our investment portfolio could be impacted. Our competitors may also be willing to accept lower returns on their investments and may succeed in buying or underwriting the assets that we have targeted. Although we believe that we are well positioned to compete effectively in each facet of our business, there is enormous competition in our market sector and there can be no assurance that we will compete effectively or that we will not encounter increased competition in the future that could limit our ability to conduct our business effectively.
Financial Information About Industry Segments
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Table of Contents
We conduct our business through the following segments:
The real estate debt business is focused on originating, acquiring, and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans, and participations in such loans.
The real estate securities business will be focused on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.

The conduit business operates through the Company's TRS, which is focused on generating superior risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit.
See Note 14 - Segment Reporting for further information regarding the Company's segments.
EmployeesHuman Capital Resources
As of December 31, 2017,2023, we had no direct employees. Our executive officers serve as officers of our Advisor and are employed by an affiliate of our Advisor. The employees of the Advisor and other affiliates of the Advisor perform a full range of real estate services for us, including origination, acquisitions, accounting, legal, asset management, wholesale brokerage, and investor relations services. We are dependent on these affiliates for services that are essential to us, including asset acquisition decisions, and other general administrative responsibilities. In the event that any of these companies were unable to provide these services to us, we would be required to provide such services ourselves or obtain such services from other sources.
Government Regulation
Our operations are subject, in certain instances, to supervision and regulation by U.S. and other governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things: (i) regulate credit-granting activities; (ii) establish maximum interest rates, finance charges and other charges; (iii) require disclosures to customers; (iv) govern secured transactions; and (v) set collection, foreclosure, repossession and claims-handling procedures and other trade practices. We intend to conduct our business so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act.
In our judgment, existing statutes and regulations have not had a material adverse effect on our business. In recent years, legislators in the United States and in other countries have said that greater regulation of financial services firms is needed, particularly in areas such as risk management, leverage, and disclosure. While we expect that additional new regulations in these areas will be adopted and existing ones may change in the future, it is not possible at this time to forecast the exact nature of any future legislation, regulations, judicial decisions, orders or interpretations, nor their impact upon our future business, financial condition, or results of operations or prospects.
Available Information
We electronically file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, and proxy statements, with the SEC. We also filed with the SEC a registration statement in connection with our dividend reinvestment plan securities offerings. Individuals may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, or may obtain information by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet address at www.sec.gov that contains reports, proxy statements and information statements, and other information, which may be obtained free of charge. In addition, copies of our filings with the SEC may be obtained from the website maintained for us at www.bsprealtytrust.comwww.fbrtreit.com. Access to these filings is free of charge. We are not incorporating our website or any information from the website into this Form 10-K.
Item 1A. Risk Factors
Risks Related to an Investment in Benefit Street Partners Realty Trust, Inc.
We may be unable to maintain or increase cash distributions over time, or may decide to reduce the amount of distributions for business reasons.
There are many factors that can affect the amount and timing of cash distributions to stockholders. The amount of cash available for distributions is affected by many factors, such as the cash provided by our investments and our obligations to repay indebtedness as well as many other variables. There is no assurance that we will be able to pay or maintain our current level of distributions or that distributions will increase over time. Historically our distributions have been significantly in excess of our cash flow from operations, a practice which is not sustainable over the long term. We cannot give any assurance that returns from our investments will be sufficient to maintain or increase our cash available for distributions to stockholders. Our actual results may differ significantly from the assumptions used by our board of directors in establishing the distribution rate to stockholders. We may not have sufficient cash from operations to make a distribution required to qualify for or maintain our REIT status, which may materially adversely affect the value of our common stock.
Distributions paid in excess of our earnings will decrease the book value and NAV per share of our common stock.
Since our inception we have repeatedly paid distributions in excess of our earnings and we may continue to do so as we have not established any limit on the use of these other sources, except as limited by applicable law. Distributions paid in excess of earnings are effectively a return of stockholder capital and will therefore decrease the book value and NAV per share of our common stock.
Distributions paid from sources other than our cash flow from operations will result in us having fewer funds available for investments, which may adversely affect our ability to fund future distributions with cash flow from operations and may adversely affect the overall return on an investment in our common stock.
Our cash flows provided by operations were approximately $8.4 million for the year ended December 31, 2017. During the year ended December 31, 2017, we paid distributions of approximately $58.9 million, of which approximately $20.1 million, or 34.1%, was funded from proceeds from common stock issued under the DRIP. We may in the future continue to pay distributions from sources other than from our cash flows from operations. By using sources other than cash flow from operations, we reduce the amount of income-generating investments we can make, which reduces our ability to maintain and increase our distributions.
No established trading market for our shares currently exists, and as a result, it will be difficult to sell our shares and, if our investors are able to sell their shares, they will likely sell them at a substantial discount to their original purchase price.
Our charter does not require our board of directors to seek stockholder approval to liquidate our assets by a specified date, nor does our charter require us to list our shares for trading on a national securities exchange by a specified date or otherwise

pursue a transaction to provide liquidity to our stockholders. There is no established trading market for our shares and we currently have no plans to list our shares on a national securities exchange. Until our shares are listed, if ever, our stockholders may not sell their shares unless the buyer meets the applicable suitability and minimum purchase standards. In addition, our charter prohibits the ownership of more than 9.8% in value of our stock or more than 9.8% in value or number of shares, whichever is more restrictive, of any class or series of share of our stock, unless exempted by our board of directors, which may inhibit large investors from purchasing shares. Therefore, it will be difficult to sell shares promptly or at all. If our stockholders are able to sell their shares, they would likely have to sell them at a substantial discount to their original purchase price. It is also likely that our shares would not be accepted as the primary collateral for a loan. Because of the illiquid nature of our shares, investors should purchase our shares only as a long-term investment and be prepared to hold them for an indefinite period of time.
Our amended and restated share repurchase program (the "SRP"), which is subject to numerous restrictions, may be canceled at any time and should not be relied upon as a means of liquidity.
We have adopted a SRP, which became effective on February 28, 2016, and was most recently amended on August 10, 2017, that may enable investors to sell their shares to us in limited circumstances. Share repurchases are made at the sole discretion of our board of directors. In its sole discretion, our board of directors could amend, suspend or terminate our SRP upon 30 days prior written notice to stockholders. Further, the SRP includes numerous restrictions that would limit the ability to sell shares. Due to the foregoing, our SRP should not be relied upon as a means of liquidity.
If our Advisor loses or is unable to obtain key personnel, our ability to implement our investment strategies could be delayed or hindered, which could adversely affect our ability to make distributions and the value of our common stock.
Our success depends to a significant degree upon the contributions of certain of our executive officers and other key personnel of our Advisor, each of whom would be difficult to replace. We cannot guarantee that all, or any particular officer or employee of the Advisor, will remain associated with us and/or our Advisor. If any of our key personnel were to cease their employment with our Advisor, our operating results could suffer. Further, we do not intend to separately maintain key person life insurance on any person. We believe that our future success depends, in large part, upon our Advisor’s ability to hire and retain highly skilled managerial, operational and marketing personnel.
Competition for such personnel is intense, and we cannot assure you that our Advisor will be successful in attracting and retaining such skilled personnel. If our Advisor loses or is unable to obtain the services of key personnel, our ability to implement our investment strategies could be delayed or hindered, and the value of your investment may decline.
Our rights and the rights of our stockholders to recover claims against our independent directors are limited, which could reduce any recovery against them if they negligently cause us to incur losses.
Maryland law provides that a director has no liability in that capacity if he or she performs their duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. We have entered into an indemnification agreement formalizing our indemnification obligations with respect to our officers and directors and certain former officers and directors. Our charter generally provides that: (i) no director shall be liable to us or our stockholders for monetary damages (provided that such director satisfies certain applicable criteria); (ii) we will generally indemnify non-independent directors for losses unless they are negligent or engage in misconduct; and (iii) we will generally indemnify independent directors for losses unless they are grossly negligent or engage in willful misconduct. As a result, our stockholders and we may have more limited rights against our independent directors than might otherwise exist under common law, which could reduce any recovery from these persons if they act in a negligent manner. In addition, we may be obligated to fund the defense costs incurred by our independent directors (as well as by our other directors, officers, employees (if we ever have employees) and agents) in some cases, which would decrease the cash otherwise available for distribution.
Our business could suffer in the event our Advisor or any other party that provides us with services essential to our operations experiences system failures or cyber-incidents or a deficiency in cybersecurity.
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for the internal information technology systems of our Advisor and other parties that provide us with services essential to our operations, these systems are vulnerable to damage from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business.
A cyber-incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of information resources. More specifically, a cyber-incident is an intentional attack or an unintentional event that can result in third parties gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. As reliance on technology in our industry has increased, so have the risks posed to the systems of our Advisor and other parties that provide us with services essential to our operations, both internal and those that have been outsourced. In addition, the risk

of a cyber-incident, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted attacks and intrusions evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected.
The remediation costs and lost revenues experienced by a victim of a cyber-incident may be significant and significant resources may be required to repair system damage, protect against the threat of future security breaches or to alleviate problems, including reputational harm, loss of revenues and litigation, caused by any breaches. In addition, a security breach or other significant disruption involving the IT networks and related systems of our Advisor or any other party that provides us with services essential to our operations could:
result in misstated financial reports, violations of loan covenants, missed reporting deadlines and/or missed permitting deadlines;
affect our ability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;
result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
require significant management attention and resources to remedy any damages that result;
subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or
adversely impact our reputation among our borrowers and investors generally.
Although our Advisor and other parties that provide us with services essential to our operations intend to continue to implement industry-standard security measures, there can be no assurance that those measures will be sufficient, and any material adverse effect experienced by our Advisor and other parties that provide us with services essential to our operations could, in turn, have an adverse impact on us.
Risks Related to Conflicts of Interest
Our Advisor faces conflicts of interest relating to purchasing commercial real estate-related investments, and such conflicts may not be resolved in our favor, which could adversely affect our investment opportunities.
We rely on our Advisor and the executive officers and other key real estate professionals at our Advisor to identify suitable investment opportunities for us. Although there are restrictions in the advisory agreement we have entered into with the Advisor with respect to the Advisor’s ability to manage another REIT that competes with us, or to provide any services related to fixed-rate conduit lending to another person, our Advisor and its employees are not otherwise restricted from engaging in investment and investment management activities unrelated to us. Some investment opportunities that are suitable for us may also be suitable for other investment vehicles managed by the Advisor or its affiliates. Thus, the executive officers and real estate professionals of our Advisor could direct attractive investment opportunities to other entities or investors. Such events could result in us investing in assets that provide less attractive returns, which may reduce our ability to make distributions.
Our Advisor and its employees face competing demands relating to their time, and this may cause our operating results to suffer.
Our Advisor and its employees are engaged in investment and investment management activities unrelated to us. Because these persons have competing demands on their time and resources, they may have conflicts of interest in allocating their time between our business and these other activities. If this occurs, the returns on our investments may suffer.
Our Advisor does not own shares of our common stock and thus the Advisor's interests may not be aligned with those of our stockholders.
Although the Advisor has committed that the Advisor and/or its affiliates shall hold an equity investment in the Company of at least $10 million within a certain period, our Advisor does not currently own shares of our common stock. Since the Advisor receives significant fees annually that are not dependent on increases in the value of our common stock, the Advisor’s interests are not as aligned as an advisor that had a significant equity investment or that had a significant portion of annual fees tied to the value of our common stock.

Risks Related to Our Corporate Structure
The limit on the number of shares a person may own may discourage a takeover that could otherwise result in a premium price to our stockholders.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of directors, no person or entity may own more than 9.8% in value of the aggregate of our outstanding shares of stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of our stock determined after applying certain rules of attribution. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of our common stock.
Our charter permits our board of directors to issue stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
Our charter permits our board of directors to issue up to 1,000,000,000 shares of stock. In addition, our board of directors, without any action by our stockholders, may amend our charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that we have authority to issue. Our board of directors may classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption of any such stock. Thus, our board of directors could authorize the issuance of preferred stock with terms and conditions that could have a priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of our common stock.
Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired and may limit our stockholders' ability to exit the investment.
Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:
any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or
an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation.
A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he or she otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board of directors.
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. The business combination statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, our board of directors has exempted any business combination involving our Advisor or any affiliate of our Advisor. Consequently, the five-year prohibition and the super-majority vote requirements will not apply to business combinations between us and our Advisor or any affiliate of our Advisor. As a result,

our Advisor and any affiliate of our Advisor may be able to enter into business combinations with us that may not be in the best interest of our stockholders, without compliance with the super-majority vote requirements and the other provisions of the statute. The business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.
Maryland law limits the ability of a third-party to buy a large stake in us and exercise voting power in electing directors, which may discourage a takeover that could otherwise result in a premium price to our stockholders.
The Maryland Control Share Acquisition Act provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by stockholders by a vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. Shares of stock owned by the acquirer, by officers or by employees who are directors of the corporation, are excluded from shares entitled to vote on the matter. “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer can exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within specified ranges of voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A “control share acquisition” means the acquisition of issued and outstanding control shares.
The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation.
Our bylaws contain a provision exempting from the Control Share Acquisition Act any and all acquisitions of our stock by any person. There can be no assurance that this provision will not be amended or eliminated at any time in the future.
The value of our common stock may be reduced if we are required to register as an investment company under the Investment Company Act.
We are not registered, and do not intend to register ourselves, our operating partnership or any of our subsidiaries, as an investment company under the Investment Company Act. If we become obligated to register ourselves, our operating partnership or any of our subsidiaries as an investment company, the registered entity would have to comply with a variety of substantive requirements under the Investment Company Act imposing, among other things:
limitations on capital structure;
restrictions on specified investments;
prohibitions on transactions with affiliates; and
compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.
We conduct, and intend to continue to conduct, our operations, directly and through wholly or majority-owned subsidiaries, so that we, our operating partnership and each of our subsidiaries are exempt from registration as an investment company under the Investment Company Act. Under Section 3(a)(1)(A) of the Investment Company Act, a company is an “investment company” if it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Under Section 3(a)(1)(C) of the Investment Company Act, a company is deemed to be an “investment company” if it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. “Investment securities” excludes (A) U.S. Government securities, (B) securities issued by employees’ securities companies, and (C) securities issued by majority-owned subsidiaries which (i) are not investment companies, and (ii) are not relying on the exception from the definition of investment company under Section 3(c)(1) or 3(c)(7) of the Investment Company Act.
We expect that we will not fall under the definition of, and will therefore not be required to register as, an investment company. We intend to make investments and conduct our operations so that we are not required to register as an investment company. We are organized as a holding company that conducts business primarily through the operating partnership. Both the Company and the operating partnership intend to conduct operations so that each complies with the 40% test. The securities issued to the operating partnership by any wholly-owned or majority-owned subsidiaries that we may form in the future that are excepted from the definition of “investment company” based on Section 3(c)(1) or 3(c)(7) of the Investment Company Act, together with any other investment securities the operating partnership may own, may not have a value in excess of 40% of the value of the operating partnership's total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We will monitor the Company’s and the operating partnership’s holdings to support continuing and ongoing compliance with these tests but we may be unsuccessful and could fail to comply. We believe neither the Company nor the operating partnership will be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act because

neither the Company nor the operating partnership will engage primarily or hold itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through the operating partnership's wholly-owned or majority-owned subsidiaries, the Company and the operating partnership are primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring mortgages and other interests in real estate.
We expect that most of our investments will be held by wholly-owned or majority-owned subsidiaries of the operating partnership and that most of these subsidiaries will rely on the exception from the definition of an investment company under Section 3(c)(5)(C) of the Investment Company Act, which is available for entities “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This exclusion generally requires that at least 55% of a subsidiary's portfolio be comprised of qualifying real estate assets and at least 80% of its portfolio be comprised of qualifying real estate assets and real estate-related assets (and no more than 20% comprised of miscellaneous assets). For purposes of the exclusions provided by Sections 3(c)(5)(C), we will classify our investments based in large measure on no-action letters issued by the SEC staff and other SEC interpretive guidance and, in the absence of SEC guidance, on our view of what constitutes a qualifying real estate asset and a real estate-related asset. These no-action positions were issued in accordance with factual situations that may be substantially different from the factual situations we may face, and a number of these no-action positions were issued more than twenty years ago. Pursuant to this guidance, and depending on the characteristics of the specific investments, certain mortgage loans, participations in mortgage loans, mortgage-backed securities, mezzanine loans, joint venture investments and the equity securities of other entities may not constitute qualifying real estate investments, and therefore, investments in these types of assets may be limited. The SEC or its staff may not concur with our classification of our assets. Future revisions to the Investment Company Act or further guidance from the SEC or its staff may cause us to lose our exclusion from the definition of investment company or force us to re-evaluate our portfolio and our investment strategy. Such changes may prevent us from operating our business successfully.
In 2011, the SEC solicited public comment on a wide range of issues relating to Section 3(c)(5)(C) of the Investment Company Act, including the nature of the assets that qualify for purposes of the exclusion and whether mortgage REITs should be regulated in a manner similar to investment companies. There can be no assurance that the laws and regulations governing the Investment Company Act status of REITs, including more specific or different guidance regarding these exclusions that may be published by the SEC or its staff, will not change in a manner that adversely affects our operations. In addition, we cannot assure you that the SEC or its staff will not take action that results in our, our operating partnerships or any of our subsidiaries’ failure to maintain an exception or exemption from the Investment Company Act.
We may in the future organize special purpose subsidiaries of the operating partnership that will borrow under or participate in government sponsored incentive programs. We expect that some of these subsidiaries will rely on Section 3(c)(7) for their Investment Company Act exclusion and, therefore, the operating partnership's interest in each of these subsidiaries would constitute an “investment security” for purposes of determining whether the operating partnership passes the 40% test. Also, we may in the future organize one or more subsidiaries that seek to rely on the Investment Company Act exclusion provided to certain structured financing vehicles by Rule 3a-7. Any such subsidiary would need to be structured to comply with any guidance on the restrictions contained in Rule 3a-7 that may be issued by the SEC or its staff. In certain circumstances, compliance with Rule 3a-7 may require, among other things, that the indenture governing the subsidiary include limitations on the types of assets the subsidiary may sell or acquire out of the proceeds of assets that mature, are refinanced or otherwise sold, on the period of time during which such transactions may occur, and on the amount of transactions that may occur. In 2011, the SEC also solicited public comment on issues relating to Rule 3a-7. Accordingly, more specific or different guidance regarding Rule 3a-7 that may be published by the SEC or its staff may affect our ability to rely upon this rule. We expect that the aggregate value of the operating partnership's interests in subsidiaries that seek to rely on Rule 3a-7 will comprise less than 20% of the operating partnership's (and, therefore, the Company's) total assets on an unconsolidated basis.
In the event that the company, or the operating partnership, were to acquire assets that could make either entity fall within the definition of investment company under Section 3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act, we believe that we may still qualify for an exclusion from registration pursuant to Section 3(c)(6). Although the SEC staff has issued little interpretive guidance with respect to Section 3(c)(6), we believe that the Company and the operating partnership may rely on Section 3(c)(6) if 55% of the assets of the operating partnership consist of, and at least 55% of the income of the operating partnership is derived from, qualifying real estate assets owned by wholly-owned or majority-owned subsidiaries of the operating partnership.
To ensure that neither the Company nor any of its subsidiaries, including the operating partnership, are required to register as an investment company, each entity may be unable to sell assets that it would otherwise want to sell and may need to sell assets that it would otherwise wish to retain. In addition, the Company, the operating partnership or its subsidiaries may be required to acquire additional income- or loss-generating assets that we might not otherwise acquire or forgo opportunities to acquire interests in companies that we would otherwise want to acquire. Although we monitor the portfolio of the Company, the operating partnership and its subsidiaries periodically and prior to each acquisition and disposition, any of these entities may not be able to maintain an exclusion from the definition of investment company. If the Company, the operating partnership or

any subsidiary is required to register as an investment company but fails to do so, the unregistered entity would be prohibited from engaging in our business, and criminal and civil actions could be brought against such entity. In addition, the contracts of such entity would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of the entity and liquidate its business.
Our board of directors may change our investment policies without stockholder approval, which could alter the nature of our portfolio.
Our charter requires that our independent directors review our investment policies at least annually to determine that the policies we are following are in the best interest of the stockholders. These policies may change over time. The methods of implementing our investment policies also may vary as the commercial debt markets change, new real estate development trends emerge and new investment techniques are developed. Our investment policies, the methods for their implementation, and our other objectives, policies and procedures may be altered by our board of directors without the approval of our stockholders. As a result, the nature of our portfolio could change without our stockholders' consent.
Payment of fees to our Advisor and its affiliates reduces cash available for investment and distributions.
Our Advisor and its affiliates will perform services for us in connection with the offer and sale of the shares, the selection and acquisition of our investments, the servicing of our loans and the administration of our other commercial real estate-related investments. They are paid substantial fees for these services, which reduces the amount of cash available for investment in real estate debt and securities or distribution to stockholders.
Because of our holding company structure, we depend on our operating partnership and its subsidiaries for cash flow and we will be structurally subordinated in right of payment to the obligations of such operating subsidiary and its subsidiaries, which could adversely affect our ability to make distributions.
We are a holding company with no business operations of our own. Our only significant asset is and will be the general partnership interests of our operating partnership. We conduct, and intend to continue to conduct, all of our business operations through our operating partnership. Accordingly, our only source of cash to pay our obligations is distributions from our operating partnership and its subsidiaries of their net earnings and cash flows. There can be no assurance that our operating partnership or its subsidiaries will be able to, or be permitted to, make distributions to us that will enable us to make distributions to our stockholders from cash flows from operations. Each of our operating partnership’s subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from such entities. In addition, because we are a holding company, stockholders' claims will be structurally subordinated to all existing and future liabilities and obligations of our operating partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating partnership and its subsidiaries will be able to satisfy stockholders' claims only after all of our and our operating partnerships and its subsidiaries liabilities and obligations have been paid in full.
Although our Advisor is responsible for calculating our estimated NAV, our Advisor will consider independent valuations of our investments, the accuracy of which our Advisor will not independently verify.
In calculating our NAV, our Advisor will include the net value of our commercial real estate debt and other commercial real estate-related investments, taking into consideration valuations of investments obtained from our independent valuer. Although our Advisor is responsible for the accuracy of the NAV calculation and will provide our independent valuer with our valuation guidelines, which have been approved by our board of directors, our Advisor will not independently verify the appraised value of our investments. As a result, the appraised value of a particular investment may be greater or less than its potential realizable value, which would cause our estimated NAV to be greater or less than the potential realizable NAV.
Our estimated per share NAV may significantly change if the appraised values of our investments materially change.
We expect that our investments will be appraised annually for purposes of establishing our estimated per share NAV. To the extent conditions specific to the investment, or investment conditions generally have changed since the prior appraisal, the estimated appraised value of an investment may decrease significantly.
The estimated per share NAV that we published does not reflect changes in our NAV since such date and does not represent the actual value of your shares on any given day.
We may experience events affecting our investments that may have a material impact on our NAV. For example, if a material borrower becomes insolvent or if investment conditions deteriorate generally, the value of an investment may materially change. Our NAV per share as published will not reflect such subsequent events. As a result, the NAV per share published after the announcement of a material event may differ significantly from our actual NAV per share. The resulting potential disparity may benefit repurchasing or non-repurchasing stockholders, depending on whether NAV is overstated or understated.


RisksRisk Related to Our Financing Strategy
We use leveragehave a significant amount of indebtedness and may need to incur more in the future.
We have substantial indebtedness. In connection with executing our business strategies, we expect to evaluate the possibility of originating, funding, and acquiring additional commercial real estate debt and making other strategic investments, and we may elect to finance these endeavors by incurring additional indebtedness. The amount of such indebtedness could have material adverse consequences, including:
hindering our ability to adjust to changing market, industry or economic conditions;
limiting our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms or to fund acquisitions;
limiting the amount of cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses;
making us more vulnerable to economic or industry downturns, including interest rate increases or sustained high interest rate environments; and
placing us at a competitive disadvantage compared to less leveraged competitors.
Moreover, we may be required to raise substantial additional capital to execute our business strategy. Our ability to arrange additional financing will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control. If we are unable to obtain additional financing, our credit ratings could be further adversely affected, which increases the risk of loss associated withcould further raise our investments.borrowing costs and further limit our future access to capital and our ability to satisfy our obligations under our indebtedness.
We financemay not be able to earn returns on loans we make in excess of the originationinterest we pay on our borrowings.
We try to generate financial returns by making and acquisition of a portioninvesting in loans and debt securities that generate returns in excess of our investments with repurchase agreements, collateralized loan obligations ("CLO") and other borrowings. Although the usecost of leverage may enhance returns and increase the number of investments that we can make, it may also substantially increase the risk of loss.capital. Our ability to execute this strategy depends on various conditions in the financing markets that are beyond our control, including liquidity, fluctuations in prevailing interest rates and credit spreads. Interest rate and credit spread fluctuations resulting in our interest and related expense exceeding interest and related income would result in operating losses
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for us. Changes in the level of interest rates and credit spreads also may affect our ability to make new loans or investments and may decrease the value of our existing loans and investments. Increases in interest rates and credit spreads may also negatively affect demand for loans and could result in higher borrower default rates. We may be unable to obtain additional financing on favorable terms or, with respect to our debt and other investments, on terms that parallelsmatch the maturities of the debt originated or other investments acquired, if we are able to obtain additional financing at all.
We rely on the availability of collateralized debt and loan obligation securitization markets to provide long-term financing for our loans and investments.
We rely on short-term borrowings, such as repurchase agreements and our secured revolving credit facilities, to initially fund our investments. The term of these short-term borrowing facilities is generally shorter than the term of our investments and therefore we typically intend to refinance these short-term borrowings with long-term match-funded financing through issuances of CDO’s and CLO’s. There have been times in the past when the CDO and CLO securitization markets have effectively been closed or are only available at a cost of capital that is not practicable. If our current financing strategy is notbecame no longer viable, we willwould have to find alternative forms of long-term financing for our assets, as secured revolving credit facilities and repurchase facilities may not accommodate long-term financing.assets. This could subject us to more restrictive recourse borrowings and subject us to capital costs that significantly reduce or eliminate the risk that debt servicespread between our cost of capital and the returns on less efficient forms of financing would require a larger portion of our cash flows, thereby reducing cash available for distribution, for our operations and for future business opportunities.investments. If alternative financing is not available, we may have to liquidate assets at unfavorable prices to pay off such financingour short-term borrowings or pay significant fees to extend ourthese financing arrangements. Our return on our investments and cash available for distribution may be reduced to the extent that changes in market conditions cause the cost of our financing to increase relative to the income that we can derive from the assets we originate or acquire.
Lenders mayoften require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions.
When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies, and our ability to incur additional borrowings. Financing agreements that we may enter into mayoften contain covenants that limit our ability to further incur borrowings, restrict distributions or that prohibitrestrict our operations, such as prohibiting us from discontinuing insurance coverage or replacing our Advisor. CertainThese limitations would decrease our operating flexibility and may impact our ability to achieve our operating objectives, including making distributions.
In a periodDuring periods of rising interest rates, our interest expense could increase while theincreases may outpace any increases in interest we earn on our fixed-rate assets, would not change, which would adversely affectand the value of our profitability.assets may decrease.
Our operating results depend in large part on differences between the income from our assets, reduced by any credit losses and financing costs. Income from our assets may respond more slowly to interest rate fluctuations than the cost of our borrowings. In a period of rising interest rates, our interest expense on floating-rate debt would increase, while any additional interest income we earn on our floating-rate investments may not compensate for such increase in interest expense. Consequently, changes in interest rates, particularly short-term interest rates, may significantly influence our net income. Increases in these rates will tend to decrease our net income and the market value of our assets. Similarly, in a period of declining interest rates, our interest income on floating-rate investments would generally decrease, and interest rate floors on our floating-rate investments may not align with the interest rate floors on our floating-rate debt to compensate for such a decrease in interest income. Interest rate fluctuations resulting in our interest expense exceeding the income from our assets would result in operating losses for us and may limit our ability to make distributions to our stockholders. In addition, if we need to repay existing borrowings during periods of rising interest rates, we could be required to liquidate one or more of our investments at times that may not permit realization of the maximum return on those investments, which would adversely affect our profitability.
We may not be able to access financing sources on attractive terms, if at all, which could dilute our existing stockholders and adversely affect our ability to fund and grow our business.business, or result in dilution to our existing stockholders.
Our ability to fund our loans and investments may be impacted by our ability to secure bank credit facilities (including term loans and revolving facilities), warehouse facilities and structured financing arrangements, public and private debt issuances (including through securitizations) and derivative instruments, in addition to transaction or asset specific funding arrangements and additional repurchase agreements on acceptable terms. We also rely on short-term financing that would be especially exposed to changes in availability. Our access to sources of financing will depend upon a number of factors, over which we have little or no control, including:
general economic or market conditions;
the market’s view of the quality of our assets;
the market’s perception of our growth potential;
our current and potential future earnings and cash distributions; and
the market price of the shares of our common stock and preferred stock.
We will require outsidemay need to periodically access the capital markets to, significantly growamong other things, raise cash to fund new loans and investments. Unfavorable economic conditions or capital market conditions may increase our business. Historically we have relied on debt financing and, until January 2016, equity financing from our primary equity offering. We terminated our primary offering in January 2016 and this has significantly reducedfunding costs, limit our access to equity financing. We have and may continue to raise equitythe capital through private placements to institutions and other investors. Because our common stock is not traded on an exchange,markets or result in order to consummate these private placements, we have any may continue to have to sell our common stock at prices that reflect a significant discount to our book value per share. Sales of common stock at less than our book value per share will dilute the value of common stock helddecision by our existing shareholders. In addition, our business may be adversely affected by disruptions inpotential lenders not to extend credit. An inability to successfully access the debt and equity capital markets and institutional lending market, including the lack of accesscould limit our ability to capital or prohibitively high costs of obtaining or replacing capital. If we cannot obtain sufficient debt and equity capital on acceptable terms,grow our business and fully execute our abilitybusiness strategy and could decrease our earnings and liquidity. Additional equity issuances in the capital markets on unfavorable terms could also be dilutive to operateour
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existing stockholders. In addition, any dislocation or weakness in the capital and credit markets could be severely impacted.
We have broad authority to utilize leverageadversely affect our lenders and high levels of leverage could hinder our ability to make distributions and decrease the valuecause one or more of our common stock.lenders to be unwilling or unable to provide us with financing or to increase the costs of that financing. In addition, as regulatory capital requirements imposed on our lenders are increased, they may be required to limit, or increase the cost of, financing they provide to us. In general, this could potentially increase our financing costs and reduce our liquidity or require us to sell assets at an inopportune time or price. We cannot make assurances that we will be able to obtain any additional financing on favorable terms or at all.
Our charter does not limit the amount of our leverage. High leverage levels would cause us to incur higher interest charges and higher debt service payments and the agreements governing our borrowings may also include restrictive covenants. These factors could limit the amount of cash we have available to distribute to our stockholders and could result in a decline in the value of our common stock.

We use short-term borrowings such as credit facilities and repurchase agreements to finance our investments, whichoften require us to provide additional collateral inwhen the event the lender determines there is a decrease in the fair market value of our collateral decreases, and these calls for collateral could significantly impact our liquidity position.
We use short-term borrowing through repurchase agreements, credit facilities and other arrangements that put our assets and financial condition at risk. We may need to use such short-term borrowings for extended periods of time to the extent we are unable to access long-term financing. Repurchase agreements economically resemble short-term, variable-rate financing and usually require the maintenance of specific loan-to-collateral value ratios. If the market value of the assets subject to a repurchase agreement decline, we may be required to provide additional collateral or make cash payments to maintain the loan-to-collateral value ratio. If we are unable to provide such collateral or cash repayments, the lender may accelerate the loan orand we may be required to liquidate the collateral. In a weakening economic environment, or in an environment of widening credit spreads, we would generally expect the value of the commercial real estate debt or securities that serve as collateral for our short-term borrowings to decline, and in such a scenario, it is likely that the terms of our short-term borrowings would require us to provide additional collateral or to make partial repayment, which amounts could be substantial.
Further, such borrowings may require us to maintain a certain amount of cash reserves or to set aside unleveraged assets sufficient to maintain a specified liquidity position that would allow us to satisfy our collateral obligations. In addition, such short-term borrowing facilities may limit the length of time that any given asset may be used as eligible collateral, and these short-term borrowing arrangements may also be restricted to financing certain types of assets, such as first mortgage loans, which could impact our asset allocation. As a result, we may not be able to leverage our assets as fully as we would choose,like, which could reduce our return on assets. In the event that we are unable to meet these collateral obligations, our financial condition could deteriorate rapidly.

Risks Related to Our Investments
Our commercial real estate debt investments are subject to the risks typically associated with ownership of commercial real estate.
Our commercial real estate debt and commercial real estate securities generally are directly or indirectly secured by a lien on real property. The occurrence of a default on a commercial real estate debt investment could result in our acquiring ownership of the property. We do not know whether the values of the properties ultimately securing our commercial real estate debt and loans underlying our securities will remain at the levels existing on the dates of origination of these loans and the dates of origination of the loans ultimately securing our securities, as applicable. In addition, our borrowers could fraudulently inflate the values of the underlying properties. If the values of the properties drop our risk will increase because ofor are discovered to have been fraudulently inflated, the lower value of the security and reduction in borrower equity associated with such loans.loans will increase our risk. In this manner, reduced real estate values could impact the values of our debt and security investments. Therefore, our commercial real estate debt and securities investments, aremaking them subject to the risks typically associated with real estate.estate ownership.
Our operating results may be adversely affected by a number of risks generally incident to holding real estate debt, including, without limitation:
natural disasters, such as hurricanes, earthquakes and floods;floods, which we expect to increase in strength and frequency due to climate change;
acts of war or terrorism, or criminal violence, including the consequences of terrorist attacks;
adverse changes in national and local economic and real estate conditions;
adverse changes in economic and market conditions related to pandemics and health crises, such as COVID-19;
an oversupply of (or a reduction in demand for) space in the areas where particular properties securing our loans are located and the attractiveness of particular properties to prospective tenants;
changes in interest rates and availability of permanent mortgage funds that my render the sale of property difficult or unattractive;
changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance therewith and the potential for liability under applicable laws;
costs of remediation and liabilities associated with environmental conditions affecting properties; and
reduced demand for office space, including as a result of changes in work habits, including remote or hybrid work schedules which allow work from remote locations other than the employer’s office premises;
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the potential for uninsured or underinsured property losses; and
periods of high interest rates and tight money supply.
The value of each property securing our loans is affected significantly by its ability to generate cash flow and net income, which in turn depends on the amount of rental or other income that can be generated net of expenses required to be incurred with respect to the property. Many expenses associated with properties (such as operating expenses and capital expenses) cannot be reduced when there is a reduction in income from the properties.

These factors may have a material adverse effect on the ability of our borrowers to pay their loans and the ability of the borrowers on the underlying loans securing our securities to pay their loans, as well as on the value and the return that we can realize from assets we acquire and originate.
The commercial real estate debt we originate and invest in and the commercial real estate loans underlying the commercial real estate securities we invest in could be subject to delinquency, foreclosure and loss, which could result in losses to us.
Commercial real estate loans are secured by commercial real estate and are subject to risks of delinquency, foreclosure, loss and bankruptcy of the borrower, all of which are and will continue to be prevalent if the overall economic environment does not continue to improve. The ability of a borrower to repay a loan secured by commercial real estate is typically dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced or is not increased, dependingOur success depends on the borrower’s business plan, the borrower’savailability of attractive investment opportunities.
Our loans typically have a term of about three to five years.As a result, a significant amount of our invested capital is repaid at loan maturity each year.Our operating results are dependent upon our ability to repayidentify, structure, consummate, leverage, manage and realize attractive returns on, new loans and other investments. In general, the loan may be impaired. Netavailability of attractive investment opportunities and, consequently, our operating income of a property canresults, will be affected by eachthe level and volatility of interest rates, conditions in the following factors, among other things:
macroeconomic and local economic conditions;
tenant mix;
success of tenant businesses;
property management decisions;
property location and condition;
property operating costs, including insurance premiums, real estate taxes and maintenance costs;
competition from comparable types of properties;
effects on a particular industry applicable to the property, such as hotel vacancy rates;
changes in governmental rules, regulations and fiscal policies, including environmental legislation;
changes in laws that increase operating expenses or limit rents that may be charged;
increases in costs associated with renovation and/or construction
any need to address environmental contamination at the property;
the occurrence of any uninsured casualty at the property;
changes in national, regional or localfinancial markets, general economic conditions, and/or specific industry segments;
declinesthe demand for investment opportunities in regional or local real estate values;
branding, marketing and operational strategies;
declines in regional or local rental or occupancy rates;
increases in interest rates;
real estate tax rates and other operating expenses;
acts of God;
social unrest and civil disturbances; and
terrorism
Any one or a combination of these factors may cause a borrower to default on a loan or to declare bankruptcy. If a default or bankruptcy occursour target assets and the underlying asset value is less than the loan amount,supply of capital for such investment opportunities. We cannot assure you that we will suffer a loss.
In the event of any default under a commercial real estate loan held directly by us, webe successful in identifying and consummating attractive investments or that such investments, once made, will bear a risk of loss of principal or accrued interest to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the commercial real estate loan, which could have a material adverse effect on our cash flow from operations. In the event of a default by a borrower on a non-recourse commercial real estate loan, we will only have recourse to the underlying asset (including any escrowed funds and reserves) collateralizing the commercial real estate loan. If a borrower defaults on one of our commercial real estate debt investments and the underlying property collateralizing the commercial real estate debt is insufficient to satisfy the outstanding balance of the debt, we may suffer a loss of principal or interest. In addition, even if we have recourse to a borrower’s assets, we may not have full recourse to such assets in the event of a borrower bankruptcyperform as the loan to such borrower will be deemed to be secured only to the extent of the value of the mortgaged property at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. We are also exposed to

these risks though the commercial real estate loans underlying a commercial real estate security we hold may result in us not recovering a portion or all of our investment in such commercial real estate security.anticipated.
Delays in liquidating defaulted commercial real estate debt investments could reduce our investment returns.
If we originate or acquire commercial real estate debt investments and there are defaults under those debt investments, we may not be able to repossess and sell the properties securing the commercial real estate debt investment quickly. Foreclosure of a loan can be an expensive and lengthy process that could have a negative effect on our return on the foreclosed loan. Borrowers often resist foreclosure actions by asserting numerous claims, counterclaims and defenses, including but not limited to lender liability claims, in an effort to prolong the foreclosure action. In some states, foreclosure actions can take several years or more to resolve. At any time during the foreclosure proceedings, the borrower may file for bankruptcy, which would have the effect of staying the foreclosure action and further delaying the foreclosure process. The resulting time delay could reduce the value of ourthe assets inunder the defaulted loans. Furthermore, an action to foreclose on a property securing a loan is regulated by state statutes and regulations and is subject to the delays and expenses associated with lawsuits if the borrower raises defenses or counterclaims. In the event of default by a borrower, these restrictions, among other things, may impede our ability to foreclose on or sell the property securing the loan or to obtain proceeds sufficient to repay all amounts due to us on the loan. In addition,
Operating and disposing of properties acquired through foreclosure subject us to additional risks that could harm our results of operations.
The size of our real estate owned portfolio acquired through foreclosure has increased in recent years. We have in the past and we may in the future be forced to operate any foreclosed properties for a substantial period of time, which couldcan be a distraction for our management team and may require us to pay significant costs associated with such property. Owning and operating real property involves risks that are different (and in many ways more significant) than the risks faced in owning a loan secured by that property. The costs associated with operating and redeveloping the property, including any operating shortfalls and significant capital expenditures, could materially and adversely affect our results of operations, financial condition and liquidity. We may also be subject to environmental liabilities arising from such properties acquired in the foreclosure process. In addition, at such time that we elect to sell such property, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis, resulting in a loss to us. Furthermore, any costs or delays involved in the maintenance or liquidation of the underlying property will further reduce the net proceeds and, thus, increase the loss.
Subordinate commercial real estate debt that we originate or acquire could constitute a significant portion of our portfolio and may expose us to greater losses.
We acquire and originate subordinate commercial real estate debt, including subordinate mortgage and mezzanine loans and participations in such loans. These types of investments could constitute a significant portion of our portfolio and may involve a higher degree of risk than the type of assets that will constitute the majority of our commercial real estate debt investments, namely first mortgage loans secured by real property. In the event a borrower declares bankruptcy, we may not have full recoursebe able to fully realize on the assets of the borrower, or the assets of the borrower may not be sufficient to fully satisfy both the first mortgage loan and our subordinate debt investment. If a borrower defaults on our subordinate debt or on debt senior to ours, or in the event of a borrower bankruptcy, our subordinate debt will be satisfied only after the senior debt is paid in full. Where debt senior to our debt investment exists, the presence of intercreditor arrangements may limit our ability to amend our debt agreements, assign our debt, accept prepayments, exercise our remedies (through “standstill periods”) and control decisions made in bankruptcy proceedings relating to our borrowers. As a result, we may not recover some or all of our investment. In addition, real properties with subordinate debt may have higher loan-to-value ratios than conventional debt, resulting in less equity in the real property and increasing the risk of loss of principal and interest.
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We may be subject to risks associated with construction lending, such as declining real estate values, cost overruns and delays in completion.
Our commercial real estate debt portfolio may include loans made to developers to construct prospective projects. The primary risks to us of construction loans are the potential for cost overruns, the developer’s failing to meet a project delivery schedule and the inability of a developer to sell or refinance the project at completion in accordance with its business plan and repay our commercial real estate loan due to declining real estate values. These risks could cause us to have to fund more money than we originally anticipated in order to complete the project. We may also suffer losses on our commercial real estate debt if the developer is unable to sell the project or refinance our commercial real estate debt investment.
Jurisdictions with one action or security first rules or anti-deficiency legislation may limit the ability to foreclose on the property or to realize the obligation secured by the property by obtaining a deficiency judgment.
In the event of any default under our commercial real estate debt investments and in the loans underlying our commercial real estate securities, we bear the risk of loss of principal and nonpayment of interest and fees to the extent of any deficiency between the value of the collateral and the principal amount of the loan. Certain states in which the collateral securing our commercial real estate debt and securities is located may have laws that prohibit more than one judicial action to enforce a mortgage obligation, requiring the lender to exhaust the real property security for such obligation first or limiting the ability of the lender to recover a deficiency judgment from the obligor following the lender’s realization upon the collateral, in particular if a non-judicial foreclosure is pursued. These statutes may limit the right to foreclose on the property or to realize the obligation secured by the property.
Our investments in commercial real estate debt and commercial real estate securities are subject to changes in credit spreads.
Our investments in commercial real estate debt and commercial real estate securities are subject to changes in credit spreads. When credit spreads widen, the economic value of such investments decrease. Even though such investment may be performing in accordance with its terms and the underlying collateral has not changed, the economic value of the investment may be negatively impacted by the incremental interest foregone from the widened credit spread.

Investments in non-conforming or non-investment grade rated loans or securities involve greater risk of loss.
Some of our investments may not conform to conventional loan standards applied by traditional lenders and either will not be rated or will be rated as non-investment grade by the rating agencies. The non-investment grade ratings for these assets typically result from the overall leverage of the loans, the lack of a strong operating history for the properties underlying the loans, the borrowers’ credit history, the properties’ underlying cash flow or other factors. As a result, these investments may have a higher risk of default and loss than investment grade rated assets. Any loss we incur may be significant and may reduce distributions and adversely affect the value of our common stock.
Insurance may not cover all potential losses on the properties underlying our investments, which may harm the value of our assets.
We generally require that each of the borrowers under our commercial real estate debt investments obtain comprehensive insurance covering the mortgaged property, including liability, fire and extended coverage. However, there are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods and hurricanes that may be uninsurable or not economically insurable. Climate change may exacerbate the frequency and severity of these types of events. We may not require borrowers to obtain certain types of insurance if it is deemed commercially unreasonable. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it infeasible to useresult in insurance proceeds being inadequate to replace a property if it is damaged or destroyed. Under such circumstances, the insurance proceeds, if any, might not be adequate to restore the economic value of the property, which might impair our security and decrease the value of the property.
Investments that are not insured involve greater risk of loss than insured investments.
We may acquire and originate uninsured loans and assets as part of our investment strategy. Such loans and assets may include first mortgage loans, subordinate mortgage and mezzanine loans and participations in such loans and commercial real estate securities. While holding such interests, we are subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance. To the extent we suffer such losses with respect to our uninsured investments, the value of our company and the value of our common stock may be adversely affected.
We invest in CMBS and CRE CLO Bonds, which may include subordinate securities, which entails certain risks.
We invest in a variety of CMBS and CRE CLO Bonds, which may include subordinate securities that are subject to the first risk of loss if any losses are realized on the underlying mortgage loans. CMBS and CRE CLO Bonds entitle the holders thereof to receive payments that depend primarily on the cash flow from a specified pool of commercial or multifamily mortgage loans. Consequently, CMBS willand CRE CLO Bonds may be adversely affected by payment defaults, delinquencies and losses on the underlying commercial real estate loans. Furthermore, if the rental and leasing markets deteriorate, it could reduce cash flow from the loan pools underlying our CMBS and CRE CLO Bonds investments. The CMBS and CRE CLO Bonds market is dependent upon liquidity for refinancing and willcould be negatively impacted by a slowdown in the new issue CMBS and CRE CLO Bonds market. In addition, the value of CMBS and CRE CLO Bonds may change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the mortgage securities market as a whole.
Additionally, CMBS isand CRE CLO Bonds are subject to particular risks, including lack of standardized terms and payment of all or substantially all of the principal only at maturity rather than regular amortization of principal. Additional risks may be presented by the type and use of a particular commercial property. SpecialFor example, special risks are presented by hospitals, nursing homes, hospitality properties and certain other property types. Commercial property values and net operating income are subject to volatility, which may result in net operating income becoming insufficient to cover debt service on the related commercial real estate loan, particularly if the current economic environment continues to deteriorate.deteriorates. The repayment of loans secured by income-producing properties is typically dependent upon the successful operation of the related real estate project rather than upon the liquidation value of the underlying real estate. Furthermore, the net operating income from and value of any commercial property are subject to various risks. The exercise of remedies and successful realization of liquidation proceeds relating to CMBS and CRE CLO Bonds may be highly dependent upon the performance of the servicer or special servicer. Expenses of enforcing the underlying commercial real estate loans (including litigation expenses) and expenses of protecting the properties securing the commercial real estate loans may be substantial. Consequently, in the event of a default or loss on one or more commercial real estate loans contained in a securitization, we may not recover a portion or all of our investment.
The CMBS in which we may invest are subject to the risks of the mortgage securities market as a whole and risks of the securitization process.
The value of CMBS may change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the mortgage securities market as a whole. Due to our investment in subordinate CMBS, we are also subject to several risks created through the securitization process. Our subordinate CMBS are paid interest only to the extent that there are funds available to make payments. To the extent the collateral pool includes delinquent loans, there is a risk that the interest payment on subordinate CMBS will not be fully paid. Subordinate CMBS are also subject to greater credit risk than those CMBS that are senior and generally more highly rated.

We may not control the special servicing of the mortgage loans underlying the CMBS and CRE CLO Bonds in which we invest and, in such cases, the special servicer may take actions that could adversely affect our interests.
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Overall control over the special servicing of the underlying mortgage loans of the CMBS and CRE CLO Bonds may be held by a directing certificate holder, which is appointed by the holders of the most subordinate class of such CMBS.CMBS and CRE CLO Bonds. We ordinarily do not have the right to appoint the directing certificate holder. In connection with the servicing of the specially serviced mortgage loans, the related special servicer may, at the direction of the directing certificate holder, take actions that could adversely affect our interests.
We may invest in collateralized debt obligations ("CDOs") and such investments involve significant risks.
We may invest in CDOs, which are multiple class securities secured by pools of assets, such as CMBS, subordinate mortgage and mezzanine loans and REIT debt. Like typical securities structures, in a CDO, the assets are pledged to a trustee for the benefit of the holders of the bonds. Like CMBS, CDO notes are affected by payments, defaults, delinquencies and losses on the underlying commercial real estate loans. CDOs often have reinvestment periods that typically last for five years during which proceeds from the sale of a collateral asset may be invested in substitute collateral. Upon termination of the reinvestment period, the static pool functions very similarly to a CMBS where repayment of principal allows for redemption of bonds sequentially. To the extentWhen we invest in the equity securities of a CDO, we will be entitled to all of the income generated by the CDO after the CDO pays all of the interest due on the senior securities and its expenses. However, there will be little or no income or principal available to the holders of CDO equity securities if defaults or losses on the underlying collateral exceed a certain amount. In that event, the value of our investment in any equity class of a CDO could decrease substantially. In addition, the equity securities of CDOs are generally illiquid and often must be held by a REIT and because they represent a leveraged investment in the CDO’s assets, the value of the equity securities will generally have greater fluctuations than the values of the underlying collateral.
We have no established investment criteria limiting the size of each investment we make in commercial real estate debt, commercial real estate securities and other commercial real estate-related investments. If we have an investment that represents a material percentage of our assets, and that investment experiences a loss, the value of our common stock could be significantly diminished.
Certain of our commercial real estate debt, commercial real estate-related securities and other commercial real estate investments may represent a significant percentage of our assets. Any such investment may carry the risk associated with a significant asset concentration. Should any investment representing a material percentage of our assets, experience a loss on all or a portion of the investment, we could experience a material adverse effect, which would result in the value of our common stock being diminished.
We have no established investment criteria limiting the geographic concentration of our investments in commercial real estate debt, commercial real estate securities and other commercial real estate-related investments. If our investments are concentrated in an area that experiences adverse economic conditions, our investments may lose value and we may experience losses.
Certain commercial real estate debt, commercial real estate securities and other commercial real estate-related investments in which we invest may be secured by a single property or properties in one geographic location. These investments may carry the risks associated with significant geographical concentration. We have not established and do not plan to establish any investment criteria to limit our exposure to these risks for future investments. As a result, properties underlying our investments may be overly concentrated in certain geographic areas, and we may experience losses as a result. A worsening of economic conditions in the geographic area in which our investments may be concentrated could have an adverse effect on our business, including reducing the demand for new financings, limiting the ability of borrowers to pay financed amounts and impairing the value of our collateral.
We have no established investment criteria limiting the industry concentration of our investments in commercial real estate debt and commercial real estate-related securities and other commercial real estate investments. If our investments are concentrated in an industry that experiences adverse economic conditions, our investments may lose value and we may experience losses.
Certain commercial real estate debt and other commercial real estate-related investments in which we invest may be secured by a single property or properties serving a particular industry, such as hotel, office or otherwise. These investments may carry the risks associated with significant industry concentration. We have not established and do not plan to establish any investment criteria to limit our exposure to these risks for future investments. As a result, properties underlying our investments may be overly concentrated in certain industries, and we may experience losses as a result. A worsening of economic conditions in an industry in which we are concentrated could have an adverse effect on our business, including reducing the demand for new financings, limiting the ability of borrowers to pay financed amounts and impairing the value of our collateral.

Adjustable-rate commercial real estate loans may entail greater risks of default to us than fixed-rate commercial real estate loans.
Adjustable-rate commercial real estate loans we originate or acquire or that collateralize our commercial real estate securities may have higher delinquency rates than fixed-rate loans. Borrowers with adjustable-rate mortgage loans may be exposed to increased monthly payments if the related interest rate adjusts upward from the initial fixed-rate or a low introductory rate, as applicable, in effect during the initial period of the loan to the rate computed in accordance with the applicable index and margin. This increase in borrowers’ monthly payments, together with any increase in prevailing market interest rates, after the initial fixed-rate period, may result in significantly increased monthly payments for borrowers with adjustable-rate loans, which may make it more difficult for the borrowers to repay the loan or could increase the risk of default of their obligations under the loan.
Changes in interest rates could negatively affect the value of our investments, which could result in reduced income or losses and negatively affect the cash available for distribution.
We may invest in fixed-rate CMBS and other fixed-rate investments. Under a normal yield curve, an investment in these instruments will decline in value if long-term interest rates increase. We will also invest in floating-rate investments, for which decreases in interest rates will have a negative effect on interest income. Declines in fair value may ultimately reduce income or result in losses to us, which may negatively affect cash available for distribution.
Hedging against interest rate exposure may adversely affect our income, limit our gains or result in losses, which could adversely affect cash available for distribution to our stockholders.
We may enter into interest rate swap agreements or pursue other interest rate hedging strategies. Our hedging activity will vary in scope based on interest rate levels, the type of investments held, and other changing market conditions. Interest rate hedging may fail to protect or could adversely affect us because, among other things:
interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;
available interest rate hedging may not correspond directly with the interest rate risk for which protection is sought;
the duration of the hedge may not match the duration of the related liability or asset;
our hedging opportunities may be limited by the treatment of income from hedging transactions under the rules determining REIT qualification;
the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;
the party owing money in the hedging transaction may default on its obligation to pay; and
we may purchase a hedge that turns out not to be necessary.
Any hedging activity we engage in may adversely affect our income, which could adversely affect cash available for distribution. Therefore, while we may enter into such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged or liabilities being hedged may vary materially. Moreover, for a variety of reasons, we may not be able to establish a perfect correlation between hedging instruments and the investment being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss.
Hedging instruments often are not traded on regulated exchanges, guaranteed by an exchange or its clearinghouse or regulated by any U.S. or foreign governmental authorities and involve risks and costs.
The cost of using hedging instruments increases as the period covered by the instrument lengthens and during periods of rising and volatile interest rates. We may increase our hedging activity and thus increase our hedging costs during periods when interest rates are volatile or rising and hedging costs have increased. In addition, hedging instruments involve risk since they often are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated by any U.S. or foreign governmental authorities. Consequently, there are no regulatory or statutory requirements with respect to record keeping, financial responsibility or segregation of customer funds and positions. Furthermore, the enforceability of agreements underlying derivative transactions may depend on compliance with applicable statutory, commodity and other regulatory requirements and, depending on the identity of the counterparty, applicable international requirements. The business failure of a hedging counterparty with whom we enter into a hedging transaction will most likely result in a default. Default by a party with whom we enter into a hedging transaction may result in the loss of unrealized profits and force us to cover our resale commitments, if any, at the then current market price. It may not always be possible to dispose of or close out a hedging position without the consent of the hedging counterparty, and we may not be able to enter into an offsetting contract in order to

cover our risk. There can be no assurance that a liquid secondary market will exist for hedging instruments purchased or sold, and we may be required to maintain a position until exercise or expiration, which could result in losses.
Our investments in commercial real estate securities, which may include preferred and common equity, will be subject to the specific risks relating to the particular issuer of the securities and may involve greater risk of loss than secured debt financings.
Our investments in securities, which may include preferred and common equity, will involve special risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer. Issuers that are REITs and other real estate companies are subject to the inherent risks associated with real estate and real estate-related investments. Issuers that are finance companies are subject to the inherent risks associated with structured financing investments. Furthermore, securities, including preferred and common equity, may involve greater risk of loss than secured financings due to a variety of factors, including that such investments are generally unsecured and may also be subordinated to other obligations of the issuer. As a result, investments in securities, including preferred and common equity, are subject to risks of: (i) limited liquidity in the secondary trading market; (ii) substantial market price volatility resulting from changes in prevailing interest rates; (iii) subordination to the prior claims of banks and other senior lenders to the issuer; (iv) the operation of mandatory sinking fund or call or redemption provisions during periods of declining interest rates that could cause the issuer to reinvest redemption proceeds in lower yielding assets; (v) the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations; and (vi) the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn. These risks may adversely affect the value of outstanding securities, including preferred and common equity, and the ability of the issuers thereof to make principal, interest and distribution payments to us.
ManyMost of our investments are illiquid and we may not be able to vary our portfolio in response to changes in economic and other conditions, which may result in losses to us.
ManyMost of our investments are illiquid. As a result, our ability to sell commercial real estate debt, securities or properties in response to changes in economic and other conditions, could be limited, even at distressed prices. The Internal Revenue Code also places limits on our ability to sell properties held for fewer than fourtwo years. These considerations could make it difficult for us to dispose of any of our assets even if a disposition were in the best interests of our stockholders. As a result, our ability to vary our portfolio in response to further changes in economic and other conditions may be relatively limited, which may result in losses to us.
Declines in the fair value of our investments may adversely affect periodic reported results of operations and credit availability, which may reduce earnings and, in turn, cash available for distribution.
Most of our security investments will be classified for accounting purposes as “available-for-sale.” These assets will be carried at estimated fair value and temporary changes in the fair value of those assets will be directly charged or credited to equity with no impact on our statement of operations. If we determine that a decline in the estimated fair value of an available-for-sale security falls below its amortized value and is not temporary, we will recognize a loss on that security on the statement of operations, which will reduce our income in the period recognized.
A decline in the fair value of our assets may adversely affect us particularly in instances where we have borrowed money based on the fair value of those assets. If the fair value of those assets declines, the lender may require us to post additional collateral to support the asset. If we were unable to post the additional collateral, our lenders may refuse to continue to lend to us or reduce the amounts they are willing to lend to us. Additionally, we may have to sell assets at a time when we might not otherwise choose to do so. A reduction in credit available may reduce our income and, in turn, cash available for distribution.
Further, lenders may require us to maintain a certain amount of cash reserves or to set aside unlevered assets sufficient to maintain a specified liquidity position, which would allow us to satisfy our collateral obligations. As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on equity. In the event that we are unable to meet these contractual obligations, our financial condition could deteriorate rapidly.
The fair value of our investments may decline for a number of reasons, such as changes in prevailing market rates, increases in defaults, increases in voluntary prepayments for those investments that we have that are subject to prepayment risk, widening of credit spreads and downgrades of ratings of the securities by ratings agencies.
Some of our investments will be carried at estimated fair value as determined by us and, as a result, there may be uncertainty as to the value of these investments.
Some of our investments will be in the form of securities that are recorded at fair value but have limited liquidity or are not publicly-traded. The fair value of these securities and potentially other investments that have limited liquidity or are not publicly-traded may not be readily determinable. We estimate the fair value of these investments on a quarterly basis. Because such valuations are inherently uncertain, may fluctuate over short periods of time and may be based on numerous estimates and assumptions, our determinations of fair value may differ materially from the values that would have been used if a readily

available market for these securities existed. The value of our common stock could be adversely affected if our determinations regarding the fair value of these investments are materially higher than the values that we ultimately realize upon their disposal.
Competition with third parties for originating and acquiring investments may reduce our profitability.
We have significant competition with respect to our origination and acquisition of assets with many other companies, including other REITs, insurance companies, commercial banks, private investment funds, hedge funds, specialty finance companies and other investors, many of which have greater resources than us. Weus, and may not be able to compete successfully for investments. In addition, the number of entities and the amount of funds competing for suitable investments may increase. If weMany of our competitors are not subject to the operating constraints associated with REIT rule compliance or maintenance of an exclusion from registration under the Investment Company Act. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of loans and investments, offer more attractive pricing or other terms and establish more relationships than us. Furthermore, competition for originations of and investments in our target assets may lead to the yields of such assets decreasing, which may further limit our ability to generate satisfactory returns.
This competition may cause us to pay higher prices for investments or originate loans onwith more generous terms than our competitors, our returns will be lower and the value of our assets may not increase or may decrease significantly below the amount we paid for such assets.would otherwise agree to. If such events occur,this occurs, our investors may experience a lower return on their investment.
Our due diligence may not reveal all material issues relating to our origination or acquisition of a particular investment.
Before making an investment, we assess the strength and skills of the management of the borrower or the operator of the property and other factors that we believe are material to the performance of the investment. In making the assessment and otherwise conducting customary due diligence, we rely on the resources available to us and, in some cases, an investigation by third parties. This process is particularly important and subjective with respect to newly organized or private entities because there may be
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little or no information publicly available about the entity. EvenHowever, even if we conduct extensive due diligence on a particular investment, there can be no assurance that this diligence will uncover all material issues relating to such investment, that the information provided by the borrower is truthful or accurate, or that factors outside of our control will not later arise. If our due diligence fails to identify material issues, specific to investment, we have in the past and may be forcedin the future have to write-down or write-off assets, restructure our operationsinvestment or incur impairment or other charges that could result in our reporting losses. Charges of this nature could contribute to negative market perceptions about us or our shares of common stock.
We depend on borrowersstock (refer to “Part I, Item 3. Legal Proceedings” for a substantial portion of our revenue, and accordingly, our revenue and our ability to make distributions is dependent upon the success and economic viability of such borrowers.
The success of our origination or acquisition of commercial real estate debt investments and our acquisition of commercial real estate securities significantly depends on the financial stabilitysummary of the borrowers underlying such investments. The inability of a single major borrower or a number of smaller borrowers to meet their payment obligations could result in reduced revenue or losses.
A prolonged economic slowdown, a lengthy or severe recession or declining real estate values could harm our operations.
Many of our investments may be susceptible to economic slowdowns or recessions, which could lead to financial losses in our investments and a decrease in revenues, earnings and assets. An economic slowdown or recession, in addition to other non-economic factors, such as an excess supply of properties, could have a material negative impact on the values of commercial real estate properties. Declining real estate values will likely reduce our level of new loan originations, since borrowers often use increases in the value of their existing properties to support the purchase or investment in additional properties. Borrowers may also be less able to pay principal and interest on our loans if the real estate economy weakens. Further, declining real estate values significantly increase the likelihood that we will incur losses on our loans in the event of a default because the value of our collateral may be insufficient to cover our cost on the loan. Any sustained period of increased payment delinquencies, foreclosures or losses could adversely affect both our net interest income from loans in our portfolio as well as our ability to originate, sell and securitize loans, which would significantly harm our revenues, results of operations, financial condition, business prospects and our ability to make distributions.
If we overestimate the value or income-producing ability or incorrectly price the risks of our investments, we may experience losses.
Analysis of the value or income-producing ability of a commercial property is highly subjective and may be subject to error. We value our potential investments based on yields and risks, taking into account estimated future losses on the commercial real estate loans and the property included in the securitization’s pools or commercial real estate investments, and the estimated impact of these losses on expected future cash flows and returns. In the event that we underestimate the risks relative to the price we pay for a particular investment, we may experience losses with respect to such investment.
Our borrowers’ forms of entities may cause special risks or hinder our recovery.
Most of the borrowers for our commercial real estate loan investments will most likely beCompany’s legal entities rather than individuals. As a result, our risk of loss may be greater than originators of loans made to or leases with individuals. Unlike individuals involved in bankruptcies, these legal entities generally do not have personal assets and creditworthiness at stake. As a result, the bankruptcy of one of our borrowers, or a general partner or managing member of that borrower, may impair our ability to enforce our rights and remedies under the related mortgage.

Real estate debt restructurings may reduce our net interest income.
Although our commercial real estate debt investments are relatively new and the commercial real estate market has exhibited signs of recovery, we may need to restructure our commercial real estate debt investments if the borrowers are unable to meet their obligations to us and we believe restructuring is the best way to maximize value. In order to preserve long-term value, we may determine to lower the interest rate on our commercial real estate debt investments in connection with a restructuring, which will have an adverse impact on our net interest income. We may also determine to extend the time to maturity and make other concessions with the goal of increasing overall value but there is no assurance that the results of our restructurings will be favorable to us. We may lose some or all of our investment even if we restructure in an effort to increase value.proceedings).
We may be unable to restructure loans in a manner that we believe maximizes value, particularly if we are one of multiple creditors in large capital structures.
In the current environment, in order to maximize value we may be more likely to extend and work out a loan, rather than pursue foreclosure. However, in situations where there are multiple creditors in large capital structures, it can be particularly difficult to assess the most likely course of action that a lender group or the borrower may take and it may also be difficult to achieve consensus among the lender group as to major decisions. Consequently, there could be a wide range of potential principal recovery outcomes, the timing of which can be unpredictable, based on the strategy pursued by a lender group and/or by a borrower. These multiple creditor situations tend to be associated with larger loans. If we are one of a group of lenders, we may be a lender on a subordinated basis, and may not independently control the decision making. Consequently, we may be unable to restructure a loan in a manner that we believe would maximize value.
We may not be able to realize the benefits of any guarantees we may receive which could harm our ability to preserve our capital upon a default.
We sometimes obtain personal or corporate guarantees, which are not secured, from borrowers or their affiliates. These guarantees are often triggered only upon the occurrence of certain trigger, or “bad boy” events. In cases where guarantees are not fully or partially secured, we typically rely on financial covenants from borrowers and guarantors which are designed to require the borrower or guarantor to maintain certain levels of creditworthiness. As a result of the recent economic recession and persisting market conditions, many borrowers and guarantors face financial difficulties and may be unable to comply with their financial covenants. If the economy does not strengthen, our borrowers could experience additional financial stress. Where we do not have recourse to specific collateral pledged to satisfy such guarantees or recourse loans, we will only have recourse as an unsecured creditor to the general assets of the borrower or guarantor, some or all of which may be pledged to satisfy other lenders. There can be no assurance that a borrower or guarantor will comply with its financial covenants or that sufficient assets will be available to pay amounts owed to us under our commercial real estate debt and related guarantees.
We may be subject to risks associated with future advance obligations, such as declining real estate values and operating performance.
Our commercial real estate debt portfolio may include loans that require us to advance future funds. Future funding obligations subject us to significant risks that the property may have declined in value, projects to be completed with the additional funds may have cost overruns and the borrower may be unable to generate enough cash flow, or sell or refinance the property, in order to repay our commercial real estate loan due. We could determine that we need to fund more money than we originally anticipated in order to maximize the value of our investment even though there is no assurance additional fundingthat such determination would, in fact, be the best course of action.
While we expectWe may not be successful in our attempts to align the maturities of our liabilities with the maturities on our assets, we may not be successful in that regard which could harm our operating results and financial condition.
Our general financing strategy will include the use of “match-funded” structures. This means that we will seek to align the maturities of our liabilities with the maturities on our assets in order to manage the risks of being forced to refinance our liabilities prior to the maturities of our assets. In addition, we plan to match interest rates on our assets with like-kind borrowings, so fixed-rate assets are financed with fixed-rate borrowings and floating-rate assets are financed with floating-rate borrowings, directly or indirectly through the use of interest rate swaps, caps and other financial instruments or through a combination of these strategies. We may fail to appropriately employ match-funded structures on favorable terms, or at all.all, including as a result of the unavailability of CDO and CLO financing options. We may also determine not to pursue a match-funded structure with respect to a portion of our financings for a variety of reasons. If we fail to appropriately employ match-funded structures, our exposure to interest rate volatility and exposure to matching liabilities prior to the maturity of the corresponding asset may increase substantially which could harm our operating results, liquidity and financial condition.
Provision for loancredit losses is difficult to estimate.
Our provision for loancredit losses is evaluated on a quarterly basis. Our determination of provision for loancredit losses requires us to make certain estimates and judgments.judgments, which may be difficult to determine. Our estimates and judgments are based on a number of factors, including projected cash

flows from the collateral securing our commercial real estate debt, debt structure, including the availability of reserves and recourse guarantees, likelihood of repayment in full at the maturity of a loan, loan-to-value ("LTV"), potential for refinancing and expected market discount rates for varying property types.types, loan-to-value ("LTV"), and reasonable and supportable forecasts that affect the collectability of the reported amount. Our estimates and judgments may not be correct and, therefore, our results of operations and financial condition could be severely impacted.
Accounting Standards Update 2016-13, "Financial Instruments - Credit Losses, Measurement of Credit Losses on Financial Instruments (Topic 326)," which replaced the "incurred loss" model for recognizing credit losses with an "expected loss" model referred to as the Current Expected Credit Loss model ("CECL") became effective for us on January 1, 2020. Under the CECL model, we are required to provide allowances for credit losses on certain financial assets carried at amortized cost, such as loans held-for-investment and held-to-maturity debt securities, including related future funding commitments and accrued interest receivable. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and forward looking information through the use of projected macroeconomic scenarios over the reasonable and supportable forecasts. This measurement takes place at the time the financial asset is first added to the balance sheet and updated quarterly thereafter. This differs significantly from the "incurred loss" model previously required under GAAP, which delayed recognition until it was probable a loss had been incurred. Accordingly, the adoption of the CECL model has materially affected how we determine our credit loss provision and required us to significantly increase our allowance and recognize provisions for credit losses earlier in the lending cycle. Moreover, the CECL model created more volatility in the
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level of our credit loss provisions. If we enter into joint ventures,are required to materially increase our joint venture partnersfuture level of credit loss allowances for any reason, such increase could take actionsadversely affect our business, results of operations, liquidity and financial conditions.
Any credit ratings assigned to our investments will be subject to ongoing evaluations and revisions and we cannot assure you that decreasethose ratings will not be downgraded.
Some of our investments may be rated by rating agencies. Any credit ratings on our investments are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any such ratings will not be downgraded or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. If rating agencies assign a lower-than-expected rating or reduce or withdraw, or indicate that they may reduce or withdraw, their ratings of FBRT’s investments in the future, the value and liquidity of those investments could significantly decline, which would adversely affect the value of an investment to us and lower our overall return.
We may enter into joint ventures with third parties to make investments. We may also make investments in partnerships or other co-ownership arrangements or participations. Such investments may involve risks not otherwise present with other methods of investment, including, for example, the following risks:
that our co-venturer or partner in an investment could become insolvent or bankrupt;
that such co-venturer or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals; or
that such co-venturer or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives.
Any of the above might subject us to liabilities and thus reduce our returns on our investment with that co-venturer or partner. In addition, disagreements or disputes between us and our co-venturer or partner could result in litigation, which could increase our expenses and potentially limit the time and effort our officers and directors are able to devote to our business.

portfolio.
Risks Related to the Conduit Segment of the Business
We use warehouse facilities that may limit our ability to acquire assets, and we may incur losses if the collateral is liquidated.
We utilize warehouse facilities pursuant to which we accumulate mortgage loans in anticipation of a securitization financing, which assets are pledged as collateral for such facilities until the securitization transaction is consummated. In order to borrow funds to acquire assets under any additional warehouse facilities, we expect that our lenders thereunder would have the right to review the potential assets for which we are seeking financing. We may be unable to obtain the consent of a lender to acquire assets that we believe would be beneficial to us and we may be unable to obtain alternate financing for such assets. In addition, no assurance can be given that a securitization transaction would be consummated with respect to the assets being warehoused. If the securitization is not consummated, the lender could liquidate the warehoused collateral and we would then have to pay any amount by which the original purchase price of the collateral assets exceeds its sale price, subject to negotiated caps, if any, on our exposure. In addition, regardless of whether the securitization is consummated, if any of the warehoused collateral is sold before the consummation, we would have to bear any resulting loss on the sale. No assurance can be given that we will be able to obtain additional warehouse facilities on favorable terms, or at all.
We directly or indirectly utilize non‑recourse securitizations, and such structures expose us to risks that could result in losses to us.
We utilize non‑recourse securitizations of our investments in mortgage loans to the extent consistent with the maintenance of our REIT qualification and exemption from the Investment Company Act in order to generate cash for funding new investments and/or to leverage existing assets. In most instances, this involves us transferring our loans to a special purpose securitization entity in exchange for cash. In some sale transactions, we also retain a subordinated interest in the loans sold. The securitization of our portfolio investments might magnify our exposure to losses on those portfolio investments because the subordinated interest we retain in the loans sold would be subordinate to the senior interest in the loans sold, and we would, therefore, absorb all of the losses sustained with respect to a loan sold before the owners of the senior interest experience any losses. Moreover, we cannot be assured that we will be able to access the securitization market in the future, or be able to do so at favorable rates. The inability to consummate securitizations of our portfolio investments to finance our investments on a long‑term basis could require us to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune time or price, which could adversely affect our performance and our ability to continue to grow our business.
The securitization market is subject to an evolvinga regulatory environment that may affect certain aspects of these activities.
As a result of the dislocation of the credit markets in prior years, the securitization marketindustry has become subject to additional regulation. In particular, pursuant to the Dodd‑FrankDodd-Frank Wall Street Reform and Consumer Protection Act, various federal agencies have promulgated a rule that generally requires issuers in securitizations to retain 5% of the risk associated with the securities. ToWhile the extent werule as adopted generally allows the purchase of the CMBS B-Piece by a party not affiliated with the issuer to satisfy the risk retention requirement, current CMBS B-Pieces are generally not large enough to fully satisfy the 5% requirement. Accordingly, buyers of B-Pieces such as us may be required to buy significant B‑Pieces inpurchase larger B-Pieces, potentially reducing returns on such investments. Furthermore, any such B-Pieces purchased by a party (such as us) unaffiliated with the issuer generally cannot be transferred for a period of five years following the closing date of the securitization or hedged against credit risk. These restrictions would reduce our securitizations, thisliquidity and could potentially reduce our returns in these transactions.on such investments.
We enter into hedging transactions that could expose us to contingent liabilities in the future.

Subject to maintaining our qualification as a REIT, part of our investment strategy involves entering into hedging transactions that require us to fund cash payments in certain circumstances (such as the early termination of the hedging instrument caused by an event of default or other early termination event, or the decision by a counterparty to request margin securities it is contractually owed under the terms of the hedging instrument). The amount due would be equal to the unrealized loss of the open swap positions with the respective counterparty and could also include other fees and charges. These economic
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losses will be reflected in our results of operations, and our ability to fund these obligations will depend on the liquidity of our assets and access to capital at the time, and the need to fund these obligations could adversely impact our financial condition.
Hedging against interest rate exposure may adversely affect our earnings,income, limit our gains or result in losses, which could reduce ouradversely affect cash available for distribution to our stockholders.
Subject to maintaining our qualification as a REIT, weWe enter into interest rate swap agreements and pursue variousother interest rate hedging strategies to seek to reduce our exposure to adverse changes in interest rates.strategies. Our hedging activity varieswill vary in scope based on interest rate levels, the level and volatilitytype of interest rates, exchange rates, the types of assetsinvestments held, and other changing market conditions. HedgingInterest rate hedging may fail to protect or could adversely affect us because, among other things:
interest rate currency and/or credit hedging can be expensive, particularly during periods of rising and may result in us receiving lessvolatile interest income;rates;
available interest rate hedgeshedging may not correspond directly with the interest rate risk for which protection is sought;
due to a credit loss, prepayment or asset sale, the duration of the hedge may not match the duration of the related assetliability or liability;asset;
our hedging opportunities may be limited by the amounttreatment of income that a REIT may earn from hedging transactions (other than hedging transactions that satisfy certain requirements ofunder the Internal Revenue Code or that are done through a taxablerules determining REIT subsidiary) to offset losses is limited by U.S. federal tax provisions governing REITs;qualification;
the credit quality of the hedging counterpartyparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; andtransactions;
the hedging counterpartyparty owing money in the hedging transaction may default on its obligation to pay.pay; and
Wewe may failpurchase a hedge that turns out not to recalculate, readjust or execute hedges in an efficient manner.be necessary.
Any hedging activity in which we engage in may materially and adversely affect our results of operations andincome, which could adversely affect cash flows.available for distribution. Therefore, while we may enter into such transactions seekingto seek to reduce interest rate risks, unanticipated changes in interest rates credit spreads or currencies may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged or liabilities being hedged may vary materially. Moreover, for a variety of reasons, we may not seekbe able to establish a perfect correlation between such hedging instruments and the portfolio positions or liabilitiesinvestment being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss.


Risks Related to Conflicts of Interest
The Advisor faces conflicts of interest relating to purchasing commercial real estate-related investments, and such conflicts may not be resolved in our favor, which could adversely affect our investment opportunities.
We rely on the Advisor and the executive officers and other key real estate professionals at our Advisor to identify suitable investment opportunities for us. Although there are restrictions in the Advisory Agreement we have entered into with the Advisor with respect to the Advisor’s ability to manage another REIT that competes with us, or to provide any services related to fixed-rate conduit lending to another person, the Advisor and its employees are not otherwise restricted from engaging in investment and investment management activities unrelated to us and do engage in these activities. Some investment opportunities that are suitable for us may also be suitable for other investment vehicles managed by the Advisor or its affiliates. Thus, the executive officers and real estate professionals of the Advisor could direct attractive investment opportunities to other entities or investors. In addition, we may in the future engage in transactions with our Advisor or affiliates of our Advisor, including co-investment transactions, and these transactions may not be on terms as favorable as transactions with third parties. Such events could result in us investing in assets that provide less attractive returns, which may reduce our ability to make distributions.
The Advisor and its employees face competing demands relating to their time, and this may cause our operating results to suffer.
The Advisor and its employees are engaged in investment and investment management activities unrelated to us. We cannot provide any assurances regarding the amount of time our Advisor and its employees will dedicate to the management of our business. Each of our officers is also an employee of our Advisor, who has now or may be expected to have significant responsibilities for other investment vehicles currently managed by the Advisor and its affiliates. Consequently, we may not receive the level of support and assistance that we otherwise might receive if we were internally managed. Because these persons have competing demands on their time and resources, they may have conflicts of interest in allocating their time between our business and these other activities. If this occurs, the returns on our investments may suffer.
The fee structure set forth in the Advisory Agreement may not create proper incentives for the Advisor.
We pay the Advisor a base management fee regardless of our performance and an incentive fee that is based on our performance. Since the base management fee is based on total stockholder equity, the Advisor may be incentivized to focus on strategies that increase our equity even when doing so will not optimize the returns for our stockholders. The incentive fee may create an incentive for our Advisor to invest in assets with higher yield potential, which are generally riskier or more speculative, or sell an asset prematurely for a gain, in an effort to increase our short-term net income and thereby increase the incentive fees to which it is entitled.
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Our Advisor manages our portfolio pursuant to broad investment guidelines and is not required to seek the approval of our board of directors for each investment, financing, asset allocation or hedging decision made by it, which may result in our making riskier loans and other investments and which could materially and adversely affect us.
Our Advisor is authorized to follow broad investment guidelines that provide it with substantial discretion regarding investment, financing, asset allocation and hedging decisions. Our board of directors will periodically review our investment guidelines and our portfolio but will not, and will not be required to, review and approve in advance all of our proposed loans and other investments or our Advisor’s financing, asset allocation or hedging decisions. In addition, in conducting periodic reviews, our directors may rely primarily on information provided, or recommendations made, to them by our Advisor or its affiliates. Subject to maintaining our REIT qualification and our exclusion or exemption from regulation under the Investment Company Act, our Advisor has significant latitude within the broad investment guidelines in determining the types of loans and other investments it makes for us, and how such loans and other investments are financed or hedged, which could result in investment returns that are substantially below expectations or losses, which could materially and adversely affect us.
Our Advisor maintains a contractual as opposed to a fiduciary relationship with us. Our Advisor’s liability is limited under our Advisor Agreement, and we have agreed to indemnify our Advisor against certain liabilities.
Pursuant to our Advisory Agreement, our Advisor assumes no responsibility to us other than to render the services called for thereunder in good faith and will not be responsible for any action of our board of directors in following or declining to follow its advice or recommendations, including as set forth in our investment guidelines. Our Advisor maintains a contractual as opposed to a fiduciary relationship with us. Under the terms of our Advisory Agreement, our Advisor and its affiliates and the officers, directors, equity holders, members, partners, stockholders, other equity holders and employees of our Advisor, will not be liable to us, any subsidiary of ours, our board of directors, our stockholders or any of our subsidiaries’ stockholders, members or partners for acts or omissions performed in accordance with and pursuant to our Advisory Agreement, except by reason of fraud, misappropriation or embezzlement of funds of the Company or acts or omissions constituting bad faith, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of their duties under our Advisory Agreement. We have agreed to indemnify our Advisor, its affiliates and the officers, directors, equity holders, members, partners, stockholders, other equity holders and employees of our Advisor and its affiliates from any and all liability, claims, damages or losses arising in the performance of their duties, and related expenses, including reasonable attorneys’ fees in respect of or arising from any acts or omissions of such party performed in good faith under our Advisory Agreement and not constituting bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of duties of such party under our Advisory Agreement. As a result, we could experience poor performance or losses for which our Advisor would not be liable.
Termination of our Advisory Agreement would be difficult and costly.
The circumstances under which we can terminate our contract with the Advisor for cause are limited and do not include performance. Termination of our Advisory Agreement without cause would be difficult and costly. The Advisory Agreement may be terminated each year without cause upon the affirmative vote of at least two-thirds of our independent directors, based upon a determination that (i) our Advisor’s performance is unsatisfactory and materially detrimental to us or (ii) the base management fee and annual incentive fee payable to our Advisory are not fair (provided that in this instance, our Advisor will be afforded the opportunity to renegotiate the management fee and incentive fees prior to termination). We are required to provide our Advisor with 180 days prior notice of any such termination. Additionally, upon such a termination, or if we materially breach the Advisory Agreement and our Advisor terminates our Advisory Agreement, the Advisory Agreement provides that we will pay our Advisor a termination fee equal to three times the sum of the average annual base management fee and the average annual incentive fee paid or payable to the Advisor during the 24-month period immediately preceding the most recently completed calendar quarter prior to the termination. These provisions increase the cost to us of terminating the Advisory Agreement and adversely affect our ability to terminate our Advisor without cause.
Risks Related to Our Corporate Structure
The limit on the number of shares a person may own may discourage a takeover that could otherwise result in a premium price to our stockholders.
The Company's charter, with certain exceptions, authorizes the board of directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by the board of directors, no person or entity may own more than 7.9% in value of the aggregate of our outstanding shares of stock or more than 7.9% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of our stock determined after applying certain rules of attribution. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of our common stock.
Certain provisions of Maryland law could inhibit a change in control of our Company.
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Certain provisions of the Maryland General Corporation Law (“MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:
“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of our then outstanding voting power of our shares or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding voting shares) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes special appraisal rights and special stockholder voting requirements on these combinations; and
“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Pursuant to the MGCL, our board of directors has exempted any business combination involving our Advisor or any affiliate of our Advisor. Consequently, the five-year prohibition and the super-majority vote requirements will not apply to business combinations between us and our Advisor or any affiliate of our Advisor.
In addition, the Company's bylaws contain a provision exempting from the control share provisions any and all acquisitions of our stock by any person. There can be no assurance that this provision will not be amended or eliminated at any time in the future.
In addition, the “unsolicited takeover” provisions of Title 3, Subtitle 8 of the MGCL permit the Board, without shareholder approval and regardless of what is currently provided in the charter or bylaws, to implement certain takeover defenses, including adopting a classified board or increasing the vote required to remove a director. Such takeover defenses may have the effect of inhibiting a third-party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then-current market price.

Risks Related to Taxation
Our failure to qualify as a REIT could have significant adverse consequences to us and the value of our common stock.
We believe that we have qualified as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2013. We intend to continue to meet the requirements for qualification and taxation as a REIT, but we cannot assure stockholders that we qualify as a REIT. Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which only a limited number of judicial and administrative interpretations exist. Moreover, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. Even an inadvertent or technical mistake could jeopardize our REIT status.
Our qualification as a REIT depends on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis.basis:
Our compliance depends upon the characterization of our assets and income for REIT purposes, as well as the relative values of our assets, some of which are not susceptible to a precise determination and for which we typically do not obtain independent appraisals. Moreover, we invest in certain assets with respect to which the rules applicable to REITs may be particularly difficult to interpret or to apply, including the rules applicable to financing arrangements that are structured as sale and repurchase agreements; mezzanine loans; and investments in real estate mortgage loans that are acquired at a discount, subject to work-outs or modifications, or reasonably expected to be in default at the time of acquisition. If the Internal Revenue Service ("IRS") challenged our treatment of investments for purposes of the REIT asset and income tests, and if such a challenge were sustained, we could fail to qualify as a REIT.
The fact that we own direct or indirect interests in an entity that will elect to be taxed as a REIT under the U.S. federal income tax laws (a “Subsidiary REIT”), further complicates the application of the REIT requirements for us. The Subsidiary REIT is subject to the various REIT qualification requirements that are applicable to us and certain other requirements. If the Subsidiary REIT were to fail to qualify as a REIT, then (i) it would become subject to regular U.S. federal corporate income tax, (ii) our interest in such Subsidiary REIT would cease to be a qualifying asset for purposes of the REIT asset tests, and (iii) it is possible that we would fail certain of the REIT asset tests, in which event we also would fail to qualify as a REIT unless we could avail ourselves of relief provisions.

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If we were to fail to qualify as a REIT in any taxable year and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, we would be subject to U.S federal and applicable state and local income tax on our taxable income at regular corporate rates. For taxable years beginning before January 1, 2018In addition, we would possibly also could be subject to certain taxes that are applicable to non-REIT corporations, including the U.S. federal alternative minimum tax.nondeductible 1% excise tax on certain stock repurchases. Losing our REIT status would reduce our net income available for investment or distribution to stockholders because of the additional tax liability. In addition, distributions to stockholders would no longer qualify for the dividends-paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow or liquidate some investments in order to pay the applicable tax. We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions.

The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.
The Internal Revenue Service ("IRS")IRS has issued Revenue Procedure 2003-65, which provides a safe harbor pursuant to which a mezzanine loan, if it meets certain requirements, will be treated by the IRS as a real estate asset for purposes of the REIT asset tests, and interest derived from such loan will be treated as qualifying mortgage interest for purposes of the REIT 75% gross income test. Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. We may originate or acquire mezzanine loans that do not satisfy all of the requirements for reliance on the safe harbor set forth in the Revenue Procedure, in which case, there can be no assurance that the IRS will not challenge the tax treatment of such loans. If such a challenge were sustained, we could fail to qualify as a REIT.
Stockholders who participate in our DRIP may have current tax liability on distributions if they elect to reinvest in our common stock.
Stockholders who participate in our DRIP, will be deemed to have received, for U.S. federal income tax purposes, a distribution equal to the amount reinvested in shares of our common stock and an additional distribution to the extent the shares are purchased at a discount to fair market value. Such amounts will be taxable distributions, to the extent of our current or accumulated earnings and profits. As a result, unless such investor is a tax-exempt entity, such investor may have to use cash from other sources to pay the tax liability on the value of the shares of common stock received.
Even if we qualify as a REIT, we may be subject to tax liabilities that reduce our cash flow for distribution to our stockholders.
Even if we qualify as a REIT, we may be subject to some U.S. federal, state and local taxes on our income or property. For example:
In order to qualify as a REIT, we must distribute annually at least 90% of our "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to our stockholders. To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed income. These requirements could cause us to distribute amounts that otherwise would be spent on investments in real estate assets, and it is possible that we might be required to borrow funds or sell assets to fund these distributions.
We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of (i) 85% of our ordinary income, (ii) 95% of our capital gain net income and (iii) 100% of our undistributed income from prior years.
If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we must pay a tax on that income at the highest corporate income tax rate.
If we sell an asset, other than a foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, our gain would be subject to the 100% “prohibited transaction” tax. We might be subject to this tax if we were to dispose of or securitize loans in a manner that is treated as a sale of loans for U.S. federal income tax purposes that is subject to the prohibited transaction tax.
Any TRStaxable REIT subsidiary (“TRS”) of ours will be subject to U.S. federal corporate income tax on its taxable income, and non-arm’s length transactions between us and any TRS could be subject to a 100% tax.
We could, in certain circumstances, be required to pay an excise or penalty tax (which could be significant in amount) in order to utilize one or more relief provisions under the Internal Revenue Code to maintain our qualification as a REIT.
Any of these taxes would decrease cash available for distribution to our stockholders.
REIT distribution requirements could adversely affect our ability to execute our business plan.
We generally must distribute annually at least 90% of our REIT taxable income (determined before the deduction of dividends paid and excluding net capital gains) in order to qualify as a REIT, and any REIT taxable income that we do not distribute will be subject to U.S. federal corporate tax at regular rates. We intend to continue to make distributions to our stockholders to comply with the REIT requirements of the Code and to avoid U.S. federal corporate income tax and the 4% excise tax imposed on us if we distribute less than our required distribution in any calendar year.
From time to time, we may generate taxable income greater than our income for financial reporting purposes prepared in accordance with GAAP, or differences in timing between the recognition of taxable income and the actual receipt of cash. For example:
we may be required to accrue income from mortgage loans, mortgage-backed securities (“MBS”), and other types of debt securities or interests in debt securities before we receive any payments of interest or principal on such assets;
we may acquire distressed debt investments that are subsequently modified by agreement with the borrower, which could cause us to have to recognize gain in certain circumstances;

we may recognize substantial amounts of “cancellation of debt” income for U.S. federal income tax purposes (but not for GAAP purposes) due to discount repurchases of our liabilities, which could cause our REIT taxable income to exceed our GAAP income;
we may deduct our capital losses only to the extent of our capital gains and not against our ordinary income, in computing our REIT taxable income for any given taxable year; and
certain of our assets and liabilities are marked-to-market for GAAP purposes but not for tax purposes which could result in losses for GAAP purposes that are not recognized in computing our REIT taxable income; and under the “Tax Cuts and Jobs Act of 2017” (the “TCJA”), we generally must accrue income for U.S. federal income tax purposes no later than when such income is taken into account as revenue in our financial statements, which could create additional differences between REIT taxable income and the receipt of cash attributable to such income.
As a result of both the requirement to distribute 90% of our REIT taxable income each year (and to pay tax on any income that we do not distribute), and the fact that our taxable income may well exceed our cash income due to the factors mentioned above as well as other factors, we may find it difficult or impossible to meet the distribution requirements in certain circumstances while also having adequate cash resources to execute our business plan. In particular, where we experience differences in timing between the recognition of taxable income and the actual receipt of cash, the requirement to distribute a substantial portion of our taxable income could cause us to: (i) sell assets in adverse market conditions, (ii) borrow on unfavorable terms, (iii) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt or (iv) make a taxable distribution of our shares of our common stock as part of a distribution in which stockholders may elect to receive shares of our common stock or (subject to a limit measured as a percentage of the total distribution) cash, in order to comply with the REIT requirements. These alternatives could increase our costs, reduce our equity, and/or result in stockholders being taxed on distributions of shares of stock without receiving cash sufficient to pay the resulting taxes. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.
To maintain our REIT status, we may be forced to forgo and/or liquidate otherwise attractive opportunities.
To qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualifying real estate assets, including certain mortgage loans and certain kinds of MBS. The remainder of our investment in securities (other than qualified 75% asset test assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than qualified 75% asset test assets) can consist of the securities of any one issuer, and no more than 25% (20% for taxable years beginning after December 31, 2017) of the value of our total assets can be represented by securities of one or more TRSs, and no more than 25% of the value of our total assets may be represented by debt instruments issued by "publicly offered REITs" (i.e. REITs which are required to file annual and periodic reports with the SEC under the Exchange Act) that are “nonqualified” (e.g., not secured by real property or interests in real property). If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate from our portfolio, or contribute to a TRS, otherwise attractive investments in order to maintain our qualification as a REIT. These actions could have the effect of reducing our income, increasing our income tax liability, and reducing amounts available for distribution to our stockholders. In addition, we may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution, and may be unable to pursue investments (or, in some cases, forego the sale of such investments) that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make, and, in certain cases, maintain ownership of certain attractive investments.
The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to qualify as a REIT.
We are party to certain financing arrangements, and may in the future enter into additional financing arrangements, that are structured as sale and repurchase agreements pursuant to which we would nominally sell certain of our assets to a counterparty and simultaneously enter into an agreement to repurchase these assets at a later date in exchange for a purchase price. Economically, these agreements are financings which are secured by the assets sold pursuant thereto. We believe that we would be treated for REIT asset and income test purposes as the owner of the assets that are the subject of any such sale and repurchase agreement notwithstanding that such agreement may transfer record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could assert that we did not own the assets during the term of the sale and repurchase agreement, in which case we could fail to qualify as a REIT.


The “taxable mortgage pool” rules may increase the taxes that we or our stockholders incur, and may limit the manner in which we effect future securitizations.
Certain
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Securitizations in the form of bonds or notes secured principally by mortgage loans generally result in the creation of "taxabletaxable mortgage pools"pools (“TMPs”) for U.S. federal income tax purposes. AsThe debt securities issued by TMPs are sometimes referred to as “collateralized mortgage obligations” (“CMOs”). We have issued CMOs through TMPs. Unless a TMP is wholly-owned by a REIT, it is subject to taxation as a corporation. However, so long as we owna REIT owns 100% of the equity interestinterests in a taxable mortgage pool, we generally wouldTMP, the TMP will not be adversely affected by the characterizationtaxed as a taxable mortgage pool. Certaincorporation. Instead, certain categories of the REIT’s stockholders, however, such as non-U.S.foreign stockholders eligible for treaty or othersovereign benefits, stockholders with net operating losses, and certaingenerally tax-exempt stockholders that are subject to unrelated business income tax, willmay be subject to taxation, or to increased taxes, on theany portion, known as “excess inclusions,” of their dividend income from usthe REIT that is attributable to any "excess inclusion income" that we have generated as a result of our securitization transactions, and may generate as a result of future securitization transactions. In addition,the TMP, but only to the extent that the REIT actually distributes “excess inclusions” to them. We intend not to distribute “excess inclusions,” but to pay the tax on “excess inclusions” ourselves. Notwithstanding our common stockintention to try to avoid distributions to our stockholders of “excess inclusions”, it is possible that some portion of our dividends to our stockholders may be so characterized.
In order to better control, and to attempt to avoid, the distribution of “excess inclusions” to our stockholders, as of January 1, 2022, our TMPs are wholly-owned by a Subsidiary REIT. Because our TMPs must at all times be owned by tax-exempt “disqualified organizations,” such as certain government-related entities and charitable remainder trusts thata REIT, we are not subject to tax on unrelated business income, we will incur a corporate-level tax on a portion of any excess inclusion income. In that case, we may reduce the amount of our distributions to any disqualified organization whose stock ownership gave rise to the tax. Moreover, we could face limitations inrestricted from selling equity interests in these securitizations to outside investors,them, or selling any debt securitiesnotes or bonds issued in connection with these securitizationsby them that might be considered to be equity interests for tax purposes.purposes, to other investors if doing so would subject them to taxation. These limitationsrestrictions limit the liquidity of our investment in our TMPs and may prevent us from using certain techniquesincurring greater leverage on that investment in order to maximize our returns from securitization transactions.it.
The prohibited transactions tax may limit our ability to engage in transactions, including certain methods of securitizing mortgage loans that would be treated as sales for U.S. federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of assets, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. We might be subject to the prohibited transaction tax if we were to dispose of, modify or securitize loans in a manner that is treated as a sale of the loans for U.S. federal income tax purposes. Therefore, in order to avoid the prohibited transactions tax, we may choose not to engage in certain sales or modifications of loans at the REIT level and may limit the structures we utilize for our securitization transactions, even though the sales, modifications or structures might otherwise be beneficial to us. Additionally, we may be subject to the prohibited transaction tax upon a disposition of real property. Although a safe-harbor exception to prohibited transaction treatment is available, there can be no assurance that we can comply with the safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to customers in the ordinary course of business.
It may be possible to reduce the impact of the prohibited transaction tax by conducting certain activities through a TRS. However, to the extent that we engage in such activities through a TRS, the income associated with such activities may be subject to U.S. federal corporate income tax.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Internal Revenue Code may limit our ability to effectively hedge our assets and operations. Under thesethe REIT provisions, any income that we generate from hedging transactions will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if the instrument hedges: (i) interest rate risk on liabilities incurred to carry or acquire real estate assets; or (ii) risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the REIT 75% or 95% gross income tests, and such instrument is properly identified under applicable U.S. Department of Treasury regulations ("Treasury Regulations"). Income from hedging transactions that do not meet these requirements will generally constitute non-qualifying income for purposes of both the REIT 75% and 95% gross income tests. As a result, we may have to limit our use of hedging techniques that might otherwise be advantageous, which could result in greater risks associated with interest rate or other changes than we would otherwise incur.
Liquidation of assets may jeopardize our REIT qualification.
To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% prohibited transaction tax on any resultant gain if we sell assets that are treated as dealer property or inventory.
In connection with our qualification as a REIT, we are required to annually distribute at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. Although we do not currently intend to do so, in order to satisfy this requirement, we are permitted, subject to certain conditions and limitations, to make distributions that are in part payable in shares of our common stock. Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income. As a result, U.S. stockholders may be required to pay income taxes with respect to such distributions in excess of the cash portion of the distribution received. Since there is currently no market for our common stock, U.S. stockholders receiving a distribution of our shares of common stock may not be able to sell shares received in such distribution in order to satisfy any tax imposed on such distribution and therefore may be required to sell other stock or assets owned by them, at a time that may be disadvantageous. Furthermore,

with respect to certain non-U.S. stockholders, we may be required to withhold U.S. federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock.
Modification of the terms of our debt investments and mortgage loans underlying our CMBS in conjunction with reductions in the value of the real property securing such loans could cause us to fail to qualify as a REIT.
Our debt and securities investments may be materially affected by a weakchanges in the real estate market and economy in general. As a result, many of the terms of our debt and the mortgage loans underlying our securities may be modified to avoid taking title to a property. Under the Internal Revenue Code, if the terms of a loan are modified in a manner constituting a "significant modification," such modification triggers a deemed exchange of the original loan for the modified loan. In general, under applicable Treasury Regulations if a loan is secured by real property and other property and the highest principal amount
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of the loan outstanding during a taxable year exceeds the fair market value of the real property securing the loan determined as of the date we agreed to acquire the loan or the date we significantly modified the loan, a portion of the interest income from such loan will not be qualifying income for purposes of the REIT 75% gross income test, but will be qualifying income for purposes of the REIT 95% gross income test. Although the law is not entirely clear, a portion of the loan will likely be a non-qualifying asset for purposes of the REIT 75% asset test. The non-qualifying portion of such a loan would be subject to, among other requirements, the requirement that a REIT not hold securities possessing more than 10% of the total value of the outstanding securities of any one issuer ("10% Value Test").
IRS Revenue Procedure 2014-51 provides a safe harbor pursuant to which we will not be required to redetermine the fair market value of real property securing a loan for purposes of the gross income and asset tests discussed above in connection with a loan modification that is: (i) occasioned by a borrower default; or (ii) made at a time when we reasonably believe that the modification to the loan will substantially reduce a significant risk of default on the original loan. No assurance can be provided that all of our loan modifications have or will qualify for the safe harbor in Revenue Procedure 2014-51. To the extent we significantly modify loans in a manner that does not qualify for that safe harbor, we will be required to redetermine the value of the real property securing the loan at the time it was significantly modified. In determining the value of the real property securing such a loan, we generally will not obtain third-party appraisals, but rather will rely on internal valuations. No assurance can be provided that the IRS will not successfully challenge our internal valuations. If the terms of our debt investments and the mortgage loans underlying our CMBS are "significantly modified" in a manner that does not qualify for the safe harbor in Revenue Procedure 2014-51 and the fair market value of the real property securing such loans has decreased significantly, we could fail the REIT 75% gross income test, the 75% asset test and/or the 10% Value Test. Unless we qualified for relief under certain Internal Revenue Code cure provisions, such failures could cause us to fail to continue to qualify as a REIT.
Our qualificationRisks Related to an Investment in Franklin BSP Realty Trust, Inc.
Public health crises have, and may in the future, adversely impact our business and the business of many of our borrowers.
Public health crises could have repercussions across domestic and global economies and financial markets. For example, the COVID-19 pandemic resulted in many governmental authorities imposing significant restrictions on businesses and individuals that triggered economic consequences, including high unemployment, later, then high inflation, that resulted in challenging operating conditions for many businesses, particularly in the retail (including restaurants), office and hospitality sectors. These actions directly and indirectly adversely effected the financing markets as well and resulted in margin calls from our lenders, which we satisfied.
The extent to which pandemics and similar health crises impact our or our borrowers’ operations will depend on future developments which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the events, treatment developments and government responses to the events. The inability of our borrowers to meet their loan obligations and/or borrowers filing for bankruptcy protection as a REIT may depend upon the accuracyresult of legal opinions or advice rendered or given or statements by the issuers of assets we acquire.
When purchasing securities, we may rely on opinions or advice of counsel for the issuer of such securities, or statements made in related offering documents, for purposes of determining, among other things, whether such securities represent debt or equity securities for U.S. federal income tax purposes, the value of such securities and to what extent those securities constitute qualified real estate assets for purposes of the REIT asset tests and produce qualified income for purposes of the REIT 75% gross income test. The inaccuracy of any such opinions, advice or statements may adversely affectthese events would reduce our cash flows, which would impact our ability to qualifypay dividends to our stockholders.
We may be unable to maintain or increase cash distributions over time, or may decide to reduce the amount of distributions for business reasons.
There are many factors that can affect the amount and timing of cash distributions to stockholders. The amount of cash available for distributions is affected by many factors, such as the cash provided by the Company's investments and obligations to repay indebtedness as well as many other variables. There is no assurance that the Company will be able to pay or maintain the current level of distributions or that distributions will increase over time. In certain prior periods, quarterly distributions have been in excess of our quarterly earnings. Distributions in excess of earnings will decrease the book value per share of common stock. The Company cannot give any assurance that returns from the investments will be sufficient to maintain or increase cash available for distributions to stockholders. Actual results may differ significantly from the assumptions used by the board of directors in establishing the distribution rate to stockholders. The Company may not have sufficient cash from operations to make a REIT.
Dividends paid by REITs do notdistribution required to qualify for the preferential tax rates that apply to other corporate dividends.
The maximum tax rate for “qualified dividends” paid by non-REIT "C" corporations to U.S stockholders that are individuals, trusts and estates is generally 20%. Dividends payable by REITs to those U.S stockholders, however, generally are not eligible for the reduced rate, except to the extent that certain holding requirements have been met and a REIT’s dividends are attributable to dividends received by aor maintain our REIT from taxable corporations (such as a TRS), to income that was subject to tax at the REIT/corporate level, or to dividends properly designated by the REIT as “capital gain dividends.” Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, those U.S. stockholdersstatus, which may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends). For those U.S. stockholders in the top marginal tax bracket of 37%, the deduction for REIT dividends yields an effective income tax rate of 29.6% on REIT dividends, which is higher than the 20% tax rate on qualified dividend income paid by non-REIT “C” corporations but still lower than the effective rate that applied prior to 2018, which is the first year that this special deduction for REIT dividends is available. Although the reduced rates applicable to dividend income from non-REIT “C” corporations do not adversely affect the taxation of REITs or dividends payable by REITs, it could cause investors who are non-corporate taxpayers to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT “C” corporations that pay dividends, which couldmaterially adversely affect the value of our common stock.securities.
There isOur business could suffer in the event our Advisor or any other party that provides us with services essential to our operations experiences system failures or cyber-incidents or a deficiency in cybersecurity.
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for the internal information technology systems of our Advisor and other parties that provide us with services essential to our operations, these systems are vulnerable to damage from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business.
As reliance on technology in our industry has increased, so have the risks posed to the systems of our Advisor and other parties that provide us with services essential to our operations, both internal and outsourced. In addition, the risk of changesa cyber-
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incident, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in the tax law applicablesuch attempted attacks and intrusions evolve and generally are not recognized until launched against a target, and in some cases are designed not to REITs.be detected and, in fact, may not be detected.
The IRS,remediation costs and lost revenues experienced by a victim of a cyber-incident may be significant and significant resources may be required to repair system damage, protect against the United States Treasury Departmentthreat of future security breaches or to alleviate problems, including reputational harm, loss of revenues and Congress frequently review U.S. federal income tax legislation, regulationslitigation, caused by any breaches.
Although the Advisor and other guidance. We cannot predict whether, when orparties that provide us with services essential to what extent new U.S. federal tax laws, regulations,

interpretations or rulings will be adopted. Any legislative action may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect taxation of us and/or our investors. In particular, the TCJA makes many significant changesoperations intend to the U.S. federal income tax laws that will profoundly impact the taxation of individuals and corporations (both non-REIT “C” corporations as well as corporations that have electedcontinue to be taxed as REITs). A number of changes that affect non-corporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. These changes will impact us and our stockholders in various ways, some of which are adverse or potentially adverse compared to prior law. To date, the IRS has issued only limited guidance with respect to certain of the new provisions, andimplement industry-standard security measures, there are numerous interpretive issues that will require guidance. It is highly likely that technical corrections legislation will be needed to clarify certain aspects of the new law and give proper effect to Congressional intent. There can be no assurance however, that technical clarifications or changes needed to prevent unintended or unforeseen tax consequencesthose measures will be enactedsufficient, and any material adverse effect experienced by Congress in the near future.
The ability of our board of directors to revoke our REIT election without stockholder approval may cause adverse consequencesAdvisor and other parties that provide us with services essential to our stockholders.operations could, in turn, have an adverse impact on us.
Our charter provides that the board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if the board determines that itFurther information relating to cybersecurity risk management is no longerdiscussed in our best interest to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our net taxable income and we generally would no longer be required to distribute any of our net taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders.Item 1C. "Cybersecurity" in this report.
Employee Benefit Plan and IRA Risks
If certain investors fail to meet the fiduciary and other standards under the Employment Retirement Income Security Act of 1974 ("ERISA") or the Code as a result of an investment in our stock, such investors could be subject to criminal and civil penalties.
Special considerations apply to the purchase of shares by employee benefit plans subject to the fiduciary rules of Title I of ERISA, including pension or profit sharing plans and entities that hold assets of such plans ("ERISA Plans") and plans and accounts that are not subject to ERISA, butWe are subject to risks from natural disasters such as earthquakes and severe weather, including as the prohibited transaction rulesresult of Section 4975global climate changes, which may result in damage to the properties securing our loans.
Natural disasters and severe weather such as earthquakes, tornadoes, hurricanes or floods may result in significant damage to the properties securing our loans or in which we invest. In addition, our investments may be exposed to new or increased risks and liabilities associated with global climate change, such as increased frequency or intensity of adverse weather and natural disasters, which could negatively impact our and our borrowers’ businesses and the value of the Internal Revenue Code, including IRAs, Keogh Plansproperties securing our loans or in which we invest. The extent of our or our borrowers' casualty losses and medical savings accounts (collectively, we refer to ERISA Plans and plans subject to Section 4975loss in operating income in connection with such events is a function of the Internal Revenue Code as “Benefit Plans”). If an investorseverity of the event and the total amount of exposure in the affected area. While the geographic distribution of our portfolio somewhat limits our physical climate risk, some physical risk is investinginherent in the assetsproperties of any Benefit Plan, such investors shouldour borrowers, particularly in certain borrowers’ locations and in the unknown potential for extreme weather or other events that could occur related to climate change. We may be satisfied that:materially and adversely affected by our exposure to losses arising from natural disasters or severe weather, including those associated with global climate change.
any investment is consistentIn addition, global climate change concerns could result in additional legislation and regulatory requirements, including those associated with the its fiduciary obligations under ERISAtransition to a low-carbon economy, which could increase expenses or otherwise adversely impact our business, results of operations and the Internal Revenue Code, or any other applicable governing authority in the case of a government plan; the investment is made in accordance with the documents and instruments governing the Benefit Plan, including the Benefit Plan’s investment policy;
the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA, if applicable, and other applicable provisions of ERISA and the Internal Revenue Code;
the investment will not impair the liquidity of the Benefit Plan;
the investment will not produce unrelated business taxable income for the Benefit Plan;
they will be able to value the assets of the Benefit Plan annually in accordance with the applicable provisions of ERISA and the Internal Revenue Code; and
the investment will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.
Fiduciaries may be held personally liable under ERISA for losses as a result of failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA. In addition, if an investment in our shares constitutes a non-exempt prohibited transaction under ERISAfinancial condition, or the Internal Revenue Code, the fiduciarybusiness, results of the Benefit Plan who authorized or directed the investment may be subject to impositionoperations and financial condition of excise taxes with respect to the amount invested and an IRA investing in our shares may lose its tax-exempt status.borrowers.
Governmental plans, church plans and foreign plans that are not subject to ERISA or the prohibited transaction rules of the Internal Revenue Code, may be subject to similar restrictions under other laws. A plan fiduciary making an investment in our shares on behalf of such a plan should satisfy themselves that an investment in our shares satisfies both applicable law and is permitted by the governing plan documents.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Management and Board Oversight
Our Board oversees risk management for the Company including through its approval of the investment policy and other policies of the Company and its oversight of the Advisor.For certain risks, the Board has delegated oversight responsibilities to committees of the Board.For example, the Compensation Committee oversees and reports to the Board on the assessment and mitigation of risks associated with the Company’s and the Advisor’s compensation policies and practices, and the Nominating and Corporate Governance Committee assists our Board with assessing risks associated with conflicts of interest and with ESG matters.Cybersecurity risk management is integrated into this broader risk management framework.The Board has delegated to the Audit Committee oversight of management’s programs and policies to identify, assess, manage, mitigate and monitor significant business risks of the Company, including privacy, information technology and cybersecurity risks.
Information Technology and Cybersecurity Risks
We have no employees and rely on the Advisor, a wholly-owned subsidiary of Franklin Templeton, to manage our day-to-day operations pursuant to the Advisory Agreement.Therefore, we rely heavily on Franklin Templeton’s information systems and their program for defending against and responding to cybersecurity threats and incidents.Franklin Templeton maintains a robust cybersecurity defense program, including a dedicated cybersecurity team led by its Chief Security Officer (“CISO”).The CISO, who reports directly to the Franklin Templeton Executive Vice President, Chief Risk and Transformation Officer, has 28 years of experience in the information technology and cybersecurity field and has been at Franklin Templeton for 12 years. The CISO provides regular briefings for our senior management team on cybersecurity matters, including threats, events, and program enhancements.
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In the event of an incident which jeopardizes the confidentiality, integrity, or availability of the information technology systems the Advisor uses to provide services to us pursuant to the Advisory Agreement, Franklin Templeton’s cybersecurity team utilizes a regularly updated cybersecurity incident response plan that was developed based on, and is periodically benchmarked to, applicable third-party cybersecurity standards and frameworks. Pursuant to that plan and its escalation protocols, designated personnel are responsible for assessing the severity of the incident and associated threat, containing the threat, remediating the threat, including recovery of data and access to systems, analyzing the reporting obligations associated with the incident, and performing post-incident analysis and program improvements.While the particular personnel assigned to an incident response team will depend on the particular facts and circumstances, the response team is led by the CISO or his delegee.In addition, the Audit Committee approved a Company policy that supplements the Franklin Templeton incident response plan with respect to cybersecurity incidents that have or are expected to impact the Company, including by impacting the Advisor’s ability to provide services to the Company pursuant to the Advisory Agreement.Pursuant to this policy the Advisor and Franklin Templeton are required to notify and brief Company senior management and the Audit Committee with respect to certain matters related to applicable cybersecurity incidents.The policy also designates responsibility to specified members of our senior management for Company disclosure determinations related to the incident.
The Audit Committee oversees, on behalf of the Board, the Company’s privacy, information technology and security and cybersecurity risk exposures, including (i) the potential impact of those exposures on the Company’s business, financial results, operations and reputation, (ii) the programs and steps implemented by management to monitor and mitigate any exposures, (iii) the Company’s information governance and information security policies and programs, and (iv) major legislative and regulatory developments that could materially impact the Company’s privacy, data security and cybersecurity risk exposure.Some members of the Audit Committee have completed certifications in cybersecurity, including one from the National Association of Corporate Directors (NACD) in Cyber-Risk Oversight.On a quarterly basis, the CISO or its delegee report to the Board or Audit Committee on information technology and cybersecurity matters, including a detailed threat assessment relating to information technology risks.
Processes for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats
The Franklin Templeton cybersecurity program focuses on (1) preventing and preparing for cybersecurity incidents, (2) detecting and analyzing cybersecurity incidents, and (3) containing, eradicating, recovering from and reporting cybersecurity events.The Company has a policy that supplements the Franklin Templeton cybersecurity incident response plan and addresses reporting and disclosure considerations related to a cybersecurity incident.
Prevention and Preparation
Franklin Templeton undertakes regular internal and external security audits and vulnerability assessments to reduce the risk of a cybersecurity incident and they implement business continuity, contingency and recovery plans to mitigate the impact of an incident. As part of these efforts, Franklin Templeton periodically engages consultants (e.g., Cobalt, Crowdstrike and EY) to conduct external reviews of its vulnerabilities, including penetration testing and compromise assessments. Franklin Templeton employs best practice identity and access management including broad adoption of multifactor authentication, geo-location blocking, behavior analytics and controls aligned to a zero trust model.
Franklin Templeton and the Advisor recognize that threat actors frequently target employees to gain unauthorized access to information systems.Therefore, a key element of their prevention efforts is employee training on their data privacy and cyber security procedures. For example, all new hires receive mandatory privacy and information security training. In addition, current employees of the Advisor must complete mandatory annual cybersecurity and data trainings, which are supplemented by regular phishing and other cyber-related testing and trainings that we conduct throughout the year.
We recognize that third parties that provide information systems used by the Advisor to provide services to the Company can be subject to cybersecurity incidents that could impact the Company.To mitigate third party risk, Franklin Templeton maintains a vendor code of conduct, which is designed to require third party vendors to comply with our requirements for maintenance of passwords, as well as other confidentiality, security, and privacy procedures. Third-party IT vendors are also subject to additional diligence such as questionnaires and inquiries.
As discussed above, to support its preparedness Franklin Templeton has an incident response plan that it regularly updates.In addition, Franklin Templeton performs regularly scheduled tabletop exercises and periodic drills at least once a year to test its incident response procedures, identify improvement opportunities and exercise team preparedness.Franklin Templeton also maintains cybersecurity insurance providing coverage for certain costs related to security failures and specified cybersecurity-related incidents that interrupt our network or networks of our vendors, in all cases up to specified limits and subject to certain exclusions.
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Detection and Analysis
Cybersecurity incidents may be detected through a variety of means, which may include, but are not limited to, automated event-detection notifications or similar technologies which are monitored by the Franklin Templeton cyber defense team, notifications from employees, borrowers or service providers, and notifications from third party information technology system providers.Franklin Templeton also has a comprehensive threat intelligence program that performs proactive analyses leveraging internal, government and third party provided intelligence to identify and mitigate risks to the firm.Once a potential cybersecurity incident is identified, including a third party cybersecurity event, the incident response team designated pursuant to the Franklin Templeton incident response plan follows the procedures set forth in the plan to investigate the potential incident, including determining the nature of the event (e.g. ransomware or personal data breach) and assessing the severity of the event and sensitivity of any compromised data.
Containment, Eradication, Recovery, and Reporting
In the event of a cybersecurity incident, the Franklin Templeton incident response team is initially focused on containing the cybersecurity incident as quickly as possible consistent with the procedures in the incident response plan.Containment procedures may include off-lining systems, including by disconnecting network cable, utilizing network-management tools to isolate the host, altering the DNS entry of impact hosts, and coordinating with service providers.
Once a cybersecurity incident is contained the focus shifts to remediation. Eradication and recovery activities depend on the nature of the cybersecurity incident and may include rebuilding systems and/or hosts, replacing compromised files with clean versions, validation of files or data that may have been affected, and increased network monitoring or logging to identify recurring attacks.
Franklin Templeton has relationships with a number of third party service providers to assist with cybersecurity containment andremediation efforts, including a forensic investigation firm, a ransomware recovery vendor, a communications firm, and various law firms.
Following the conclusion of an incident, the Franklin Templeton incident response team will generally reassess the effectiveness of the cybersecurity program and incident response plan, make adjustments as appropriate and report to our senior management and Audit Committee on these matters.
Cybersecurity Risks
As of December 31, 2023, we are not aware of any material cybersecurity incidents that impacted the Company in the last three years. We and our Advisor routinely face risks of potential incidents, whether through cyber-attacks or cyber intrusions over the Internet, ransomware and other forms of malware, computer viruses, attachment to emails, phishing attempts, extortion or other scams; however, we have been able to prevent or sufficiently mitigate harm from such risks. Although the Advisor and Franklin Templeton, on our behalf, make efforts to maintain the security and integrity of the information technology systems the Advisor uses on our behalf, these systems and the proprietary, confidential and personal information that resides on or is transmitted through them are subject to the risk of a security incident or disruption, and there can be no assurances regarding our security efforts and measures or those of our third party providers. See “Item 1A–Risk Factors–Our business could suffer in the event our Advisor or any other party that provides us with services essential to our operations experiences system failures or cyber-incidents or a deficiency in cybersecurity.”
Item 2. Properties.
Our headquarters are located in a leased space at 9 West 57th Street,1345 Avenue of the Americas, Suite 4920,32A, New York, New York 10019.10105.

The Company, through foreclosure, deed in lieu of foreclosure, or purchase, possesses certain real estate owned (REO) as long-lived assets held for investment or as long-lived assets held for sale. See "Note 2. Summary of Significant Accounting Policies" to our consolidated financial statements included in this Annual Report on Form 10-K for additional disclosures on the classification of these assets and "Note 5. Real Estate Owned" for a summary of the Company's real estate owned, held for investment assets as of December 31, 2023.
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Item 3. Legal Proceedings.
Please refer to “Litigation and Regulatory Matters” in “Note 10 - Commitments and Contingencies” to the consolidated financial statements included in this report. The Company has no knowledgebelieves that these proceedings, individually or in the aggregate, will not have a material impact on the Company’s financial condition, operating results or cash flows.
Loan Fraud Lawsuit
The Company originated a loan in April 2022 secured by a portfolio of material pending legal proceedings, other than ordinary routine litigation incidental24 properties net leased to Walgreens (the “Collateral Properties”). As described in more detail in Part I, Item 3, "Legal Proceedings" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, due to the business, or material pending or threatened regulatory proceedings, againstsponsor’s fraud and default under the loan the Company at this time.foreclosed on all of the Collateral Properties in 2022 and 2023. The Company is marketing the Collateral Properties for sale and is actively pursuing its civil remedies. Note that the collectability, if any, of legal judgments we have achieved to date and that we may achieve in the future is not currently determinable.
Item 4. Mine Safety Disclosures.
Not applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
No public trading market currently existsMarket Information
Our common stock is listed on the New York Stock Exchange ("NYSE"), under the symbol "FBRT." On February 7, 2024, the last sales price for our shares of common stock and we currently have no immediate plans to list our shares on a national securities exchange. Until our shares are listed on a national securities exchange, if ever, our stockholders may not sell their shares unless the buyer meets the applicable suitability and minimum purchase requirements. In addition, our charter prohibits the ownership of more than 9.8% in value of the aggregate of our outstanding shares of stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of our stock by a single investor, unless exempted by our board of directors. Consequently, there is the risk that our stockholders may not be able to sell their shares at a time or price acceptable to them. On November 9, 2017, the board of directors, upon the recommendation of the Advisor, unanimously approved and established an estimated NAVNYSE was $12.26 per share of the Company’s common stock of $19.02. The estimated per share NAV is based upon the estimated value of the Company’s assets less the Company’s liabilities as of September 30, 2017. This valuation was performed in accordance with the provisions of Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Investment Program Association in April 2013, including the use of an independent third-party valuation firm to estimate the fair value of our commercial real estate debt investments and commercial mortgage backed securities. See our current report on Form 10-Q filed with the SEC on November 14, 2017 for our methodology for calculating our estimated per-share NAV.share.
There is no public trading market for the shares at this time, and there can be no assurance that stockholders would receive $19.02 per share if such a market did exist and they sold their shares or that they will be able to receive such amount for their shares in the future. Nor does this deemed value reflect the distributions that stockholders would be entitled to receive if our investments were sold and the sale proceeds were distributed upon liquidation of our assets. Such a distribution upon liquidation may be less than $19.02 per share for various reasons including changes in values between the September 30, 2017 valuation date and the date of any liquidation.
We are currently offering our shares for $19.02 pursuant to the DRIP.
Holders
As of February 28, 2018,7, 2024, we had 31,533,3703,104 registered holders of our common stock. The 3,104 holders of record include Cede & Co., which holds shares as nominee for The Depository Trust Company, which itself holds shares on behalf of the beneficial owners of our common stock outstanding held by a total of 16,330 stockholders.stock. Such information was obtained through our registrar and transfer agent.
DistributionsDividends
We haveThe Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with ourthe taxable year ended December 31, 2013. As a REIT, if we meetthe Company meets certain organizational and operational requirements and distributedistributes at least 90% of ourits' "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to ourthe stockholders in a year, wethe Company will not be subject to U.S. federal income tax to the extent of the income that we distribute. Even if we qualifythe Company qualifies for taxation as a REIT, wethe Company may be subject to certain state and local taxes on ourits' income and property and U.S. federal income and excise taxes on any undistributed income.
On May 13, 2013, Dividends are declared and paid at the discretion of our board of directors authorized, and we declareddepend on cash available for distribution, financial condition, our ability to maintain our qualification as a distribution, which is calculated based on stockholders of record each day duringREIT, and such other factors that the applicable period at a rate of $0.00565068493 per day, which is equivalent to $2.0625 per annum, per share of common stock. In March 2016, our board of directors ratified the same distribution amount. In August 2017, our board of directors authorized and declared a distribution calculated daily at a rate of $0.00394521 per day, which is equivalent to $1.44 per annum per annum, per share of common stock. Distribution payments are dependent on the availability of funds. The board of directors may reducedeem relevant. See Item 1A. "Risk Factors," and Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K, for information regarding the amountsources of distributions paid or suspend distribution payments atfunds used for dividends and for a discussion of factors, if any, time, and therefore, distribution payments are not assured.
The distributions will be payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month.
The below table reflects distributions paid in cash and through the DRIP to common stockholders during the years ended December 31, 2017 and 2016 (in thousands):

 Year Ended December 31,
 2017 2016
Distributions:       
Cash distributions paid$38,828
   $40,251
  
Distributions reinvested20,051
   25,047
  
Total distributions$58,879
   $65,298
  
Source of distribution coverage:       
Cash flows provided by operations$8,354
 14.2% $35,024
 53.6%
Available cash on hand30,474
 51.8% 5,227
 8.0%
Common stock issued under DRIP20,051
 34.0% 25,047
 38.4%
Total sources of distributions$58,879
 100.0% $65,298
 100.0%
Cash flows provided by operations (GAAP)$8,354
   $35,024
  
Net income (GAAP)$33,779
   $29,990
  

Share-Based Compensation
Restricted Share Plan
We have an employee and director incentive restricted share plan (the “RSP”), which provides us with themay adversely affect our ability to grant awardspay dividends.
Stock Performance Graph
Our common stock began trading on the NYSE under the symbol “FBRT” as of restricted shares to our directors, officers, and employees (if we ever have employees), employeesOctober 19, 2021. The following graph is a comparison of the Advisor and its affiliates, employeescumulative total stockholder return on shares of entities that provide services to us, directors of the Advisor or of entities that provide services to us or certain consultants to us and the Advisor and its affiliates. The total number of common shares granted under the RSP shall not exceed 5.0% of our authorized common shares, and in any event, will not exceed 4.0 million shares (as such number may be adjusted for stock splits, stock dividends, combinations, and similar events).
Restricted share awards entitle the recipient to receive common shares from us under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship with us. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in common shares shall be subject to the same restrictions as the underlying restricted shares. The fair value of the restricted shares will be expensed over the vesting period of five years.
As of December 31, 2017, we have granted 21,398 restricted shares to our independent directors of which 4,683 shares have vested and 5,333 shares were forfeited. Based on a share price of $19.02, the compensation expense associated with the restricted share grants was $96,880 for the year ended December 31, 2017. Additionally, we recorded a distribution payable of $26,623 at December 31, 2017 in connection with these shares.
The following table provides information about our common stock, that may be issued under our RSP as ofthe Standard & Poor's 1500 (the "S&P 1500"), and the FTSE NAREIT Mortgage REITS Index (the "FTSE Mortgage REIT Index"), a published industry index, from October 19, 2021 to December 31, 2017:
Plan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and RightsWeighted-Average Exercise of Price of Outstanding Options, Warrants, and RightsNumber of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders3,984,586
    Total3,984,586

Recent Sale of Unregistered Equity Securities
On February 14, 2018 (the “Commitment Date”),2023. In prior years, the Company entered into stock purchase agreements (collectively,compared its stockholder return to the “Purchase Agreements”Bloomberg REIT Mortgage Index (the "Bloomberg Mortgage Index"), by and betweena published industry index, but has decided to discontinue the Company and certain institutional investors (the “Institutional Investors”), certain officersuse of the Company,Bloomberg Mortgage Index as a comparison tool as Bloomberg has announced that the Bloomberg Mortgage Index should no longer be used for financial benchmarking purposes. The FTSE Mortgage REIT Index is comprised of companies that are similar to us in size with large market capitalizations and certain owners, employeesis historically comparable to the Bloomberg Mortgage Index. The graph assumes that $100 was invested on October 19, 2021 in our common stock, the S&P 1500 and associatesthe FTSE Mortgage REIT Index and that all dividends were reinvested without the payment of any commissions. The graph also includes a comparison against the Advisor and its affiliates (collectively,Bloomberg Mortgage Index for reference. There can be no assurance that the “Manager Investors,” and togetherperformance of our shares will continue in line with the Institutional Investors, the “Investors”), pursuant to which the Investors committed to purchase an aggregate amount of up to approximately $97.0 million of shares (the “Shares”) of Common Stock in onesame or more closings (each, a “Closing,” and collectively, the “Closings”). The timing of any Closing, and the amount of Shares to be sold at such Closing, will be determined by the Company in its sole discretion, subject to certain limitations. As described in

the Purchase Agreements, the Company may enter into additional Purchase Agreements with other investors within 12 months of the Commitment Date. As of the date of this 10-K filing, there have been no Closings pursuant to the Purchase Agreements.
The Purchase Agreements each provide that the purchase price for the Shares shall be equal to $17.25, which is 90% of GAAP book value per share of the Common Stock as of December 31, 2017 (“Book Value”). However, in consideration of them being the first investors to commit to purchase Sharessimilar trends depicted in the offering, the Company agreed to sell the Shares to the Investors at $16.87 per share. The Company further agreed that if subsequent investors in the offering are permitted to acquire Common Stock for less than 90%graph below.
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Table of Book Value, the effective purchase price of the Investors will be subject to downward adjustment. The Purchase Agreement also provides that the Company will enter into a liquidity event, such as a listing of the Common Stock, within three years of the Commitment Date, subject to certain restrictions. The Purchase Agreements contain customary representations, warranties and covenants and indemnification provisions.Contents
Investors have agreed with the Advisor not to sell or otherwise transfer the Shares, without the consent of the Advisor, prior to 180 days after a listing of the Company’s Common Stock on a national securities exchange. In addition, the Investors will not be eligible to participate in the Company’s amended and restated share repurchase program for at least three years.2102
This offering was not registered under the Securities Act and was made pursuant to the exemption provided by Section 4(a)(2) of the Securities Act and certain rules and regulations promulgated thereunder.
Period Ending
Index10/19/202112/31/202112/31/202212/31/2023
FBRT$100.00 $89.91 $85.93 $100.10 
FTSE Mortgage REIT Index$100.00 $94.70 $69.74 $80.34 
S&P 1500$100.00 $105.52 $85.11 $108.79 
Bloomberg Mortgage Index$100.00 $94.80 $71.69 $82.07 
The Company intends to use the net proceeds from the Closings to originate and acquire additional commercial real estate debt investments for the Company and for working capital and other general corporate purposes of the Company.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Our Board unanimously approved an amended and restatedThe Company’s board of directors has authorized a $65 million share repurchase program (the “SRP”), which became effective on February 28, 2016. The SRP enables stockholders to sell their shares to us. Subject to certain conditions, stockholders that purchased shares of our common stock or received their shares from us (directly or indirectly) through one or more non-cash transactions and have held their shares for a period ofpermits share repurchases at least one year may request that we repurchase their shares of common stock so long asprices below the repurchase otherwise complies with the provisions of Maryland law. Repurchase requests made following the death or qualifying disability of a stockholder will not be subject to any minimum holding period.
On August 10, 2017, our Board amended the SRP to provide that the repurchase price per share for requests will be equal to the lesser of (i) our most recent estimated per-share NAV, as approved by our board of directors from time to time, and (ii) our book value per share, computed in accordance with GAAP, multiplied by a percentage equal to (i) 92.5%, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95%, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5%, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100%, if the person seeking repurchase has held his or her shares for a period greater than four years or in the case of requests for death or qualifying disability.
The Company’s most recent estimated per-share NAV is $19.02 and the Company’s GAAPrecently reported book value per share as determined in accordance with GAAP. Purchases made under the Company’s program may be made through open market, block, and privately negotiated transactions, including Rule 10b5-1 plans, as permitted by securities laws and other legal requirements. The timing, manner, price and amount of any purchases by the Company are determined by the Company in its reasonable business judgment and consistent with the exercise of its legal duties and are subject to economic and market conditions, stock price, applicable legal requirements and other factors. The Company's share repurchase program does not obligate the Company to acquire any particular amount of common stock. The Company’s share repurchase program has been extended until at least December 31, 2017 is $19.17.
Repurchases pursuant2024, or until the capital committed to the SRP, when requested, generally willrepurchase program has been exhausted, whichever is sooner. Repurchases under the share repurchase program may be made semiannually (each six-month period ending June 30 orsuspended from time to time at the Company’s discretion without prior notice.
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Table of Contents
The following table sets forth purchases of the Company's common stock under the share repurchase program for the three months ended December 31, a “fiscal semester”). Repurchases for2023 (in thousands, except share and per share amounts):
Total number of shares purchased
Average price paid per share (1)
Total number of shares purchased as part of publicly announced plans or programs (2)
Approximate dollar value of shares that may yet be purchased under the plans or programs (2)
October 1, 2023 - October 31, 2023251,397 $12.46 251,397 36,128 
November 1, 2023 - November 30, 202316,571 12.69 16,571 35,917 
December 1, 2023 - December 31, 2023— — — 35,917 
Total267,968 $12.47 267,968 $35,917 
_______________________
(1) The average price paid per share represents the average purchase price per share, inclusive of any fiscal semester will be limited to a maximum of 2.5%broker’s fees or commissions.
(2) All of the weighted average number ofpurchases listed in the table above were made in the open market under the Company's share purchase program announced on July 26, 2021, including under a Rule 10b5-1 plan adopted by the Company.
Subsequent to December 31, 2023, the Company repurchased 56,323 shares of common stock outstanding during the previous fiscal year, withat a maximum for any fiscal year of 5.0% of the weighted average numbercost of shares$12.52 per share. As of common stock outstanding duringFebruary 7, 2024, $35.2 million remains available under the previous fiscal year. Funding for repurchases pursuant to the SRP for any given fiscal semester will be limited to proceeds received during that same fiscal semester through the issuance of common stock pursuant to any DRIP in effect from time to time, provided that the Board has the power, in its sole discretion, to determine the amount of shares repurchased during any fiscal semester as well as the amount of funds to be used for that purpose. Due to these limitations, we cannot guarantee that we will be able to accommodate allCompany’s share repurchase requests made during any fiscal semester or fiscal year. However, a stockholder may withdraw its request at any time or ask that we honor the request when funds are available. Pending repurchase requests will be honored on a pro rata basis. We will generally pay repurchase proceeds, less any applicable tax or other withholdingprogram.
The information required by law, by the 31st day following the end of the fiscal semester during which the repurchase request was made.
When a stockholder requests redemption and the redemption is approved, we will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares.
We are only authorized to repurchase shares pursuant to the SRP using the proceeds received from the DRIP and will limit the amount spent to repurchase shares in a given quarter to the amount of proceeds received from the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption at any time. Due to these limitations, we cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP will be limited in any calendar year to 5% of the weighted average number of shares outstanding on December 31 of the previous calendar year.

The following table reflects the number of shares repurchased under the SRP cumulatively through December 31, 2017:
  Number of Requests Number of Shares Repurchased Average Price per Share
Cumulative as of January 1, 2013 
 
 
Year ended December 31, 2013 1
 1,400
 25.00
Cumulative as of December 31, 2013 1
 1,400
 25.00
Year ended December 31, 2014 9
 19,355
 23.94
Cumulative as of December 31, 2014 10
 20,755
 24.01
Year ended December 31, 2015 (1)
 291
 360,719
 23.70
Cumulative as of December 31, 2015 301
 381,474
 23.72
Year ended December 31, 2016 (2)(3)
 684
 537,209
 24.11
Cumulative as of December 31, 2016 985
 918,683
 23.94
Year ended December 31, 2017 (4)(5)
 1,140
 1,072,708
 19.15
Cumulative as of December 31, 2017 2,125
 1,991,391
 21.36
________________________
1As permitted under the SRP, in January 2016, our board of directors authorized,Item 5 with respect to redemption requests received during the quarter ended December 31, 2015, the repurchasesecurities authorized for issuance under equity compensation plans is incorporated herein by reference to Part III, Item 12 of shares validly submitted for repurchase in an amount such that the aggregate amount of shares repurchased pursuant to redemption requests received for the year-ended December 31, 2015 equaled 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year.  Accordingly, 274,921 shares at an average per share of $23.37 (including all shares submitted for death and disability) were approved for repurchase and completed in February 2016, while 1,309,471 shares at an average price per share of $23.38 were not fulfilled.   There were no other unfulfilled share repurchases for the period from January 1, 2013 to December 31, 2015.this Form 10-K.
2 As permitted under the SRP, in July 2016, our board of directors authorized, with respect to redemption requests received during the semi-annual period from January 1, 2016 to June 30, 2016, the repurchase of shares validly submitted for repurchase in an amount limited to the proceeds reinvested through our DRIP.  As a result, redemption requests in the amount of 208,470 shares were not fulfilled.
3 Amounts exclude 483 redemption requests, representing 473,807 shares, received during the semi-annual period from July 1, 2016 to December 31, 2016, which were approved by the Board and repurchased in January 2017. As permitted under the SRP, in January 2017, our board of directors authorized, with respect to redemption requests received during the semi-annual period from June 30, 2016 to December 31, 2016, the repurchase of shares validly submitted for repurchase in an amount limited to the proceeds reinvested through our DRIP. There were no unfulfilled repurchase requests during this semi-annual period.
4 As permitted under the SRP, in July 2017, our board of directors authorized, with respect to redemption requests received during the semi-annual period from January 1, 2017 to June 30, 2017, the repurchase of shares validly submitted for repurchase in an amount limited to the proceeds reinvested through our DRIP.  There were no unfulfilled repurchase requests during this semi-annual period.
5 Amounts exclude 875 redemption requests, representing 1,024,874 shares during the semi-annual period from July 1, 2017 to December 31, 2017, of which 417,376 shares were approved by the Board and repurchased in January 2018. As permitted under the SRP, in January 2018, our board of directors authorized, with respect to redemption requests received during the semi-annual period from July 1, 2017 to December 31, 2017, the repurchase of shares validly submitted for repurchase in an amount limited to the proceeds reinvested through our DRIP.  As a result, redemption requests in the amount of 607,498 shares were not fulfilled.

Item 6. Selected Financial Data.
The following selected financial data should be read in conjunction with the accompanying consolidated financial statements and related notes thereto and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations". The following consolidated balance sheet as of December 31, 2017 and 2016 and consolidated statements of operations the for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 were derived from our consolidated financial statements:[Reserved]
25
  December 31,
Balance sheet data (in thousands) 2017 2016
Commercial mortgage loans, held for investment, net $1,402,046
 $1,046,556
Commercial mortgage loans, held-for-sale 
 21,179
Commercial mortgage loans, held-for-sale, measured at fair value 28,531
 
Real estate securities, available for sale, at fair value 
 49,049
Total assets 1,583,661
 1,248,125
Collateralized loan obligations 826,150
 278,450
Repurchase agreements - commercial mortgage loans 65,690
 257,664
Other financing - commercial mortgage loans 25,698
 
Repurchase agreements - real estate securities 39,035
 66,639
Total liabilities 973,322
 614,475
Total stockholders' equity 610,339
 633,650


Table of Contents
  Year Ended December 31,
Operating data (in thousands) 2017 2016 2015 2014 2013
Interest income:          
Interest income $89,564
 $79,404
 $59,393
 $15,466
 $775
Less: Interest expense 32,359
 23,169
 12,268
 2,196
 32
Net interest income 57,205
 56,235
 47,125
 13,270
 743
Expenses:          
Asset management and subordinated performance fee 9,273
 9,504
 7,615
 604
 
Acquisition fees and acquisition expenses 4,197
 806
 7,916
 4,386
 
Administrative services expenses (1)
 6,765
 4,376
 644
 
 
Other expenses 9,281
 7,803
 5,699
 2,198
 641
Total expenses 29,516
 22,489
 21,874
 7,188
 641
Other (income)/loss:          
Loan loss (recovery) provision (715) 1,293
 318
 570
 
Realized (gain) loss on sale of real estate securities (172) 1,906
 
 
 
Realized (gain) loss on sale of commercial mortgage loan (120) 
 
 (112) 
Realized (gain) loss on sale of commercial mortgage loan, held-for-sale, measured at fair value (4,523) 
 
 
 
Impairment losses of real estate securities 
 310
 
 
 
Unrealized (gain) loss on loans held-for-sale (247) 247
 
 
 
Unrealized (gain) loss on derivatives 17
 
 
 
 
Realized (gain) loss on derivatives (555) 
 
 
 
Total other (income) /loss $(6,315) $3,756
 $318
 $458
 $
Income (loss) before taxes 34,004
 29,990
 24,933
 5,624
 102
Income tax expense (benefit) 225
 
 
 209
 
Net income (loss) $33,779
 $29,990
 $24,933
 $5,415
 $102
           
Basic net income per share $1.06
 $0.95
 $1.03
 $0.75
 $0.19
Diluted net income per share $1.06
 $0.95
 $1.03
 $0.75
 $0.19
Basic weighted average shares outstanding 31,772,231
 31,659,274
 24,253,905
 7,227,169
 526,084
Diluted weighted average shares outstanding 31,784,889
 31,666,504
 24,259,169
 7,232,559
 530,096
Distributions per common share $1.80
 $2.06
 $2.06
 $2.06
 $1.22
________________________
(1) During the year ended December 31, 2015 the Company previously reported Administrative services expenses within the Professional fees line. For the year ended December 31, 2016 the amounts are presented separately and the change was applied retrospectively. For the year ended December 31, 2014, the Company did not incur administrative services expenses.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the accompanying financial statements of Benefit Street PartnersFranklin BSP Realty Trust, Inc. the notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K.
As used herein, the terms "the Company," "we," "our" and "us" refer to Franklin BSP Realty Trust, Inc., a Maryland corporation and, as required by context, to Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited partnership, which we refer to as the "OP," and to its subsidiaries. We are externally managed by Benefit Street Partners L.L.C. (our "Advisor").
This discussion contains forward-looking statements reflecting the Company’s current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections of this Annual Report on Form 10-K entitled “Risk Factors” and “Forward-Looking Statements.”
Overview
We were incorporated inThe Company is a Maryland on November 15, 2012corporation and have conducted our operationshas made tax elections to qualifybe treated as a REITreal estate investment trust ("REIT") for U.S. federal income tax purposes beginning with our taxable year ended December 31,since 2013. The Company, through a subsidiaryone or more subsidiaries which isare each treated as a TRS,taxable REIT subsidiary ("TRS"), is indirectly subject to U.S. federal, state and local income taxes. On May 14, 2013, weWe commenced business operations after raising in excess of $2.0 million of equity, the amount required for us to release equity proceeds from escrow.May 2013. We primarily originate, acquire and manage a diversified portfolio of commercial real estate debt investments secured by properties located within and outside of the United States. Commercial real estate debt investments may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. Substantially all of our business is conducted through the OP, a Delaware limited partnership. We are the sole general partner and directly or indirectly hold all of the units of limited partner interests in the OP.
The Company has no direct employees. On September 29, 2016 we terminatedWe are managed by our advisory agreement with our Former Advisor pursuant to an affiliate of AR Global Investments, LLC, and entered into, and executed, an advisory agreement with Benefit Street Partners L.L.C. on January 19, 2018. The appointment of the Advisor and the execution of the Advisory Agreement were recommended by a special committee of our board of directors consisting exclusively of our independent directors. The special committee, with the assistance of its independent financial advisor and independent legal counsel, conducted a competitive process to select a new advisor before selecting the Advisor.(the "Advisory Agreement"). Our Advisor manages our affairs on a day-to-day basis. The Advisor receives compensation and fees for services related to the investment and management of our assets and our operations.
The Advisor, an SEC-registered investment adviser, is a credit-focused alternative asset management firm. The Advisor manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private / opportunistic debt, liquid credit, structured credit and commercial real estate debt. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the Advisor’s robust platform. The Advisor is a wholly-owned subsidiary of Franklin Resources, Inc., which together with its various subsidiaries operates as "Franklin Templeton".
The Company invests in commercial real estate debt investments, which may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. The Company also originates conduit loans which the Company intends to sell through its TRS into CMBScommercial mortgage-backed securities ("CMBS") securitization transactions at a profit.
The Company may also invest intransactions. Historically this business has focused primarily on CMBS, commercial real estate collateralized loan obligation bonds ("CRE CLO bonds"), collateralized debt obligations ("CDOs") and other securities. Real estateAs a result of the October 2021 acquisition of Capstead Mortgage Corporation ("Capstead"), the Company acquired a portfolio of residential mortgage backed securities may include CMBS, senior unsecured debt(“RMBS”) in the form of publicly traded REITs, debtresidential adjustable-rate mortgage pass-through securities ("ARM Agency Securities" or equity"ARMs") issued and guaranteed by government-sponsored enterprises or by an agency of the federal government. As of December 31, 2023, the Company has fully disposed of all of its ARM Agency Securities and is continuing to reinvest the proceeds from the sale of these securities ofin its other publicly tradedbusinesses. The Company also owns real estate companiesthat was either acquired by the Company through foreclosure or deed in lieu of foreclosure, or that was purchased for investment, primarily subject to triple net leases.

26


Book Value Per Share
The following table calculates the Company's book value per share as of December 31, 2023 and CDOs.2022 (in thousands, except share and per share amounts):
Estimated Per Share NAV
December 31, 2023December 31, 2022
Stockholders' equity applicable to common stock$1,300,372 $1,304,238 
Shares:
    Common stock81,942,656 82,479,743 
    Restricted stock and restricted stock units809,257 513,041 
Total outstanding shares82,751,913 82,992,784 
Book value per share$15.71 $15.72 
On November 9, 2017,The following table calculates the Company's fully-converted book value per share as of December 31, 2023 and 2022 (in thousands, except share and per share amounts):
December 31, 2023December 31, 2022
Stockholders' equity applicable to convertible common stock$1,390,120 $1,398,986 
Shares:
    Common stock81,942,656 82,479,743 
    Restricted stock and restricted stock units809,257 513,041 
    Series H convertible preferred stock5,370,498 5,370,640 
    Series I convertible preferred stock— 299,200 
Total outstanding shares88,122,411 88,662,624 
Fully-converted book value per share (1) (2)
$15.77 $15.78 
________________________
(1) Fully-converted book value per share reflects full conversion of our boardoutstanding series of directors unanimously approvedconvertible preferred stock and established an estimated (“NAV”)vesting of our outstanding equity compensation awards.
(2) Excluding the amounts for accumulated depreciation and amortization of real property of $9.4 million and $5.2 million as of December 31, 2023 and 2022, respectively, would result in a fully-converted book value per share of $19.02. Refer to "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters$15.88 and Issuer Purchases$15.84 as of Equity Securities" of this Form 10-K for additional information regarding our estimated NAV per share.December 31, 2023 and 2022, respectively.
Significant Accounting Estimates and Critical Accounting PoliciesEstimates
Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policiesestimates are those that require the application of management’s most difficult, subjective or complex judgments often because of the need to make estimates about the effect ofon matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. In preparing the financial statements, management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to

those of companies in similar businesses. As our expected operating plans occur, we will describe additional critical accounting policies in the notes to our future financial statements in addition to those discussed below.
Set forth below is a summary of the significantcritical accounting estimates and critical accounting policies that management believes are important to the preparation of our financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operationsstatements and require complex management judgment. The Company’s significant accounting policies, including recently issued accounting pronouncements, are more fully described in Note 2 – Summary of Critical Accounting Policies to the applicationaccompanying consolidated financial statements included in this Annual Report on Form 10-K.
27

Table of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty.Contents
Commercial Mortgage LoansCredit Losses - Estimating Credit Losses
Commercial mortgage loans that are heldGeneral allowance for investment purposes and are anticipated to be held until maturity, arecredit losses
The general allowance for credit losses for the Company’s financial instruments carried at amortized cost net of unamortized acquisition expenses, discounts or premiums and unfunded commitments. Commercial mortgageoff-balance sheet credit exposures, such as loans held for investment purposes,and unfunded loan commitments represents a lifetime estimate of expected credit losses. Factors considered by the Company when determining the general allowance for credit losses reserve include loan-specific characteristics such as loan-to-value (“LTV”) ratio, vintage year, loan term, property type, occupancy and geographic location, financial performance of the borrower, expected payments of principal and interest, as well as internal or external information relating to past events, current conditions and forward looking information through the use of projected macroeconomic scenarios over the reasonable and supportable forecasts.
The general allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist for multiple financial instruments. If similar risk characteristics do not exist, the Company measures the general allowance for credit losses on an individual instrument basis. The determination of whether a particular financial instrument should be included in a pool can change over time. If a financial asset’s risk characteristics change, the Company evaluates whether it is appropriate to continue to keep the financial instrument in its existing pool or evaluate it individually.
In measuring the general allowance for credit losses for financial instruments such as loans held for investment and unfunded loan commitments that share similar risk characteristics, the Company primarily applies a probability of default (“PD”)/loss given default (“LGD”) model for instruments that are deemedcollectively assessed, whereby the provision for credit losses is calculated as the product of PD, LGD and exposure at default (“EAD”). The Company’s model to determine the general allowance for credit losses principally utilizes historical loss rates derived from a commercial mortgage backed securities database with historical losses from 2002 to 2021 provided by a reputable third party, forecasting the loss parameters based on a projected macroeconomic scenario using a probability-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by an immediate reversion to average historical losses. For financial instruments assessed on an individual basis, including when it is probable that the Company will be unable to collect the full payment of principal and interest on the instrument, the Company applies a discounted cash flow (“DCF”) methodology.
Specific Allowance for credit losses
For financial instruments where the borrower is experiencing financial difficulty based on the Company’s assessment at the reporting date and the repayment is expected to be impaired willprovided substantially through the operation or sale of the collateral, the Company may elect to use as a practical expedient the fair value of the collateral at the reporting date when determining the specific allowance for credit losses.
For loans held for investment which the Company identifies reasonable doubt as to whether the collection of contractual components can be carried at amortized cost lesssatisfied, a loan specific allowance for credit losses analysis is performed. Determining whether a specific allowance for credit losses for a loan losses. Interest incomeis required entails significant judgment from management and is based on several factors including (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to have a specific allowance for credit losses, the specific allowance for credit losses is recorded as a component of our Current Expected Credit Loss ("CECL") reserve by applying the practical expedient for collateral dependent loans. The CECL reserve is assessed on an individual basis for such loans by comparing the accrual basis and related discounts, premiums and acquisition expenses on investments are amortized over the life of the investment using the effective interest method. Amortization is reflected as an adjustment to interest income in our consolidated statements of operations. Guaranteed loan exit fees payable by the borrower upon maturity are accreted over the life of the investment using the effective interest method. The accretion of guaranteed loan exit fees is recognized in interest income in our consolidated statements of operations and the associated receivable is included in the consolidated balance sheet.
Commercial mortgage loans that are intended to be sold in the foreseeable future are reported as held-for-sale and are transferred atestimated fair value then recorded at the lower of cost or fair value with changes recorded through the statement of operations.  Unamortized loan origination costs for commercial mortgage loans held-for-sale that are carried at the lower of cost or fair value are capitalized as part of the carrying value of the loans and recognized upon the sale of such loans. Amortization of origination costs ceases upon transfer of commercial mortgage loans to held-for-sale.
The Company has elected to measure commercial mortgage loans held-for-sale in the Company's TRS under the fair value option to better reflect those commercial mortgage loans that are part of securitization warehousing activity. These commercial mortgage loans are included in the Commercial mortgage loans, held-for-sale, measured at fair value in the consolidated balance sheet. Interest income received on commercial mortgage loans held-for-sale is recorded on the accrual basis of accounting and is included in interest income in the consolidated statements of operations. Acquisition expenses on originating these investments are expensed when incurred.
Allowance for Loan Losses
The allowance for loan losses reflects management's estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The reserve is increased through the loan loss provision on the Company's consolidated statement of operations and is decreased by charge-offs when losses are confirmed through the receipt of assets, such as cash in a pre-foreclosure sale or upon ownership control of the underlying collateral, in full satisfactionless costs to sell, to the book value of the respective loan. The estimated fair value of underlying collateral requires judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plans, loan upon foreclosure or when significant collection efforts have ceased.sponsorship, actions of other lenders, and other factors deemed relevant by the Company. Actual losses, if any, could ultimately differ materially from these estimates. The Company usesonly expects to write-off specific provisions if and when such amounts are deemed non-recoverable. Non-recoverability is generally determined at the time a uniform process for determining its allowance for loan losses. The allowance for loan losses includes a general, formula-based component and an asset-specific component.
General reserves are recordedis settled, or in the case of foreclosure, when (i) available information as of each balance sheet date indicates thatthe underlying asset is sold. Non-recoverability may also be concluded if, in the Company's determination, it is probabledeemed certain that all amounts due will not be collected. If a loss has occurred in the portfolio and (ii) the amount of the loss canloan is determined to be reasonably estimated. The Company currently estimates loss ratesimpaired based on historical realized losses experienced in the industry and takes into account current collateral and economic conditions affecting the probability and severity of losses when establishingabove considerations, management records a write-off through a charge to the allowance for credit losses and the respective loan losses. Thebalance.
Risk Rating
In developing the provision for credit losses for its loans held for investment, the Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investmentcollectability, using similar factors as those in collateral, collateral type, project economics and geographic location as well as national and regional economic factors.developing the provision for credit losses. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Risk rating categories range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss.loss with the ratings updated quarterly.
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Table of Contents
The asset-specific reserve component relatesCompany designates loans as non-performing when (i) full payment of principal and coupon interest components become 90-days past due ("non-accrual status"); or (ii) the Company has reasonable doubt as to reserves for losses on individual impaired loans. The Company considerswhether the collection of contractual components can be satisfied ("cost recovery status"). When a loan is designated as non-performing and placed on non-accrual status, interest is only recognized as income when payment has been received. Loans designated as non-performing and placed on non-accrual status are removed from their non-performing designation when collection of principal and coupon interest components have been satisfied. When a loan is designated as non-performing and placed on cost recovery status, the cost-recovery method is applied to be impaired when, based upon current informationwhich receipt of principal or coupon interest is recorded as a reduction to the amortized cost until collection of all contractual components are reasonably assured.
Real Estate Owned - Estimating Fair Value and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. This assessment is made on an individual loan basis each quarter based on such factors as payment status, lien position, borrower financial resources andHolding Period
Real estate owned assets, held for investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. A reserve is established for an impaired loan when the present value of payments expected to be received, observable market prices or theare carried at their estimated fair value at acquisition and presented net of accumulated depreciation and impairment charges. The Company allocates the collateral (for loans that are dependentpurchase price of acquired real estate assets based on the collateral for repayment) is lower than the carrying value of that loan.

For collateral dependent impaired loans, impairment is measured using the estimated fair value of collateral less the estimated cost to sell. Valuations are performed or obtained at the time a loan is determined to be impaired and designated non-performing, and they are updated if circumstances indicate that a significant change in value has occurred. The Advisor generally will use the income approach through internally developed valuation models to estimate the fair value of the collateralacquired land, building, furniture, fixtures and equipment.
Real estate owned assets, held for such loans. In more limited cases,investment are depreciated using the Advisor will obtain external "as is" appraisalsstraight-line method over estimated useful lives of up to 40 years for loan collateral, generallybuildings and improvements and up to 15 years for furniture, fixtures and equipment. Renovations and/or replacements that improve or extend the life of the real estate owned assets are capitalized and depreciated over their estimated useful lives. Real estate owned revenue is recognized when third party participations exist.the Company satisfies a performance obligation by transferring a promised good or service to a customer. The Company is considered to have satisfied all performance obligation at a point in time.
A loan is also considered impaired ifReal estate owned assets that are probable to be sold within one year are reported as held for sale. Real estate owned assets classified as held for sale are measured at the lower of its termscarrying value or estimated fair value less cost to sell. Real estate owned assets are modified innot depreciated or amortized while classified as held for sale. Interest and other expenses attributable to the liabilities of a troubled debt restructuring ("TDR"). A TDR occurs whendisposal group classified as held for sale continue to be accrued. Upon the disposition of a concession is grantedreal estate owned asset, the Company calculates realized gains and losses as net proceeds received less the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the presentcarrying value of expected future cash flows discounted at the effective interest ratereal estate owned asset. Net proceeds received are net of direct selling costs associated with the disposition of the original loans.
The Company designates non-performing loans at such time as (i) loan payments become 90-days past due; (ii) the loan has a maturity default; or (iii) in the opinion of the Company, it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan. Income recognition will be suspended when a loan is designated non-performing and resumed only when the suspended loan becomes contractually current and performance is demonstrated to have resumed. A loan will be written off when it is no longer realizable and legally discharged.real estate owned asset.
Real Estate Securities - Estimating Fair Value
On the acquisition date, all of our commercial real estate securities will be classified as available for sale ("AFS") and will be carried at fair value, with any unrealized gains or losses reported as a component of accumulated other comprehensive income or loss. However, we may elect the fair value option for certain of our real estateto transfer these assets to trading securities, and as a result, any unrealized gains or losses on such real estate securities will be recorded as unrealized gains or losses on investments in ourthe consolidated statementstatements of operations. Related discounts, premiums, and acquisition expenses on investments are amortized over the life of the investment using the effective interest method. Amortization is reflected as an adjustment to interestInterest income in the consolidated statements of operations.
Credit Impairment Analysis of Real Estate Securities
Commercial realReal estate securities for which the fair value option has not been elected will be periodically evaluated for other-than-temporarycredit impairment. IfAFS real estate securities which have experienced a decline in the fair value of a security is less than itsbelow their amortized cost basis (i.e., impairment) are evaluated each reporting period to determine whether the securitydecline in fair value is considered impaired. Impairmentdue to credit-related factors. Any impairment that is not credit-related is recognized in other comprehensive income, while credit-related impairment is recognized as an allowance in the consolidated balance sheets with a corresponding adjustment in the consolidated statements of a security will be considered to be other-than-temporary when (i)operations. If the Advisor has the intentCompany intends to sell thean impaired security; (ii) it isreal estate security or more likely than not we will be required to sell the security; or (iii) the Advisor does not expect to recoversuch a security before recovering its amortized cost basis, the entire impairment amount is recognized in the consolidated statements of operations with a corresponding adjustment to the security’s amortized cost basis.
The Company analyzes the AFS security portfolio on a periodic basis for credit losses at the individual security level using the same criteria described above for those amortized cost financial assets subject to an allowance for credit losses including but not limited to; performance of the security. Ifunderlying assets in the Advisor determines that an other-than-temporary impairment existssecurity, borrower financial resources and a saleinvestment in collateral, collateral type, credit ratings, project economics and geographic location as well as national and regional economic factors.
The non-credit loss component of the unrealized loss within the Company’s AFS portfolio is likely, the impairment charge will be recognized as an impairment of assets on our consolidated statement of operations. If a sale is not expected,adjustment to the portion of the impairment charge relatedindividual security’s asset balance with an offsetting entry to credit factors will be recorded as an impairment of assets on our consolidated statement of operations with the remainder recorded as an unrealized gain or loss on investments reported as a component of accumulatedAccumulated other comprehensive income or loss.income/(loss) in the consolidated balance sheets.
Commercial realReal estate securities for which the fair value option has been elected willare not be evaluated for other-than-temporary impairment as changes in fair value are recorded in ourthe consolidated statement of operations.
Income Taxes
We have conducted our operations to qualify as a REIT for U.S. federal income tax purposes beginning with
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Results of Operations
Comparison of the taxable year endedYear Ended December 31, 2013. As a REIT, if we meet certain organizational and operational requirements and distribute at least 90% of our "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to our stockholders in a year, we will not be subject to U.S. federal income tax2023 to the extent of the income that we distribute. However, even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income in addition to U.S. federal income and excise taxes on our undistributed income. Our Conduit business segment, is operated through our wholly owned TRS subsidiary. The TRS is subject to U.S. federal and applicable state income taxes.
Derivatives and Hedging Activities
The Company recognizes all derivatives on the consolidated balance sheets at fair value.  The Company does not designate derivatives as hedges to qualify for hedge accounting for financial reporting purposes and therefore any net payments under, or fluctuations in the fair value of these derivatives have been recognized currently in gain/(loss) on derivative instruments in the accompanying consolidated statements of operations. The Company records derivative asset and liability positions on a gross basis with any collateral posted with or received from counterparties recorded separately on the Company’s consolidated balance sheets. Certain derivatives that the Company has entered into are subject to master netting agreements with its counterparties, allowing for netting of the same transaction, in the same currency, on the same date.

Per Share Data
The Company calculates basic earnings per share by dividing net income attributable to the Company for the period by the weighted-average number of shares of common stock outstanding for that period. Diluted earnings per share reflects the potential dilution that that could occur from shares outstanding if potential shares of common stock with a dilutive effect have been issued in connection with the restricted stock plan and if convertible shares were exercised, except when doing so would be anti-dilutive.
Reportable SegmentsYear Ended December 31, 2022
The Company conducts its business through the following segments:
The real estate debt business which is focusedfocuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans,mortgages, subordinate mortgages, mezzanine loans and participations in such loans.
The real estate securities business which is focusedfocuses on investing in and asset managing commercial real estate securitiessecurities. Historically this business has focused primarily consisting ofon CMBS, and may include unsecured REIT debt,CRE CLO bonds, CDO notes, and other securities. As a result of the October 2021 acquisition of Capstead, the Company acquired a portfolio of ARM Agency Securities. The portfolio was completely divested by the third quarter of 2023.
The commercial real estate conduit business operated business through the Company's TRS, which is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profitprofit. The TRS may also hold certain mezzanine loans that don't qualify as good REIT assets due to any potential loss from foreclosure.
See Note 14 - Segment ReportingThe real estate owned business represents real estate acquired by the Company through foreclosure, deed in lieu of foreclosure, or purchase.
Net Interest Income
Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt, real estate securities and TRS segments.
The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for further information regardingthe years ended December 31, 2023 and 2022 (dollars in thousands):
Year Ended December 31,
20232022
Average Carrying Value (1)
Interest Income/Expense (2)(3)
Avg Yield/Financing Cost (4)
Average Carrying Value (1)
Interest Income/Expense (2)
Avg Yield/Financing Cost (4)
Interest-earning assets:
Real estate debt (5)
$5,038,267$530,116 10.5 %$4,917,287$320,546 6.5 %
Real estate conduit16,4082,244 13.7 %97,5566,956 7.1 %
Real estate securities260,42517,323 6.7 %1,203,24230,203 2.5 %
Total$5,315,100$549,683 10.3 %$6,218,085$357,705 5.8 %
Interest-bearing liabilities:
Repurchase Agreements - commercial mortgage loans$573,530$54,5649.5 %$771,223$40,162 5.2 %
Other financing and loan participation - commercial mortgage loans59,5195,4789.2 %47,2161,487 3.1 %
Repurchase Agreements - real estate securities244,46914,1185.8 %1,097,8748,850 0.8 %
Collateralized loan obligations3,165,612223,6867.1 %2,909,513103,744 3.6 %
Unsecured debt85,6137,7319.0 %101,6596,283 6.2 %
Total$4,128,743$305,577 7.4 %$4,927,485$160,526 3.3 %
Net interest income/spread$244,106 2.9 %$197,179 2.5 %
Average leverage % (6)
77.7 %79.2 %
Weighted average levered yield (7)
20.6 %15.3 %
________________________
(1) Based on amortized cost for real estate debt and real estate securities and principal amount for interest-bearing liabilities. Amounts are calculated based on daily averages for the years ended December 31, 2023 and 2022, respectively.
(2) Includes the effect of amortization of premium or accretion of discount and deferred fees.
(3) Excludes other income on the real estate owned business segment.
(4) Calculated as interest income or expense divided by average carrying value.
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(5) The collateral sale of a Brooklyn hotel loan in April 2023, which allowed the company to recover its full investment, resulted in $15.5 million and $4.9 million in coupon and default interest income, respectively, recognized in the Company's segments.real estate debt segment during the year ended December 31, 2023.
(6) Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.
Portfolio(7) Calculated by dividing net interest income/spread by the average interest-earning assets less average interest-bearing liabilities.
Interest Income
Interest income for the years ended December 31, 2023 and 2022 totaled $552.5 million and $357.7 million, respectively, an increase of $194.8 million due primarily to an approximate 330 basis point increase in daily average SOFR and SOFR equivalent rates and the impact of $20.4 million from the collateral sale of the Brooklyn hotel loan in April 2023. As of December 31, 2017 and 2016,2023, our portfolio consisted of 69 and 71 commercial mortgage loans, excluding commercial mortgage loans accounted for under the fair value option, and zero and 6 investments in CMBS, respectively. The(i) 144 commercial mortgage loans, held for investment as of December 31, 2017 and December 31, 2016 had a total carrying value, net of allowance(ii) seven real estate securities, available for loan losses, of $1,402.0 million and $1,046.6 million, respectively.sale, measured at fair value. As of December 31, 2017 and 2016 the Company's total2022, our portfolio consisted of (i) 161 commercial mortgage loans, held for investment, (ii) two commercial mortgage loans, held for sale, measured at fair value, comprised(iii) seven real estate securities, available for sale, measured at fair value and (iv) ARMs.
Interest Expense
Interest expense for the years ended December 31, 2023 and 2022 totaled $305.6 million and $160.5 million, respectively, an increase of 3$145.1 million due primarily to an increase of $256.1 million in the average carrying value of our collateralized loan obligations coupled with an approximate 330 basis point increase in average SOFR and zeroSOFR equivalent rates partially offset by a decrease of $1.1 billion in the average carrying values of our repurchase agreements - commercial mortgage loans respectively. We hadand real estate securities.
Revenue from Real Estate Owned
For the years ended December 31, 2023 and 2022, revenue from real estate owned was $17.0 million and $9.7 million, respectively, an increase of $7.3 million due primarily to rental income obtained from additional retail properties acquired as real estate owned.
Provision/(Benefit) for Credit losses
Provision for credit losses was $33.7 million during the year ended December 31, 2023 compared to a provision of $36.1 million during the year ended December 31, 2022. The following paragraphs set forth explanations for changes in the general and specific reserves for the years ended December 31, 2023 and 2022.
For the years ended December 31, 2023 and 2022, the increases in general CECL allowance of $21.4 million and $10.8 million, respectively, were primarily related to a more pessimistic view of the macroeconomic scenario utilized for the CECL model. For the year ended December 31, 2023, this was partially offset by a decrease in the size of our loan portfolio compared to the preceding period.
For the year ended December 31, 2023, the increase in specific CECL allowance of $12.3 million was primarily related to one office loan located in Portland, OR. For the year ended December 31, 2022, a specific CECL provision of $25.3 million was recorded for the loan collateralized by the Walgreens Portfolio.
Realized Gain/(Loss) on Extinguishment of Debt
Realized gain on extinguishment of debt for the year ended December 31, 2023 of $2.2 million was primarily related to the redemption of $17.5 million par value unsecured debt at a price equal to 75% of par value coupled with the repurchases of $2.3 million of bonds of BSPRT 2021-FL7 and $8.25 million of bonds of BSPRT 2019-FL5 partially offset by the redemption of BSPRT 2019-FL5. Realized loss on extinguishment of debt for the year ended December 31, 2022 of $5.2 million was primarily related to the redemption of BSPRT 2018-FL4.
Realized Gain/(Loss) on Sale of Available for Sale Trading Securities
Realized gain on sale of available for sale trading securities for the year ended December 31, 2023 of $0.1 million was primarily related to the sale of 12 CRE CLO bonds. There were no sales of available for sale trading securities during the year ended December 31, 2022.
Realized Gain/(Loss) on Sale of Commercial Mortgage Loans, Held for Sale, Measured at Fair Value
Realized gain on commercial mortgage loans, held for sale, measured at fair value for the year ended December 31, 2023 of $3.9 million was related to the sale of $118.1 million in principal amount of commercial real estate loans into the CMBS securitization market resulting in proceeds of $122.1 million. Realized gain on commercial mortgage loans, held for sale,
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measured at fair value for the year ended December 31, 2022 of $2.4 million was related to the sale of $368.9 million in principal amount of commercial real estate loans into the CMBS securitization market resulting in proceeds of $370.2 million.
Gain/(Loss) on Other Real Estate Investments
Loss on other real estate investments for the year ended December 31, 2023 was $7.1 million compared to $0.7 million for the year ended December 31, 2022. For the year ended December 31, 2023, the loss was primarily the result of the sale of two real estate owned, held for sale properties located in New Rochelle, NY and St. Louis, MO, respectively, resulting in a total loss of $3.3 million, in addition to a $4.0 million impairment loss on our real estate owned, held for sale asset related to the Walgreens Portfolio.
Unrealized Gain/(Loss) on Commercial Mortgage Loans, Held for Sale, Measured at Fair Value
The Company did not hold any commercial mortgage loans, held for sale, measured at fair value as of December 31, 2017.2023. Unrealized gain for the year ended December 31, 2023 was $44.0 thousand related to the reversal of prior year unrealized gain/loss on a sale of a commercial real estate loan into the CMBS securitization market made in the first quarter of 2023. Comparatively, unrealized gain for the year ended December 31, 2022 was $0.5 million related to changes in fair market values on loans held in the Company's TRS coupled with the reversal of unrealized gain/loss on a sale of commercial real estate loans into the CMBS securitization market.
Trading Gain/(Loss)
Trading loss for the years ended December 31, 2023 and 2022 of $0.6 million and $119.2 million, respectively, was attributable to $17.6 million and $480.2 million of principal paydowns, respectively, $218.2 million and $3.8 billion of sales of ARM Agency Securities, respectively, and changes in market values on these securities. We sold all remaining assets from our ARMs portfolio in the third quarter of 2023.
Net Result from Derivative Transactions
Net result from derivative transactions for the year ended December 31, 2023 of a $0.9 million gain was composed of a realized gain of $1.0 million due primarily to the termination and settlement of interest rate swap positions partially offset by an unrealized loss of $0.1 million. This is compared to a net gain on our derivative portfolio of $44.2 million composed of a realized gain of $60.0 million due primarily to the termination and settlement of interest rate swap positions specifically designed to hedge the ARMs portfolio partially offset by an unrealized loss of $15.8 million for the year ended December 31, 2022.
(Provision)/Benefit for Income Tax
Benefit for income tax for the year ended December 31, 2023 was $2.8 million compared to a benefit of $0.4 million for the year ended December 31, 2022. The difference is due to change in taxable income/loss in our TRS segment.
Net (Income)/Loss Attributable to Non-controlling Interest
Net loss attributable to non-controlling interest in our consolidated joint ventures for the year ended December 31, 2023 amounted to $0.7 million compared to a net loss attributable to non-controlling interest of $0.2 million for the year ended December 31, 2022.
Preferred Share Dividends
Preferred share dividends were $27.0 million for the year ended December 31, 2023 compared to $41.7 million for the year ended December 31, 2022, a decrease of $14.7 million due primarily to fewer preferred shares outstanding following the automatic conversion into Common Stock of the Company's Series F Convertible Preferred Stock in April 2022, Series C Convertible Preferred Stock in October 2022 and Series I Convertible Preferred Stock in January 2023 (see Note 9 - Redeemable Convertible Preferred Stock and Equity Transactions).
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Expenses from Operations
Expenses from operations for the years ended December 31, 2023 and 2022 consisted of the following (dollars in thousands):
Year Ended December 31,
20232022
Asset management and subordinated performance fee$33,847 $26,157 
Acquisition expenses1,241 1,360 
Administrative services expenses14,440 12,928 
Professional fees15,270 22,566 
Share-based compensation4,761 2,519 
Depreciation and amortization7,128 5,408 
Other expenses11,135 6,572 
Total expenses from operations$87,822 $77,510 
The increase in operating expense was primarily related to (i) an increase in asset management and subordinated performance fees due to incentive fees incurred during the year ended December 31, 2023 and (ii) an increase in other expenses due to expenses incurred in order to operate various REO investments in our portfolio partially offset by (iii) a decrease in professional fees primarily related to the reduction in legal costs associated with our recovery efforts related to a hotel asset and the Walgreens Portfolio.
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Comparison of the Three Months Ended December 31, 2023 to the Three Months Ended September 30, 2023
Net Interest Income
Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt, real estate securities and TRS segments.
The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the three months ended December 31, 2023 and September 30, 2023 (dollars in thousands):
Three Months Ended
December 31, 2023September 30, 2023
Average Carrying Value (1)
Interest Income/Expense (2)(3)
Avg Yield/Financing Cost (4)(5)
Average Carrying Value (1)
Interest Income/Expense (2)(3)
Avg Yield/Financing Cost (4)(5)
Interest-earning assets:
Real estate debt$4,778,141$125,816 10.5 %$4,770,339$131,093 11.0 %
Real estate conduit10,8261,065 39.4 %9,859109 4.4 %
Real estate securities232,4304,8358.3 %277,6644,908 7.1 %
Total$5,021,397$131,716 10.5 %$5,057,862$136,110 10.8 %
Interest-bearing liabilities:
Repurchase Agreements - commercial mortgage loans$245,775$8,09313.2 %$711,560$16,868 9.5 %
Other financing and loan participation - commercial mortgage loans26,05165710.1 %61,1251,444 9.4 %
Repurchase Agreements - real estate securities248,4563,9796.4 %223,1993,151 5.6 %
Collateralized loan obligations3,508,59566,5797.6 %2,974,03954,608 7.3 %
Unsecured debt81,2831,9249.5 %81,2581,902 9.4 %
Total$4,110,160$81,232 7.9 %$4,051,181$77,973 7.7 %
Net interest income/spread$50,484 2.6 %$58,137 3.1 %
Average leverage % (6)
81.9 %80.1 %
Weighted average levered yield (7)
22.2 %23.1 %
________________________
(1) Based on amortized cost for real estate debt and real estate securities and principal amount for interest-bearing liabilities. Amounts are calculated based on daily averages for the three months ended December 31, 2023 and September 30, 2023, respectively.
(2) Includes the effect of amortization of premium or accretion of discount and deferred fees.
(3) Excludes other income on the real estate owned business segment.
(4) Calculated as interest income or expense divided by average carrying value.
(5) Annualized.
(6) Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.
(7) Calculated by dividing net interest income/spread by the average interest-earning assets less average interest-bearing liabilities.
Interest Income
Interest income for the three months ended December 31, 2023 and September 30, 2023 totaled $132.0 million and $137.0 million, respectively, a decrease of $5.0 million due primarily to payoffs of two loans occurring in the third quarter of 2023 resulting in approximately $6.3 million of income. As of December 31, 2016,2023, our portfolio consisted of (i) 144 commercial mortgage loans, held for investment and (ii) seven real estate securities, available for sale, measured at fair value. As of September 30, 2023, our portfolio consisted of (i) 145 commercial mortgage loans, held for investment, (ii) one commercial mortgage loan, held for sale, measured at fair value and (iii) six real estate securities, available for sale, measured at fair value.
Interest Expense
Interest expense for the Company'sthree months ended December 31, 2023 and September 30, 2023 totaled $81.2 million and $78.0 million, respectively, an increase of $3.2 million due primarily to an increase of $534.6 million in the average carrying value of our collateralized loan obligations partially offset by a decrease of $465.8 million in the average carrying value of our repurchase agreements - commercial mortgage loans.
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Revenue from Real Estate Owned
For the three months ended December 31, 2023 and September 30, 2023, revenue from real estate owned was $4.0 million and $3.3 million, respectively, an increase of $0.7 million due primarily to rental income obtained from the acquisition of an additional property as real estate owned.
(Provision)/Benefit for Credit losses
Provision for credit losses was $5.4 million during the three months ended December 31, 2023 compared to a provision of $2.4 million during three months ended September 30, 2023. The following paragraphs set forth explanations for changes in the general and specific reserves for the three months ended December 31, 2023 and September 30, 2023.
For the three months ended December 31, 2023 and September 30, 2023, the increases in general allowance of $5.4 million and $2.8 million, respectively, were primarily related to a more pessimistic view of the macroeconomic scenario utilized for the CECL model. For the three months ended December 31, 2023, this was coupled with increases in the size of our loan portfolio compared to the preceding period.
For the three months ended December 31, 2023, the Company did not recognize specific CECL benefit or provisions. Comparatively, for the three months ended September 30, 2023, the Company recognized $0.4 million of specific CECL benefit on one office loan located in Portland, OR.
Realized Gain/(Loss) on Extinguishment of Debt
The Company did not realized a gain or loss on extinguishment of debt for the three months ended December 31, 2023. Realized loss on extinguishment of debt for the three months ended September 30, 2023 of $2.8 million was related to redemption of BSPRT 2019-FL5.
Realized Gain/(Loss) on Sale of Available for Sale Trading Securities
Realized loss on sale of available for sale trading securities for the three months ended December 31, 2023 of $30.0 thousand was primarily related to the sale of two CRE CLO bonds. Realized loss on sale of available for sale trading securities for the three months ended September 30, 2023 of $0.5 million was primarily related to the sale of six CRE CLO bonds.
Realized Gain/(Loss) on Sale of Commercial Mortgage Loans, Held for Sale, Measured at Fair Value
Realized gain on commercial mortgage loans, held for sale, measured at fair value for the three months ended December 31, 2023 of $0.8 million was related to the sale of $26.3 million in principal amount of commercial real estate loans into the CMBS securitization market resulting in proceeds of $27.0 million. Realized gain on commercial mortgage loans, held for sale, measured at fair value for the three months ended September 30, 2023 of $0.9 million was related to the sale of $34.3 million in principal amount of commercial real estate loans into the CMBS securitization market resulting in proceeds of $35.3 million.
Gain/(Loss) on Other Real Estate Investments
Gain on other real estate investments for the three months ended December 31, 2023 was $0.1 million. This is compared to a loss of $4.1 million for the three months ended September 30, 2023 primarily due to an impairment on the Walgreens Portfolio, real estate owned, held for sale asset.
Unrealized Gain/(Loss) on Commercial Mortgage Loans, Held for Sale, Measured at Fair Value
The Company did not have any commercial mortgage loans, held for sale, measured at fair value held in an unrealized gain or loss position as of December 31, 2023 and September 30, 2023.
Trading Gain/(Loss)
The Company did not experience any trading losses during the three months ended December 31, 2023. Trading loss for the three months ended September 30, 2023 of $2.6 million was attributable to $2.6 million of principal paydowns, $122.8 million of sales of ARM Agency Securities, and changes in market values on these securities.
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Net Result from Derivative Transactions
Net result from derivative transactions for the three months ended December 31, 2023 of a $0.3 million gain was composed primarily of realized gains related to the termination and settlement of interest rate swap positions. This is compared to a net loss on our derivative portfolio of $0.1 million composed of a realized gain of $0.1 million due primarily to the termination and settlement of interest rate swap positions offset by an unrealized loss of $0.2 million for the three months ended September 30, 2023 .
(Provision)/Benefit for Income Tax
Benefit for income tax for the three months ended December 31, 2023 was $0.3 million compared to a benefit of $1.8 million for the three months ended September 30, 2023. The difference is due to change in taxable income/loss in our TRS segment.
Net Income/(Loss) Attributable to Non-controlling Interest
Net income attributable to non-controlling interest in our consolidated joint ventures for the three months ended December 31, 2023 amounted to $16 thousand. Comparatively, for the three months ended September 30, 2023, net loss attributable to non-controlling interest amounted to $0.8 million.
Preferred Share Dividends
Preferred share dividends were $6.7 million for each of the three months ended December 31, 2023 and September 30, 2023. (see Note 9 - Redeemable Convertible Preferred Stock and Equity Transactions).
Expenses from operations
Expenses from operations for the three months ended December 31, 2023 and September 30, 2023 consisted of the following (dollars in thousands):
Three Months Ended
December 31, 2023September 30, 2023
Asset management and subordinated performance fee$8,954 $7,908 
Acquisition expenses264 316 
Administrative services expenses3,447 3,566 
Professional fees3,509 4,153 
Share-based compensation1,256 1,255 
Depreciation and amortization1,614 1,513 
Other expenses1,812 2,856 
Total expenses from operations$20,856 $21,567 
Overall, operating expenses were consistent with prior quarter, with a decrease of approximately $0.8 million due to a decrease in other expenses from REO that was offset by Asset management and subordinated performance fee increases due to incentive fees.
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Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 16, 2023, for a discussion of the comparison of the year ended December 31, 2022 to the year ended December 31, 2021.
Portfolio
As of December 31, 2023 and 2022, our portfolio consisted of 144 and 161 commercial mortgage loans, held for investment, respectively. The commercial mortgage loans held for investment, net of allowance for credit losses, as of December 31, 2023 and 2022 had a total CMBS investmentscarrying value of $4,989.8 million and $5,228.9 million, respectively. As of December 31, 2023 the Company did not hold any commercial mortgage loans, held for sale. As of December 31, 2022, the contractual principal balance outstanding of commercial mortgage loans, held for sale, measured at fair value was $15.6 million, comprised of two loans, neither of which were in default or greater than ninety days past due. As of December 31, 2023 and 2022, we had a$242.6 million and $221.0 million, respectively, of real estate securities, available for sale, measured at fair value. As of December 31, 2023 and 2022, our real estate owned, held for investment portfolio was composed of three and 11 properties, respectively, with carrying values of $115.8 million and $127.8 million, respectively. As of December 31, 2023 and 2022, we had 23 and two properties classified as real estate owned, held for sale, respectively, with combined carrying values of $103.7 million and $36.5 million, respectively.
As of December 31, 2023, the Company did not hold any real estate securities, trading, measured at fair value. As of December 31, 2022, the Company had real estate securities, trading, measured at fair value of $49.0$235.7 million. ForDuring the year ended December 31, 2023, the Company fully disposed of the remaining ARM Agency Securities portfolio acquired from the Capstead merger that resulted in (i) $17.6 million of principal paydowns, (ii) $218.2 million of sales and (iii) $0.6 million of net trading losses related to principal paydowns, changes in market values and sales of these securities.
As of December 31, 2023, we had two loans, designated as non-performing status with a total amortized cost of $78.2 million. As of December 31, 2023, no specific allowance for credit losses were recorded on the two non-performing loans, all of which were senior mortgage notes secured by multifamily properties.
As of December 31, 2023 and 2022, our commercial mortgage loans, held for investment, excluding commercial mortgage loans accounted for under the fair value option, we currently estimate loss rates based on historical realized losses experienced in the industry and take into account current collateral and economic conditions affecting the probability or severity of losses when establishing the allowance for loan losses. We recorded a general allowance for loan losses as of December 31, 2017 and 2016 in the amount of $1.5 million and $2.2 million, respectively. There were no impaired or specifically reserved loans in the portfolio as of December 31, 2017 and 2016.
As of December 31, 2017 and 2016, our commercial mortgage loans, excluding commercial mortgage loans accounted for under the fair value option,non-performing status, had a weighted average coupon of 6.7%9.2% and 6.1%,8.3% and a weighted average remaining life of 1.30.9 years and 1.91.4 years, respectively. We had no CMBS as




















37

Table of December 31, 2017. As of December 31, 2016, our CMBS investments had a weighted average coupon of 5.8% and a remaining life of 3.1 years.Contents
The following charts summarize our portfolio as a percentage of par value, including CMBS,commercial mortgage loans, held for investment, by thecoupon rate type, collateral type geographical region and coupon rate typestate as of December 31, 20172023 and 2016:2022:
21990232811402199023281144

21990232811462199023281150

38

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36923696






(1) Regions included: New England, Plains, Rocky Mountain
An investments region classification is defined according to the below map based on the location of investments secured property.
usamapregions22july2015a18.jpg

39

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21990232811322199023281136





















40

The following charts show the par value by contractual maturity year for the investments in our portfolio as of December 31, 20172023 and 2016.2022:
4120


4123

41


Table of Contents
The following table shows selected data from our commercial mortgage loans, held for investment in our portfolio as of December 31, 2017 (in2023 (dollars in thousands):
Loan Type
Risk Rating (1)
Property TypeStatePar ValueAmortized
Cost
Origination Date (2)
Fully Extended Maturity (3)
Interest Rate (4) (5)
Effective Yield (6)
Loan to Value (7)
Senior Debt 13HospitalityWisconsin$4,586$4,58611/30/20173/9/2024Adj. 1M SOFR Term + 4.00%9.47%77.0%
Senior Debt 23MultifamilyOhio35,21235,2124/23/20189/9/20251M SOFR Term + 4.50%9.85%83.6%
Senior Debt 32HospitalityLouisiana21,79621,7966/28/20183/9/20251M SOFR Term + 4.25%9.60%68.8%
Senior Debt 42OfficeNew Jersey13,93713,9378/28/20189/9/20241M SOFR Term + 5.50%10.85%70.0%
Senior Debt 52OfficeMaryland41,18541,1854/30/20195/9/20251M SOFR Term + 3.56%8.91%71.0%
Senior Debt 64HospitalityTexas18,39818,3987/18/20191/9/20241M SOFR Term + 3.84%9.19%62.6%
Senior Debt 72HospitalityMichigan12,90012,9009/17/201910/9/20251M SOFR Term + 4.41%9.76%56.4%
Senior Debt 82HospitalityNew York4,8054,8057/9/20197/9/20251M SOFR Term + 5.25%10.60%47.7%
Senior Debt 92OfficeArizona14,85214,85211/22/201912/9/20241M SOFR Term + 4.00%9.35%70.9%
Senior Debt 104OfficeGeorgia24,44424,44212/17/20191/9/2025Adj. 1M SOFR Term + 4.35%9.82%64.9%
Senior Debt 112Manufactured HousingArkansas1,3011,3014/22/20205/9/20255.50%5.50%62.8%
Senior Debt 123Self StorageNew York27,44027,4409/3/20201/9/2026Adj. 1M SOFR Term + 5.00%10.47%58.8%
Senior Debt 133OfficeTexas17,10317,10310/6/202010/9/2025Adj. 1M SOFR Term + 4.50%9.97%47.9%
Senior Debt 142OfficeMassachusetts63,27463,14610/8/202010/9/20255.15%5.15%52.5%
Senior Debt 153OfficeMichigan30,18630,18610/14/20207/9/20251M SOFR Term + 2.81%8.16%66.0%
Senior Debt 162OfficeTexas9,1759,17511/6/202011/9/2025Adj. 1M SOFR Term + 5.00%10.47%67.8%
Senior Debt 172MultifamilyTexas12,55012,5471/22/20212/9/2026Adj. 1M SOFR Term + 4.55%10.02%73.0%
Senior Debt 182MultifamilyFlorida21,00021,00012/31/20201/9/2025Adj. 1M SOFR Term + 4.60%10.07%66.7%
Senior Debt 192OfficeCalifornia10,85510,85512/31/20201/9/20241M SOFR Term + 5.56%10.91%63.9%
Senior Debt 204OfficeColorado44,91344,8923/1/20213/9/2026Adj. 1M SOFR Term + 3.97%9.43%53.9%
Senior Debt 213MultifamilyArizona34,47634,4572/2/20212/9/20261M SOFR Term + 8.00%13.35%N/A
Senior Debt 222HospitalityNorth Carolina23,00022,9922/24/20213/9/2024Adj. 1M SOFR Term + 5.79%11.26%57.2%
Senior Debt 232MultifamilyTexas34,75034,7503/5/20213/9/20241M SOFR Term + 4.10%9.45%78.2%
Senior Debt 243MultifamilyTexas55,00055,0003/16/20215/9/20261M SOFR Term + 4.00%9.35%71.6%
Senior Debt 252MultifamilyTexas14,70014,6963/15/20214/9/2026Adj. 1M SOFR Term + 3.39%8.86%70.6%
Senior Debt 262MultifamilyPennsylvania8,8988,8933/23/20214/9/2026Adj. 1M SOFR Term + 3.80%9.27%69.9%
Senior Debt 272MultifamilyTexas19,80419,7983/25/20214/9/2026Adj. 1M SOFR Term + 3.60%9.07%70.8%
Senior Debt 282MultifamilyTexas43,24643,2374/1/20214/9/2026Adj. 1M SOFR Term + 2.95%8.42%71.6%
Senior Debt 292HospitalityLouisiana25,70025,7004/15/20215/9/2026Adj. 1M SOFR Term + 5.60%11.07%61.0%
Senior Debt 302Mixed UseWashington32,50032,5006/30/20211/9/2026Adj. 1M SOFR Term + 3.70%9.17%69.7%
Senior Debt 312MultifamilyTexas75,92775,9013/31/20214/9/2026Adj. 1M SOFR Term + 2.95%8.42%72.6%
Senior Debt 323MultifamilyTexas20,45020,4264/22/20215/9/2026Adj. 1M SOFR Term + 3.60%9.07%67.7%
Senior Debt 332MultifamilyTexas30,32030,3103/31/20214/9/2026Adj. 1M SOFR Term + 2.95%8.42%70.4%
Senior Debt 342MultifamilyTexas35,46635,4594/1/20214/9/2026Adj. 1M SOFR Term + 2.95%8.42%71.7%
42

Table of Contents
Loan TypeProperty TypePar Value
Interest Rate (1)
Effective Yield
Loan to Value (2)
Senior 1Office$31,250 1M LIBOR + 4.50%5.98%71.1%
Senior 2Retail9,450 1M LIBOR + 4.90%6.38%69.2%
Senior 3Office41,885 1M LIBOR + 5.25%6.73%72.1%
Senior 4Office30,451 1M LIBOR + 4.60%6.08%70.0%
Senior 5Retail11,684 1M LIBOR + 4.50%5.98%74.8%
Senior 6Multifamily14,990 1M LIBOR + 5.00%6.48%63.9%
Senior 7Retail10,790 1M LIBOR + 5.25%6.73%72.0%
Senior 8Hospitality16,800 1M LIBOR + 4.90%6.38%74.0%
Senior 9Multifamily26,410 1M LIBOR + 4.25%5.73%79.7%
Senior 10Multifamily14,980 1M LIBOR + 4.50%5.98%68.4%
Senior 11Retail14,600 1M LIBOR + 4.25%5.73%65.0%
Senior 12Retail27,249 1M LIBOR + 4.75%6.23%67.4%
Senior 13Office9,844 1M LIBOR + 4.65%6.13%70.8%
Senior 14Industrial19,553 1M LIBOR + 4.25%5.73%68.0%
Senior 15Multifamily18,941 1M LIBOR + 4.20%5.68%76.4%
Senior 16Hospitality10,350 1M LIBOR + 5.50%6.98%69.9%
Senior 17Hospitality15,375 1M LIBOR + 5.30%6.78%73.5%
Senior 18Office45,235 1M LIBOR + 5.50%6.98%72.6%
Senior 19Retail7,500 1M LIBOR + 5.00%6.48%59.0%
Senior 20Retail4,725 1M LIBOR + 5.50%6.98%72.0%
Senior 21Multifamily44,595 1M LIBOR + 4.25%5.73%77.0%
Senior 22Office14,250 1M LIBOR + 4.75%6.23%74.4%
Senior 23Multifamily24,387 1M LIBOR + 4.25%5.73%69.6%
Senior 24Multifamily5,538 1M LIBOR + 3.85%5.33%76.8%
Senior 25Multifamily5,519 1M LIBOR + 3.95%5.43%77.5%
Senior 26Multifamily13,120 1M LIBOR + 3.95%5.43%78.2%
Senior 27Multifamily5,894 1M LIBOR + 4.05%5.53%80.0%
Senior 28Industrial33,655 1M LIBOR + 4.00%5.48%65.0%
Senior 29Office12,000 1M LIBOR + 4.75%6.23%54.1%
Senior 30Office35,000 1M LIBOR + 5.00%6.48%79.0%
Senior 31Office29,163 1M LIBOR + 4.25%5.73%73.3%
Senior 32Office15,030 1M LIBOR + 5.35%6.83%48.2%
Senior 33Multifamily14,000 1M LIBOR + 5.00%6.48%56.3%
Senior 34Office16,300 1M LIBOR + 6.00%7.48%66.4%
Senior 35Retail13,700 1M LIBOR + 4.75%6.23%62.6%
Senior 36Retail28,500 1M LIBOR + 4.73%6.21%73.1%
Senior 37Retail12,700 1M LIBOR + 5.00%6.48%73.3%
Senior 38Multifamily37,410 1M LIBOR + 6.75%8.23%72.8%
Senior 39Retail15,750 1M LIBOR + 5.25%6.73%70.5%
Senior 40Retail25,000 1M LIBOR + 4.40%5.88%71.4%
Senior 41Multifamily14,817 1M LIBOR + 7.10%8.58%76.4%
Senior 42Hospitality12,600 1M LIBOR + 5.50%6.98%61.6%
Senior 43Hospitality11,750 1M LIBOR + 5.50%6.98%71.2%
Senior 44Retail20,450 1M LIBOR + 5.00%6.48%60.9%
Senior 45Multifamily26,000 1M LIBOR + 7.50%8.98%69.7%
Senior 46Hospitality14,900 1M LIBOR + 6.25%7.73%69.0%
Senior 47Office11,580 1M LIBOR + 4.45%5.93%64.2%
Senior 48Office9,750 1M LIBOR + 5.50%6.98%74.0%
Senior 49Multifamily39,700 1M LIBOR + 5.50%6.98%76.0%
Senior 50Multifamily25,500 1M LIBOR + 4.85%6.33%83.1%

Loan Type
Risk Rating (1)
Property TypeStatePar ValueAmortized
Cost
Origination Date (2)
Fully Extended Maturity (3)
Interest Rate (4) (5)
Effective Yield (6)
Loan to Value (7)
Senior Debt 352MultifamilyTexas33,58833,5824/1/20214/9/2026Adj. 1M SOFR Term + 2.95%8.42%72.2%
Senior Debt 362MultifamilyFlorida152,112151,6445/26/20216/9/20261M SOFR Term + 4.55%9.90%47.8%
Senior Debt 372HospitalityFlorida36,75036,7135/20/20216/9/2026Adj. 1M SOFR Term + 6.25%11.72%59.2%
Senior Debt 382MultifamilyNorth Carolina35,11634,9907/22/20213/9/2027Adj. 1M SOFR Term + 8.00%13.47%N/A
Senior Debt 392MultifamilyTexas16,45316,45310/6/202110/9/2026Adj. 1M SOFR Term + 3.75%9.22%76.9%
Senior Debt 402MultifamilyPennsylvania47,98447,9019/10/202110/9/2026Adj. 1M SOFR Term + 3.15%8.62%71.0%
Senior Debt 412MultifamilySouth Carolina41,65041,6509/2/20219/9/2025Adj. 1M SOFR Term + 3.40%8.87%79.9%
Senior Debt 423MultifamilyTexas34,76034,7139/20/202110/9/2024Adj. 1M SOFR Term + 3.64%9.11%66.0%
Senior Debt 432MultifamilyOregon8,5008,4899/8/20219/9/2026Adj. 1M SOFR Term + 3.75%9.22%79.4%
Senior Debt 442MultifamilyTexas14,89014,8909/9/20219/9/2026Adj. 1M SOFR Term + 3.15%8.62%79.8%
Senior Debt 452MultifamilySouth Carolina69,50069,3129/20/202110/9/2026Adj. 1M SOFR Term + 3.25%8.72%77.1%
Senior Debt 462MultifamilyGeorgia11,32511,3069/22/202110/9/2026Adj. 1M SOFR Term + 3.75%9.22%70.0%
Senior Debt 472MultifamilyTexas27,19927,1609/30/202110/9/2026Adj. 1M SOFR Term + 3.20%8.67%77.3%
Senior Debt 482HospitalityTexas17,12217,1229/30/202110/9/2026Adj. 1M SOFR Term + 5.25%10.72%61.0%
Senior Debt 492MultifamilyTexas56,15056,0719/30/202110/9/2026Adj. 1M SOFR Term + 3.10%8.57%78.9%
Senior Debt 502MultifamilyTexas38,24238,11610/14/202111/9/2026Adj. 1M SOFR Term + 2.90%8.37%72.2%
Senior Debt 513MultifamilyTexas55,39455,39411/23/20211/9/2027Adj. 1M SOFR Term + 3.10%8.57%67.2%
Senior Debt 523MultifamilyArizona38,15338,10111/16/202112/9/2026Adj. 1M SOFR Term + 2.90%8.37%72.0%
Senior Debt 532MultifamilyTexas68,16568,16510/29/202111/9/2026Adj. 1M SOFR Term + 2.85%8.32%70.6%
Senior Debt 542MultifamilyTexas32,56732,51011/23/202112/9/2026Adj. 1M SOFR Term + 3.25%8.72%80.0%
Senior Debt 552MultifamilySouth Carolina61,60061,60011/10/202111/9/2026Adj. 1M SOFR Term + 3.35%8.82%78.0%
Senior Debt 562MultifamilyTexas44,98744,98711/16/202112/9/2026Adj. 1M SOFR Term + 3.00%8.47%74.8%
Senior Debt 572MultifamilyTexas47,14747,01911/9/202111/9/2026Adj. 1M SOFR Term + 2.75%8.22%68.1%
Senior Debt 582MultifamilyNew Jersey86,00085,9592/25/20223/9/20261M SOFR Term + 3.24%8.59%60.0%
Senior Debt 593Manufactured HousingGeorgia6,7006,68812/13/202112/9/2026Adj. 1M SOFR Term + 4.50%9.97%77.9%
Senior Debt 602MultifamilyTexas58,68058,67712/10/20211/9/2027Adj. 1M SOFR Term + 3.45%8.92%74.8%
Senior Debt 612MultifamilyGeorgia26,06826,06811/30/20213/9/2024Adj. 1M SOFR Term + 2.90%8.37%72.1%
Senior Debt 622MultifamilyKentucky14,93314,90511/19/202112/9/2026Adj. 1M SOFR Term + 3.20%8.67%62.4%
Senior Debt 632MultifamilyTexas38,28338,21911/22/202112/9/2026Adj. 1M SOFR Term + 3.00%8.47%73.3%
Senior Debt 644MultifamilyTexas42,23542,23411/18/20211/9/2027Adj. 1M SOFR Term + 2.90%8.37%71.7%
Senior Debt 653MultifamilyTexas69,41569,41511/30/202112/9/2026Adj. 1M SOFR Term + 2.88%8.35%74.8%
Senior Debt 662MultifamilyTexas66,74266,74211/30/202112/9/2026Adj. 1M SOFR Term + 2.88%8.35%75.5%
Senior Debt 672MultifamilyTexas17,14517,14412/30/20211/9/20271M SOFR Term + 3.50%8.85%71.7%
Senior Debt 683MultifamilyMichigan59,23259,17512/9/202112/9/2026Adj. 1M SOFR Term + 2.75%8.22%73.9%
Senior Debt 693MultifamilyPennsylvania22,24022,23912/16/20211/9/20271M SOFR Term + 2.96%8.31%79.4%
Senior Debt 703MultifamilyTexas25,24125,19512/16/20211/9/20271M SOFR Term + 2.96%8.31%72.9%
43

Table of Contents
Loan TypeProperty TypePar Value
Interest Rate (1)
Effective Yield
Loan to Value (2)
Senior 51Retail7,500 1M LIBOR + 5.25%6.73%70.5%
Senior 52Office62,040 1M LIBOR + 4.50%5.98%69.2%
Senior 53Multifamily39,033 1M LIBOR + 4.50%5.98%73.8%
Senior 54Hospitality8,875 1M LIBOR + 6.20%7.68%67.7%
Senior 55Office25,120 1M LIBOR + 4.15%5.63%69.5%
Senior 56Multifamily34,875 1M LIBOR + 3.80%5.28%71.2%
Senior 57Multifamily81,000 1M LIBOR + 7.00%8.48%69.4%
Senior 58Office29,800 1M LIBOR + 7.00%8.48%69.0%
Senior 59Hospitality10,600 1M LIBOR + 5.00%6.48%61.6%
Senior 60Office20,000 1M LIBOR + 4.25%5.73%68.6%
Senior 61Hospitality7,700 1M LIBOR + 5.75%7.23%77.0%
Senior 62Hospitality57,075 1M LIBOR + 5.75%7.23%51.8%
Senior 63Hospitality18,0005.75%5.75%52.9%
Mezzanine 1Multifamily4,00012.00%12.00%74.5%
Mezzanine 2Office7,00012.00%12.00%78.3%
Mezzanine 3Multifamily3,4809.50%9.50%84.3%
Mezzanine 4Office10,00010.00%10.00%78.7%
Mezzanine 5Multifamily3,000 1M LIBOR + 13.00%14.48%77.7%
Mezzanine 6Multifamily8,000 1M LIBOR + 13.00%14.48%76.4%
  $1,407,718 6.71%70.0%
Loan Type
Risk Rating (1)
Property TypeStatePar ValueAmortized
Cost
Origination Date (2)
Fully Extended Maturity (3)
Interest Rate (4) (5)
Effective Yield (6)
Loan to Value (7)
Senior Debt 712MultifamilyTexas32,42832,42512/16/20211/9/20271M SOFR Term + 3.20%8.55%74.2%
Senior Debt 722MultifamilyFlorida78,41678,16712/21/20211/9/20271M SOFR Term + 3.45%8.80%78.8%
Senior Debt 732MultifamilyNorth Carolina81,24781,16412/15/20211/9/20271M SOFR Term + 3.21%8.56%76.1%
Senior Debt 742MultifamilyNorth Carolina24,00023,99912/17/20211/9/20271M SOFR Term + 3.10%8.45%72.7%
Senior Debt 752RetailNew York31,00030,94612/23/20211/9/20271M SOFR Term + 3.29%8.64%42.5%
Senior Debt 763MultifamilyTexas38,51138,5115/12/20228/9/20271M SOFR Term + 3.55%8.90%66.2%
Senior Debt 772MultifamilyGeorgia23,85523,8481/28/20222/9/20271M SOFR Term + 2.95%8.30%65.6%
Senior Debt 782MultifamilyNorth Carolina11,10011,0971/14/20222/9/20271M SOFR Term + 3.30%8.65%75.7%
Senior Debt 793MultifamilyTexas47,44447,44212/21/20211/9/20271M SOFR Term + 2.86%8.21%68.2%
Senior Debt 802MultifamilyTexas36,82436,82112/22/20211/9/20271M SOFR Term + 2.86%8.21%69.7%
Senior Debt 812HospitalityNorth Carolina10,50410,4811/19/20222/9/20271M SOFR Term + 5.30%10.65%68.2%
Senior Debt 822MultifamilyFlorida82,00081,9892/10/20222/9/20271M SOFR Term + 3.20%8.55%74.5%
Senior Debt 832IndustrialArizona55,00054,9733/15/20223/9/20271M SOFR Term + 3.50%8.85%70.1%
Senior Debt 842MultifamilyTexas39,86439,8433/14/20223/9/20271M SOFR Term + 3.10%8.45%74.1%
Senior Debt 852MultifamilyArizona35,22035,2023/2/20223/9/20271M SOFR Term + 2.95%8.30%63.1%
Senior Debt 862Mixed UseNew York19,00018,9913/7/20223/9/20261M SOFR Term + 3.42%8.78%65.1%
Senior Debt 872MultifamilyNorth Carolina85,50085,4802/24/20223/9/20271M SOFR Term + 3.15%8.50%69.6%
Senior Debt 882MultifamilyNorth Carolina31,90031,8883/29/20224/9/20271M SOFR Term + 3.30%8.65%76.9%
Senior Debt 892HospitalityColorado30,02129,7415/20/20226/9/20271M SOFR Term + 7.05%12.40%N/A
Senior Debt 902MultifamilyTexas13,55812,6917/20/20224/9/20271M SOFR Term + 6.75%12.10%N/A
Senior Debt 912HospitalityGeorgia43,45743,4573/30/20224/9/20271M SOFR Term + 4.90%10.25%61.1%
Senior Debt 922HospitalityNew York15,63415,56811/8/202211/9/20271M SOFR Term + 5.34%10.69%57.7%
Senior Debt 933MultifamilyNevada35,94935,9496/3/20226/9/20271M SOFR Term + 6.05%11.40%62.4%
Senior Debt 943MultifamilyVirginia56,61656,4794/29/20225/9/20271M SOFR Term + 3.95%9.30%73.2%
Senior Debt 953MultifamilyTexas29,90529,81610/21/202211/9/20271M SOFR Term + 4.00%9.35%70.9%
Senior Debt 962MultifamilyNorth Carolina56,85956,8068/23/20229/9/20271M SOFR Term + 6.70%12.05%46.5%
Senior Debt 972MultifamilyTexas12,53612,5235/2/20225/9/20271M SOFR Term + 3.55%8.90%67.7%
Senior Debt 982IndustrialFlorida18,72418,6739/13/20229/9/20271M SOFR Term + 4.90%10.25%64.6%
Senior Debt 992MultifamilyTennessee19,89919,8755/18/20226/9/20271M SOFR Term + 3.50%8.85%64.5%
Senior Debt 1003MultifamilyTexas28,97928,9365/26/20226/9/20271M SOFR Term + 3.65%9.00%71.0%
Senior Debt 1013MultifamilyTexas17,33017,3035/26/20226/9/20271M SOFR Term + 3.65%9.00%73.9%
Senior Debt 1022MultifamilyGeorgia70,75070,6735/18/20226/9/20271M SOFR Term + 3.80%9.15%77.9%
Senior Debt 1034MultifamilyNorth Carolina83,91483,8106/1/20226/9/20271M SOFR Term + 3.95%9.30%71.8%
Senior Debt 1043MultifamilyNorth Carolina45,46945,4146/1/20226/9/20271M SOFR Term + 3.95%9.30%75.9%
Senior Debt 1054MultifamilyNorth Carolina58,00357,9306/1/20226/9/20271M SOFR Term + 3.95%9.30%73.7%
Senior Debt 1063MultifamilyNorth Carolina20,71620,6886/1/20226/9/20271M SOFR Term + 3.95%9.30%75.1%
________________________
44

Table of Contents
Loan Type
Risk Rating (1)
Property TypeStatePar ValueAmortized
Cost
Origination Date (2)
Fully Extended Maturity (3)
Interest Rate (4) (5)
Effective Yield (6)
Loan to Value (7)
Senior Debt 1072MultifamilyVarious146,810146,6086/1/20226/9/20271M SOFR Term + 3.95%9.30%67.8%
Senior Debt 1082MultifamilyKentucky56,00055,9386/1/20226/9/20271M SOFR Term + 3.80%9.15%73.8%
Senior Debt 1092MultifamilyNorth Carolina11,67511,66111/3/202211/9/20271M SOFR Term + 4.45%9.80%74.8%
Senior Debt 1102MultifamilyGeorgia70,75070,5696/14/20226/9/20271M SOFR Term + 3.45%8.80%71.6%
Senior Debt 1112HospitalityDistrict of Columbia39,52539,3468/2/20228/9/20271M SOFR Term + 6.94%12.29%71.2%
Senior Debt 112 (8)
2MultifamilyPennsylvania2/17/20239/9/20261M SOFR Term + 6.31%11.66%N/A
Senior Debt 1132HospitalityAlabama16,27016,2499/20/202210/9/20271M SOFR Term + 5.75%11.10%62.1%
Senior Debt 1142Manufactured HousingFlorida11,61711,5879/13/20229/9/20271M SOFR Term + 4.75%10.10%53.8%
Senior Debt 115 (8)
2HospitalityTexas1/31/202311/9/20271M SOFR Term + 7.50%12.85%6.2%
Senior Debt 1162MultifamilyNorth Carolina48,76448,68412/29/20221/9/20281M SOFR Term + 4.20%9.55%70.1%
Senior Debt 1172MultifamilySouth Carolina51,00050,87512/2/202212/9/20271M SOFR Term + 3.75%9.10%64.6%
Senior Debt 1182MultifamilySouth Carolina14,63514,59412/16/20221/9/20271M SOFR Term + 4.25%9.60%68.1%
Senior Debt 1192HospitalityNorth Carolina28,30028,29712/15/20221/9/20251M SOFR Term + 5.25%10.60%54.9%
Senior Debt 1202MultifamilyArizona55,50055,3534/10/20234/9/20261M SOFR Term + 3.85%9.20%44.7%
Senior Debt 1212HospitalityFlorida10,50010,4654/4/20234/9/20281M SOFR Term + 5.50%10.85%39.6%
Senior Debt 1222HospitalityVarious120,000119,5592/9/20232/9/20281M SOFR Term + 4.90%10.25%53.6%
Senior Debt 1232MultifamilyFlorida64,50064,3884/19/20235/9/20251M SOFR Term + 5.00%10.35%62.3%
Senior Debt 1242HospitalityNew York39,54939,6614/17/202312/27/20241M SOFR Term + 3.75%9.10%39.1%
Senior Debt 1252MultifamilyDistrict of Columbia21,70021,6166/30/20237/9/20271M SOFR Term + 3.95%9.30%29.4%
Senior Debt 1262Manufactured HousingFlorida21,44921,2967/28/20238/9/20281M SOFR Term + 4.25%9.60%43.2%
Senior Debt 1272MultifamilyNew York19,79319,8816/28/20237/9/20284.75%4.75%85.7%
Senior Debt 1282MultifamilyTexas78,99678,6648/1/20238/9/20281M SOFR Term + 3.20%8.55%58.7%
Senior Debt 1292HospitalityFlorida23,00022,8618/10/20238/9/20281M SOFR Term + 5.45%10.80%72.8%
Senior Debt 1302HospitalityGeorgia12,42012,3228/17/20239/9/20281M SOFR Term + 4.85%10.20%53.5%
Senior Debt 1312MultifamilyTexas38,75038,57210/18/202311/9/20261M SOFR Term + 4.50%9.85%62.4%
Senior Debt 1322HospitalityFlorida31,30031,07810/17/202311/9/20281M SOFR Term + 4.25%9.60%48.9%
Senior Debt 1332MultifamilyTexas42,75042,55510/17/202311/9/20261M SOFR Term + 3.85%9.20%61.4%
Senior Debt 1342MultifamilyTexas17,11916,96610/12/202310/9/20281M SOFR Term + 3.20%8.55%55.1%
Senior Debt 1352MultifamilyTexas21,00020,88712/6/202312/9/20261M SOFR Term + 3.75%9.10%63.6%
Senior Debt 1362HospitalityTennessee41,07140,85511/14/202312/9/20281M SOFR Term + 3.65%9.00%50.0%
Senior Debt 1372HospitalityNevada25,75025,59512/15/20231/9/20281M SOFR Term + 3.95%9.30%42.4%
Senior Debt 1383HospitalityIllinois16,56616,56312/4/201710/6/20255.99%5.99%52.9%
Mezzanine Loan 12RetailNew York3,0002,99412/23/20211/9/20271M SOFR Term + 12.00%17.35%46.6%
Mezzanine Loan 22Mixed UseNew York1,0001,0003/7/20223/9/20261M SOFR Term + 11.00%16.35%68.5%
Mezzanine Loan 32HospitalityNew York1,3501,34611/8/202211/9/20271M SOFR Term + 9.25%14.60%64.6%
Mezzanine Loan 4 (8)
2HospitalityTexas1/31/202311/9/20271M SOFR Term + 10.00%15.35%6.2%
Mezzanine Loan 53MultifamilyOhio2,3782,3783/9/20239/9/20251M SOFR Term + 4.50%9.85%58.2%
45

Loan Type
Risk Rating (1)
Property TypeStatePar ValueAmortized
Cost
Origination Date (2)
Fully Extended Maturity (3)
Interest Rate (4) (5)
Effective Yield (6)
Loan to Value (7)
Mezzanine Loan 62MultifamilyDistrict of Columbia11,70011,6556/30/20237/9/20271M SOFR Term + 3.95%9.30%45.2%
$5,045,036$5,036,9429.18%65.4%
_______________________
(1) For a discussion of risk ratings, see Note 3 - Commercial Mortgage Loans in our Consolidated Financial Statements included in this Form 10-K.
(2) Date loan was originated or acquired by us. The origination or acquisition date is not updated for subsequent loan modifications.
(3) Fully extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.
(4) Our floating rate loan agreements generally contain the contractual obligation for the borrower to maintain an interest rate cap to protect against rising interest rates. In a simple interest rate cap, the borrower pays a premium for a notional principal amount based on a capped interest rate (the “cap rate”). When the floating rate exceeds the cap rate, the borrower receives a payment from the cap counterparty equal to the difference between the floating rate and the cap rate on the same notional principal amount for a specified period of time. When interest rates rise, the value of an interest rate cap will increase, thereby reducing the borrower's exposure to rising interest rates.
(2) Loan(5) On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors would cease to be published or no longer be representative. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. The benchmark index of LIBOR interest rate will convert from LIBOR to compounded SOFR, plus a benchmark adjustment of 11.448 basis points. As of December 31, 2023, all of our commercial mortgage loans, held for investment which had been indexed at LIBOR were converted to SOFR utilizing the 11.448 basis points adjustment and the applicable spreads remain unchanged. The loans which have the SOFR adjustment are indicated with "Adj. 1M SOFR Term."
(6) Effective yield is calculated as the spread of the loan plus the greater of the applicable index or index floor.
(7) Loan-to-value percentage ("LTV") represents the ratio of the loan amount to the appraised value percentageof the property at the time of origination. However, for predevelopment construction loans at origination, LTV is from metrics at origination.not applicable and is therefore nil.

(8) Commitment on the loan was unfunded as of December 31, 2023.
The following table shows selected data from our commercial mortgage loans, held-for-sale, measured at fair value.
Loan TypeProperty TypePar ValueInterest RateEffective Yield
Loan to Value (1)
TRS Senior 1 Multifamily$7,2004.87%4.9%49.7%
TRS Senior 2 Multifamily6,3314.95%5.0%65.0%
TRS Senior 3 Multifamily15,0005.00%5.0%67.6%
  $28,531 n/m60.8%
________________________
(1)Loan to value percentage is from metrics at origination.
n/m - not meaningful.

Results of Operations
Comparison of the Year Ended December 31, 2017 to the Year Ended December 31, 2016
We conduct our business through the following segments:
The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participationsowned, held for investment assets in such loans.
The real estate securities business focuses on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.
The conduit business operated through the Company's TRS, which is focused on generating superior risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit. .

Net Interest Income
Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt and real estate securities segments.
The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the years ended December 31, 2017 and 2016 (dollars in thousands):
  Years Ended December 31,
  2017 2016
  
Average Carrying Value(1)
 
Interest Income/Expense(2)
 
WA Yield/Financing Cost(3)(4)
 
Average Carrying Value(1)
 
Interest Income/Expense(2)
 
WA Yield/Financing Cost(3)(4)
Interest-earning assets:            
Real estate debt $1,231,824
 $88,213
 7.2% $1,123,992
 $73,884
 6.6%
Real estate securities 19,016
 1,351
 7.1% 109,035
 5,520
 5.1%
Total $1,250,840
 $89,564
 7.2% $1,233,027
 $79,404
 6.4%
Interest-bearing liabilities:            
Repurchase Agreements - commercial mortgage loans $300,199
 $14,142
 4.7% $250,788
 $12,079
 4.8%
Other financing - commercial mortgage loans 20,086
 1,213
 6.0% 
 
 n/a
Repurchase Agreements - real estate securities 50,379
 1,499
 3.0% 106,086
 2,450
 2.3%
Collateralized loan obligations 406,262
 15,385
 3.8% 286,936
 8,640
 3.0%
Derivative instruments 
 120
 n/a
 
 
 n/a
Total $776,926
 $32,359
 4.2% $643,810
 $23,169
 3.6%
Net interest income/spread   $57,205
 3.0%   $56,235
 2.8%
Average leverage %(5)
 62.1%     52.2%    
Weighted average levered yield(6)
     9.1%   

 7.9%
________________________
(1) Based on amortized cost for real estate debt and real estate securities and principal amount for repurchase agreements. Amounts are calculated based on daily averages for year ended December 31, 2017 and quarterly averages for the year ended December 31, 2016, respectively.
(2) Includes the effect of amortization of premium or accretion of discount and deferred fees.
(3) Calculated as interest income or expense divided by average carrying value.
(4) Annualized.
(5) Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.
(6) Calculated by taking the sum of (i) the net interest spread multiplied by the average leverage and (ii) the weighted average yield on interest-earning assets.
Interest income
Interest income for the years ended December 31, 2017 and 2016 totaled $89.6 million and $79.4 million, respectively. As of December 31, 2017, our portfolio consisted of 69 loans and no investments in CMBS. The main driver in the increase in interest income was due to an increase in the 1 Month LIBOR, the benchmark for our loans. As of December 31, 2017, our loans had an average carrying value of $1,231.8 million and our CMBS investments had an average carrying value of $19.0 million, while as of December 31, 2016, our loans had an average carrying value of $1,124.0 million and our CMBS investments had an average carrying value of $109.0 million. 2023 (dollars in thousands):
TypeAcquisition DatePrimary Location(s)Property TypeReal Estate Owned, NetIntangible Lease Asset, NetTotal
Real Estate Owned 1September 2021Jeffersonville, GAIndustrial$85,444 $42,713 $128,157 
Real Estate Owned 2August 2023Portland, OROffice18,531 — 18,531 
Real Estate Owned 3October 2023Lubbock, TXMultifamily11,855 80 11,935 
$115,830 $42,793 $158,623 
The decrease in the average carrying value of our CMBS portfolio was offset by an increase in asset yields of 80 basis points, primarily due to an increase in the 1 Month LIBOR.
Interest expense
Interest expense for the year ended December 31, 2017 increased to $32.4 million compared to interest expense for year ended December 31, 2016 of $23.2 million, primarily due to increase in average borrowings of approximately $133.1 million year over year, of which approximately $202.3 million is an increase due to the issuance of two CLOs issued in 2017. During the years ended December 31, 2017 and 2016, our total average borrowings outstanding were $776.9 million and $643.8 million, respectively. The increase in interest expense also equates to a 50 basis points increase in rates on interest-bearing liabilities primarily due to increases in the 1 Month LIBOR, the benchmark index for our financing lines.

Expensesfollowing table shows selected data from operations
Expenses from operations for the years ended December 31, 2017 and 2016 were made up of the following (in thousands):
  Year Ended December 31,
  2017 2016
Asset management and subordinated performance fee $9,273
 $9,504
Administrative services expenses 6,765
 4,376
Acquisition fees and acquisition expenses 4,197
 806
Professional fees 5,444
 5,467
Other expenses 3,837
 2,336
Total expenses from operations $29,516
 $22,489

The increase in our expenses from operations was primarily related to administrative services expenses, acquisition fees and acquisition expenses, and other expenses. During the years ended December 31, 2017 and 2016, we incurred asset management and subordinated performance fees of $9.3 million and $9.5 million, respectively. The entire $9.3 million in the asset management and subordinated performance fee line is composed of asset management fees, as there was no subordinated performance fee for 2017 due to applicable conditions not having been satisfied. For the year ended December 31, 2017, we have incurred approximately $6.8 million of administrative service expenses related to general and administrative expense reimbursement, of which the full amount was attributable to our Advisor. Additionally, we incurred approximately $3.2 million more in acquisition fees during the year ended December 31, 2017 compared to December 31, 2016 primarily due to the fact that we had nominal origination activity in 2016.
Comparison of the Year Ended December 31, 2016 to the Year Ended December 31, 2015
Net Interest Income
Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt and real estate securities segments.
The following table presents the average balance of interest-earningowned, held for sale assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the years ended December 31, 2016 and 2015 (dollars in thousands):
  Years Ended December 31,
  2016 2015
  
Average Carrying Value(1)
 
Interest Income/Expense(2)
 
WA Yield/Financing Cost(3)(4)
 
Average Carrying Value(1)
 
Interest Income/Expense(2)
 
WA Yield/Financing Cost(3)(4)
Interest-earning assets:            
Real estate debt $1,123,992
 $73,884
 6.6% $719,206
 $56,040
 7.8%
Real estate securities 109,035
 5,520
 5.1% 84,803
 3,353
 4.0%
Total 1,233,027
 79,404
 6.4% 804,009
 59,393
 7.4%
Interest-bearing liabilities:            
Repurchase Agreements - Loans 250,788
 12,079
 4.8% 262,727
 9,543
 3.6%
Repurchase Agreements - Securities 106,086
 2,450
 2.3% 63,687
 1,119
 1.8%
Collateralized loan obligations 286,936
 8,640
 3.0% 58,223
 1,606
 2.8%
Total 643,810
 23,169
 3.6% 384,637
 12,268
 3.2%
Net interest income/spread   $56,235
 2.8%   $47,125
 4.2%
Average leverage %(5)
 52.2%     47.8%    
Weighted average levered yield(6)
     7.9%     9.4%
________________________
(1) Based on amortized cost for real estate debt and real estate securities and principal amount for repurchase agreements. All amounts are calculated based on quarterly averages for years ended December 31, 2016 and 2015.
(2) Includes the effect of amortization of premium or accretion of discount and deferred fees.
(3) Calculated as interest income or expense divided by average carrying value.
(4) Annualized.

(5) Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.
(6) Calculated by taking the sum of (i) the net interest spread multiplied by the average leverage and (ii) the weighted average yield on interest-earning assets.
Interest income
Interest income for the years ended December 31, 2016 and 2015 totaled $79.4 million and $59.4 million, respectively. As of December 31, 2016, our portfolio consisted of 71 Loans and 6 investments in CMBS. The main driver in the increase in interest income was the increase in the average carrying value of our portfolio due to investing capital raised through the Offering into real estate debt. As of December 31, 2016, our Loans had an average carrying value of $1,124.0 million and our CMBS investments had an average carrying value of $109.0 million, while as of December 31, 2015, the Loans had an average carrying2023 (dollars in thousands):
TypeAcquisition DatePrimary Location(s)Property TypeAssets, NetLiabilities, Net
Real Estate Owned, held for sale 1VariousVariousRetail$103,657 $12,297 
The following table shows selected data from our real estate securities, CRE CLO bonds, measured at fair value as of $719.2 million and our CMBS investments had an average carrying value of $84.8 million. The increase in the average carrying value of our portfolio was offset by a decrease in asset yields of 100 basis point due to a shift in the composition of the portfolio predominately to lower yielding senior loans over the course of 2015 and into 2016.
Interest expense
Interest expense for the year ended December 31, 2016 increased to $23.2 million compared to interest expense for the year ended December 31, 20152023 (dollars in thousands):
Type Interest RateMaturityPar ValueFair ValueEffective Yield
CRE CLO bond 11 month SOFR + 2.78%8/19/2035$30,000 $30,040 8.14%
CRE CLO bond 21 month SOFR + 3.23%8/19/203525,000 24,637 8.59%
CRE CLO bond 31 month SOFR + 2.90%10/19/203928,340 28,310 8.30%
CRE CLO bond 41 month SOFR + 3.20%5/25/203850,000 49,875 8.55%
CRE CLO bond 51 month SOFR + 2.37%4/16/202845,000 44,911 7.72%
CRE CLO bond 61 month SOFR + 2.27%9/19/203853,000 52,827 7.63%
CRE CLO bond 71 month SOFR + 3.10%9/19/203812,000 11,969 8.46%
$243,340 $242,569 8.12%
46

Table of $12.3 million, primarily due to increase in average borrowings of approximately $259.2 million year over year and payment of various extension fees on the Repo Facilities, of which approximately $287.5 million is an increase due to the issuance of a CLO issued on October 19, 2015. During the years ended December 31, 2016 and 2015, our total average borrowing outstanding was $643.8 million and $384.6 million, respectively. The increase in interest expense also equates to a 40 basis points increase in rates on interest-bearing liabilities due to the extension fees paid to our borrowers on the Repo Facilities and increases in LIBOR index rate during the year.Contents
Expenses from operations
Expenses from operations for the years ended December 31, 2016 and 2015 were made up of the following (in thousands):
  Year Ended December 31,
  2016 2015
Asset management and subordinated performance fee $9,504
 $7,615
Acquisition fees and acquisition expenses 806
 7,916
Administrative services expenses (1)
 4,376
 644
Professional fees 5,467
 4,353
Other expenses (2)
 2,336
 1,346
Total expenses from operations $22,489
 $21,874
________________________
(1) During the years ended December 31, 2015, the Company previously reported Administrative services expenses within the Professional fees line. For the year ended December 31, 2016 the amounts are presented separately and the change was applied retrospectively.
(2) Other expenses include board of directors and insurance expenses.
The increase in our expenses from operations was primarily related to asset management, administrative services expenses, other expenses and professional fees. During the years ended December 31, 2016 and 2015, we incurred asset management and subordinated performance fees of $9.5 million and $7.6 million, respectively, an increase of $1.9 million due to incurring a full year of asset management fees for the year ended December 31, 2016 as there was no waiver of asset management fee during 2016 as was the case for 2015. The entire $9.5 million in the asset management and subordinated performance fee line is composed of asset management fees, as there was no subordinated performance fee for 2016 due to applicable conditions not having been satisfied. Additionally, we have incurred approximately $4.4 million of administrative service expenses for the year ended December 31, 2016, related to general and administrative expense reimbursement, of which approximately $1.0 million and $3.4 million was attributable to our Advisor and the Former Advisor, respectively. Additionally, we have incurred approximately $1.1 million more in professional fees during year ended December 31, 2016 compared to December 31, 2015 due to an increase in consulting and legal fees, slightly offset by a decrease in audit fees.

Liquidity and Capital Resources
Overview
Our expected material cash requirements over the next twelve months and thereafter are composed of (i) contractually obligated payments, including payments of principal demands for cash will be fundingand interest and contractually-obligated fundings on our loan investments, payment of fees and reimbursements owed to the Advisor, the payment of ourloans; (ii) other essential expenditures, including operating and administrative expenses continuingand dividends paid in accordance with REIT distribution requirements; and (iii) opportunistic investments, including new loans.
Our contractually obligated payments primarily consist of payment obligations under the debt service obligationsfinancing arrangements which are set forth below, and distributionsincluded in the table under Contractual Obligations and Commitments.
We may from time to time purchase or retire outstanding debt securities and repurchase or redeem our stockholders. equity securities. Such purchases, if any, will depend on prevailing market conditions, liquidity requirements and other factors.
We currentlyclosely monitor our liquidity position and believe that we have sufficient current liquidity and capital resourcesaccess to additional liquidity to meet our financial obligations for the next 12 months and beyond.
Debt-to-Equity Ratio and Total Leverage Ratio
The following table presents our debt-to-equity and total leverage ratios:
December 31, 2023December 31, 2022
Net debt-to-equity ratio(1)
2.3x2.5x
Total leverage ratio(2)
2.5x2.6x
________________________
(1) Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, repurchase agreements - commercial mortgage loans, repurchase agreements - real estate securities, asset-specific financing arrangements, and unsecured debt, less cash and cash equivalents, to (ii) total equity and total redeemable convertible preferred stock, at period end. Recourse net debt-to-equity ratio was 0.2x and 0.7x as of December 31, 2023 and December 31, 2022, respectively.
(2)Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, repurchase agreements - commercial mortgage loans, repurchase agreements - real estate securities, asset-specific financing arrangements, and unsecured debt, to (ii) total equity and total redeemable convertible preferred stock, at period end. Recourse leverage ratio was 0.4x and 0.8x as of December 31, 2023 and December 31, 2022, respectively.
Sources of Liquidity
Our primary sources of liquidity include unrestricted cash, capacity in our collateralized loan obligations available for all anticipated uses, includingreinvestment, and funds available and in progress on financing lines.
Our current sources of near-term liquidity as of December 31, 2023 and December 31, 2022 are set forth in the origination offollowing table (dollars in millions):
December 31, 2023December 31, 2022
Unrestricted cash$338 $179 
CLO reinvestment available(1)
55 16 
Financings available & in progress(2)
1,131 822 
Total$1,524 $1,017 
________________________
(1) See discussion below for further information on the Company's collateralized loan investments, required debt service and the payment ofobligations.
(2) Represents cash dividends.

available to invest at a market advance rate utilizing available capacity on financing lines.
We expect to use additional debt and equity financing as a source of capital. Our board of directors currently intends to operate at a leverage level of between one to three times book value of equity. However, our board of directors may change this target without shareholder approval. We anticipate that adequateour debt and equity financing sources and our anticipated cash will be generated from operations will be adequate to fund our operatinganticipated uses of capital.
We have an effective shelf registration statement for offerings of equity securities that is not limited on the amount of securities we may issue. We also have authorized an at-the-market sales program ("ATM") pursuant to which we may sell up to $200 million of shares of our common stock from time to time. We have not sold any shares of common stock under the ATM to date. We also may access liquidity through our dividend reinvestment and administrative expenses, continuing debt service obligations and the paymentstock purchase plan ("DRIP"), which includes a direct stock purchase option.
47

In addition to our current mix of financing sources, we may also access additional forms of financings, including credit facilities, securitizations, public and private, secured and unsecured debt issuances by usthe Company or ourits subsidiaries, or through capital recycling initiatives whereby we sell certain assets in our portfolio and reinvest the proceeds in assets with more attractive risk-adjusted returns.
Repurchase Agreements, Commercial Mortgage LoansCollateralized Loan Obligations
AsDuring the year ended December 31, 2023, the Company raised $896.6 million through the issuance of BSPRT 2023-FL10 Issuer, LLC. Additionally, as of December 31, 2017, we have repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility"), Goldman Sachs Bank USA (the "GS Repo Facility"), U.S Bank National Association (the "USB Repo Facility"), Barclays Bank PLC (the "Barclays Facility")2023, the Company had $54.5 million of reinvestment capital available across all outstanding collateralized loan obligations. The following table shows the par value outstanding for each CLO and Credit Suisse AG (the "CS Repo Facility" and together with JPM Repo Facility, GS Repo Facility, USB Repo Facility, and Barclays Facility, the "Repo Facilities").respective reinvestment end dates (dollars in millions):
The JPM Repo Facility has
CLO NameDebt AmountReinvestment End Date
2019-FL5 Issuer(1)
$— Ended
2021-FL6 Issuer$558.0 Ended
2021-FL7 Issuer$720.0 01/08/24
2022-FL8 Issuer$960.0 03/08/24
2022-FL9 Issuer$670.6 07/08/24
2023-FL10 Issuer$689.3 04/08/25
________________________
(1) On July 17, 2023, the Company called all of the outstanding notes issued by BSPRT 2019-FL5 Issuer, Ltd, a maturity date of June 12, 2019 plus a one-year extension at the Company's option and provides up to $300 million in advances. The GS Repo Facility has a maturity date of December 27, 2018 with a one-year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions, and provides up to $250 million in advances. The USB Repo Facility matures on June 15, 2020, with two one-year extensions at the option of anwholly owned indirect wholly-owned subsidiary of the Company,Company.
Repurchase Agreements and Revolving Credit Facilities ("Repo and Revolving Credit Facilities")
The Repo and Revolving Credit Facilities are financing sources through which may be exercised upon the satisfaction of certain conditions, and provides up to $100.0 million in advances. The CS Repo Facility matures on August 30, 2018 and provides up to $250.0 million in advances. Prior to the end of each calendar quarter, the Company may requestpledge one or more mortgage loans to the financing entity in exchange for funds typically at an extensionadvance rate that typically range between 60% to 75% of the termination date for an additional 364 days fromprincipal amount of the end of such calendar quarter subject to the satisfaction of certain conditions and approvals.mortgage loan being pledged.
We expect to use the advances from these Repo and Revolving Credit Facilities to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein.
As of December 31, 2017The Repo and December 31, 2016, there was $42.0 million and $257.7 million outstanding under the JPM Repo Facility, respectively. As of December 31, 2017, we had $13.5 million outstanding under the GS Repo Facility, $0.0 million outstanding under the USB Repo Facility and $10.1 million outstanding under the CS Repo Facility. The Company had no advances under the GS Repo Facility, no advances under the USB Repo Facility and no advances under the CS Repo Facility as of December 31, 2016.
The Company entered into the Barclays Facility on September 19, 2017.  The Barclays Facility provides for a senior secured $75.0 million revolving line of credit and bears interest at per annum rates equal to one of two base rates plus an applicable margin. The Barclays Facility has a maturity of September 19, 2019, subject to an extension term of one year, and provides for quarterly interest-only payments, with all principal and interest outstanding being due on the maturity date. The Company expects to use advances on the Barclays Facility to finance the origination of eligible loans, including first lien mortgage loans, junior mortgage loans, mezzanine loans, and participation interests therein.  As of December 31, 2017, the Company had no advances under the Barclays Facility.
The RepoRevolving Credit Facilities generally provide that in the event of a decrease in the value of the Company'sour collateral, the lenders can demand additional collateral. Should the value of the Company’sour collateral decrease as a result of deteriorating credit quality, resulting margin calls may cause an adverse change in the Company’sour liquidity position.
Other financing - Commercial Mortgage Loans
We entered into a financing arrangement with Pacific Western BankThe following tables summarize our Repo and Revolving Credit Facilities and our master repurchase agreements ("MRAs") for term financing ("PWB Financing") on May 17, 2017. The PWB Financing provided the Company with $36.2 million and is collateralized by a portfolio asset of $54.2 million. The PWB Financing initially matures on June 9, 2019, with two one-year extension option at the Company’s option. As ofyears ended December 31, 2017,2023, 2022, and 2021, respectively:
48



As of December 31, 2023
Amount OutstandingAverage Outstanding Balance
Q1Q2Q3Q4Q1Q2Q3Q4
Repurchase Agreements, Commercial Mortgage Loans$604,421 $695,039 $249,345 $299,707 $725,300 $796,659 $816,929 $278,168 
Repurchase Agreements, Real Estate Securities107,934 176,993 240,010 174,055 217,389 209,025 349,878 263,769 
Repurchase Agreements, Real Estate Securities held as trading121,000 113,000 — — 149,387 117,159 57 — 
Total$833,355 $985,032 $489,355 $473,762 $1,092,076 $1,122,843 $1,166,864 $541,937 
As of December 31, 2022
Amount OutstandingAverage Outstanding Balance
Q1Q2Q3Q4Q1Q2Q3Q4
Repurchase Agreements, Commercial Mortgage Loans$522,890 $832,034 $699,408 $680,859 $813,144 $834,337 $709,679 $729,329 
Repurchase Agreements, Real Estate Securities54,610 53,288 112,613 222,864 44,744 54,033 53,688 174,389 
Repurchase Agreements, Real Estate Securities held as trading1,659,931 240,000 225,000 217,144 3,055,413 1,818,495 230,011 220,102 
Total$2,237,431 $1,125,322 $1,037,021 $1,120,867 $3,913,301 $2,706,865 $993,378 $1,123,820 
As of December 31, 2021
Amount OutstandingAverage Outstanding Balance
Q1Q2Q3Q4Q1Q2Q3Q4
Repurchase Agreements, Commercial Mortgage Loans$152,925 $287,462 $550,156 $1,019,600 $340,485 $282,891 $331,871 $959,729 
Repurchase Agreements, Real Estate Securities88,272 46,510 46,531 34,311 123,322 57,301 46,527 37,735 
Repurchase Agreements, Real Estate Securities held as trading— — — 4,144,473 — — — 4,266,556 
Total$241,197 $333,972 $596,687 $5,198,384 $463,807 $340,192 $378,398 $5,264,020 
The use of our warehouse lines is dependent upon a number of factors including but not limited to: origination volume, loan repayments and prepayments, our use of other financing sources such as collateralized loan obligations, our liquidity needs and types of loan assets and underlying collateral that we had $26.2 millionhold.
During the twelve months ended December 31, 2023, the maximum monthly average outstanding under the PWB Financing.
CMBS Master Repurchase Agreements ("MRAs")
We entered into various MRAs that allow usbalance was $1.2 billion, of which $0.9 billion was related to sellrepurchase agreements on our commercial mortgage loans and $0.3 billion for repurchase agreements on our real estate securities while providing a fixedsecurities.
During the twelve months ended December 31, 2022, the maximum monthly average outstanding balance was $5.3 billion, of which $1.1 billion was related to repurchase priceagreements on our commercial mortgage loans and $4.2 billion for the samerepurchase agreements on our real estate securities insecurities.
During the future. The repurchase contracts on each security under an MRA generally mature in 30 to 90 days and terms are adjusted for current market rates as necessary. As oftwelve months ended December 31, 2017 and 2016, we entered into six MRAs,2021, the maximum monthly average outstanding balance was $5.8 billion, of which one$0.7 billion was related to repurchase agreements on our commercial mortgage loans and three were in use$5.1 billion for each respective periods presented, described below (in thousands):repurchase agreements on our real estate securities.

  Amount     Weighted Average
Counterparty Outstanding Accrued Interest 
Collateral Pledged(*)
 Interest Rate Days to Maturity
As of December 31, 2017          
J.P. Morgan Securities LLC $39,035
 $11
 $56,044
 3.32% 26
      Total $39,035
 $11
 $56,044
 3.32% 26
           
As of December 31, 2016          
J.P. Morgan Securities LLC $59,122
 $96
 $92,658
 2.55% 6
Citigroup Global Markets, Inc. 3,879
 1
 4,850
 2.11% 26
Wells Fargo Securities, LLC 3,638
 4
 4,850
 2.05% 13
      Total/Weighted Average $66,639
 $101
 $102,358
 2.50% 8
________________________
(*) Collateral includes $56.0 million and $53.3 million Tranche C of Company issued CLO held by the Company, which eliminates within the Real estate securities, at fair value line of the consolidated balance sheets as of December 31, 2017 and December 31, 2016, respectively.
Distributions
In order to maintain itsour election to qualify as a REIT, the Companywe must currently distribute, at a minimum, an amount equal to 90% of itsour taxable income, without regard to the deduction for distributions paid and excluding net capital gains. The Company must distribute 100% of its taxable income (including net capital gains) to avoid paying corporate U.S. federal income taxes.
In March 2016,
49

Distributions on our common stock are payable when declared by our board of directors.
Dividends payable on each share of Series H convertible preferred stock ("Series H Preferred Stock") is generally equal to the quarterly dividend that would have been paid had such share of preferred stock been converted to a share of common stock, except to the extent common stock dividends have been reduced below certain specified levels. To the extent dividends on shares of preferred stock are not authorized and declared by our board of directors and paid by the Company monthly, the dividend amounts will accrue.
Holders of shares of the Company's 7.50% Series E Cumulative Redeemable Preferred Stock ("Series E Preferred Stock") are entitled to receive, when, as and if authorized and declared ongoing monthly distributions at a rate equivalent to $2.0625 per annum, per share. In August 2017,by our board of directors authorized and declared ongoing monthly distributionsby the Company, out of funds legally available for the payment of dividends, cumulative cash dividends at athe rate equivalentof 7.50% of the $25.00 per share liquidation preference per annum (equivalent to $1.44$1.875 per annum per share.share).
The Company's distributions are payable byIn December 2023, the fifth day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The Company's board of directors declared the following: (i) a fourth quarter 2023 dividend of $0.355 per share on the Company's common stock (equivalent to $1.42 per annum), (ii) a fourth quarter 2023 dividend of $106.22 per share on the Company’s Series H Preferred Stock, and (iii) a fourth quarter 2023 dividend of $0.46875 per share on the Company’s Series E Preferred Stock, all of which were paid in January 2024 to holders of record as of December 31, 2023.
Under the Company's dividend reinvestment and direct stock purchase plan ("DRIP"), the Company may reduceelect to supply shares for reinvestment via newly issued shares of common stock under the amountDRIP or via shares of distributions paid or suspend distribution payments at any time, and therefore, distributions payments are not assured.
The below table showscommon stock acquired by the distributions paidDRIP administrator on shares outstanding duringthe open market. During the years ended December 31, 20172023, 2022 and 2016 (in thousands):
2021, the Company issued 61,866 shares, 72,764 shares and zero shares, respectively, of common stock under the dividend reinvestment component of DRIP.
Year Ended December 31, 2017

Payment Date
 Amount Paid in Cash Amount Issued under DRIP
January 3, 2017 $3,575
 $2,007
February 1, 2017 3,560
 1,957
March 1, 2017 3,231
 1,770
April 1, 2017 3,621
 1,926
May 1, 2017 3,536
 1,846
June 1, 2017 3,692
 1,887
July 3, 2017 3,607
 1,809
August 1, 2017 3,755
 1,854
September 1, 2017 2,580
 1,283
October 2, 2017 2,513
 1,232
November 1, 2017 2,615
 1,263
December 4, 2017 2,543
 1,217
Total $38,828
 $20,051

Year Ended December 31, 2016

Payment Date
 Amount Paid in Cash Amount Issued under DRIP
January 4, 2016
$3,225

$2,324
February 2, 2016
3,337

2,159
March 2, 2016
3,057

2,099
April 1, 2016
3,342

2,188
May 2, 2016
3,296

2,068
June 1, 2016
3,446

2,112
July 1, 2016
3,361

2,034
August 3, 2016
3,423

2,070
September 1, 2016
3,465

2,045
October 3, 2016
3,371

1,968
November 3, 2016
3,505

2,028
December 3, 2016
3,423

1,952
Total $40,251
 $25,047
The following table showsDuring the sources for the payment of distributions to common stockholders for the periods presented (in thousands):
 Year Ended December 31,
 2017 2016
Distributions:       
Cash distributions paid$38,828
   $40,251
  
Distributions reinvested20,051
   25,047
  
Total distributions$58,879
   $65,298
  
Source of distribution coverage:       
Cash flows provided by operations$8,354
 14.2% $35,024
 53.6%
Available cash on hand30,474
 51.8% 5,227
 8.0%
Common stock issued under DRIP20,051
 34.0% 25,047
 38.4%
Total sources of distributions$58,879
 100.0% $65,298
 100.0%
Cash flows provided by operations (GAAP)$8,354
   $35,024
  
Net income (GAAP)$33,779
   $29,990
  
The following table compares cumulative distributions paid to cumulative net income (in accordance with GAAP) for the period from November 15, 2012 (date of inception) through year ended December 31, 2017 (in thousands):2023 and 2022, the Company paid an aggregate of $118.0 million and $87.8 million, respectively, of common stock distributions.
  For the period from November 15, 2012 (date of inception) to December 31, 2017
Distributions paid:  
Common stockholders in cash $113,906
Common stockholders pursuant to DRIP / offering proceeds 70,475
Total distributions paid $184,381
Reconciliation of net income:  
Net interest income $174,578
Realized loss on sale of real estate securities (1,734)
Realized gain on sale of commercial mortgage loan 232
Acquisition fees and expenses (17,305)
Other operating expenses (66,094)
Net income $89,677
Cash flows provided by operations $72,272

Cash Flows
The following table sets forth changes in cash, cash equivalents and restricted cash for the years ended December 31, 2023 and 2022:
For the Year Ended December 31,
20232022
Cash Flows From Operating Activities$197,387 $152,515 
Cash Flows From Investing Activities380,807 3,097,265 
Cash Flows From Financing Activities(424,994)(3,227,492)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash$153,200 $22,288 
Cash Flows for the Year Ended December 31, 2017from Operating Activities
NetOur cash provided byflows from operating activities for the year endedDecember 31, 2017 was $8.4 million. Cash inflows were primarily driven by an increase in net income to $33.8of $144.5 million, offset by net cash outflowsproceeds of $24.0$19.5 million related to originations of and proceeds from sales of commercial mortgage loans, measured at fair value.value and $33.7 million related to provision for credit losses which is a non-cash transaction.
Net cash used in investing activities forDuring the year endedDecember 31, 2017 was $332.8 million. Cash outflows2022, cash flows from operating activities were primarily driven by the originationnet income of $14.2 million, net proceeds of $18.1 million related to originations and acquisition of $837.0 millionsales of commercial mortgage loans. Outflows were offsetloans, measured at fair value and $119.2 million related to trading losses on real estate securities.
Cash Flows from Investing Activities
Our cash flows from investing activities consisted of cash inflows primarily driven by proceeds from principal repayments of $381.9$1,065.5 million received on commercial mortgage loans, held for investment, proceeds received from the sale of real estate securities of $418.8 million, proceeds from the sale of other real estate investments of $39.8 million and $17.7 million received from principal collateral on mortgage investments. Inflows were partially offset by the origination and acquisition of $936.3 million of commercial mortgage loans, held for investment and the purchase of real estate securities for $223.8 million.
During the year ended December 31, 2022, cash inflows were primarily driven by proceeds from principal repayments of $1,258.4 million received on commercial mortgage loans, held for investment, proceeds received from the sale of real estate securities of $3,731.7 million, $545.4 million received from principal collateral on mortgage investments and proceeds from sale of commercial mortgage loans, held for sale, of $121.7$9.3 million. Inflows were partially offset by the origination and acquisition of $2,227.7 million of commercial mortgage loans, held for investment and the purchase of real estate securities for $220.6 million.
Net
50

Cash Flows from Financing Activities
Our cash provided byoutflows from financing activities for the year ended December 31, 2017 was $290.1 million. Cash inflows were primarily driven by proceeds of $700.9 million from issuance of two CLOs, BSPRT 2017-FL1 and BSPRT 2017-FL2. This was partially offset by cash outflows of $192.0 million from net repayments on the Repo Facilities, $27.6repurchase agreements for real estate securities, commercial mortgage loans and other financings of $266.0 million, from net payment on our CMBS MRAs, the payment of $38.8$381.2 million and $39.8 million, respectively, $144.3 million in cash distributions to stockholders, $20.5repayments on unsecured debt of $13.4 million, deferred financing cost payments of $12.9 million and $12.5 million of common stock repurchases and repaymentsrepurchases. Outflows were partially offset by net proceeds of $448.1 million received from repurchase agreements on CDOs of $143.1 millionCLOs.
Cash Flows for the Year Ended December 31, 2016
Net cash provided by operating activities forDuring the year ended December 31, 2016 was $35.0 million. Cash inflows were primarily driven by an increase in net income to $30.0 million.
Net2022, cash provided by investing activities for the year endedDecember 31, 2016 was $139.4 million. Cash inflows were primarily driven by proceeds from the sale of real estate securities of $79.1 million, proceeds from the sale of commercial mortgage loans of $44.4 million and principal repayments of $69.6 million, partially offset by additional funding of $53.6 million on existing loans.
Net cash used in financing activities for the year ended December 31, 2016 was $71.2 million. Cash outflows were primarily driven by $51.4net payments on repurchase agreements for real estate securities and commercial mortgage loans of $3,738.8 million from net borrowings on the JPM Repo Facility offset by $50.6and $$338.7 million, from net payment on our CMBS MRAs, the payments of $40.3respectively, $139.4 million in cash distributions to stockholders $19.0and $16.6 million of common stock repurchasesrepurchases. Outflows were partially offset by $38.5 million of proceeds received from borrowings on other financing and repaymentsloan participation for commercial mortgage loans and net proceeds of $968.2 million received from repurchase agreements on CDOs of $9.2 million.CLOs.
Election as a REIT
We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2013. As a REIT, if we meet certain organizational and operational requirements and distribute at least 90% of our "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to our stockholders in a year, we will not be subject to U.S. federal income tax to the extent of the income that we distribute. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and U.S. federal income and excise taxes on our undistributed income.
Contractual Obligations and Commitments
Our contractual obligations, excluding expected interest payments,obligations (as amounts are not fixed or determinable), as of December 31, 20172023 are summarized as follows (in(dollars in thousands):
Less than 1 year1 to 3 years3 to 5 yearsMore than 5 yearsTotal
Unfunded loan commitments (1)
$9,694 $277,515 $684 $— $287,893 
Repurchase agreements - commercial mortgage loans52,864 246,843 — — 299,707 
Repurchase agreements - real estate securities174,055 — — — 174,055 
CLOs (2)
— — — 3,597,973 3,597,973 
Mortgage Note Payable— 23,998 — — 23,998 
Unsecured debt— — — 81,295 81,295 
Other financing and loan participation - commercial mortgage loans23,669 — 12,865 — 36,534 
Total$260,282 $548,356 $13,549 $3,679,268 $4,501,455 
________________________
  Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total
Unfunded loan commitments (1)
 $36,475
 $47,063
 $
 $
 $83,538
JPM Repo Facility 
 42,042
 
 
 42,042
GS Repo Facility 13,500
 
 
 
 13,500
CS Repo Facility 10,148
 
 
 
 10,148
CLOs (2)
 
 
 
 842,812
 842,812
JPM MRA 39,035
 
 
 
 39,035
PWB Financing 
 26,183
 
 
 26,183
Total $99,158
 $115,288
 $
 $842,812
 $1,057,258
________________________
(1) The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date or the loan maturity date.
(2) Excludes $56.0$495.0 million of Tranche CCLO notes, issued by 2015 CLO Issuer, $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by 2017-FL2 Issuer, which are held by the Company, andwhich are eliminated within the in Collateralized loan obligations line of in the consolidated balance sheets as of December 31, 2017.2023.


In addition we have contractual obligations under our agreements withto its cash requirements, the AdvisorCompany pays a quarterly dividend and has an existing share repurchase authorization. As of December 31, 2023, the Company’s quarterly cash dividend was $0.355 per share of common stock (which was paid on an as-converted basis on the Company’s shares of Series H Preferred Stock), and $0.46875 per share on the Company’s shares of Series E Preferred Stock. The payment of future dividends is subject to declaration by the Board of Directors. The Company’s Board of Directors also has authorized a $65.0 million share repurchase program, of which $35.9 million remained available as described below.of December 31, 2023. The authorization does not obligate the Company to acquire any specific number of shares.
Related Party Arrangements
Benefit Street Partners L.L.C.
Amended Advisory Agreement
On January 19, 2018, we entered into an amendmentRefer to “Note 11 - Related Party Transactions and Arrangements” for a summary of the Company’s Advisory Agreement with the Advisor and amounts paid to the Advisor pursuant to the Advisory Agreement. The amended Advisory Agreement amendsfor the years ended December 31, 2023 and restates the Advisory Agreement, dated asDecember 31, 2022.
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The Nominating and Corporate Governance Committee (the “Committee”) of our Board,the Company's board of directors, which consists solely of the Company’s independent directors, negotiated, approved and recommended that the Boardboard of directors approve, the amended Advisory Agreement. The Committee engaged independent legal counsel to assist the Committee in negotiating the amended Advisory Agreement.
ThePursuant to the amended Advisory Agreement, the Advisor will continue to provideprovides the daily management for the Company and the Operating Partnership, including an investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. The Advisor shall continue to be entitled to an asset management fee equal to one and one-half percent (1.5%)board of Equity (as defined in the amended Advisory Agreement). The Advisor shall continue to be entitled to an annual subordinated performance fee equal to fifteen percent (15%) of the Total Return (as defined in the amended Advisory Agreement) over a six percent (6%) per annum hurdle, subject to certain limitations. The Advisor shall not be entitled to acquisition or disposition fees. The Company or the Operating Partnership shall continue to pay directly or reimburse the Advisor for all the expenses paid or actually incurred by the Advisor in connection with the services it provides to the Company and the Operating Partnership pursuant to the amended Advisory Agreement, subject to certain limitations.
directors. The initial term of the amended Advisory Agreement iswas three-years and shall bewas automatically renewed for an additional one-year period on January 19, 2024 and will continue to automatically renew for additional one-year periods unless either party elects not to renew.
The Company may terminate the amended Advisory Agreement for a Cause Event (as defined in the amended Advisory Agreement) without payment of a termination fee. Following the expiration of a term, and upon 180 days’ prior written notice, the Company may, without cause, elect not to renew the amended Advisory Agreement upon the determination by two-thirds of the Company’s independent directors that (i) there has been unsatisfactory performance by the Advisor or (ii) that the asset management fee and annual subordinated performance fee payable to the Advisor are not fair, subject to certain conditions. In such case, the Company shall be obligated to pay a termination fee.
Pursuant to the amended Advisory Agreement, the Advisor and/or its affiliates are required to acquire equity securities of the Company equal to a purchase price of not less than $10 million, subject to certain conditions. During the term of the amended Advisory Agreement, the Advisor shall not, directly or indirectly, manage or advise another REIT that is engaged in the business of the Company in any geographical region in which the Company has a significant investment, or provide any services related to fixed-rate conduit lending to any other person, subject to certain conditions.
Investment in Common Stock
On February 14, 2018 (the “Commitment Date”), the Company entered into stock purchase agreements (collectively, the “Purchase Agreements”), by and between the Company and certain officers of the Company, and certain owners, employees and associates of the Advisor and its affiliates (collectively, the “Manager Investors”), pursuant to which the Manager Investors committed to purchase an aggregate amount of up to approximately $10.0 million of shares of common stock of the Company in one or more closings (each, a “Closing,” and collectively, the “Closings”). The timing of any Closing, and the amount of shares of common stock to be sold at such Closing, will be determined by the Company in its sole discretion, subject to certain limitations. As described in the Purchase Agreements, the Company may enter into additional Purchase Agreements with other investors within 12 months of the Commitment Date.
The Purchase Agreements provide that the purchase price for the shares of common stock shall be equal to 90% of GAAP book value per share of the common stock as of December 31, 2017 (“Book Value”). However, in consideration of them being the first investors to commit to purchase shares in the offering, the Company agreed to sell the shares to the Manager Investors at 88% of Book Value. The Company further agreed that if subsequent investors in the offering are permitted to acquire common stock for less than 90% of Book Value, the effective purchase price of the Manager Investors will be subject to downward adjustment. The Purchase Agreements also provide that the Company will enter into a liquidity event, such as a listing of the common stock, within three years of the Commitment Date, subject to certain restrictions. The Purchase Agreements contain customary representations, warranties and covenants and indemnification provisions.
The Manager Investors have agreed with the Advisor not to sell or otherwise transfer the shares of common stock, without the consent of the Advisor, prior to 180 days after a listing of the Company’s common stock on a national securities exchange. In addition, the Manager Investors will not be eligible to participate in the Company’s amended and restated share repurchase program for at least three years.

The board of directors and the Nominating and Corporate Governance Committee of the board of directors each unanimously approved the Company’s entry into the Purchase Agreements and the terms therein including the offering price.
Acquisition of Loans
In December 2017, we purchased a commercial mortgage loan from an entity that is an affiliate of our Advisor, for an aggregate purchase price of $17.1 million. The loan is included in "Commercial mortgage loans, held-for-investment" in the consolidated balance sheet. The purchase of the commercial mortgage loan and the $17.1 million purchase price were approved by the Company’s board of directors and the Nominating and Corporate Governance Committee, which consists solely of independent directors.
Advisory Agreement Fees and Reimbursements
Pursuant to the Advisory Agreement, we arethe Company is or werewas required to make the following payments and reimbursements to the Advisor:
We reimburse ourThe Company reimburses the Advisor’s costs of providing services pursuant to the Advisory Agreement, except the salaries and benefits paid by the Advisor to ourthe Company's executive officers.
We pay ourThe Company pays the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5% of stockholder’sstockholders' equity as calculated pursuant to the Advisory Agreement.
WeThe Company will pay ourthe Advisor an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital (as defined in the Advisory Agreement) exceeds 6.0% per annum, ourthe Advisor will be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to ourthe Advisor exceed 10.0% of the aggregate total return for such year.
Until September 2017, we paid our Advisor an acquisition fee of 1.0% ofThe Company reimburses the principal amount funded by us to originate or acquire commercial mortgage loans and 1.0% of the anticipated net equity funded by us to acquire real estate securities.
We reimburse our Advisor for insourced expenses incurred by ourthe Advisor on ourthe Company's behalf related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5% of the principal amount funded by usthe Company to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by usthe Company to acquire real estate securities investments.
Until September 29, 2016,Other Transactions
In the Former Advisor served as the Company's advisor andthird quarter of 2021, the Company paid the Former Advisor certain fees and expense reimbursements pursuant to its advisory agreement with the Former Advisor. The types of fees and reimbursements paid to the Former Advisor were similar to those paid to the Advisor prior to September 2017. In addition, prior to January 2016 we paid dealer-manager fees and selling commissions to an affiliate of the Former Advisor, priorCompany entered into the Jeffersonville JV to February 2016 we paid transfer agent fees to an affiliateacquire a $139.5 million triple net lease property in Jeffersonville, GA. The Company has a 79% interest in the Jeffersonville JV, while the affiliated fund has a 21% interest. The Company invested a total of $109.8 million, made up of $88.7 million in debt and $21.1 million in equity, representing 79% of the Former Advisor,ownership interest in the Jeffersonville JV. The affiliated fund made up the remaining $29.8 million composed of a $24.0 million mortgage note payable and prior$5.8 million in non-controlling interest. The Company has majority control of Jeffersonville JV and, therefore, consolidates the accounts of Jeffersonville JV in its consolidated financial statements. The Company's $88.7 million mortgage note payable to November 2015 we paid various financial services feesJeffersonville JV is eliminated in consolidation (see Note 7 - Debt).
Pursuant to an affiliatethe Company's 2021 Incentive Plan, in the first quarter of 2023, the Company issued awards of restricted stock units to its officers and certain other personnel of the Former Advisor.
Loan Acquisition
On February 22, 2018,Advisor who provide services to the Company purchasedunder the Advisory Agreement.
As of December 31, 2023, our commercial mortgage loans, fromheld for investment, includes an entity that is an affiliateaggregate of $124.1 million carrying value of loans to affiliates of our Advisor,Advisor. The Company recognized $10.0 million and $5.0 million in interest income from these loans for an aggregate purchase pricethe year ended December 31, 2023 and 2022 respectively, in the consolidated statements of $27.8 million. The purchaseoperations.
52

As disclosed in Note 3 - Commercial Mortgage Loans in April 2022, the Company fully funded a $113.2 million first mortgage consisting of the commercial mortgage loans andWalgreens Portfolio with various locations throughout the $27.8 million purchase price were approved by the Company’s board of directors. These loans are expected to be soldUnited States. The Company entered into a securitization vehicle through our TRS segment.joint venture agreement and formed a joint venture entity, BSPRT Walgreens Portfolio, LLC to acquire 75.618% ownership interest in the Walgreens Portfolio, while the affiliated fund has 24.242% interest (see Note 5 - Real Estate Owned).


The table below shows the costs incurred due to arrangements with our Advisor and with respect to periods prior to September 30, 2016, the Former Advisor and its affiliates during the years ended December 31, 2017, 20162023, 2022 and 20152021 and the associated amounts payable as of December 31, 20172023 and 2016 (in2022 (dollars in thousands):. See Note 911 - Related Party Transactions and Arrangements for further detail.
Year Ended December 31,Payable as of December 31,
20232022202120232022
Acquisition expenses (1)
$1,241 $1,360 $1,203 $— $— 
Administrative services expenses14,440 12,928 7,658 3,447 3,526 
Asset management and subordinated performance fee33,847 26,157 28,110 15,014 8,843 
Other related party expenses (2)(3)
1,192 875 355 855 3,060 
Total related party fees and reimbursements$50,720 $41,320 $37,326 $19,316 $15,429 
______________________
  Year Ended December 31, Payable as of December 31,
  2017 2016 2015 2017 2016
Total commissions and fees incurred from the Former Dealer Manager in connection with the offering $
 $
 $37,092
 $
 $
Total compensation and reimbursement for services provided by the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager(1)
 
 
 7,442
 480
 480
Acquisition fees and expenses (2)
 4,197
 806
 7,916
 
 
Administrative services expenses (3)
 6,765
 4,376
 644
 3,480
 1,000
Advisory and investment banking fee 
 6
 56
 
 
Asset management and subordinated performance fee 9,273
 9,504
 7,615
 2,315
 2,439
Other related party expenses 394
 84
 364
 146
 145
Total $20,629
 $14,776
 $61,129
 $6,421
 $4,064
________________________
(1) During 2016, the Company received reimbursement of excess payment of $0.8 million of offering costs from the Former Advisor. The reimbursement resulted in an increase to our Additional Paid-In Capital.
(2) Total acquisition fees and expenses paid during the years ended December 31, 20172023, 2022 and 20162021 were $10.2$5.8 million, $11.7 million and $0.8$15.0 millionrespectively, of which $6.0$4.6 million, $10.3 million and $0.0$13.8 million were capitalized within the commercialin Commercial mortgage loans, held for investment line of and Real estate securities, available for sale, measured at fair value in the consolidated balance sheets for the years ended December 31, 20172023, 2022 and 2016.2021.
(3) During(2) These are related to reimbursable costs incurred for the year endedincrease in loan origination activities and are included in Other expenses in the consolidated statements of operations.
(3) As of December 31, 2015, the Company previously disclosed Administrative services expenses within the Acquisition fees and acquisition expenses line of this table. For the periods ended December 31, 20172023 and December 31, 20162022, the amounts are presented separatelyrelated party payable includes $0.7 million and $2.9 million, respectively, of payments made by the change was applied retrospectively.Advisor to third party vendors on behalf of the Company.
The payables as of December 31, 20172023 and 20162022 in the table above are included in Due to affiliates on our in the consolidated balance sheets.
Off Balance Sheet Arrangements
We currently have no off balance sheet arrangements as of December 31, 20172023 and through the date of the filing of this Form 10-K.
Non-GAAP Financial Measures
Funds from OperationsDistributable Earnings and Modified Funds from OperationsRun-Rate Distributable Earnings
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts ("NAREIT") and the Investment Program Association ("IPA") industry trade groups, have each promulgated measures respectively known as funds from operations ("FFO") and modified funds from operations ("MFFO"), which we believe to be appropriate supplemental measures to reflect the operating performance of a REIT. The use of FFO and MFFODistributable Earnings is recommended by the REIT industry as supplemental performance measures. FFO and MFFO are not equivalents to our net income or loss as determined under generally accepted accounting principles ("GAAP").
We define FFO, a non-GAAP measure, consistent withwhich the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT,Company defines as revised in February 2004 (the "White Paper"). The White Paper defines FFO asGAAP net income or loss computed in accordance with GAAP, excluding gains or losses from sales of depreciable property, property and asset impairment write-downs, depreciation(loss), adjusted for (i) non-cash CLO amortization acceleration and amortization and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our business plan is to operate as a mortgage REIT with our portfolio consisting of commercial mortgage loan investments and investments in real estate securities. We will typically have no FFO adjustments to our net income or loss computed in accordance with GAAP as a result of operating as a mortgage REIT. Although we haveover the ability to acquire real property, we have not acquired any at this time and as such have not had any FFO adjustments to our net income or loss computed in accordance with GAAP.
Publicly registered, non-listed REITs typically operate differently from exchange traded REITs because they generally have a limited life followed by a liquidity event or other targeted exit strategy. Non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation as

compared to later years when the proceeds from their continuous public offering have been fully invested and when the Company is seeking to implement a liquidity event or other exit strategy. However, it is likely that we will make investments past the acquisition stage, albeit at a substantially lower level.
The origination and acquisition of debt investments is a key operating feature of our business plan that results in the generation of income and cash flows in order to make distributions to stockholders. Acquisition fees paid to our Advisor and acquisition expenses reimbursed to our Advisor in connection with the origination and acquisition of debt investments are evaluated in accordance with GAAP to determine if they should be expensed in the period incurred or capitalized and amortized over theexpected useful life of the investment. Acquisition fees and acquisition expenses that are deemed to be expensed in the period incurred are included in the computation of net income or loss from operations. The amortization of acquisition fees and acquisition expenses that are able to be capitalized are included in the computation of net income or loss from operations. All such acquisition fees and acquisition expenses are paid in cash when incurred that would otherwise be available to distribute to our stockholders. When proceeds from the Offering have not been sufficient to fund the payment of acquisition fees and the reimbursement of acquisition expenses to our Advisor, such fees and expenses have been paid from other sources, including financings, operating cash flow, net proceeds from the sale of investments or from other cash flows. We believe that acquisition fees and acquisition expenses incurred by us negatively impact our operating performance during the period in which such investments are originated or acquired by reducing cash flows and therefore the potential distributions to stockholders. However, we only add back acquisition fees and acquisition expenses reflected in net income or loss from operations in the current period.
We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010 - 01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the "Practice Guideline") issued by the IPA in November 2010. We define MFFO as FFO further adjusted for the following items, as applicable: acquisition fees; accretion of discounts and amortization of premiums and other loan expenses on debt investments; fair value adjustments on real estate related investments such as commercial real estate securities or derivative investments included in net income; impairments of real estate related investments, gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan,Company's CLOs, (ii) unrealized gains or losses from fair value adjustments on real estate securities, including commercial mortgage backed securities and other securities, interest rate swaps and other derivatives not deemed to be hedges and foreign exchanges holdings; unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums and other loan expenses on debt investments, gains and losses on hedges, foreign exchange,loans, derivatives or securities holdings, unrealizedand ARMs, including CECL reserves and impairments, (iii) non-cash equity compensation expense, (iv) depreciation and amortization, (v) subordinated performance fee accruals/(reversal), (vi) loan workout charges, (vii) realized gains and losses resulting from consolidations,on debt extinguishment and CLO calls, (viii) actual realized cash loss on a specific real estate owned ("REO") investment, (ix) impairments of acquisition assets related to the Capstead merger and (x) certain other non-cash items. Further, Run-Rate Distributable Earnings, a non-GAAP measure, presents Distributable Earnings before (i) trading and derivative gain/loss on ARMs and (ii) realized cash gain/loss adjustments on REO.
The Company believes that Distributable Earnings and Run-Rate Distributable Earnings provide meaningful information to consider in addition to the disclosed GAAP results. The Company believes Distributable Earnings is a useful financial metric for existing and potential future holders of its common stock as historically, over time, Distributable Earnings has been an indicator of dividends per share. As a REIT, the Company generally must distribute annually at least 90% of its taxable income, subject to certain adjustments, and therefore believes dividends are one of the principal reasons stockholders may invest in its common stock. Further, Distributable Earnings helps investors evaluate performance excluding the effects of certain transactions and GAAP adjustments that the Company does not believe are necessarily indicative of current loan portfolio performance and the Company's operations and is one of the performance metrics the Company's board of directors considers when dividends are declared. The Company believes Run-Rate Distributable Earnings is a useful financial metric because it presents the Distributable Earnings of its core businesses, net of the impacts of realized cash gain/loss adjustments on REO as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activitiesrealized trading and in some cases, reflect gains or lossesderivative gain/loss on the residential adjustable-rate mortgage securities acquired from Capstead Mortgage Corporation, which are unrealizedthe Company has liquidated from its portfolio.
53

Distributable Earnings and may not ultimately be realized. While we will be responsible for managing interest rate, hedge and foreign exchange risk, we expect to retain an outside consultant to review all our hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such gains and losses in calculating MFFO, as such gains and losses are not reflective of our core operations.
Our MFFO calculation excludes impairments of real estate related investments, including loans. We assess the credit quality of our investments and adequacy of loan loss reserves on a quarterly basis, or more frequently as necessary. For loans classified as held-for-investment, we establish and maintain a general allowance for loan losses inherent in our portfolio at the reporting date and, where appropriate, a specific allowance for loan losses for loans we have determined to be impaired at the reporting date. An individual loan is considered impaired when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. Real estate related securities are evaluated for other-than-temporary impairment when the fair value of a security falls below its net amortized cost. Significant judgment is required in this analysis. We consider the estimated net recoverable value of the loan or security as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the competitive situation of the region where the borrower does business. Fair value is typically estimated based upon discounting the expected future cash flows of the underlying collateral taking into consideration the discount rate, capitalization rate, occupancy, creditworthiness of major tenants and many other factors. This requires significant judgment and because it is based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the loan, a specific allowance for loan losses is recorded. In the case of real estate securities, all or a portion of a deemed impairment may be recorded. Due to our limited life, any allowance for loan losses or impairment of real estate securities recorded may be difficult to recover.
MFFO is a metric used by management to evaluate our performance against other non-listed REITs which have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter and is not intended to be used as a liquidity measure. Although management uses the MFFO metric to evaluate future operating performance, this metric excludes

certain key operating items and other adjustments that may affect our overall operating performance. MFFO is not equivalent to net income or loss as determined under GAAP. We believe that our use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence that the use of such measures is useful to investors.
We believe that FFO provides useful context for understanding MFFO, and we believe that MFFO is a useful non-GAAP measure for non-listed REITs. It is helpful to management and stockholders in assessing our future operating performance once our organization and offering and acquisition and development stages are complete, because it eliminates from net income non-cash fair value adjustments on our real estate securities and acquisition fees and acquisition expenses that are incurred as part of our investment activities. However, MFFO may not be a useful measure of our operating performance or as a comparable measure to other typical non-listed REITs if we do not continue to operate in a similar manner to other non-listed REITs, including if we were to extend our acquisition and development stage or if we determined not to pursue an exit strategy.
However, MFFO does have certain limitations. For instance, the effect of any amortization or accretion on investments originated or acquired at a premium or discount, respectively, is not reported in MFFO. In addition, realized gains or losses from acquisitions and dispositions and other adjustments listed above are not reported in MFFO, even though such realized gains or losses and other adjustments could affect our operating performance and cash available for distribution. Stockholders should note that any cash gains generated from the sale of investments would generally be used to fund new investments. Any mark-to-market or fair value adjustments may be based on many factors, including current operational or individual property issues or general market or overall industry conditions.
Neither FFO nor MFFO is equivalent to net income or loss or cash flow provided by operating activities determined in accordance with GAAP and should not be construed to be more relevant or accurate than the GAAP methodology in evaluating our operating performance. Neither FFO nor MFFO is necessarily indicative of cash flow available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFORun-Rate Distributable Earnings do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Furthermore, neither FFO nor MFFOnet income (loss) and should not be considered as an alternative to GAAP net income or loss as an indicator of our operating performance.
Neither(loss). The methodology for calculating Distributable Earnings and Run-Rate Distributable Earnings may differ from the SEC, NAREIT nor anymethodologies employed by other regulatory body has passed judgment oncompanies and thus may not be comparable to the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.Distributable Earnings reported by other companies.
The following table below reflects the items deducted or added toprovides a reconciliation of GAAP net income or loss in our calculation of FFO and MFFOto Distributable Earnings for the years ended December 31, 2017, 20162023, 2022, and 2015 (in2021 (dollars in thousands):
Year Ended December 31,
202320222021
GAAP Net Income$144,509$14,215$25,702
Adjustments:
Depreciation and amortization7,1285,4082,107
Impairment of Acquired Assets88,282
CLO amortization acceleration (1)
(5,521)(438)250
Unrealized (gain)/loss on financial instruments (2)
7,18517,010(7,853)
Unrealized (gain)/loss - ARMs41543,55720,670
Subordinated performance fee (3)
6,171(8,380)9,846
Non-Cash Compensation Expense4,7623,485
(Reversal of)/Provision for credit losses33,73836,115(5,192)
Loan workout charges/(loan workout recoveries) (4)
(5,105)5,104
Realized (gain)/loss on debt extinguishment / CLO call(2,201)
Realized trading and derivatives (gain)/loss on ARMs67721,72613,600
Run Rate Distributable Earnings (5)
$191,758$137,802$147,412
Realized trading and derivatives gain/(loss) on ARMs(677)(21,726)(13,600)
Realized cash gain/(loss) adjustment on REO (6)
(1,571)
Distributable Earnings$189,510$116,076$133,812
7.5% Cumulative Redeemable Preferred Stock, Series E Dividend$(19,367)$(19,367)(4,842)
Non-controlling interests in joint ventures net (income)/loss(602)216
Depreciation and amortization attributed to non-controlling interests of joint ventures(31)(1,415)
Distributable Earnings to Common169,51095,510128,970
Average Common Stock and Common Stock Equivalents1,403,5581,456,8711,146,009
GAAP Net Income/(Loss) ROE8.9 %(0.3)%1.8 %
Run-Rate Distributable Earnings ROE12.2 %8.0 %12.4 %
Distributable Earnings ROE12.1 %6.6 %11.3 %
GAAP Net Income/(Loss) Per Share, Diluted$1.42$(0.38)$(0.18)
GAAP Net Income/(Loss) Per Share, Fully Converted (7)
$1.42$(0.06)$0.33
Run-Rate Distributable Earnings Per Share, Fully Converted (7)
$1.94$1.31$2.23
Distributable Earnings Per Share, Fully Converted (7)
$1.92$1.07$2.02
________________________
(1) Adjusted for non-cash CLO amortization acceleration to effectively amortize issuance costs of our CLOs over the expected lifetime of the CLOs. We assume our CLOs will be outstanding for four years and amortized the financing costs over four years in our distributable earnings as compared to effective yield methodology in our GAAP earnings.
(2) Represents unrealized gains and losses on (i) commercial mortgage loans, held for sale, measured at fair value, (ii) other real estate investments, measured at fair value and (iii) derivatives.
(3) Represents accrued and unpaid subordinated performance fee. In addition, reversal of subordinated performance fee represents cash payments of the subordinated performance fee made during the period.
(4) Represents loan workout charges the Company incurred, which the Company deemed likely to be recovered. Reversal of loan workout charges represent recoveries received. During the second quarter of 2023, the Company recovered $5.1 million of loan workout charges, in aggregate, related to the loan workout charges incurred in 2022.
(5) Distributable Earnings before realized trading and derivative gain/loss on residential adjustable-rate mortgage securities (“Run-Rate Distributable Earnings”) (a non-GAAP financial measure).
(6) Represents the actual realized cash loss on a specific REO investment.
(7) Fully Converted assumes conversion of our series of convertible preferred stock and full vesting of our outstanding equity compensation awards.
54
  Year Ended December 31,
  2017 2016 2015
Funds From Operations:      
Net income $33,779
 $29,990
 $24,933
Funds from operations $33,779
 $29,990
 $24,933
Modified Funds From Operations:      
Funds from operations $33,779
 $29,990
 $24,933
Amortization of premiums, discounts and fees on investments, net (2,554) (2,336) (1,561)
Acquisition fees and acquisition expenses 4,197
 806
 7,916
Impairment losses on real estate securities 
 310
 
Unrealized (gain) loss on financial instruments (230) 247
 
Loan loss (recovery)/provision (715) 1,293
 318
Modified funds from operations $34,477
 $30,310
 $31,606


Table of Contents
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Credit Risk
Our investments are subject to a high degree of credit risk. Credit risk is the exposure to loss from loan defaults. Default rates are subject to a wide variety of factors, including, but not limited to, borrower financial condition, property performance, property management, supply/demand factors, construction trends, consumer behavior, regional economics, interest rates, the

strength of the U.S. economy, and other factors beyond our control. All loans are subject to a certain probability of default. We manage credit risk through the underwriting process, acquiring our investments at the appropriate discount to face value, if any, and establishing loss assumptions. We also carefully monitor the performance of the loans, as well as external factors that may affect their value.
Capital Market Risk
We are exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under repurchase obligations or other debt instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt capital markets to inform our decisions on the amount, timing and terms of capital we raise.
Market uncertainty and volatility may cause fluctuation in market value of certain asset classes within our portfolio. We have and may continue to receive margin calls from our lenders as a result of the decline in the market value of the assets pledged by us to our lenders under our repurchase agreements and warehouse credit facilities, and if we fail to resolve such margin calls when due by payment of cash or delivery of additional collateral, the lenders may exercise remedies including demanding payment by us of our aggregate outstanding financing obligations and/or taking ownership of the loans or other assets securing the applicable obligations and liquidating them at inopportune prices.
Interest Rate Risk
Our market risk arises primarily from interest rate risk relating to interest rate fluctuations. Many factors including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk. To meet our short and long-term liquidity requirements, we may borrow funds at fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. During the periods covered by this report, we did not engage in interest rate hedging activities. We do not hold or issue derivative contracts for trading or speculative purposes. We do not have any foreign denominated investments, and thus, we are not exposed to foreign currency fluctuations.
As of December 31, 20172023 and 2016,2022, our portfolio included 64141 and 62157 variable rate investments, respectively, based on LIBOR and SOFR (or "indexing rates") for various terms. Borrowings under our repurchase agreementsfinancing arrangements are also based on LIBOR.LIBOR and SOFR. The following table quantifies the potential changes in interest income net of interest expense should interest rates increase by 2550 or 50100 basis points or decrease by 25 or 50 basis points, assuming that our current balance sheet was to remain constant and no actions were taken to alter our existing interest rate sensitivity (in thousands):sensitivity. The changes in the portfolio for each basis points increase/decrease is a change from the base scenario.
Estimated Percentage Change in Interest Income Net of Interest Expense
Change in Indexing RatesDecember 31, 2023December 31, 2022
(-) 25 Basis Points(1.49)%(1.78)%
Base Interest Rate— %— %
(+) 50 Basis Points3.01 %3.49 %
(+) 100 Basis Points6.03 %6.98 %
Real Estate Risk
The market values of commercial mortgage assets are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; and demographic factors. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses.
55
  Estimated Percentage Change in Interest Income Net of Interest Expense
Change in Interest Rates December 31, 2017 December 31, 2016
(-) 25 Basis Points (1.61)% (1.94)%
Base Interest Rate  %  %
(+) 50 Basis Points 3.23 % 3.89 %
(+) 100 Basis Points 6.45 % 7.78 %

Item 8. Financial Statements and Supplementary Data.
The information required by this Item 8 is hereby incorporated by reference to our Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in reports we file and submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, 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 management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures in reaching that level of reasonable assurance.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act, of 1934, as amended (the "Exchange Act"), management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of the end of such period,December 31, 2023, that our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in our reports that we file or submit underprovide the Exchange Act.reasonable assurance described above.
Internal Control Over Financial Reporting
Management's Annual Reporting on Internal ControlsControl over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in RuleRules 13a-15(f) orand 15d-15(f) promulgated under the Exchange Act.
In connection with Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our Annual Report on Form 10-K, ourfinancial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2023. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based on its assessment, our management concluded that, as of December 31, 2017,2023, our internal control over financial reporting was effective.
The rules of the SEC do not require, and this Annual Report does not include an attestation report of ourOur independent registered public accounting firm, regardingPricewaterhouseCoopers LLP (“PwC”), audited the effectiveness of our internal control over financial reporting.reporting as of December 31, 2023. Their report dated February 26, 2024, which is included herein, expressed an unqualified opinion on the effectiveness of our internal control over financial reporting
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2017,2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item9B. Other Information.
None.During the quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.


Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.
56

PART III

Item 10. Directors, Executive Officers and Corporate Governance.
We have adoptedThe Board of Directors maintains a Code of Ethics that appliesis applicable to allour directors, officers, our Advisor and employees of our executive officers and directors,the Advisor performing substantial services for the Company. It covers topics including, but not limited to, our principal executive officerconflicts of interest, confidentiality of information, full and principal financial officer. A copyfair disclosure, reporting of our Code of Ethics may be obtained, free of charge, by sending a written request to our executive office – 9 West 57th Street - Suite 4920, New York, NY 10019, attention Chief Financial Officer of Benefit Street Partners Realty Trust, Inc. In addition, theviolations and compliance with laws and regulations.
The Code of Ethics is available on the Company’s website at www.bsprealtytrust.comwww.fbrtreit.com by clicking on “Investor Relations - Corporate“Governance – Governance -Documents – Code of Ethics.” Any amendments and waiversWe intend to ourdisclose on this website any amendment to, or waiver of, any provision of this Code of Ethics applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC. You may also obtain a copy of the Code of Ethics by writing to our secretary at: Franklin BSP Realty Trust, Inc., 1345 Avenue of the Americas, Suite 32A, New York, New York 10105, Attention: Micah Goodman, Secretary. A waiver of the Code of Ethics for our Chief Executive Officer may be made only by the Board of Directors or the appropriate committee of the Board and will be promptly disclosed onto the extent required by law. A waiver of the Code of Ethics for all other person may be made only by our website.Chief Executive Officer and shall be discussed with the Board or a committee of the Board as appropriate.
The other information required by this Itemitem is hereby incorporated by reference to our definitive proxy statementthe material appearing in the Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed withpursuant to Regulation 14A under the SEC with respect to our 2018 annual meeting of stockholders.Exchange Act.
Item 11. Executive Compensation.
The information required by this Itemitem is hereby incorporated by reference to our definitive proxy statementthe material appearing in the Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed withpursuant to Regulation 14A under the SEC with respect to our 2018 annual meeting of stockholders.Exchange Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
TheExcept as set forth below, the information required by this Itemitem is hereby incorporated by reference to our definitive proxy statementthe material appearing in the Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed withpursuant to Regulation 14A under the SEC with respectExchange Act.
Equity Compensation Plan Information
The following table provides information about the Company's common stock that may be issued under our equity compensation plans as of December 31, 2023:
Plan Category 
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
 Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights 
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (2)
Equity compensation plans approved by security holders — —  — 
Equity compensation plans not approved by security holders 809,257 — 4,526,704 
Total 809,257   4,526,704 
________________________
(1) Represents unvested and outstanding restricted stock units issued under the Franklin BSP Realty Trust, Inc. 2021 Equity Incentive Plan. One share of the Company’s common stock will be issued for each restricted stock unit that vests.
(2) The number of securities remaining available for future issuance consists of shares issuable under the Franklin BSP Realty Trust, Inc. 2021 Equity Incentive Plan, which was adopted and approved by our Board of Directors prior to the listing of our 2018 annual meeting of stockholders.common stock on the NYSE.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Itemitem is hereby incorporated by reference to our definitive proxy statementthe material appearing in the Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed withpursuant to Regulation 14A under the SEC with respect to our 2018 annual meeting of stockholders.Exchange Act.
Item 14. Principal Accounting Fees and Services.
The information required by this Itemitem is hereby incorporated by reference to our definitive proxy statementthe material appearing in the Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed withpursuant to Regulation 14A under the SEC with respect to our 2018 annual meetingExchange Act.

57


PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)    Financial Statement Schedules
See the Index to Consolidated Financial Statements on page F-1 of this report.
(b)    Exhibits
See the Index to Exhibit below.
INDEX TO EXHIBITS
The following exhibits are included in this Annual Report on Form 10-K for the year ended December 31, 2023 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit No.Description
3.1
3.2
3.3
3.4
3.5
3.6
3.7
4.1
4.2
4.3
10.1
10.2†
10.3†
10.4
10.5
10.6
10.7
58

10.8
10.9
10.10†
10.11
21*
23.1*
23.2*
31.1*
31.2*
32*
97.1†*
101*
104
____________________________________________
* Filed herewith.
† Indicates management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.Summary
None.
INDEX TO EXHIBITS
The following exhibits are included in this Annual Report on Form 10-K for the year ended December 31, 2017 (and are numbered in accordance with Item 601 of Regulation S-K).
59
Exhibit No.Description
3.1(1)
3.1(2)
4.1(2)
4.2(3)
10.1(3)
10.2(3)
10.34)
10.4(5)
10.5(6)
10.6(7)
10.7(8)
10.8(9)
10.9(10)
10.10(11)
10.12(12)
10.13(12)
10.14(13)
10.15(14)
10.16(14)


10.18(14)
10.19(15)
10.20(15)
10.21(16)
10.22(16)
10.23(17)
10.24(18)
10.25(19)
21*
23.1*
23.2*
31.1*
31.2*
32*
101*

*Filed herewith.
(1)Filed as an exhibit to our current report on Form 8-K filed with the SEC on August 17, 2017.
(2)Filed as an exhibit to our current report on Form 8-K filed with the SEC on January 6, 2015.
(3)Filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 29, 2017.
(4)Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 7 to our Registration Statement on Form S-11 filed with the SEC on July 11, 2014.
(5)Filed as an exhibit to Pre-Effective Amendment No.1 to Post-Effective Amendment No.12 to our Registration Statement on Form S-11 filed with the SEC on July 8, 2015.
(6)Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 13 filed with the SEC on October 8, 2015.
(7)Filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 11, 2016.
(8)Filed as an exhibit to our current report on Form 8-K filed with the SEC on October 12, 2016.

(9)Filed as an exhibit to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 8 to our Registration Statement on Form S-11 filed with the SEC on October 8, 2014.
(10)Filed as an exhibit to our current report on Form 8-K filed with the SEC on October 23, 2015.
(11)Filed as an exhibit to our quarterly report on Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 14, 2016.
(12)Filed as an exhibit to our current report on Form 8-K filed with the SEC on January 3, 2017.
(13)Filed as an exhibit to our current report on Form 8-K filed with the SEC on July 6, 2017.
(14)Filed as an exhibit to Amendment No. 1 to our quarterly report on Form 10-Q for the quarter ended June 30, 2017 filed with the SEC on August 23, 2017.
(15)Filed as an exhibit to our current report on Form 8-K filed with the SEC on September 7, 2017.
(16)Filed as an exhibit to our current report on Form 8-K filed with the SEC on September 25, 2017.
(17)Filed as an exhibit to our current report on Form 8-K filed with the SEC on December 5, 2017.
(18)Filed as an exhibit to our current report on Form 8-K filed with the SEC on January 23, 2018.
(19)Filed as an exhibit to our current report on Form 8-K filed with the SEC on February 16, 2018.


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 16th day of March, 2018.
authorized.
Benefit Street PartnersFranklin BSP Realty Trust, Inc. 
Date: February 26, 2024By/s/ Richard J. Byrne
Richard J. Byrne
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this annual report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
NameCapacityDate
NameCapacityDate
/s/ Richard J. ByrneChairman and Chief Executive Officer and PresidentMarch 16, 2018February 26, 2024
Richard J. Byrne(Principal Executive Officer)
/s/ Jerome S. BaglienChief Financial Officer, Chief Operating Officer and Treasurer (Principal Financial and Accounting Officer)March 16, 2018February 26, 2024
Jerome S. Baglien
/s/ Elizabeth K. TuppenyLead Independent DirectorMarch 16, 2018February 26, 2024
Elizabeth K. Tuppeny
/s/ Pat AugustineDirectorFebruary 26, 2024
Pat Augustine
/s/ Joe DumarsDirectorFebruary 26, 2024
Joe Dumars
/s/ Jamie HandwerkerDirectorFebruary 26, 2024
Jamie Handwerker
/s/ Peter McDonoughDirectorFebruary 26, 2024
Peter McDonough
/s/ Buford OrtaleDirectorDirectorMarch 16, 2018February 26, 2024
Buford Ortale
/s/ Jamie HandwerkerDirectorMarch 16, 2018
Jamie Handwerker
/s/ Peter McDonoughDirectorMarch 16, 2018
Peter McDonough

60
BENEFIT STREET PARTNERS


FRANKLIN BSP REALTY TRUST, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Report of Independent Registered Public Accounting Firm


To the Stockholders and the Board of Directors and Stockholders of Benefit Street PartnersFranklin BSP Realty Trust, Inc.
Opinion
Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Benefit Street PartnersFranklin BSP Realty Trust, Inc. and its subsidiaries (the “Company”) as of December 31, 2017,2023 and the related consolidated statementstatements of operations, of comprehensive income, of changes in stockholders'stockholders’ equity and of cash flows for the year then ended, December 31, 2017, andincluding the related notes and financial statement schedule listed in the accompanying index as of December 31, 2023 (collectively referred to as the “consolidated financial statements“statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company atas of December 31, 2017,2023, and the results of its operations and its cash flows for the year then ended December 31, 2017, in conformity with U.S.accounting principles generally accepted accounting principles.in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for OpinionOpinions
These
The Company's management is responsible for these consolidated financial statements, are the responsibilityfor maintaining effective internal control over financial reporting, and for its assessment of the Company's management.effectiveness of internal control over financial reporting, included in Management's Annual Reporting on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinionopinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

F-2


Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses - Commercial Mortgage Loans, Held for Investment

As described in Notes 2 and 3 to the consolidated financial statements, the allowance for credit losses on the Company’s commercial mortgage loans, held for investment was $47.2 million as of December 31, 2023, inclusive of the general and specific allowances for credit losses of $47.2 million and $0, respectively. The general allowance for credit losses for the Company’s loans carried at amortized cost, such as loans held for investment, represents a lifetime estimate of expected credit losses. The Company’s model to determine the general allowance for credit losses principally utilizes historical loss rates derived from a commercial mortgage-backed securities database with historical losses provided by a third party, forecasting the loss parameters based on a projected macroeconomic scenario using a probability-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by an immediate reversion to average historical losses. For loans held for investment which management identifies reasonable doubt as to whether the collection of contractual components can be satisfied, a specific allowance for credit losses analysis is performed and management may elect to use the fair value of the collateral at the reporting date as a practical expedient. The specific allowance for credit losses is assessed on an individual basis for such loans by comparing the estimated fair value of the underlying collateral, less costs to sell to the book value of the respective loan. The estimated fair value of underlying collateral requires judgments, which may include assumptions regarding capitalization rates and discount rates or other factors deemed relevant by management.

The principal considerations for our determination that performing procedures relating to the allowance for credit losses for commercial mortgage loans, held for investment is a critical audit matter are (i) the significant judgment by management when developing the allowance for credit losses; (ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating (a) management’s projected macroeconomic scenario used when developing the general allowance for credit losses and (b) management’s assumptions related to capitalization rates and discount rates used when developing the fair value estimate of the underlying collateral used in the specific allowance for credit losses; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the allowance for credit losses for commercial mortgage loans, held for investment, including controls over management’s projected macroeconomic scenario used in the general allowance for credit losses and assumptions used in developing the fair value estimate of the underlying collateral used in the specific allowance for credit losses. These procedures also included, among others, (i) testing management’s process for developing the allowance for credit losses for commercial mortgage loans, held for investment; (ii) testing the completeness and accuracy of data used in developing the allowance for credit losses; and (iii) the involvement of professionals with specialized skill and knowledge to assist in evaluating (a) the appropriateness of the model used by management for the general allowance for credit losses and the methodology used by management for the specific allowance for credit losses, (b) the reasonableness of the projected macroeconomic scenario when estimating the general allowance for credit losses, and (c) the reasonableness of management’s assumptions related to capitalization rates and discount rates used when estimating the fair value of the underlying collateral used when developing the specific allowance for credit losses.



/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
February 26, 2024



We have served as the Company’s auditor since 2023.



F-3


Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Franklin BSP Realty Trust, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Franklin BSP Realty Trust, Inc. (the Company) as of December 31, 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no opinion.
Our auditaudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includeincluded examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2017.


New York, New York
March 16, 2018



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Benefit Street Partners Realty Trust, Inc.:

We have audited the accompanying consolidated balance sheets of Benefit Street Partners Realty Trust, Inc. (formerly Realty Finance Trust, Inc.) and subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2016. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule titled Schedule IV - Mortgage Loans on Real Estate as of December 31, 2016. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Benefit Street Partners Realty Trust, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three‑year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.



/s/ KPMGErnst & Young LLP


We served as the Company’s auditor from 2017-2022.


New York, New York
March 29, 201716, 2023







BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Audited)
December 31, 2023December 31, 2022
ASSETS
Cash and cash equivalents$337,595 $179,314 
Restricted cash6,092 11,173 
Commercial mortgage loans, held for investment, net of allowance for credit losses of $47,175 and $40,848 as of December 31, 2023 and 2022, respectively4,989,767 5,228,928 
Commercial mortgage loans, held for sale, measured at fair value— 15,559 
Real estate securities, trading, measured at fair value (includes pledged assets of $227,610 as of December 31, 2022)— 235,728 
Real estate securities, available for sale, measured at fair value, amortized cost of $243,272 and $220,635 as of December 31, 2023 and 2022, respectively (includes pledged assets of $167,948 and $198,429 as of December 31, 2023 and 2022, respectively)242,569 221,025 
Derivative instruments, measured at fair value— 415 
Receivable for loan repayment (1)
55,174 42,557 
Accrued interest receivable42,490 34,007 
Prepaid expenses and other assets19,213 15,795 
Intangible lease asset, net of amortization42,793 54,831 
Real estate owned, net of depreciation115,830 127,772 
Real estate owned, held for sale103,657 36,497 
Total assets$5,955,180 $6,203,601 
LIABILITIES AND STOCKHOLDERS' EQUITY
Collateralized loan obligations$3,567,166 $3,121,983 
Repurchase agreements and revolving credit facilities - commercial mortgage loans299,707 680,859 
Repurchase agreements - real estate securities174,055 440,008 
Mortgage note payable23,998 23,998 
Other financings36,534 76,301 
Unsecured debt81,295 98,695 
Derivative instruments, measured at fair value— 64 
Interest payable15,383 12,715 
Distributions payable36,133 36,317 
Accounts payable and accrued expenses13,339 17,668 
Due to affiliates19,316 15,429 
Intangible lease liability, held for sale12,297 — 
Intangible lease liability, net of amortization— 6,428 
Total liabilities$4,279,223 $4,530,465 
Commitments and Contingencies
Redeemable convertible preferred stock:
Redeemable convertible preferred stock Series H, $0.01 par value, 20,000 authorized and 17,950 issued and outstanding as of December 31, 2023 and 2022, respectively$89,748 $89,748 
Redeemable convertible preferred stock Series I, $0.01 par value, none issued and outstanding as of December 31, 2023, 1,000 authorized and 1,000 issued and outstanding as of December 31, 2022— 5,000 
Total redeemable convertible preferred stock$89,748 $94,748 
Equity:
Preferred stock, $0.01 par value; 100,000,000 shares authorized, 7.5% Cumulative Redeemable Preferred Stock, Series E, 10,329,039 shares issued and outstanding as of December 31, 2023 and 2022$258,742 $258,742 
Common stock, $0.01 par value, 900,000,000 shares authorized, 82,751,913 and 82,992,784 issued and outstanding as of December 31, 2023 and 2022, respectively820 826 
Additional paid-in capital1,599,197 1,602,247 
Accumulated other comprehensive income (loss)(703)390 
Accumulated deficit(298,942)(299,225)
Total stockholders' equity$1,559,114 $1,562,980 
Non-controlling interest27,095 15,408 
Total equity$1,586,209 $1,578,388 
Total liabilities, redeemable convertible preferred stock and equity$5,955,180 $6,203,601 
________________________
 December 31, 2017 December 31, 2016
ASSETS   
Cash and cash equivalents$83,711
 $118,048
Restricted cash7,997
 5,021
Commercial mortgage loans, held for investment, net of allowance of $1,466 and $2,1811,402,046
 1,046,556
Commercial mortgage loans, held-for-sale
 21,179
Commercial mortgage loans, held-for-sale, measured at fair value28,531
 
Real estate securities, available for sale, at fair value
 49,049
Derivative instruments, at fair value132
 
Receivable for loan repayment (1)
49,085
 401
Accrued interest receivable8,152
 5,955
Prepaid expenses and other assets4,007
 1,916
Total assets$1,583,661
 $1,248,125
LIABILITIES AND STOCKHOLDERS' EQUITY   
Collateralized loan obligations$826,150
 $278,450
Repurchase agreements - commercial mortgage loans65,690
 257,664
Other financing - commercial mortgage loans25,698
 
Repurchase agreements - real estate securities39,035
 66,639
Derivative instruments, at fair value357
 
Interest payable1,544
 897
Distributions payable3,917
 5,591
Accounts payable and accrued expenses4,510
 1,170
Due to affiliates6,421
 4,064
Total liabilities$973,322
 $614,475
Commitment and Contingencies (See Note 8)

 

Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding as of December 31, 2017 and 2016$
 $
Common stock, $0.01 par value, 949,999,000 shares authorized, 31,834,072 and 31,884,631 shares issued and outstanding as of December 31, 2017 and 2016, respectively320
 319
Additional paid-in capital704,101
 704,500
Accumulated other comprehensive income (loss)
 (500)
Accumulated deficit(94,082) (70,669)
Total stockholders' equity610,339
 633,650
Total liabilities and stockholders' equity$1,583,661
 $1,248,125
_______________________
(1)Includes $48.7$55.1 million and $42.5 million of cash held by the servicer related to loan payoffs pledged to the CLOs as of December 31, 2017.


2023 and 2022, respectively. The Company no longer holds a residential mortgage backed securities principal paydown receivable as of December 31, 2023. The Company held a residential mortgage backed securities principal paydown receivable of $0.1 million as of December 31, 2022.
The accompanying notes are an integral part of these consolidated financial statements.



BENEFIT STREET PARTNERS

FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Audited)
 Years Ended December 31,
 2017 2016 2015
Interest income:     
Interest income$89,564
 $79,404
 $59,393
Less: Interest expense32,359
 23,169
 12,268
Net interest income57,205
 56,235
 47,125
Expenses:     
Asset management and subordinated performance fee9,273
 9,504
 7,615
Acquisition fees and acquisition expenses4,197
 806
 7,916
Administrative services expenses6,765
 4,376
 644
Professional fees5,444
 5,467
 4,353
Other expenses3,837
 2,336
 1,346
Total expenses29,516
 22,489
 21,874
Other (income)/loss:     
Loan loss (recovery)/provision(715) 1,293
 318
Realized (gain) loss on sale of real estate securities(172) 1,906
 
Realized (gain) loss on sale of commercial mortgage loan held-for-sale(120) 
 
Realized (gain) loss on sale of commercial mortgage loan, held-for-sale, measured at fair value(4,523) 
 
Impairment losses on real estate securities
 310
 
Unrealized (gain) loss on commercial mortgage loans held-for-sale(247) 247
 
Unrealized (gain) loss on derivatives17
 
 
Realized (gain) loss on derivatives(555) 
 
Total other (income)/loss$(6,315) $3,756
 $318
Income (loss) before taxes34,004
 29,990
 24,933
Provision for income tax225
 
 
Net income$33,779
 $29,990
 $24,933
      
Basic net income per share$1.06
 $0.95
 $1.03
Diluted net income per share$1.06
 $0.95
 $1.03
Basic weighted average shares outstanding31,772,231
 31,659,274
 24,253,905
Diluted weighted average shares outstanding31,784,889
 31,666,504
 24,259,169



Year Ended December 31,
202320222021
Income
Interest income$552,506 $357,705 $216,890 
Less: Interest expense305,577 160,526 56,193 
Net interest income246,929 197,179 160,697 
Revenue from real estate owned17,021 9,655 4,759 
Total income$263,950 $206,834 $165,456 
Expenses
Asset management and subordinated performance fee$33,847 $26,157 $28,110 
Acquisition expenses1,241 1,360 1,203 
Administrative services expenses14,440 12,928 7,658 
Impairment of acquired assets— — 88,282 
Professional fees15,270 22,566 11,650 
Share-based compensation4,761 2,519 — 
Depreciation and amortization7,128 5,408 2,107 
Other expenses11,135 6,572 3,946 
Total expenses$87,822 $77,510 $142,956 
Other income/(loss)
(Provision)/benefit for credit losses$(33,738)$(36,115)$5,192 
Realized gain/(loss) on extinguishment of debt2,201 (5,167)(4,642)
Realized gain/(loss) on sale of available for sale trading securities80 — — 
Realized gain/(loss) on sale of commercial mortgage loans, held for sale— (354)26 
Realized gain/(loss) on sale of commercial mortgage loans, held for sale, measured at fair value3,873 2,358 24,208 
Gain/(loss) on other real estate investments(7,089)(692)9,790 
Unrealized gain/(loss) on commercial mortgage loans, held for sale, measured at fair value44 (511)469 
Trading gain/(loss)(605)(119,220)(36,128)
Unrealized gain/(loss) on derivatives(140)(15,840)7,402 
Realized gain/(loss) on derivatives998 60,033 484 
Total other income/(loss)$(34,376)$(115,508)$6,801 
Income/(loss) before taxes141,752 13,816 29,301 
(Provision)/benefit for income tax2,757 399 (3,599)
Net income/(loss)$144,509 $14,215 $25,702 
Net (income)/loss attributable to non-controlling interest706 216 — 
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.$145,215 $14,431 $25,702 
Less: Preferred stock dividends26,993 41,741 33,587 
Net income/(loss) attributable to common stock$118,222 $(27,310)$(7,885)
Basic earnings per share$1.42 $(0.38)$(0.18)
Diluted earnings per share$1.42 $(0.38)$(0.18)
Basic weighted average shares outstanding82,307,970 71,628,365 43,419,209 
Diluted weighted average shares outstanding82,307,970 71,628,365 43,434,731 
The accompanying notes are an integral part of these consolidated financial statements.



BENEFIT STREET PARTNERS


FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Audited)
Year Ended December 31,
202320222021
Net income/(loss)$144,509 $14,215 $25,702 
Amounts related to available for sale real estate securities:
Change in net unrealized gain/(loss)$(330)$390 $8,256 
Reclassification adjustment for amounts included in net income/(loss)(763)— — 
$(1,093)$390 $8,256 
Amounts related to cash flow hedges:
Change in net unrealized gain/(loss)$— $(220)$(852)
Reclassification adjustment for amounts included in net income/(loss)— 282 790 
$— $62 $(62)
Comprehensive (income)/loss attributable to non-controlling interest706 216 — 
Comprehensive income/(loss) attributable to Franklin BSP Realty Trust, Inc.$144,122 $14,883 $33,896 
 Years Ended December 31,
 2017 2016 2015
Net income$33,779
 $29,990
 $24,933
Unrealized gain/(loss) on available-for-sale securities500
 1,754
 (1,947)
Comprehensive income attributable to Benefit Street Partners Realty Trust, Inc.$34,279
 $31,744
 $22,986




The accompanying notes are an integral part of these consolidated financial statements.



BENEFIT STREET PARTNERS


FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share data)
 Convertible Stock Common Stock        
 Number of Shares Amount Number of Shares Par Value Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity
Balance, December 31, 20141,000
 $1
 15,472,192
 $155
 $340,874
 $(307) $(10,216) $330,507
Issuance of common stock
 
 15,428,195
 155
 385,000
 
 
 385,155
Common stock repurchases
 
 (360,719) (4) (8,550) 
 
 (8,554)
Common stock offering costs, commissions and dealer manager fees
 
 
 
 (45,917) 
 
 (45,917)
Common stock issued through distribution reinvestment plan
 
 842,946
 8
 20,153
 
 
 20,161
Share-based compensation
 
 2,666
 
 30
 
 
 30
Net income
 
 
 
 
 
 24,933
 24,933
Distributions declared
 
 
 
 
 
 (50,039) (50,039)
Other comprehensive loss
 
 
 
 
 (1,947) 
 (1,947)
Balance, December 31, 20151,000
 1
 31,385,280
 314
 691,590
 (2,254) (35,322) 654,329
Common stock repurchases
 
 (537,209) (5) (12,965) 
 
 (12,970)
Common stock offering costs(1)

 
 
 
 793
 
 
 793
Common stock issued through distribution reinvestment plan
 
 1,031,812
 10
 25,037
 
 
 25,047
Share-based compensation
 
 4,748
 
 44
 
 
 44
Net income
 
 
 
 
 
 29,990
 29,990
Distributions declared
 
 
 
 
 
 (65,337) (65,337)
Conversion of convertible stocks(1,000) (1) 
 
 1
 
 
 
Other comprehensive loss
 
 
 
 
 1,754
 
 1,754
Balance, December 31, 2016
 
 31,884,631
 319
 704,500
 (500) (70,669) 633,650
Common stock repurchases
 
 (1,072,708) (11) (20,535) 
 
 (20,546)
Common stock issued through distribution reinvestment plan
 
 1,016,165
 12
 20,039
 
 
 20,051
Share-based compensation
 
 5,984
 
 97
 
 
 97
Net income
 
 
 
 
 
 33,779
 33,779
Distributions declared
 
 
 
 
 
 (57,192) (57,192)
Other comprehensive income
 
 
 
 
 500
 
 500
Balance, December 31, 2017
 $
 31,834,072
 $320
 $704,101
 $
 $(94,082) $610,339
_______________________
(1)During 2016, the Company received reimbursement of excess payment of $0.8 million from the Former Advisor for previously paid Offering cost. Please refer to Note 9 of the consolidated financial statements for additional details of this reimbursement.

Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income/(Loss)Accumulated DeficitPreferred EPreferred FTotal Stockholders' EquityNon-Controlling InterestTotal Equity
Number of SharesPar Value
Balance, December 31, 202044,510,051 $446 $912,725 $(8,256)$(106,471)$ $ $798,444 $ $798,444 
Issuance of preferred stock— — — — — 258,742 710,431 969,173 — 969,173 
Issuance of common stock31,887,442 319 579,207 — — — — 579,526 — 579,526 
Common stock repurchases(648,837)(6)(11,411)— — — — (11,417)— (11,417)
Common stock issued through distribution reinvestment plan289,755 5,107 — — — — 5,110 — 5,110 
Share-based compensation11,184 — 211 — — — — 211 — 211 
Common stock exchanged for Series F Preferred Stock(39,733,299)(397)(710,034)— — — — (710,431)— (710,431)
Series A Preferred stock converted into common stock7,649,632 76 127,527 — — — — 127,603 — 127,603 
Offering costs— — (68)— — — — (68)— (68)
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.— — — — 25,702 — — 25,702 — 25,702 
Distributions declared— — — — (86,410)— — (86,410)— (86,410)
Other comprehensive income/(loss)— — — 8,194 — —  8,194 — 8,194 
Contributions/(distributions) in non-controlling interest, net— — — — — — — — 5,764 5,764 
Balance, December 31, 202143,965,928 $441 $903,264 $(62)$(167,179)$258,742 $710,431 $1,705,637 $5,764 $1,711,401 
Common stock repurchases(1,416,369)(14)(16,565)— — — — (16,579)— (16,579)
Common stock issued through distribution reinvestment plan73,501 999 — — — — 1,000 — 1,000 
Share-based compensation516,887 — 2,519 — — — — 2,519 — 2,519 
Offering costs— — — — (91)— — (91)— (91)
Series F Preferred stock converted into common stock39,733,299 397 710,034 — — — (710,431)— — — 
Series C Preferred stock converted into common stock119,538 1,996 — — — — 1,997 — 1,997 
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.— — — — 14,431 — — 14,431 — 14,431 
Net (income)/loss attributable to non-controlling interest— — — — — — — — 216 216 
Distributions declared— — — — (146,386)— — (146,386)— (146,386)
Other comprehensive income/(loss)— — — 452 — — — 452 — 452 
Contributions/(distributions) in non-controlling interest, net— — — — — — — — 9,428 9,428 
Balance, December 31, 202282,992,784 $826 $1,602,247 $390 $(299,225)$258,742 $ $1,562,980 $15,408 $1,578,388 
Common stock repurchases(1,026,105)(10)(12,495)— — — — (12,505)— (12,505)
Common stock issued through distribution reinvestment plan61,866 768 — — — — 769 — 769 
Share-based compensation481,189 — 4,761 — — — — 4,761 — 4,761 
Shares canceled for tax withholding on vested equity rewards(57,021)— (812)— — — — (812)— (812)
Series I Preferred stock converted into common stock299,200 4,997 — — — — 5,000 — 5,000 
Offering costs— — (269)— — — — (269)— (269)
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.— — — — 145,215 — — 145,215 — 145,215 
Net income/(loss) attributable to non-controlling interest— — — — — — — — (706)(706)
Distributions declared— — — — (144,932)— — (144,932)— (144,932)
Other comprehensive income/(loss)— — — (1,093)— — — (1,093)— (1,093)
Contributions/(distributions) in non-controlling interest, net— — — — — — — — 12,393 12,393 
Balance, December 31, 202382,751,913 $820 $1,599,197 $(703)$(298,942)$258,742 $ $1,559,114 $27,095 $1,586,209 
The accompanying notes are an integral part of these consolidated financial statements.



F-7

BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)





For the Years Ended December 31,
202320222021
Cash flows from operating activities:
Net income/(loss)$144,509 $14,215 $25,702 
Adjustments to reconcile net income to net cash provided by operating activities:
Premium amortization and (discount accretion), net(13,072)(12,619)(7,035)
Accretion of deferred commitment fees(7,577)(9,450)(10,139)
Amortization of deferred financing costs7,779 6,308 4,561 
Share-based compensation4,761 2,519 211 
Realized (gain)/loss from sale of available for sale trading securities(80)— — 
(Gain)/loss on other real estate investments7,089 692 (9,790)
Realized (gain)/loss from extinguishment of debt(2,201)5,167 4,642 
Realized (gain)/loss on swap terminations— (55,301)(616)
Realized (gain)/loss on sale of commercial mortgage loans, held for sale(3,873)354 — 
Trading (gain)/loss605 119,220 36,128 
Unrealized (gain)/loss on commercial mortgage loans held for sale, measured at fair value(44)511 (469)
Unrealized (gain)/losses on derivative instruments140 15,840 (7,402)
Depreciation and amortization8,412 5,329 2,107 
Provision/(benefit) for credit losses33,738 36,115 (5,192)
Origination of commercial mortgage loans, held for sale, measured at fair value(102,500)(366,692)(420,673)
Proceeds from sale of commercial mortgage loans, held for sale, measured at fair value121,976 384,808 454,073 
Severance and deferred compensation— — (22,168)
Changes in assets and liabilities:
Accrued interest receivable(906)(563)(4,675)
Prepaid expenses and other assets(3,085)(6,879)94,864 
Accounts payable and accrued expenses(5,081)5,027 3,640 
Due to affiliates3,887 (2,109)8,013 
Interest payable2,910 10,023 715 
Net cash (used in)/provided by operating activities$197,387 $152,515 $146,497 
Cash flows from investing activities:
Cash acquired through merger$— $— $174,083 
Origination and purchase of commercial mortgage loans, held for investment(936,271)(2,227,723)(2,881,852)
Principal repayments received on commercial mortgage loans, held for investment1,065,538 1,258,393 1,225,645 
Principal repayments received on commercial mortgage loans, held for sale, measured at fair value— 532 — 
Proceeds from sale of other real estate investments39,755 2,045 30,338 
Purchase of real estate owned and capital expenditures(1,151)(663)(134,052)
Proceeds from sale of commercial mortgage loans, held for sale— 9,344 52,615 
Purchase of real estate securities(223,768)(220,630)— 
Proceeds from sale of real estate securities418,791 3,731,716 2,059,418 
Principal collateral on mortgage investments17,702 545,416 541,313 
Proceeds from sale/(purchase) of derivative instruments211 (1,165)1,239 
Net cash (used in)/provided by investing activities$380,807 $3,097,265 $1,068,747 
 For the Years Ended December 31,
 2017 2016 2015
Cash flows from operating activities:     
Net income$33,779
 $29,990
 $24,933
Adjustments to reconcile net income to net cash provided by operating activities:     
Premium amortization and (discount accretion), net(2,554) (2,336) (1,561)
Accretion of deferred commitment fees(1,372) (1,535) (1,068)
Amortization of deferred financing costs4,650
 4,048
 2,819
Share-based compensation97
 44
 30
Realized loss on sale of real estate securities
 1,906
 
Impairment losses on real estate securities
 310
 
Change in unrealized gains on commercial mortgage loans held-for-sale(247) 247
 
Change in unrealized losses on derivative instruments17
 
 
Loan loss (recovery)/provision(715) 1,293
 318
Origination of commercial mortgage loans, held-for-sale, measured at fair value(156,101) 
 
Proceeds from sale of commercial mortgage loans, held for sale, at fair value132,093
 
 
Changes in assets and liabilities:     
Accrued interest receivable(2,197) 940
 (1,426)
Prepaid expenses and other assets(5,441) (85) 723
Accounts payable and accrued expenses3,341
 360
 (1,707)
Due to affiliates2,357
 (263) 1,812
Interest payable647
 105
 560
Net cash provided by operating activities$8,354
 $35,024
 $25,433
Cash flows from investing activities:     
Origination and purchase of commercial mortgage loans, held for investment$(836,961) $(53,640) $(793,731)
Receivable for loan repayment(48,684) 
 
Purchase of real estate securities
 
 (85,463)
Proceeds from sale of real estate securities34,888
 79,082
 
Purchase of derivative instruments(592) 
 
Proceeds from sale of commercial mortgage loans, held for sale121,658
 44,355
 
Principal repayments received on commercial mortgage loans, held for investment381,933
 67,396
 126,336
Principal repayments received on real estate securities15,000
 2,218
 3,010
Net cash provided by (used in) investing activities$(332,758) $139,411
 $(749,848)
Cash flows from financing activities:     
Proceeds from issuances of common stock$
 $
 $385,203
Common stock repurchases(20,546) (18,965) (2,555)
Reimbursements/(payments) of offering costs and fees related to common stock issuances(1)

 793
 (45,357)
Borrowings under collateralized loan obligation700,862
 
 292,484
Repayments of collateralized loan obligation(143,086) (9,150) 
Borrowings on repurchase agreements - commercial mortgage loans652,978
 233,855
 423,538
Repayments of repurchase agreements - commercial mortgage loans(844,952) (182,430) (367,468)
Borrowings on repurchase agreements - real estate securities499,290
 1,208,244
 690,406
Repayments of repurchase agreements - real estate securities(526,894) (1,258,816) (599,464)

F-8


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)





For the Years Ended December 31,
202320222021
Cash flows from financing activities:
Cash consideration paid in merger$— $— $(20,485)
Proceeds from issuances of redeemable convertible preferred stock— — 15,000 
Payments for common stock repurchases(12,505)(16,579)(11,417)
Shares cancelled for tax withholding on vested equity awards(812)— — 
Payments of offering costs(269)— — 
Borrowings on collateralized loan obligations689,294 1,630,639 1,410,173 
Repayments of collateralized loan obligations(241,223)(662,410)(869,887)
Borrowings on repurchase agreements and revolving credit facilities - commercial mortgage loans600,164 1,918,631 1,874,694 
Repayments of repurchase agreements and revolving credit facilities - commercial mortgage loans(981,317)(2,257,372)(1,131,434)
Borrowings on repurchase agreements - real estate securities870,014 18,457,406 13,553,886 
Repayments of repurchase agreements - real estate securities(1,135,967)(22,196,183)(15,983,193)
Borrowings on other financings59,707 38,537 6,524 
Repayments on other financings(99,474)(139)— 
Borrowings on unsecured debt— — 210,000 
Repayments of unsecured debt(13,367)(50,000)(160,000)
Borrowing on mortgage note payable— — 23,940 
Payments of deferred financing costs(12,905)(15,232)(9,285)
Cash collateral received on interest rate swaps— 56,767 11,138 
Proceeds from interest rate swap settlements— 8,478 9,115 
Distributions to non-controlling interest(1,987)(745)— 
Contributions from non-controlling interest— 125 — 
Distributions paid to common and preferred stockholders(144,347)(139,415)(67,955)
Net cash (used in)/provided by financing activities:$(424,994)$(3,227,492)$(1,139,186)
Net change in cash, cash equivalents and restricted cash$153,200 $22,288 $76,058 
Cash, cash equivalents and restricted cash, beginning of period190,487 168,199 92,141 
Cash, cash equivalents and restricted cash, end of period$343,687 $190,487 $168,199 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period$179,314 $154,929 $82,071 
Restricted cash, beginning of period11,173 13,270 10,070 
Cash, cash equivalents and restricted cash, beginning of period$190,487 $168,199 $92,141 
Cash and cash equivalents, end of period$337,595 $179,314 $154,929 
Restricted cash, end of period6,092 11,173 13,270 
Cash, cash equivalents and restricted cash, end of period$343,687 $190,487 $168,199 
Supplemental disclosures of cash flow information:
Cash payments for income taxes$325 $1,199 $140 
Cash payments for interest295,130 144,195 51,050 
Supplemental disclosures of non-cash flow information:
Common stock issued through distribution reinvestment plan$769 $1,963 $5,110 
 For the Years Ended December 31,
 2017 2016 2015
Borrowings on other financing - commercial mortgage loans36,200
 
 
Repayments on other financing - commercial mortgage loans(10,017) 
 
Decrease/(Increase) in restricted cash related to financing activities(2,976) 345
 (5,298)
Payments of deferred financing costs(11,964) (4,819) (5,704)
Distributions paid(38,828) (40,251) (26,949)
Net cash (used in) provided by financing activities:$290,067
 $(71,194) $738,836
Net change in cash and cash equivalents$(34,337) $103,241
 $14,421
Cash and cash equivalents, beginning of period118,048
 14,807
 386
Cash and cash equivalents, end of period$83,711
 $118,048
 $14,807
Supplemental disclosures of cash flow information:     
Income taxes paid$
 $
 $159
Interest paid27,062
 19,016
 8,889
Supplemental disclosures of non-cash flow information:     
Common stock issued through distribution reinvestment plan20,051
 25,047
 20,161
Distributions payable3,917
 5,591
 5,552
Loans transferred to commercial real estate loans, held-for-sale, transferred at fair value100,005
 21,179
 
_______________________


(1) During 2016, the Company received reimbursement of excess payment of $0.8 million from the Former Advisor for Offering costs. Please refer to Note 9 of the consolidated financial statements for additional details of this reimbursement.FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


For the Years Ended December 31,
202320222021
Distribution payable36,133 36,317 30,346 
Commercial mortgage loans transferred from held for sale to held for investment— 9,296 52,615 
Loans transferred to real estate owned77,305 115,978 — 
Reclassification of assets held for investment to held for sale114,512 — — 
Reclassification of liabilities held for investment to held for sale13,664 — — 
Conversion of preferred stock to common stock5,000 712,428 (127,603)
Issuances of common stock due to merger— — 579,526 
Issuances of Series E preferred stock due to merger— — 258,742 
Unsecured debt assumed due to merger— — 98,574 
Exchange of preferred stock— 94,748 710,431 
The accompanying notes are an integral part of these consolidated financial statements.


F-9

BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023



Note 1 - Organization and Business Operations
Benefit Street PartnersFranklin BSP Realty Trust, Inc., (the "Company"), formerly known as Realty Finance Trust, Inc., is a real estate finance company that primarily originates, acquires and manages a diversified portfolio of commercial real estate debt investments secured by properties located within and outside the United States. The Company was incorporated inis a Maryland on November 15, 2012corporation and commenced operations on May 14, 2013.
The Companyhas made a tax electionelections to be treated as a real estate investment trust (a "REIT") for U.S. federal income tax purposes commencing with its taxable year ended December 31,since 2013.
The Company believes that it has qualified as a REIT and intends to continue to meet the requirements for qualification and taxation as a REIT. In addition, the Company, through a subsidiary which is treated as a taxable REIT subsidiary (a "TRS") is indirectly subject to U.S federal, state and local income taxes. The majoritySubstantially all of the Company's business is conducted through Benefit Street Partners Realty Operating Partnership, L.P. (the “OP”), a Delaware limited partnership. The Company is the sole general partner and directly or indirectly holds all of the units of limited partner interests in the OP. In addition, the Company, through one or more subsidiaries which are treated as a taxable REIT subsidiary (a “TRS”), is indirectly subject to U.S. federal, state and local income taxes.
The Company has no direct employees. Benefit Street Partners L.L.C. serves as the Company's advisor (the "Advisor") pursuant to an advisory agreement, executed on September 29, 2016 (the “Advisory Agreement”), as amended and restated by the amended and restated advisory agreement, executed on January 19, 2018.August 18, 2021 (the "Advisory Agreement"). The Advisor, an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”),SEC, is a credit-focused alternative asset management firm.
Established in 2008, the Advisor's credit platform manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private / private/opportunistic debt, liquid credit, structured credit and commercial real estate debt. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the platform. The Advisor is in partnership with Providence Equity Partners L.L.C., a global private equity firm. The Advisor manages the Company's affairs on a day-to-day basis. The Advisor receives compensation fees and feesreimbursements for services related to the investment and management of the Company's assets and the operations of the Company. Prior to September 29, 2016, Realty Finance Advisor, LLC ("Former Advisor") was the Company's advisor. The Former Advisor was controlled by AR Global Investments, LLC ("AR Global")advisor is a wholly-owned subsidiary of Franklin Resources, Inc., which together with its various subsidiaries operates as "Franklin Templeton”.
The Company invests in commercial real estate debt investments, which may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. The Company also originates conduit loans which the Company intends to sell through its TRS into commercial mortgage-backed securities ("CMBS") at a profit.
The Company may also invest insecuritization transactions. Historically this business has focused primarily on CMBS, commercial real estate securities. Real estate securities may include CMBS, senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies andcollateralized loan obligation bonds ("CRE CLO bonds"), collateralized debt obligations ("CDOs"). and other securities. As a result of the October 2021 acquisition of Capstead Mortgage Corporation ("Capstead"), the Company acquired a portfolio of residential mortgage backed securities (“RMBS”) in the form of residential adjustable-rate mortgage pass-through securities ("ARM Agency Securities" or "ARMs") issued and guaranteed by government-sponsored enterprises or by an agency of the federal government. As of December 31, 2023, the Company has fully disposed of all of its ARM Agency Securities and is continuing to reinvest the proceeds from the sale of these securities in its other businesses. The Company also owns real estate that was either acquired by the Company through foreclosure or deed in lieu of foreclosure, or that was purchased for investment, primarily subject to triple net leases.
Note 2 - Summary of Significant Accounting Policies
Basis of Accounting
The accompanyingCompany's consolidated financial statements and related footnotes have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the requirements for reporting on Form 10-K and Regulation S-X, as appropriate.
Use of Estimates
GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. In the opinion of management, the annual data includes all adjustments, of a normal and recurring nature, necessary for a fair statement of the results for the periods presented.
Certain prior-period amounts have been reclassified to conform with current presentation. In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the periods presented have been included. The current period’s results of operations will not necessarily be indicative of results in any subsequent reporting period.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017

the other partners or members, as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary.


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.
The Company consolidates all entities that it controls through either majority ownership or voting rights. In addition, the Company consolidates all VIEs of which the Company is considered the primary beneficiary. VIEs are entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. Non-controlling interest represents the equity of consolidated joint ventures that are not owned by the Company.
The accompanying consolidated financial statements include the accounts of collateralized loan obligations ("CLOs") issued and securitized by wholly owned subsidiaries of the Company. The Company has determined the CLOs are VIEs of which the Company's subsidiary is the primary beneficiary. The assets and liabilities of the CLOs are consolidated in the accompanying consolidated balance sheetsheets in accordance with ASCFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation.Consolidation.
Acquisition Fees and Acquisition ExpensesReclassifications
The Company has historically incurred acquisition fees and acquisition expenses payableCertain prior year balances have been reclassified in order to conform to the Advisor. The Company’s obligationcurrent period presentation.
For the twelve months ended December 31, 2022 and 2021, $5.2 million and $4.6 million, respectively, related to pay the Advisor acquisition fees terminated in September 2017. Prior to then, the Company paid the Advisor an acquisition fee basedremaining unamortized deferred financing costs on the principal amount funded byredemption of BSPRT 2018-FL4 and BSPRT 2018-FL3, respectively, were reclassified from Interest Expense to Realized gain/(loss) on extinguishment of debt in the Company to originate or acquire commercial mortgage loan investments orconsolidated statements of operations and the consolidated statement of cash flows.
For the twelve months ended December 31, 2022, $33 thousand of Realized loss on the anticipated net equity funded by the Company to acquiresale of other real estate securities. Acquisition feesinvestments, measured at fair value and acquisition expenses paid$0.7 million of Unrealized loss on other real estate investments, measured at fair value were combined to be presented as a net result in Gain/(loss) on other real estate investments in the Company's Advisor in connection withconsolidated statements of operations. For the origination and acquisitiontwelve months ended December 31, 2021, $9.8 million of commercial mortgage loan investments and acquisitionRealized gain on sale of real estate securities owned assets, held for sale and $19 thousand of Unrealized loss on other real estate investments, measured at fair value were evaluated basedcombined to be presented as a net result in Gain/(loss) on the nature of the expense to determine if they should be expensedother real estate investments in the period incurred or capitalized and amortized overconsolidated statements of operations.
Acquisition Expenses
For commercial mortgage loans, held for investment the life of the investment. The Company capitalizes certain direct costs relating to the loan origination activities and theactivities. The cost is amortized over the life of the loan. Pursuant toloan and recognized in Interest income in the Advisory Agreement,consolidated statements of operations. Acquisition expenses paid on future funding amounts are expensed within the Advisor is entitledAcquisition expenses in the consolidated statements of operations.
Cash and Cash Equivalents
Cash consists of amounts deposited with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an acquisition feeinsurance limit. Cash equivalents include short-term, liquid investments in money market funds with original maturities of 1.0%90 days or less when purchased. Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S. federal government insured up to applicable account limits.
Restricted Cash
Restricted cash primarily consists of cash pledged as margin on repurchase agreements and derivative transactions. The duration of this restricted cash generally matches the duration of the principal amount funded by the Company to originaterelated repurchase agreements or acquire commercial mortgage loans (or anticipated net equity funded by the Company in the casederivative transaction.


Commercial Mortgage Loans
Held-for-InvestmentHeld for Investment - Commercial mortgage loans that are held for investment purposes and are anticipated to be held until maturity, are carried at cost, net of unamortized acquisition expenses, discounts or premiums and unfunded commitments. Commercial mortgage loans, held for investment purposes, that are deemed to be impaired are carried at amortized cost less a specific allowance for loancredit losses. Interest income is recorded on the accrual basis and related discounts, premiums and acquisition expenses on investments are amortized over the life of the investment using the effective interest method. Amortization or accretion is reflected as an adjustment to interest income in the Company’s consolidated statements of operations. Guaranteed loan exitcommitment fees payable by the borrower upon maturity are accreted over the life of the investment using the effective interest method. The accretion of guaranteed loan exitcommitment fees is recognized in interestInterest income in the Company's consolidated statements of operation.operations.
Held-for-SaleHeld for Sale - Commercial mortgage loans that are intended to be sold in the foreseeable future are reported as held-for-saleheld for sale and are transferred at fair value and recorded at the lower of cost or fair value with changes recorded through the statements of operations. Unamortized loan origination costs for commercial mortgage loans held-for-saleheld for sale that are carried at the lower of cost or fair value are capitalized as part of the carrying value of the loans and recognized upon the sale of such loans. Amortization of origination costs ceases upon transfer of commercial mortgage loans to held-for-sale.held for sale.
Held-for-Sale, AccountedHeld for Under theSale, Measured at Fair Value Option - The fair value option provides an option to irrevocably elect fair value as an alternative measurement for selected financial assets, financial liabilities, and written loan commitments. The Company has elected to measure commercial mortgage loans held-for-saleheld for sale in the Company's TRS under the fair value option. These commercial mortgage loans are included in the Commercial mortgage loans, held-for-sale,held for sale, measured at fair value in the consolidated balance sheet.sheets. Interest income received on commercial mortgage loans held-for-saleheld for sale, measured at fair value is recorded on the accrual basis of accounting and is included in interestInterest income in the consolidated statements of operations. Costs to originate these investments are expensed when incurred.
AsReal estate owned
The Company classifies its real estate owned as long-lived assets held for investment or as long-lived assets held for sale. Held for investment assets are stated at cost, as adjusted for any impairment loss, less accumulated depreciation.
Real estate owned, held for investment - Amounts capitalized to real estate owned, held for investment consist of the cost of acquisition or construction, any tenant improvements or major improvements, betterments that extend the useful life of the related asset, and transaction costs associated with the acquisition of an individual asset that does not qualify as a business combination. All repairs and maintenance are expensed as incurred. Additionally, the Company capitalizes interest while the development, or redevelopment, of a real estate owned asset is in progress. No development or redevelopments of real estate owned assets are in progress as of December 31, 2017,2023.
The Company’s real estate owned, held for investment assets are depreciated or amortized using the straight-line method over the following useful lives:
Building40 years
Furniture, fixtures, and equipment15 years
Site Improvements5 - 25 years
Intangible Lease AssetsLease Term
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate and related intangible assets of either operating properties or properties under construction in which the Company has an ownership interest, either directly or through investments in joint ventures, may not be recoverable. When indicators of potential impairment are present, management assesses whether the respective carrying values will be recovered from the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition for assets held for use, or from the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use or the estimated fair value, amountless costs to sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts such assets to the respective estimated fair values and recognizes an impairment loss. Estimated fair values are calculated based on the contractual principal outstandingfollowing information, depending upon availability, in order of commercial mortgage loans accountedpreference: (i) recently quoted market prices, (ii) market prices for undercomparable properties, or (iii) the fairpresent value option was $28.5 million. None of the Company's commercial mortgage loans accounted for under the fairundiscounted cash flows, including estimated sales value option are in default or greater than ninety days past due. For the year ended December 31, 2017, the

(which is based on key assumptions such as estimated market rents, lease-up periods, estimated lease terms, and capitalization and discount rates) less estimated selling costs.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Company hasReal estate owned, held for sale - Real estate owned is classified as held for sale in the period in which the six criteria under ASC Topic 360, "Property, Plant, and Equipment" are met: (i) we commit to a realized gain of $4.5 million relatingplan and have the authority to sell the asset; (ii) the asset is available for sale in its current condition; (iii) we have initiated an active marketing plan to locate a buyer for the asset; (iv) the sale of commercial mortgage loansthe asset is both probable and expected to qualify for full sales recognition within a period of 12 months; (v) the asset is being actively marketed for sale at a price that is reflective of its current fair value; and (vi) we do not anticipate changes to our plan to sell the asset. Held for sale assets are accountedcarried at the lower of depreciated cost or estimated fair value, less estimated costs to sell.
Real estate owned assets are not depreciated or amortized while they are classified as held for undersale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be accrued. Upon the disposition of a real estate owned asset, the Company calculates realized gains and losses as net proceeds received less the carrying value of the real estate owned asset. Net proceeds received are net of direct selling costs associated with the disposition of the real estate owned asset.
Fair Value of Assets and Liabilities of Acquired Properties
Upon the acquisition of real properties, the Company records the fair value option. Acquisitionof properties (plus any related acquisition costs) allocated based on relative fair value as tangible assets, consisting of land and building, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases and the value of in-place leases, based on their estimated fair values. Substantially all of the Company’s property acquisitions qualify as asset acquisitions under ASC 805, Business Combinations.
The estimated fair values of the tangible assets of an acquired property are determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building based on management’s determination of the estimated fair value of these assets. Management relies on a sales comparison approach using closed land sales and listings in determining the land value, and determines the as-if-vacant estimated fair value of a property using methods similar to those used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance, and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on originating these investmentscurrent market demand. Management also estimates the cost to execute similar leases including leasing commissions, legal, and other related costs.
The estimated fair values of above-market and below-market in-place leases are expensed when incurred. Asrecorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of December 31, 2016, the Company did not accountdifference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of market rates for the corresponding in-place leases, measured over a period equal to the remaining terms of the leases, taking into consideration the probability of renewals for any below-market leases. The capitalized above-market and below-market lease values are recorded as intangible lease assets or liabilities and amortized as an adjustment to rental revenues over the remaining terms of its commercial mortgage loans under the respective leases.
The estimated fair values of in-place leases include an estimate of the direct costs associated with obtaining the acquired or "in place" tenant and estimates of opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease. The amount capitalized as direct costs associated with obtaining a tenant include commissions, tenant improvements, and other direct costs and are estimated based on management’s consideration of current market costs to execute a similar lease. These direct lease origination costs are included in deferred lease costs in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases. The value option.of opportunity costs is calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These lease intangibles are included in intangible lease assets in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.
Allowance for LoanCredit Losses
The allowance for credit losses required under ASU 2016-13 is deducted from the respective loan's amortized cost basis in the consolidated balance sheets.


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
General allowance for credit losses
The general allowance for credit losses for the Company’s financial instruments carried at amortized cost and off-balance sheet credit exposures, such as loans held for investment and unfunded loan losses reflects management'scommitments represents a lifetime estimate of expected credit losses. Factors considered by the Company when determining the general provision for credit losses reserve include loan-specific characteristics such as loan-to-value (“LTV”) ratio, vintage year, loan losses inherent in the loan portfolio asterm, property type, occupancy and geographic location, financial performance of the balance sheet date. borrower, expected payments of principal and interest, as well as internal or external information relating to past events, current conditions and forward looking information through the use of projected macroeconomic scenarios over the reasonable and supportable forecasts.
The general allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist for multiple financial instruments. If similar risk characteristics do not exist, the Company measures the general allowance for credit losses on an individual instrument basis. The determination of whether a particular financial instrument should be included in a pool can change over time. If a financial asset’s risk characteristics change, the Company evaluates whether it is appropriate to continue to keep the financial instrument in its existing pool or evaluate it individually.
In measuring the general allowance for credit losses for financial instruments such as loans held for investment and unfunded loan commitments that share similar risk characteristics, the Company primarily applies a probability of default (“PD”)/loss given default (“LGD”) model for instruments that are collectively assessed, whereby the provision for credit losses is calculated as the product of PD, LGD and exposure at default (“EAD”). The Company’s model to determine the general allowance for credit losses principally utilizes historical loss rates derived from a commercial mortgage backed securities database with historical losses from 2002 to 2021 provided by a reputable third party, forecasting the loss parameters based on a projected macroeconomic scenario using a probability-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by an immediate reversion to average historical losses.
Specific allowance for credit losses
For financial instruments where the borrower is experiencing financial difficulty based on the Company’s assessment at the reporting date and the repayment is expected to be provided substantially through the operation or sale of the collateral, the Company may elect to use as a practical expedient the fair value of the collateral at the reporting date when determining the provision for credit losses.
For loans held for investment which the Company identifies reasonable doubt as to whether the collection of contractual components can be satisfied, a loan specific allowance for credit losses analysis is performed. Determining whether a specific allowance for credit losses for a loan is required entails significant judgment from management and is based on several factors including (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to have a specific allowance for credit losses, the specific allowance for credit losses is recorded as a component of our Current Expected Credit Loss ("CECL") reserve by applying the practical expedient for collateral dependent loans. The CECL reserve is increased or decreased throughassessed on an individual basis for such loans by comparing the loan loss provision or recovery on the Company's consolidated statements of operations and is decreased by charge-offs when losses are confirmed through the receipt of assets, such as cash in a pre-foreclosure sale or upon ownership controlestimated fair value of the underlying collateral, in full satisfactionless costs to sell, to the book value of the respective loan. The estimated fair value of the underlying collateral requires judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plans, loan upon foreclosure or when significant collection efforts have ceased.sponsorship, actions of other lenders, and other factors deemed relevant by the Company. Actual losses, if any, could ultimately differ materially from these estimates. The Company usesonly expects to write-off specific provisions if and when such amounts are deemed non-recoverable. Non-recoverability is generally determined at the time a uniform process for determining its allowance for loan losses. The allowance for loan losses includes a general, formula-based component and an asset-specific component.
General reserves are recordedis settled, or in the case of foreclosure, when (i) available information as of each balance sheet date indicates thatthe underlying asset is sold. Non-recoverability may also be concluded if, in the Company's determination, it is probabledeemed certain that all amounts due will not be collected. If a loss has occurred in the portfolio and (ii) the amount of the loss canloan is determined to be reasonably estimated. The Company estimates loss ratesimpaired based on historical realized losses experienced in the industry, given the fact the Company has not experienced any losses, and takes into account current collateral and economic conditions affecting the probability and severity of losses when establishingabove considerations, management records a write-off through a charge to the allowance for credit losses and the respective loan losses. Thebalance.
Risk Rating
In developing the provision for credit losses for its loans held for investment, the Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investmentcollectability, using similar factors as those in collateral, collateral type, project economics and geographic location as well as national and regional economic factors.developing the provision for credit losses. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. RatingsRisk rating categories range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss.loss with the ratings updated quarterly. At the time of origination or purchase, loans held for investment are ranked as a “2” and will move accordingly going forward based on the ratings which are defined as follows:


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
1.Very Low Risk- Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2.Low Risk- Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3.Average Risk- Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4.High Risk/Delinquent/Defaulted/Potential for Loss- Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5.Impaired/Loss Likely- Underperforming investment with expected loss of interest and some principal.
The asset-specific reserve component relatesCompany also considers qualitative and environmental factors, including, but not limited to, reserves for losses on individual impaired loans. The Company considers a loan to be impaired when, based upon current informationeconomic and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual termsbusiness conditions, nature and volume of the loan agreement. This assessment is made on an individual loan basis each quarter based onportfolio, lending terms, volume and severity of past due loans, concentration of credit and changes in the level of such factors as payment status, lien position, borrower financial resources and investmentconcentrations in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. A reserve is established for an impaired loan when the present value of payments expected to be received, observable market prices or the estimated fair valueits determination of the collateral (forprovision for credit losses.
Changes in the provision for credit losses for the Company’s financial instruments are recorded in (Provision)/benefit for credit losses in the consolidated statements of operations with a corresponding offset to the financial instrument’s amortized cost recorded in the consolidated balance sheets, or as a component of Accounts payable and accrued expenses for unfunded loan commitments.
The Company has elected to not measure a provision for credit losses for accrued interest receivable as balances are written off in a timely manner when loans, thatreal estate securities or preferred equity investments are dependent on the collateral for repayment) is lower than the carrying value of that loan.
For collateral dependent impaired loans, impairment is measured using the estimated fair value of collateral less the estimated cost to sell. Valuations are performed or obtained at the time a loan is determined to be impaired and designated as non-performing and they are updated if circumstances indicate that a significant change in value has occurred. The Advisor generally will use the income approach through internally developed valuation models to estimate the fair valueplaced on non-accrual or cost recovery status within 90 days of the collateral for such loans. In more limited cases, the Advisor will obtain external "as is" appraisals for loan collateral, generally when third party participations exist.becoming past due.
A loan is also considered impaired if its terms are modified in a troubled debt restructuring ("TDR"). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loans.Non-performing status
The Company designates loans as non-performing loans at such time aswhen (i) loan paymentsfull payment of principal and coupon interest components become 90-days past due;due ("non-accrual status"); or (ii) the loanCompany has a maturity default; or (iii) inreasonable doubt as to whether the opinioncollection of the Company, it is probable the Company willcontractual components can be unable to collect all amounts due according to the contractual terms of the loan. Income recognition will be suspended whensatisfied ("cost recovery status"). When a loan is designated as non-performing and resumedplaced on non-accrual status, interest is only recognized as income when payment has been received. Loans designated as non-performing and placed on non-accrual status are removed from their non-performing designation when collection of principal and coupon interest components have been satisfied. When a loan is designated as non-performing and placed on cost recovery status, the suspended loan becomes contractually current and performancecost-recovery method is demonstratedapplied to have resumed. A loan will be written off when itwhich receipt of principal or coupon interest is no longer realizable and legally discharged.recorded as a reduction to the amortized cost until collection of all contractual components are reasonably assured.
Real Estate Securities
On the acquisition date, all of theAvailable For Sale
The Company’s commercial real estate securities wereare classified as available for sale ("AFS") and carried at fair value, and subsequently any unrealized gains or losses are recognized as a component of accumulated other comprehensive income or loss. The Company may elect thevalue. Changes in fair value optionof available for itssale real estate securities and as a result, any unrealized gains or losses on such real estate securities will be recordedare recognized in the Company’s consolidated statementstatements of operations. No such election has been made to date.comprehensive income. Related discounts, premiums and acquisition expenses on investments are amortized or accreted over the life of the investment using the effective interest method. Amortization isand accretion are reflected as an adjustment to interest income in the Company’sconsolidated statements of operations. The Company uses the specific identification method in determining the cost relief for real estate securities sold. Realized gains and losses from the sale of available for sale securities are included in the consolidated statements of operations.
Impairment Analysis of Real Estate Securities
CommercialAFS real estate securities for which have experienced a decline in the fair value option hasbelow their amortized cost basis (i.e., impairment) are evaluated each reporting period to determine whether the decline in fair value is due to credit-related factors. Any impairment that is not been elected are periodically evaluated for other-than-temporary impairment.credit-related is recognized in accumulated other comprehensive income, while credit-related impairment is recognized as an allowance in the consolidated balance sheets with a corresponding adjustment in the consolidated statements of operations. If the fair value ofCompany intends to sell an impaired real estate security or more likely than not will be required to sell such a security is less thanbefore recovering its amortized cost basis, the entire impairment amount is recognized in the consolidated statements of operations with a corresponding adjustment to the security’s amortized cost basis.
The Company analyzes the AFS real estate securities portfolio on a periodic basis for credit losses at the individual security level using the same criteria described above for those amortized cost financial assets subject to an provision for credit losses including but not limited to; performance of the underlying assets in the security, is considered impaired.

borrower financial resources and investment in collateral, collateral type, credit ratings, project economics and geographic location as well as national and regional economic factors.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Impairment of a security is considered other-than-temporary when (i) the Company has the intent to sell the impaired security; (ii) it is more likely than not the Company will be required to sell the security; or (iii) the Company does not expect to recover the entire amortized costThe non-credit loss component of the security. Ifunrealized loss within the Company determines that an other-than-temporary impairment exists and a sale is likely, the impairment chargeCompany’s AFS portfolio is recognized as an impairment of assets onadjustment to the Company's consolidated statement of operations. If a sale is not expected, the portion of the impairment charge relatedindividual security’s asset balance with an offsetting entry to credit factors is recorded as an impairment of assets on the Company's consolidated statement of operations with the remainder recorded as an unrealized gain or loss on investments reported as a component of accumulatedAccumulated other comprehensive income or loss.income/(loss) in the consolidated balance sheets.
Repurchase Agreements
Commercial mortgage loans and real estate securities sold under repurchase agreements have been treated as collateralized financing transactions because the Company maintains effective control over the transferred securities. Commercial mortgage loans and real estate securities financed through a repurchase agreementagreements remain onin the Company’s consolidated balance sheetsheets as an asset and cash received from the purchaser is recorded as a liability. Interest paid in accordance with repurchase agreements is recorded in interestInterest expense on in the Company's consolidated statements of operations.
Cash and Cash EquivalentsDeferred Financing Costs
Cash represents deposits with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit. Cash equivalents include short-term, liquid investments in money market funds.
Restricted Cash
Restricted cash primarily consists of cash pledged as margin on repurchase agreements.
Prepaid Expenses
Prepaid expenses consists ofThe deferred financing costs related to ourthe Company's various Master Repurchase Agreements as well as certain prepaid subscription costs.costs are included in Prepaid expenses and other assets in the consolidated balance sheets. Deferred financing cost on the Company's CLO are netted against the Company's CLO payable in Collateralized loan obligations in the consolidated balance sheets. Deferred financing costs are amortized over the terms of the respective financing agreement using the effective interest method and included in interestInterest expense on in the Company's consolidated statements of operations. Unamortized deferred financing costs are generally expensedrealized in Realized gain/(loss) on extinguishment of debt in the consolidated statements of operations when the associated debt is refinanced or repaid before maturity.
Share Repurchase ProgramOffering and Related Costs
TheSince 2018, the Company has a Share Repurchase Program (the "SRP"), which became effective as of February 28, 2016, that enables stockholders to sell their shares to the Company.
Subject to certain conditions, stockholders that purchased shares of our common stock or received their shares from us (directly or indirectly) through one or more non-cash transactions and have held their shares for a period of at least one year may request that we repurchase their shares of common stock so long as the repurchase otherwise complies with the provisions of Maryland law. Repurchase requests made following the death or qualifying disability of a stockholder will not be subject to any minimum holding period.
On August 10, 2017, our board of directors amended the SRP to provide that the repurchase price per share for requests will be equal to the lesser of (i) our most recent estimated per-share NAV, as approved by our board of directors from time to time offered, shares of the Company’s common stock or one or more series of its preferred stock, including its former Series C convertible preferred stock (the “Series C Preferred Stock,”), former Series D convertible preferred stock (the “Series D Preferred Stock”), Series H convertible preferred stock (the “Series H Preferred Stock”) and (ii) our book value per share, computedformer Series I convertible preferred stock (the “Series I Preferred Stock”) in accordanceprivate placements exempt from the registration requirements of the Securities Act of 1933, as amended. In connection with GAAP, multiplied by a percentage equalthese offerings, the Company incurred various offering costs. These offering costs include but are not limited to (i) 92.5%, iflegal, accounting, printing, mailing and filing fees, and diligence expenses of broker-dealers. Offering costs for the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95%, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5%, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100%, if the person seeking repurchase has held his or her shares for a period greater than four years orcommon stock are recorded in the caseCompany’s stockholders’ equity, while the offering costs for the Series C Preferred Stock and Series D Preferred Stock are included within Series C Preferred Stock and Series D Preferred Stock, respectively, in the consolidated balance sheets. Offering costs for the Series H Preferred Stock and Series I Preferred Stock were expensed in the consolidated statement of requests for deathoperations.
Equity Incentive Plan
The Company maintains the Franklin BSP Realty Trust, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”), pursuant to which the Company has granted and may in the future, from time to time, grant equity awards to the Company’s directors, officers and employees (if it ever has employees), employees of the Advisor and its affiliates, or disability.
Calculationscertain of our estimated per-share NAV will occur periodically, at the discretionCompany’s consultants, advisors or other service providers to the Company or an affiliate of the Company. The 2021 Incentive Plan, which is administered by the Compensation Committee of the board of directors, providedprovides for the grant of awards of share options, share appreciation rights, restricted shares, restricted share units, deferred share units, unrestricted shares, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards, long-term incentive plan units and cash bonus awards.
Since 2022, the Company has been issuing under the 2021 Incentive Plan annual awards of restricted stock units ("RSUs") to its officers and certain other personnel of the Advisor who provide services to the Company. These awards are service-based and vest in equal annual installments beginning on the anniversary of the date of grant over a period of three years, subject to continuing service. One share of the Company’s common stock is issued for each unit that such calculationsvests. These awards also grant non-forfeitable dividend equivalent rights equal to the cash dividend paid in the ordinary course on a common share to the Company's common shareholders. Upon termination for any reason, all unvested RSUs will be made at least annually. Following its calculation, our estimated per-share NAVforfeited by the grantee, who will be disclosedgiven no further rights to such RSUs. The fair value of the RSUs is expensed over the vesting period, which are included in a periodic report. Share-based compensation in the consolidated statements of operations.
Restricted Share Plan
The most recent calculationCompany also had an Amended and Restated Employee and Director Incentive Restricted Share Plan (the "RSP"), which provided the Company with the ability to grant awards of our estimated per-share NAV approved by the board of directors occurred on November 10, 2017 based on our net asset value as of September 30, 2017 and was equal to $19.02.
Repurchases pursuantrestricted shares to the SRP, when requested, generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5%Company’s directors, officers and employees (if the Company ever has employees), employees of the weighted average numberAdvisor and its affiliates, employees of shares of common stock outstanding duringentities that provide services to the previous fiscal year, with a maximum for any fiscal year of 5.0%Company, directors of the weighted average numberAdvisor or of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuantentities that provide services to the SRP for any given fiscal semester will be limited to proceeds received during that same fiscal semester throughCompany, the issuance of common stock pursuant to any DRIP in effect from time to time, provided that the board of directors has the power, inAdvisor and its sole discretion, to determine the amount of shares repurchased during any fiscal semester as well as the amount of funds to be used for that purpose. Due to these limitations, we cannot guarantee that we will be able to accommodate all repurchase requests made during any fiscal semester or fiscal year. However, a stockholder may withdraw its request at any time or ask that we honor the request when funds are available. Pending repurchase requests will be honoredaffiliates. The RSP expired on a

February 7, 2023.
F-13


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Distribution Reinvestment Plan
pro rata basis. We will generally pay repurchase proceeds, less any applicable tax or other withholding required by law,The Company maintains a dividend reinvestment plan ("DRIP") pursuant to which stockholders may reinvest dividends into shares of common stock. Shares of common stock purchased through the DRIP for dividend reinvestments are supplied either directly by the 31st day following the end of the fiscal semester during which the repurchase request was made.
When a stockholder requests a redemption and the redemption is approvedCompany as newly issued shares or via purchases by the boardDRIP administrator of directors, we will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares.
Offering and Related Costs
Prior to January 2016, we were offering for sale a maximum of $2.0 billionshares of common stock on a reasonable best efforts basis (the "Offering"), pursuant to a registration statement on Form S-11 filed with the SEC underopen market, at the Securities ActCompany’s option. If the shares are purchased in the open market, the purchase price is the average price per share of 1933, as amended. Prior toshares purchased; if the terminationshares are purchased directly from the Company, the purchase price is generally the average of the Offering, offeringdaily high and related costs included all expenses incurred in connection with the Offering. Offering costs (other than selling commissions and the dealer manager fee) of the Company were paid by the Former Advisor, and Realty Capital Securities, LLC (the "Former Dealer Manager") or their affiliates on behalf of the Company. Offering costs were reclassified from deferred costs to stockholders' equity on the day the Company commenced its operations. Offering costs included all expenses incurred by the Company in connection with its Offering as of the balance sheet date presented. These costs include but were not limited to (i) legal, accounting, printing, mailing and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Former Dealer Manager for amounts it paid to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Former Advisorlow sales prices for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company was obligated to reimburse the Former Advisor or its affiliates, as applicable, for organizational and offering costs paid by them on behalf of the Company to the extent organizational and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in the Offering did not exceed 2% of gross offering proceeds. The Former Advisor was required to reimburse the Company to the extent that organization and offering and related costs paid by the Company exceeded 2% of gross offering proceeds. As a result, these costs were only a liability of the Company to the extent aggregate selling commissions, the dealer manager fees and other organization and offering costs did not exceed 12% of the gross Offering proceeds determined at the end of the Offering. See Note 9 - Related Party Transactions and Arrangements.
Distribution Reinvestment Plan
Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing sharesshare of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant toreported by the DRIP. Participants purchasing shares pursuant toNYSE on the DRIP havedividend payment date authorized by the same rights and are treated in the same manner as if such shares were issued pursuant to the Offering. TheCompany’s board of directors may designate that certain cash or other distributions be excluded from the DRIP.directors. The Company has the right to amend any aspect of the DRIPmay suspend, modify or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP are recorded to equityat any time in the consolidated balance sheet in the period distributions are declared.
Share-Based Compensation
The Company has a share-based incentive plan for certain of the Company's directors, officers and employees of the Advisor and its affiliates. Share-based awards are measured at the grant date fair value and is recognized as compensation expense on a on a straight line basis over the related vesting period of the award. See Note 10 - Share-Based Compensation.sole discretion.
Income Taxes
The Company has conducted its operations to qualify as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2013. As a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90% of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to its stockholders in a year, it will not be subject to U.S. federal income tax to the extent of the income that it distributes. However, even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on income in addition to U.S. federal income and excise taxes on its undistributed income. The Company, through its TRS,TRSs, is indirectly subject to U.S. federal, state and local income taxes. The Company’s TRS isTRSs are not consolidated for U.S. federal income tax purposes, but isare instead taxed as a C corporation.corporations. For financial reporting purposes, the TRSs are consolidated and a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in its TRS. Total income tax expense for the year ended December 31, 2017 was $0.2 million. There was no income tax provision(provision)/benefit for the years ended December 31, 20162023, 2022, and 2015.2021 were $2.8 million, $0.4 million, and $(3.6) million, respectively.
The Company uses a more-likely-than-not threshold for recognition and derecognition of tax positions taken or to be taken in a tax return. The Company has assessed its tax positions for all open tax years beginning with December 31, 20142017 and concluded that there were no uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as provision for income taxes.

F-14

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017

The estimated tax characteristic of $1.80 distributions per common share declared during 2017 was $1.07 ordinary income and $0.73 return of capital. The estimated tax characteristics of the $2.06 distributions per common share declared during 2016 was $0.98 ordinary income and $1.08 return of capital.
The Company utilizeutilizes the TRSTRSs to reduce the impact of the prohibited transaction tax and to avoid penalty for the holding of assets not qualifying as real estate assets for purposes of the REIT asset tests. Any income associated with a TRS is fully taxable because the TRS is subject to federal and state income taxes as a domestic C corporation based upon its net income.
Enacted on December 22, 2017, the recently passed Tax Cuts and Jobs Act ("TCJA") made many significant changes to the U.S. federal income tax laws applicable to businesses and their owners, including REITs and their stockholders, and may lessen the relative competitive advantage of operating as a REIT rather than as a C corporation. Pursuant to this legislation, as of January 1, 2018, (1) the federal income tax rate applicable to corporations is reduced to 21%, (2) the highest marginal individual income tax rate is reduced to 37% (through taxable years ending in 2025), (3) the corporate alternative minimum tax is repealed, and (4) the backup withholding rate for U.S. stockholders is reduced to 24%. The amounts recorded in the consolidated statement of operations is provisional. Due to the timing of the enacted legislation, as well as the technical corrections, amendments or administrative guidance that could clarify the treatment of certain provisions, the Company will continue to evaluate its conclusions and update its estimates as necessary.
Derivatives and Hedging Activities
In the normal course of business, the Company is exposed to the effect of interest rate changes and may undertake a strategy to limit these risks through the use of derivatives. The Company uses derivatives primarily to economically hedge against interest rates, CMBS spreads and macro market risk in order to minimize volatility. The Company may use a variety of derivative instruments that are considered conventional, such asincluding but not limited to: Treasury note futures and credit derivatives on various indices including CMBX and CDX.
The Company recognizes all derivatives on the consolidated balance sheets at fair value. The Company does not designate derivatives as hedges to qualify for hedge accounting for financial reporting purposes and therefore any net payments under, or fluctuations in the fair value of these derivatives have been recognized currently in unrealized gain/(loss)Unrealized (gain)/loss on derivative instruments in the accompanying consolidated statements of operations. The Company records derivative asset and liability positions on a gross basis with any collateral posted with or received from counterparties recorded separately onwithin Restricted cash in the Company’s consolidated balance sheets. Certain derivatives that the Company has entered into are subject to master netting agreements with its counterparties, allowing for netting of the same transaction, in the same currency, on the same date.
Per Share Data
The Company’s Series H Preferred Stock and Series I Preferred Stock are each considered a participating security and the Company calculates basic earnings per share using the two-class method. The Company’s dilutive earnings per share calculation is computed using the more dilutive result of the treasury stock method, assuming the participating security is a potential common share, or the two-class method, assuming the participating security is not converted. The Company calculates basic earnings per share by dividing net income attributableapplicable to the Companycommon stock for the period by the weighted-average number of shares of common stock outstanding for that period. Diluted earnings per share reflects the potential dilution that could occur from shares outstanding if potential shares of common stock with a dilutive effect have been issued in connection with the restricted stock plan or upon conversion of the outstanding shares of the Company’s Series H Preferred Stock and Series I Preferred Stock, except when doing so would be anti-dilutive.


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
Reportable Segments
The Company has determined that it has threefour reportable segments based on how the chief operating decision maker reviews and manages the business. The threefour reporting segments are as follows:
The real estate debt business which is focusedfocuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans,mortgages, subordinate mortgages, mezzanine loans and participations in such loans.
The real estate securities business which is focusedfocuses on investing in and asset managing commercial real estate securitiessecurities. Historically this business has focused primarily consisting ofon CMBS, and may include unsecured REIT debt,CRE CLO bonds, CDO notes, and other securities. As a result of the October 2021 acquisition of Capstead, the Company acquired a portfolio of ARM Agency Securities. The portfolio was completely divested by the third quarter of 2023.
The commercial real estate conduit business operated business through the Company's TRS, which is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit. The TRS may also hold certain mezzanine loans that don't qualify as good REIT assets due to any potential loss from foreclosure.
The real estate owned business represents real estate acquired by the Company through foreclosure, deed in lieu of foreclosure, or purchase.
See Note 1416 - Segment Reporting for further information regarding the Company's segments.

Redeemable Convertible Preferred Stock
Recently Adopted Accounting PronouncementsThe Company’s outstanding classes of redeemable convertible preferred stock are classified outside of permanent equity in the consolidated balance sheets.
Series H Preferred Stock
In October 2016,The Series H Preferred Stock ranks senior to the FASB issued guidance where a reporting entity will needCommon Stock and on parity with the Company’s 7.50% Series E Cumulative Redeemable Preferred Stock ("Series E Preferred Stock") with respect to evaluate if it should consolidate a VIE.priority in dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company. The amendments change the evaluationliquidation preference of whether a reporting entityeach share of Series H Preferred Stock is the primary beneficiarygreater of (i) $5,000 plus accrued and unpaid dividends, and (ii) the amount that would be received upon a VIEconversion of the Series H Preferred Stock into the Common Stock.
Dividends on the Series H Preferred Stock, which are typically declared and paid quarterly, accrue at a rate equal to the greater of (i) an annual amount equal to 4.0% of the liquidation preference per share and (ii) the dividends that would have been paid had such share of Series H Preferred Stock been converted into a share of common stock on the first day of such quarter, subject to proration in the event the share of Series H preferred stock is not outstanding for the full quarter. Dividends are paid in arrears. Dividends will accumulate and be cumulative from the most recent date to which dividends had been paid.
On January 10, 2024, the Series H Preferred Stock was amended such that the mandatory conversion date was extended by changing howone year, to January 21, 2025. Unless earlier converted, the Series H Preferred Stock will automatically convert into common stock at a rate of 299.2 shares of common stock per share of Series H Preferred Stock (subject to adjustments as described in the Articles Supplementary for the Series H Preferred Stock) on January 21, 2025. The holder of the Series H Preferred Stock has the right to convert up to 4,487 shares of Series H Preferred Stock one time in each calendar month through December 2024, upon 10 business days’ advance notice to the Company.
Holders of the Series H Preferred Stock (voting as a single decision makerclass with holders of common stock) are entitled to vote on each matter submitted to a VIE treats indirect interests invote of the entity held through related parties thatstockholders of the Company upon which the holders of common stock are underentitled to vote. The number of votes applicable to a share of outstanding Series H Preferred Stock will be equal to the number of shares of common controlstock a share of Series H Preferred Stock could have been converted into as of the record date set for purposes of such stockholder vote (rounded down to the nearest whole number of shares of common stock). In addition, the affirmative vote of the holders of two-thirds of the outstanding shares of Series H Preferred Stock, voting as a single class with other shares of parity preferred stock, is required to approve the reporting entity. The revised guidance is effective for reporting periods beginning after December 15, 2016. The Company adopted this guidance on January 1, 2017. The applicationissuance of this guidance did not have a material impact onany equity securities senior to the Company’s consolidated financial statements.

Series H Preferred Stock and to take certain actions materially adverse to the holders of the Series H Preferred Stock.
F-15


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Series I Preferred Stock
On January 19, 2023, all of the 1,000 outstanding shares of the Series I Preferred Stock converted by their terms into 299.2 shares of common stock per share of Series I Preferred Stock.
Future AdoptionPerpetual Preferred Stock—Series E Preferred Stock
The Series E Preferred Stock has no stated maturity and is not subject to any sinking fund or mandatory redemption. The Series E Preferred Stock ranks, with respect to rights to the payment of dividends and the distribution of assets upon its liquidation, dissolution or winding up, senior to the common stock and on a parity with the Series H Preferred Stock. The liquidation preference is $25.00 per share, plus an amount equal to any accumulated and unpaid dividends.
Holders of shares of the Series E Preferred Stock are entitled to receive, when, as and if authorized by our board of directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 7.50% of the $25.00 per share liquidation preference per annum (equivalent to $1.875 per annum per share). Dividends on the Series E Preferred Stock are cumulative and payable quarterly in arrears.
Dividends on the Series E Preferred Stock will accumulate whether or not the Company has earnings, whether or not there are funds legally available for the payment of those dividends and whether or not those dividends are declared.
The Company may, at its option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series E Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. Upon a change of control of the Company, in the event the Company does not redeem the Series E Preferred Stock, a holder of Series E Preferred Stock will have the right to convert to Common Stock upon the terms set forth in the applicable Articles Supplementary.
The Series E Preferred Stock is listed on the New York Stock Exchange under the symbol “FBRT PRE”.
Recently Issued Accounting Pronouncements

In March 2016,2022, the Financial Accounting Standards BoardFASB issued ASU 2022-02 "Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures," or ASU 2022-02. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings ("FASB"TDR") issued guidance whichand requires an entitydisclosure of current-period gross write-offs by year of loan origination. Additionally, ASU 2022-02 updates the accounting for credit losses under ASC 326 and adds enhanced disclosures with respect to determine whetherloan refinancing and restructuring in the natureform of its promise to provide goodsprincipal forgiveness, interest rate concessions, other-than-insignificant payment delays, or services to a customerterm extensions when the borrower is performed in a principal or agent capacity and to recognize revenue in a gross or net manner based on its principal/agent designation. Theexperiencing financial difficulties. On January 1, 2023, the Company adopted thisASU 2022-02 on a prospective basis and the adoption had no significant or material impact to the Company's consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to the US GAAP guidance on January 1, 2018.contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London interbank offered rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance and generally can be elected over time through December 31, 2024, as extended under ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. During the third quarter of 2023, the Company adopted ASU 2020-04. The adoption of this guidanceASU 2020-04 did not have a material impact on the Company's consolidated financial statements.

statements as of December 31, 2023.
In August 2016,November 2023, the FASB issued guidanceASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on how certain transactions should be classifiedan annual and presented ininterim basis. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We do not expect the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company adopted this guidance on January 1, 2018. The adoption of this guidance did notASU 2023-07 to have a material impact on the Company'sour consolidated financial statements.

In November 2016,December 2023, the FASB issued guidanceAccounting Standards Update, or ASU, 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on the classification of restricted cash inentity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the statement of cash flows. The amendment requires restricted cash to be included inoption for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the beginning-of-period and end-of-period total cash amounts. Therefore, transfers between cash and restricted cash will no longer be shown on the statement of cash flows. The Company adopted this guidance on January 1, 2018. The adoption of this guidance did notASU 2023-09 to have a material impact on the Company'sour consolidated financial statements.
In June 2016, the FASB issued guidance that changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. The amendments become effective for reporting periods beginning after December 15, 2019. The amendments may be adopted early for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of this new guidance.
In February 2018, the FASB issued guidance that allows an entity to elect to reclassify the stranded tax effects related to the Tax Cuts and Jobs Act of 2017 from accumulated other comprehensive income into retained earnings. The amendments become effective January 1, 2019, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance.


F-16

BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Note 3 - Commercial Mortgage Loans
The following table is a summary of the Company's commercial mortgage loans, held-for-investment,held for investment, carrying values by class (dollars in thousands):
December 31, 2023December 31, 2022
Senior loans$5,017,569 $5,251,464 
Mezzanine loans19,373 18,312 
Total gross carrying value of loans5,036,942 5,269,776 
General allowance for credit losses47,175 26,624 
Specific allowance for credit losses (1)
— 14,224 
Less: Allowance for credit losses47,175 40,848 
Total commercial mortgage loans, held for investment, net$4,989,767 $5,228,928 
________________________
 December 31, 2017 December 31, 2016
Senior loans$1,368,425
 $901,907
Mezzanine loans35,087
 136,830
Subordinated loans
 10,000
Total gross carrying value of loans1,403,512
 1,048,737
Less: Allowance for loan losses1,466
 2,181
Total commercial mortgage loans, held-for-investment, net$1,402,046
 $1,046,556
(1) As of December 31, 2022, the Company recorded a specific reserve with respect to a retail loan designated as non-performing.
The following table presentsFor the years ended December 31, 2023 and 2022, the activity in the Company's allowancecommercial mortgage loans, held for loan lossesinvestment carrying values, was as follows (dollars in thousands):
 Year Ended December 31,
 2017 2016
Beginning of period$2,181
 $888
Loan loss (recovery)/provision(715) 1,293
Charge-offs
 
Recoveries
 
Ending allowance for loan losses$1,466
 $2,181
For the Years Ended
December 31, 2023December 31, 2022
Amortized cost, beginning of period$5,269,776 $4,226,888 
Acquisitions and originations941,513 2,247,613 
Principal repayments(1,076,532)(1,109,769)
Net fees capitalized into carrying value of loans(5,242)(13,775)
Discount accretion/premium amortization13,016 12,614 
Loans transferred from/(to) commercial real estate loans, held for sale— (9,296)
Transfer to real estate owned(103,863)(80,460)
Cost recovery(1,726)(4,039)
Amortized cost, end of period5,036,942 5,269,776 
Allowance for credit losses, beginning of period(40,848)(15,827)
General (provision)/benefit for credit losses(20,551)(10,797)
Specific (provision)/benefit for credit losses(12,334)(25,281)
Write offs from specific allowance for credit losses26,558 11,057 
Allowance for credit losses, end of period(47,175)(40,848)
Total commercial mortgage loans, held for investment, net$4,989,767 $5,228,928 
As of December 31, 20172023 and 2016,2022, the Company's total commercial mortgage loan, held for investment portfolio, excluding commercial mortgage loans accounted for under the fair value option,was comprised of 69144 and 71161 loans, respectively.
The following table represents the composition by loan type of the Company's commercial mortgage loans portfolio, excluding commercial mortgage loans, held-for-sale, measured at fair value (dollars in thousands).
  December 31, 2017 December 31, 2016
Loan Type Par Value Percentage Par Value Percentage
Multifamily $505,189
 35.9% $329,203
 30.6%
Office 455,698
 32.4% 340,944
 31.6%
Retail 209,598
 14.9% 154,684
 14.4%
Hospitality 184,025
 13.1% 143,582
 13.3%
Industrial 53,208
 3.7% 52,688
 4.9%
Mixed Use 
 % 56,136
 5.2%
Total (1)
 $1,407,718
 100.0% $1,077,237
 100.0%
         
(1) Excludes $28.5 million in commercial mortgage loans held-for-sale, measured at fair value in the Company's TRS segment.

As of December 31, 2017 and 2016, the Company's total commercial mortgage loans excluding those held-for-sale, measured at fair value comprised of 3 and zero loans, respectively.

F-17


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Loan Portfolio by Collateral Type and Geographic Region
The following table representstables represent the composition by loan collateral type and region of the Company's commercial mortgage loans, excluding those held-for-sale, measured atheld for investment portfolio (dollars in thousands):
December 31, 2023December 31, 2022
Loan Collateral TypePar ValuePercentagePar ValuePercentage
Multifamily$3,876,108 76.8 %$4,030,975 76.1 %
Hospitality670,274 13.3 %510,566 9.7 %
Office269,924 5.4 %405,705 7.7 %
Industrial73,724 1.5 %93,035 1.8 %
Retail34,000 0.7 %120,017 2.3 %
Other121,006 2.3 %128,676 2.4 %
Total$5,045,036 100.0 %$5,288,974 100.0 %
December 31, 2023December 31, 2022
Loan RegionPar ValuePercentagePar ValuePercentage
Southeast$1,989,175 39.4 %$2,229,756 42.2 %
Southwest1,920,491 38.1 %1,763,492 33.3 %
Mideast455,739 9.0 %706,192 13.4 %
Great Lakes161,059 3.2 %162,162 3.1 %
Far West113,554 2.3 %234,891 4.4 %
Other405,018 8.0 %192,481 3.6 %
Total$5,045,036 100.0 %$5,288,974 100.0 %
Allowance for Credit Losses
The following table presents the changes in the Company's allowance for credit losses for the years ended December 31, 2023 and 2022 (dollars in thousands):
General Allowance for Credit Losses
Specific Allowance for Credit LossesFundedUnfundedTotalTotal Allowance for Credit Losses
December 31, 2021$ $15,827 $243 $16,070 $16,070 
Changes:
Provision/(Benefit)25,28110,7973710,83436,115
Write offs(11,057)— — — (11,057)
December 31, 2022$14,224 $26,624 $280 $26,904 $41,128 
Changes:
Provision/(Benefit)12,33420,55185321,40433,738
Write offs(26,558)— — — (26,558)
December 31, 2023$ $47,175 $1,133 $48,308 $48,308 
Specific Allowance for Credit Losses
As of December 31, 2022, the Company identified a commercial mortgage loan, held for investment secured by a portfolio of retail properties (the “Walgreens Portfolio”), that was assigned a risk rating of “5” due to certain conditions that negatively impacted the underlying collateral property’s cash flows. The loan was evaluated in accordance with ASC 310 - Receivables and was determined to be a TDR. The Company elected the practical expedient collateral-dependent asset to measure the fair value of the underlying collateral, as of December 31, 2022, and recorded a specific provision for credit losses of $14.2 million based on the difference between the Company’s estimation of the fair value of the underlying collateral property, less costs to sell, and the loan’s amortized cost basis. As of December 31, 2022, the loan had a fully funded outstanding principal balance of $63.6 million, and carrying value of $46.1 million. During the first quarter of 2023, the Company recorded an additional $0.8 million specific allowance for credit losses on the loan and wrote off the remaining $15.1 million specific allowance for credit losses for the Walgreens Portfolio, net of $0.7 million recoveries recorded. All properties collateralized by the senior mortgage notes were assumed by the Company through foreclosures and deeds-in-lieu of foreclosure and correspondingly were transferred to Real estate owned, net of depreciation in the consolidated balance sheets.


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
In February 2020, the Company originated a first mortgage loan secured by an office property in Portland, OR. In February 2023, the fully committed $37.3 million senior loan was restructured as a result of financial difficulty to a $25.0 million committed senior loan. In connection with the restructuring, the Company committed a $10.1 million mezzanine note. In accordance with the adoption of ASU 2022-02, the restructuring was classified as a continuation of an existing loan on the senior loan and new loan for the mezzanine note. During the second quarter of 2023, the Company assigned the senior and mezzanine notes a risk rating of "5" and placed the loan on cost recovery status. The Company elected to apply a practical expedient for collateral dependent assets in which the allowance for credit losses is calculated as the difference between the estimated fair value of the underlying collateral, less estimated cost to sell, and the amortized cost basis of the loan. As a result, the Company recorded a specific allowance for credit losses of $11.9 million on this loan in the second quarter of 2023 and subsequently wrote off this specific allowance for credit losses in the same quarter. During the third quarter of 2023, the Company foreclosed upon the mortgage notes through deed-in-lieu of foreclosure. The carrying value of the loan at the time of repossession was $20.3 million, net of cost recoveries totaling $1.1 million. In connection therewith, the underlying collateral assets were reclassified to Real estate owned, net of depreciation in the consolidated balance sheets as a result of deed-in-lieu. The transfer was evaluated to be an asset acquisition in accordance with ASC 805. See Note 5 - Real Estate Owned.
General Allowance for Credit Losses
The Company recorded an increase in its general allowance for credit losses during the year ended December 31, 2023 of $21.4 million. The primary driver for the higher reserve balance is due to a more pessimistic and conservative macro-economic outlook since the end of the prior year slightly offset by a decrease in the overall portfolio of commercial mortgage loans, held for investment as of December 31, 2023. The Company recorded an increase in its general allowance for credit losses during the year ended December 31, 2022 of $10.8 million. The primary driver for the higher reserve balance is the change in economic outlook since the end of the prior year coupled with the increase in overall portfolio of commercial mortgage loans, held for investment as of December 31, 2022.
Past Due Status
The following table presents a summary of the loans amortized cost basis as of December 31, 2023 (dollars in thousands).:
CurrentLess than 90 days past due
90 or more days past due (1)
Total
As of December 31, 2023$4,837,414 $136,139 $63,389 $5,036,942 
________________________
  December 31, 2017 December 31, 2016
Loan Type Par Value Percentage Par Value Percentage
Multifamily $28,531
 100.0% $
 %
Mixed Use 
 % 
 %
Industrial 
 % 
 %
Retail 
 % 
 %
Total $28,531
 100.0% $
 %
(1) This is comprised of (i) $27.4 million of outstanding principal amount of a mortgage loan collateralized by self storage properties which was paid down subsequent to December 31, 2023 and (ii) $35.9 million outstanding principal amount of a mortgage loan collateralized by multifamily properties which was designated as non-performing and, subsequent to December 31, 2023, all past due accrued interest was collected.

Non-performing Status
The following table presents the amortized cost basis of our non-performing loans as of December 31, 2023 and 2022 (dollars in thousands):
December 31, 2023December 31, 2022
Non-performing loan amortized cost at beginning of year, January 1$117,379 $57,075 
Addition of non-performing loan amortized cost118,647 60,304 
Less: Removal of non-performing loan amortized cost157,841 — 
Non-performing loan amortized cost end of period (1)
$78,185 $117,379 
________________________
(1) As of December 31, 2023 and 2022, the Company had two and two loans, respectively, designated as non-performing. No specific allowances for credit losses were determined for the 2 loans on non-performing status as of December 31, 2023.
As ofDecember 31, 2023, the two designated non-performing loans were both collateralized by multifamily properties.
Loan Credit Characteristics, Quality and Vintage
As part of the Company's process for monitoring the credit quality of its commercial mortgage loans, excluding those held-for-sale,held for sale, measured at fair value, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its loans. The loans are scored on a scale of 1 to 5 as follows:described in Note 2 - Summary of Significant Accounting Policies.
InvestmentRatingSummary Description
1Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5Underperforming investment with expected loss of interest and some principal.


All commercial
FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
Commercial mortgage loans, excluding loans classified as commercial mortgage loans, held-for-sale, measured at fair value withinheld for investment in the consolidated balance sheets, are assigned an initial risk rating of 2.0.2. As of December 31, 20172023 and 2016,2022, the weighted average risk ratingsrating of loans werewas 2.3 and 2.2, respectively.
The following tables present the par value and 2.1, respectively. amortized cost of our commercial mortgage loans, held for investment as of December 31, 2023 and 2022, by the Company’s internal risk rating and year of origination (dollars in thousands):
December 31, 2023
Amortized Cost by Year of Origination
Risk RatingNumber of LoansTotal Par Value20232022202120202019PriorTotal Amortized Cost% of Portfolio
1$— $— $— $— $— $— $— $— — %
21113,897,680694,228 1,256,509 1,724,734 105,477 73,743 35,734 3,890,42477.2 %
327875,4492,379 273,097 468,244 74,729 — 56,362 874,81117.4 %
46271,907— 141,740 87,126 — 42,840 — 271,7075.4 %
5 — —      — %
Total144$5,045,036 $696,607 $1,671,346 $2,280,104 $180,206 $116,583 $92,096 $5,036,942 100.0 %
Allowance for credit losses(47,175)
Total carrying value, net$4,989,767 
December 31, 2022
Amortized Cost by Year of Origination
Risk RatingNumber of LoansTotal Par Value20222021202020192018PriorTotal Amortized Cost% of Portfolio
1$— $— $— $— $— $— $— $— — %
21414,783,5681,778,691 2,483,120 315,269 115,673 75,467 — 4,768,22090.6 %
315281,071— 167,707 36,655 54,631 — 21,792 280,7855.3 %
44160,69532,305 — 36,356 — 34,731 57,075 160,4673.0 %
5163,64060,304 —     60,3041.1 %
Total161$5,288,974 $1,871,300 $2,650,827 $388,280 $170,304 $110,198 $78,867 $5,269,776 100.0 %
Allowance for credit losses(40,848)
Total carrying value, net$5,228,928 
Commercial Mortgage Loans, Held for Sale, Measured at Fair Value
As of December 31, 2017 and 2016,2023 the Company did not havehold any commercial mortgage loans, that were past due on their payments, in non-accrual status or impaired.
For the year endedheld for sale. As of December 31, 2017 and 2016,2022, the activity incontractual principal balance outstanding of commercial mortgage loans, held for sale, measured at fair value was $15.6 million which was comprised of two loans. As of December 31, 2022, none of the Company's commercial mortgage loans, held-for-investment portfolio was as follows (inheld for sale, measured at fair value were in default or greater than ninety days past due.
The following tables represent the composition by loan collateral type and region of the Company's commercial mortgage loans, held for sale, measured at fair value (dollars in thousands):
December 31, 2023December 31, 2022
Loan Collateral TypePar ValuePercentagePar ValuePercentage
Retail— — %$12,000 76.8 %
Office— — %3,625 23.2 %
Total$  %$15,625 100.0 %
December 31, 2023December 31, 2022
Loan RegionPar ValuePercentagePar ValuePercentage
Southeast$  %$15,625 100.0 %

 Year Ended December 31,
 2017 2016
Balance at Beginning of Year$1,046,556
 $1,124,201
Acquisitions and originations837,861
 53,640
Dispositions
 (44,355)
Principal repayments(381,933) (66,490)
Discount accretion and premium amortization2,554
 2,279
Loans transferred to commercial real estate loans, held-for-sale(100,005) (21,179)
Unrealized losses on loans held-for-sale
 (247)
Loan loss recovery/(provision)715
 (1,293)
Fees capitalized into carrying value of loans(3,702) 
Balance at End of Year$1,402,046
 $1,046,556


F-18

BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Note 4 - Real Estate Securities
Real Estate Securities Classified As Trading
As of December 31, 2023, the Company did not hold any real estate securities classified as trading.
The following is a summary of the Company's ARMs classified by collateral type and interest rate characteristics as of December 31, 2022 (dollars in thousands):
Carrying Amount
Average Yield (1)
December 31, 2022
Agency Securities:
   Fannie Mae/Freddie Mac ARMs$235,728 2.42 %
________________________
(1) Average yield is presented for the year then ended, and is based on the cash component of interest income expressed as a percentage on average cost basis (the “cash yield”).
During the year ended December 31, 2023, the carrying amount of the Company's ARMs portfolio declined due to (i) $17.6 million of principal paydowns, (ii) $218.2 million of sales, and (iii) $0.6 million of net trading losses, related to principal paydowns, changes in market values and sales of these securities. During the year ended December 31, 2022, the carrying amount of the Company's ARMs portfolio declined due to (i) $480.2 million of principal paydowns, (ii) $3.8 billion of sales, and (iii) $119.2 million of net trading losses related to principal paydowns, changes in market values and sales of these securities. The net trading gains/losses on ARM Agency Securities were included in Trading gain/(loss) in the consolidated statements of operations.
Real Estate Securities Classified As Available For Sale
The following is a summary of the Company's real estate securities, CMBSavailable for sale, measured at fair value as of December 31, 2023 and 2022 (dollars in thousands):
CRE CLO Bonds
Number of BondsBenchmark Interest RateWeighted Average Interest RateWeighted Average Contractual Maturity (years)Par ValueFair Value
December 31, 202371 Month SOFR8.12%12.2$243,340 $242,569 
December 31, 202271 Month SOFR7.55%15.4$221,000 $221,025 
    Weighted Average    
  Number of Investments Interest Rate Maturity Par Value Fair Value
December 31, 2017 
 % N/A $
 $
December 31, 2016 6
 5.8% February 2020 $50,000
 $49,049
The Company classified its CMBS investmentsCRE CLO bonds as available-for-sale as of December 31, 2017available for sale and 2016. These investments are reportedreports them at fair value in the consolidated balance sheetsheets with changes in fair value recorded in accumulatedAccumulated other comprehensive income income/(loss). in the consolidated balance sheets.
The following table shows the changes inamortized cost, allowance for expected credit losses, unrealized gain/(loss) and fair value of the Company's CMBS investments (inCRE CLO bonds by investment type as of December 31, 2023 and 2022 (dollars in thousands):
  Amortized Cost Unrealized Gains Unrealized Losses Fair Value
December 31, 2017 $
 $
 $
 $
December 31, 2016 $49,548
 $
 $(499) $49,049

Amortized CostCredit Loss AllowanceUnrealized GainUnrealized (Loss)Fair Value
December 31, 2023$243,272 $— 74 (777)$242,569 
December 31, 2022$220,635 $— $833 (443)$221,025 
As of December 31, 2017,2023, the Company held no CMBS positions.seven CRE CLO bonds with an amortized cost basis of $243.3 million and a net unrealized loss of $0.7 million, five of which were held in a gross unrealized loss position of $0.8 million. As of December 31, 2016,2022, the Company held six CMBS positionsseven CRE CLO bonds with an aggregate carrying valueamortized cost basis of $49.5$220.6 million and a net unrealized gain of $0.39 million, three of which were held in a gross unrealized loss position of $0.44 million. As of December 31, 2023 and 2022, zero positions had an unrealized loss of $0.5 million, of which two positions had a total unrealized loss of $0.2 million for a period greater than twelve months. One CMBS security was other than temporarily impaired atAs of December 31, 20162023 and losses2022, the fair value of $0.3the Company's CRE CLO bonds that were in an unrealized loss position for less than twelve months, and for which an allowance for credit loss has not been recorded was $184.2 million were recognized, withinand $113.7 million, respectively.


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
Note 5 - Real Estate Owned
Real Estate Owned, Held for Investment
The following table summarizes the impairment losses onCompany's real estate securitiesowned, held for investment assets as of December 31, 2023 and 2022 (dollars in thousands):
As of December 31, 2023
Acquisition Date
Property TypePrimary Location(s)LandBuilding and ImprovementsFurniture, Fixtures and EquipmentAccumulated DepreciationReal Estate Owned, net
September 2021(1)
IndustrialJeffersonville, GA$3,436 $84,259 $2,928 $(5,179)$85,444 
August 2023(2)
OfficePortland, OR16,479 2,065 — (13)18,531 
October 2023(3)
MultifamilyLubbock, TX1,618 10,076 185 (24)11,855 
$21,533 $96,400 $3,113 $(5,216)$115,830 
________________________
See notes below.
As of December 31, 2022
Acquisition Date
Property TypePrimary Location(s)LandBuilding and ImprovementsFurniture, Fixtures and EquipmentAccumulated DepreciationReal Estate Owned, net
September 2021(1)
IndustrialJeffersonville, GA$3,436 $84,259 $2,928 $(2,877)$87,746 
Various(4)
RetailVarious9,105 31,036 — (115)40,026 
$12,541 $115,295 $2,928 $(2,992)$127,772 
________________________
(1) In the third quarter of 2021, the Company and an affiliate of the Company entered into a joint venture agreement and formed a joint venture entity, Jeffersonville Member, LLC (the “Jeffersonville JV”) to acquire a triple net lease property in Jeffersonville, GA. Refer to Note 11 - Related Party Transactions and Arrangements for details.
(2) In August 2023, the Company obtained, through deed-in-lieu of foreclosure, an office property located in Portland, OR in lieu of repayment of the associated loan.
(3) In October 2023, the Company obtained, through deed-in-lieu of foreclosure, a multifamily property located in Lubbock, TX in lieu of repayment of the associated loan.
(4) As of December 31, 2023 and 2022, the Company foreclosed upon 24 and ten retail properties respectively, located throughout the United States of America. During the year ended December 31, 2023, the Company classified the entire portfolio consisting of the 24 retail properties as Real estate owned, held for sale in the consolidated statementbalance sheets as discussed in the paragraphs below. Refer to Note 11 - Related Party Transactions and Arrangements for details.
Depreciation expense for the years ended December 31, 2023 and 2022 totaled $3.3 million and $2.4 million, respectively.
Real Estate Owned, Held for Sale
The following table summarizes the Company's Real estate owned, held for sale assets and liabilities as of December 31, 2023 and 2022 (dollars in thousands):
As of December 31, 2023
Property TypePrimary Location(s)Assets, NetLiabilities, Net
RetailVarious$103,657 $12,297 
As of December 31, 2022
Property TypePrimary Location(s)Assets, NetLiabilities, Net
MultifamilyNew Rochelle, NY$23,520 $— 
OfficeSt. Louis, MO12,977 — 
$36,497 $ 

During the year ended December 31, 2022, the Company entered into agreements with two borrowers to voluntarily transfer their assets in exchange for the removal of the borrowers' obligation to repay all of the associated commercial mortgage


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
loans receivable with an amortized cost of $36.9 million, in aggregate, provided by the Company. One of the voluntary transfers collateralized by a multifamily portfolio was the result of the borrower experiencing financial difficulty and the recorded investment in the receivable was more than the fair value, less estimated costs to sell, for the collateral collected. Therefore, the voluntary transfer qualified as a TDR. The Company accounted for both voluntary transfers and the real estate owned acquired as asset acquisitions. The voluntary transfers resulted in a total realized loss of $0.4 million, in aggregate, and was recognized in Realized (gain)/loss on sale of commercial mortgage loan, held for sale in the consolidated statements of operations for the year ended December 31, 2016.
For2022. As of December 31, 2022, the Company designated the properties included within the real estate owned business segment as held for sale in accordance with ASC 360. As of December 31, 2022, the Company recognized an unrealized loss of $0.7 million on real estate owned, held for sale assets resulting in a carrying value of $36.5 million, in aggregate. During the year ended December 31, 2017,2023, the Company has recognizedsold the two properties for an aggregate amount of $34.8 million resulting in a gaintotal loss of approximately $0.2$3.3 million recorded within realized (gain) lossincluded in Gain/(loss) on sale ofother real estate securitiesinvestments in the consolidated statementstatements of operations. For
In November 2022, the year endedCompany and an affiliate of the Company entered into a joint venture agreement and formed a joint venture entity, BSPRT Walgreens Portfolio, LLC (the "Walgreens JV") to assume the retail Walgreens Portfolio consisting of 24 retail properties with various locations throughout the United States. Refer to Note 11 - Related Party Transactions and Arrangements. As of December 31, 2016,2022, through foreclosures, the Company recognized losseshad acquired ten of approximately $1.9 million on the sale of ten securities. The Company did not have any realized (gains) losses24 properties, and subsequently acquired the remaining 14 properties during the year ended December 31, 2015.

2023. During the third quarter of 2023, the Company classified the real estate owned assets and liabilities as held for sale in accordance with ASC 360 - Property, Plant, and Equipment and recognized an impairment loss of $4.0 million included in Gain/(loss) on other real estate investments in the consolidated statements of operations. Refer to Note 12 - Fair Value of Financial Instruments for discussion on the properties fair value measurement. In addition, the Company sold one of the retail properties in the portfolio in September 2023, resulting in a loss of $22 thousand included in Gain/(loss) on other real estate investments in the consolidated statements of operations. As of December 31, 2023, the Company's real estate owned held for sale assets consisted of the remaining 23 retail properties in the Walgreens Portfolio.
F-19


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Note 6 - Leases
Intangible Lease Assets and Liabilities, Held for Investment
The following table provides information on the amounts of gains (losses) onsummarizes the Company's real estate securities, CMBS, available-for-saleidentified intangible lease assets (primarily in-place leases) and liabilities (primarily below-market leases) recognized in the consolidated balance sheets as of December 31, 2023 and 2022 (dollars in thousands):
Identified intangible assets:December 31, 2023December 31, 2022
Gross amount$49,285 $58,542 
Accumulated amortization$(6,492)(3,711)
Total, net42,793 $54,831 
Identified intangible liabilities:
Gross amount$— $6,507 
Accumulated amortization— (79)
Total, net$ $6,428 
  Years Ended December 31,
  2017 2016 2015
Unrealized gains/(losses) available-for-sale securities $19
 $329
 $(1,947)
Reclassification of net gains/(losses) on available-for-sale securities included in net income (loss) 481
 1,425
 
Unrealized gains (losses) available-for-sale securities, net of reclassification adjustment $500
 $1,754
 $(1,947)
Rental Income
The amounts reclassifiedRental income for net (gain) loss on available-for-sale securities arethe years ended December 31, 2023 and 2022 totaled $17.9 million and $9.6 million, respectively. Rental income is included in the realized (gain) loss on sale ofRevenue from real estate securitiesowned in the Company's consolidated statements of operations.

The following table summarizes the Company's schedule of future minimum rents on its real estate owned, held for investment properties, to be received under the lease (dollars in thousands):
Future Minimum RentsDecember 31, 2023
2024$8,616 
20258,374 
20268,539 
20278,710 
20288,884 
2029 and beyond97,388 
Total future minimum rent$140,511 
AmortizationExpense
Intangible lease assets are amortized using the straight-line method over the remaining term of the lease. The weighted average life of the intangible assets as of December 31, 2023 is approximately 14.8 years. Amortization expense for the years ended December 31, 2023 and 2022 totaled$3.8 million and $3.0 million, respectively.
Amortization of acquired below (above) market leases, net of acquired above-market leases, resulted in a decrease to rental revenues of $0.9 million for the year ended December 31, 2023 and an increase to rental revenues of $0.1 million for the year ended December 31, 2022, respectively.
The following table summarizes the Company's expected amortization of other identified intangible assets, net over the next five years, exclusive of intangible assets that are held for sale, assuming no further acquisitions or dispositions (dollars in thousands):
Amortization Expense - Other identified intangible assetsDecember 31, 2023
2024$2,880 
20252,880 
20262,880 
20272,880 
20282,880 

F-20


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023


Note 57 - Debt
Repurchase Agreements - Commercial Mortgage Loans
The Company entered into repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility"), Goldman Sachs Bank USA (the "GS Repo Facility"), U.S Bank National Association (the "USB Repo Facility"), Barclays Bank PLC (the "Barclays Facility") and Credit Suisse AG (the "CS Repo Facility" and together with JPM Repo Facility, GS Repo Facility, USB Repo Facility, Barclays Facility, the "Repo Facilities").
Advances under the JPM Repo Facility currently accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii)Below is a margin of 2.40%. Borrowings under the GS Repo Facility accrue interest at per annum rates generally equal to the sum of (i) a spread over LIBOR of between 2.35% to 2.85%, depending on the attributes of the purchased asset, and (ii) 0.50%. Borrowings under the USB Repo Facility accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin between 2.25% to 3.00%, depending on the attributes of the purchased assets. Borrowings under the CS Repo Facility accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 2.50% depending on the attributes of the purchased assets.
The Company entered into the Barclays Facility on September 19, 2017. The Barclays Facility provides for a senior secured revolving line of credit and bears interest, at the Company's option, at per annum rates equal to (i) a spread over the Base Rate of 1.75% or (ii) a spread over the Eurodollar Rate of 2.75%, and provides for quarterly interest-only payments, with all principal and interest outstanding being due on the maturity date. The Barclays Facility may be prepaid from time to time and at any time, in whole or in part, without premium or penalty. The Company expects to use advances on the Barclays Facility to finance the origination of eligible loans, including first lien mortgage loans, junior mortgage loans, mezzanine loans, and participation interests therein.
The detailssummary of the Company's Repurchase facilities and revolving credit facilities - commercial mortgage loans ("Repo Facilities atand Revolving Credit Facilities"), Mortgage note payable, Other financing and Unsecured debt as of December 31, 20172023 and December 31, 2016 are as follows2022 (dollars in thousands):
As of December 31, 2023
Repo and revolving credit facilities - commercial mortgage loans(2):
CapacityAmount Outstanding
Interest Expense(1)
Ending Weighted Average Interest RateTerm Maturity
JPM Repo Facility (3)
$500,000 $108,574 $22,401 7.90 %07/2026
Atlas Repo Facility (4)
600,000 52,864 6,603 7.68 %03/2024
WF Repo Facility (5)
400,000 71,730 9,580 7.85 %10/2025
Barclays Revolver Facility (6)
250,000 — 940 N/A09/2024
Barclays Repo Facility (7)
500,000 66,539 11,616 7.22 %03/2025
Churchill Repo Facility (8)
225,000 — 30 N/AN/A
Total$2,475,000 $299,707 $51,170 7.70 %
Mortgage note payable:
Debt related to our REO (9)
N/A$23,998 $1,982 8.48 %10/2024
Other Financing
Other Financings (10)
N/A$36,534 $5,330 7.36 %
Various(9)
Unsecured Debt (11)
Junior subordinated notes maturing in:
October 2035 (12)
N/A$17,047 $1,940 9.15 %10/2035
December 2035N/A$39,550 $3,519 8.95 %12/2035
September 2036N/A$24,698 $2,199 8.95 %09/2036
Total/Weighted averageN/A$81,295 $7,658 8.99 %
________________________
See notes below.

As of December 31, 2017       Ending Weighted Average Interest Rate Initial Term Maturity
Repurchase Facility Committed Financing Amount Outstanding 
Interest Expense (1)
  
JPM Repo Facility (2)
 $300,000
 $42,042
 $8,453
 3.77% 6/12/2019
GS Repo Facility (3)
 250,000
 13,500
 4,573
 3.83% 12/27/2018
USB Repo Facility (4)
 100,000
 
 303
 N/A
 6/15/2020
CS Repo Facility (5)
 250,000
 10,148
 577
 3.99% 8/30/2018
Barclays Facility (6)
 75,000
 
 236
 N/A
 9/19/2019
Total $975,000
 $65,690
 $14,142
    
__________________________
(1) Includes amortization of deferred financing costs.
(2) Includes a one-year extension at the Company's option.
(3) Includes a one-year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions.
(4) Includes two one-year extensions at the option of an indirect wholly-owned subsidiary of the Company, which may be exercised upon the satisfaction of certain conditions.
(5) Prior to the end of each calendar quarter, the Company may request an extension of the termination date for an additional 364 days from the end of such calendar quarter subject to the satisfaction of certain conditions and approvals.
(6) Includes an extension term of one year.


F-21


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

As of December 31, 2022
Repo and revolving credit facilities - commercial mortgage loans(2):
CapacityAmount Outstanding
Interest Expense(1)
Ending Weighted Average Interest RateTerm Maturity
JPM Repo Facility (3)
$500,000 $275,423 $11,773 7.42 %10/2024
Atlas Repo Facility (4)
600,000 168,046 8,676 7.12 %10/2023
WF Repo Facility (5)
500,000 79,807 7,492 7.11 %11/2023
Barclays Revolver Facility (6)
250,000 — 1,267 N/A09/2023
Barclays Repo Facility (7)
500,000 157,583 8,997 6.75 %03/2025
Total$2,350,000 $680,859 $38,205 7.16 %
Mortgage note payable:
Debt related to our REO (9)
N/A$23,998 $1,185 7.32 %10/2024
Other Financing
Other Financings (10)
N/A$76,301 $3,069 6.17 %Various
Unsecured Debt (11)
Junior subordinated notes maturing in:
October 2035N/A$34,508 $2,046 8.25 %10/2035
December 2035N/A39,513 2,202 8.39 %12/2035
September 2036N/A24,674 1,375 8.39 %09/2036
Total/Weighted averageN/A$98,695 $5,623 8.34 %
________________________
As of December 31, 2016       Ending Weighted Average Interest Rate Initial Term Maturity
Repurchase Facility Committed Financing Amount Outstanding 
Interest Expense (1)
  
JPM Repo Facility (2)
 $300,000
 $257,664
 6,016
 3.08% 6/18/2016
GS Repo Facility (3)
 250,000
 
 
 N/A
 12/27/2018
Barclays Repo Facility (4)
 
 
 6,063
 N/A
 10/6/2016
Total $550,000
 $257,664
 $12,079
    
_______________________
(1) Includes Represents year to date expense and includes amortization of deferred financing costs.
(2)The Company exercised its one-year extension option withmay pledge one or more mortgage loans to the JPM Repo Facility lender, extendingfinancing entity in exchange for funds typically at an advance rate of between 60% to 75% of the maturity date to June 17, 2017.
(3) Includes a one-year extensionprincipal amount of the mortgage loan being pledged. These loans are all floating rate at the Company’s option, which may be exercised upon the satisfaction of certain conditions.
(4) On October 5, 2016, the Company paid off the outstanding balance on the Barclays Repo Facility and the Barclays Repo Facility was terminated.
We expect to use the advances fromSecured Overnight Financing Rate ("SOFR") plus an applicable spread. Additionally, the Repo Facilities to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein.
The RepoRevolving Credit Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. Should the value of the Company’s collateral decrease as a result of deteriorating credit quality, resulting margin calls may cause an adverse change in the Company’s liquidity position. As of December 31, 20172023 and December 31, 2016,2022, the Company is in compliance with all debt covenants.
Other(3) On July 27, 2023, the Company extended the maturity date from October 6, 2023 to July 26, 2026 with a one-year extension option.
(4) During the first quarter of 2023, this repurchase facility was transferred from Credit Suisse to Atlas SP partners. On January 4, 2024, the Company extended the maturity date to January 5, 2026 with a one-year extension option. Additionally, the committed financing - Commercial Mortgage Loanswas decreased from $600 million to $350 million.
(5) On October 25, 2023, the committed financing was decreased from $500 million to $400 million. Additionally, the maturity date was extended to November 21, 2025. There are two more one-year extension options.
(6)The Company may increase the total commitment amount by an amount between $100 million and $150 million for three month intervals, on an unlimited basis prior to maturity. Additionally, on April 24, 2023, the Company extended the maturity date to September 20, 2024.
(7) There are two one-year extension options.
(8) On October 12, 2023, the Company entered into a financing arrangementmaster repurchase agreement ("MRA") with Pacific Western Bank for term financing (“PWB Financing”) on May 17, 2017.Churchill MRA Funding, with a maximum facility amount of $225 million.
(9) Relates to a mortgage note payable in Jeffersonville JV, a consolidated joint venture. The PWB Financing providedloan has a principal amount of $112.7 million of which $88.7 million of the loan is owned by the Company with $36.2 million and was eliminated in our consolidated financial statements (see Note 5 - Real Estate Owned).
(10) Comprised of three note-on-note financings via participation agreements. From inception of the loan, the Company's outstanding loans could increase as a result of future fundings, leading to an increase in amount outstanding via the participation agreement. The weighted average contractual maturity date of these loans is collateralized by a portfolio asset of $54.2 million.August 2025.
(11) The PWB Financingnotes are currently accrues interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 4.0%. The PWB Financing initially matures on June 9, 2019, with two one-year extension optionsredeemable, in whole or in part, without penalty, at the Company’s option. As of December 31, 2017, the Company had $26.2Interest paid on unsecured debt, including related derivative cash flows, totaled $7.7 million of outstanding principal under the PWB Financing. The Company incurred $1.2 million of interest expense on the PWB Financing for the year ended December 31, 2017, including amortization2023, compared to $5.7 million for the year ended December 31, 2022, respectively.


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
(12) During the year ended December 31, 2023, the Company had a realized a gain on extinguishment for debt in the amount of $4.4 million as a result of the repurchase of $17.5 million par value of the Company's unsecured debt during the first quarter of 2023 at a price equal to 75% of par value.
Repurchase Agreements - Real Estate Securities
The Company has entered into various Master Repurchase Agreements (the "MRAs") that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30-90 days and terms are adjusted for current market rates as necessary. As of December 31, 2017, the Company pledged Tranche C of RFT 2015-FL1 Issuer under its MRAs. As of December 31, 2016, the Company pledged Tranche C of RFT 2015-FL1 Issuer and its real estate securities available for sale under its MRAs.

F-22

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017

Below is a summary of the Company's MRAs as of December 31, 20172023 and 20162022 (dollars in thousands):
As of December 31, 2023
CounterpartyAmount OutstandingInterest Expense
Collateral Pledged (1)
Weighted Average Interest RateWeighted Average Days to Maturity
JP Morgan Securities LLC$113,111 $6,717 $127,602 6.29 %15
Wells Fargo Securities, LLC8,994 235 9,975 6.14 %5
Barclays Capital Inc.51,950 3,371 58,250 6.19 %5
Total/Weighted Average$174,055 $10,323 $195,827 6.25 %11
As of December 31, 2022
CounterpartyAmount OutstandingInterest Expense
Collateral Pledged (1)
Weighted Average Interest RateWeighted Average Days to Maturity
JP Morgan Securities LLC$103,513 $1,281 $120,751 5.34 %22
Barclays Capital Inc.119,351 1,646 144,778 5.18 %50
Total/Weighted Average$222,864 $2,927 $265,529 5.25 %37
________________________
        Weighted Average
Counterparty Amount Outstanding Accrued Interest 
Collateral Pledged (*)
 Interest Rate Days to Maturity
As of December 31, 2017          
JP Morgan Securities LLC $39,035
 $11
 $56,044
 3.32% 26
Total $39,035
 $11
 $56,044
 3.32% 26
           
As of December 31, 2016          
JP Morgan Securities LLC $59,122
 $96
 $92,658
 2.55% 6
Citigroup Global Markets, Inc. 3,879
 1
 4,850
 2.11% 26
Wells Fargo Securities, LLC 3,638
 4
 4,850
 2.05% 13
Total/Weighted Average $66,639
 $101
 $102,358
 2.50% 8
________________________
*(1) Includes $56.0$27.9 million and $53.3$67.1 million Tranche C of Company issued CLO notes, held by the Company, which eliminates within the is eliminated in Real estate securities, available for sale, measured at fair value line of in the consolidated balance sheets as of December 31, 20172023 and December 31, 2016,2022, respectively.
Collateralized Loan Obligation
AsThe Company did not have any outstanding repurchase agreements collateralized by real estate securities classified as trading as of December 31, 2017 and 2016,2023. Below is a summary of the notes issued in 2015 areCompany's repurchase agreements collateralized by interestsreal estate securities classified as trading included in a pool of 13 and 27 mortgage assets having a total principal balance of $276.2 million and $419.3 million, respectively, (the “ 2015-FL1 Mortgage Assets”) originated by a subsidiary of the Company. The sale of the 2015-FL1 Mortgage Assets to the RFT 2015-FL1 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of October 19, 2015, between the Company and RFT 2015-FL1 Issuer. In connection with the securitization, the RFT 2015-FL1 Issuer and RFT 2015-FL1 Co-Issuer offered and sold the following classes of Notes to third parties: Class A, Class B, and Class C Notes. A wholly-owned subsidiary of the Company retained approximately $56.0 million of the total $76.0 million of Class C Notes and all of the preferred equityRepurchase agreements - real estate securities in the RFT 2015-FL1 Issuer. The retained Class C Notes and its related interest income, interest receivable and the preferred equity are eliminated in the Company's consolidated financial statements.
Asbalance sheet as of December 31, 20172022 (dollars in thousands):
December 31, 2022
Amount OutstandingAccrued
Interest Receivable
Collateral Carrying AmountWeighted Average
Borrowing
Rates
Repurchase arrangements secured by trading securities with maturities of 30 days or less$172,144 $544 $180,400 4.25 %
Repurchase arrangements secured by Agency securities with maturities of 31 to 90 days45,000 114 47,210 4.51 %
Total/Weighted Average$217,144 $658 $227,610 4.30 %
Average repurchase agreements outstanding were $1.0 billion during the notes issued by the BSPRT 2017-FL1 Issuer are collateralized by interests in a pool of 25 mortgage assets having a total principal balance of $418.1 million (the “2017-FL1 Mortgage Assets”) originated by a subsidiary of the Company. The sale of the 2017-FL1 Mortgage Assets to the 2017-FL1 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of June 29, 2017, between the Company and the 2017-FL1 Issuer.
As ofyear ended December 31, 20172022. Average repurchase agreements outstanding differed from respective year-end balances during the notes issued byindicated periods primarily due to changes in portfolio levels and differences in the BSPRT 2017-FL2 Issuer are collateralized by interests in a pooltiming of 20 mortgage assets having a total principal balance of $440.7portfolio acquisitions relative to portfolio runoff and asset sales. Interest paid on repurchase agreements, including related derivative payments, totaled $4.6 million (the “2017-FL2 Mortgage Assets”) originated by a subsidiary ofand $8.5 million during the Company. The sale of the 2017-FL2 Mortgage Assets to the BSPRT 2017-FL2 Issuer is governed by a Mortgage Asset Purchase Agreement dated as of November 29, 2017, between the Companytwelve months ended December 31, 2023 and the BSPRT 2017-FL2 Issuer.










2022, respectively.
F-23


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Collateralized Loan Obligation
The Company, through its wholly-owned subsidiaries, holds the preferred equity tranches of all three of the above CLOs of approximately $204.3 million. The following table represents the terms of the notes issued by the 2015-FL12019-FL5 Issuer, 2017-FL12021-FL6 Issuer, 2021-FL7 Issuer, 2022-FL8 Issuer, 2022-FL9 Issuer and 2017-FL22023-FL10 Issuer respectively (dollars in thousands):
CLO Facility As of December 31, 2017 Par Value Issued 
Par Value Outstanding (1) (2)
 Interest Rate Maturity Date
2015-FL1 Issuer Tranche A $231,345
 $79,109
 1M LIBOR + 175 8/1/2030
2015-FL1 Issuer Tranche B 42,841
 42,841
 1M LIBOR + 388 8/1/2030
2015-FL1 Issuer Tranche C 76,044
 20,000
 1M LIBOR + 525 8/1/2030
2017-FL1 Issuer Tranche A 223,600
 223,600
 1M LIBOR + 135 7/1/2027
2017-FL1 Issuer Tranche B 48,000
 48,000
 1M LIBOR + 240 7/1/2027
2017-FL1 Issuer Tranche C 67,900
 67,900
 1M LIBOR + 425 7/1/2027
2017-FL2 Issuer Tranche A 237,970
 237,970
 1M LIBOR + 82 10/15/2034
2017-FL2 Issuer Tranche A-S 36,357
 36,357
 1M LIBOR + 110 10/15/2034
2017-FL2 Issuer Tranche B 26,441
 26,441
 1M LIBOR + 140 10/15/2034
2017-FL2 Issuer Tranche C 25,339
 25,339
 1M LIBOR + 215 10/15/2034
2017-FL2 Issuer Tranche D 35,255
 35,255
 1M LIBOR + 345 10/15/2034
    $1,051,092
 $842,812
    
           
CLO Facility As of December 31, 2016 Par Value Issued 
Par Value Outstanding (1)
 Interest Rate Maturity Date
2015-FL1 Issuer Tranche A $231,345
 $222,195
 1M LIBOR + 175 8/1/2030
2015-FL1 Issuer Tranche B 42,841
 42,841
 1M LIBOR + 388 8/1/2030
2015-FL1 Issuer Tranche C 76,044
 20,000
 1M LIBOR + 525 8/1/2030
    $350,230
 $285,036
    
________________________
(1) Excludes $56.0 million and $56.0 million of Tranche C notes issued by 2015-FL1 Issuer, held by(collectively the Company, which eliminates within the collateralized loan obligation line of the consolidated balance sheets"CLOs"), as of December 31, 20172023 and December 31, 2016, respectively.2022:
December 31, 2023
CLO Facility
Number of Loans in pool(1)
Benchmark Interest Rate(2)
Weighted Average SpreadPar Value
Par Value Outstanding (3)
Principal Balance of Collateralized Mortgage AssetsMaturity Dates
2021-FL6 Issuer54Term SOFR1.43 %$584,500 $558,040 $673,289 3/15/2036
2021-FL7 Issuer40Term SOFR1.64 %722,250 720,000 864,079 12/21/2038
2022-FL8 Issuer46AVG SOFR1.72 %960,000 960,000 1,184,931 2/15/2037
2022-FL9 Issuer51Term SOFR2.80 %670,637 670,639 800,638 5/15/2039
2023-FL10 Issuer27Term SOFR2.57 %717,243 689,294 895,525 9/15/2035
$3,654,630 $3,597,973 $4,418,462 
December 31, 2022
CLO Facility
Number of Loans in pool(1)
Benchmark interest rate(2)
Weighted Average SpreadPar Value
Par Value Outstanding (3)
Principal Balance of Collateralized Mortgage AssetsMaturity Dates
2019-FL5 Issuer25LIBOR1.77 %$664,199 $210,339 $378,786 5/15/2029
2021-FL6 Issuer58LIBOR1.42 %584,500 584,500 691,148 3/15/2036
2021-FL7 Issuer39LIBOR1.64 %722,250 722,250 899,729 12/21/2038
2022-FL8 Issuer39AVG SOFR1.72 %960,000 960,000 1,198,477 2/15/2037
2022-FL9 Issuer50Term SOFR3.04 %670,637 670,639 797,545 5/15/2039
$3,601,586 $3,147,728 $3,965,685 
________________________
(1) Loan assets may be pledged towards one or multiple CLO pool.
(2) On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors relevant to 2019-FL5 Issuer, 2021- FL6 Issuer, and 2021-FL7 Issuer would cease to be published or no longer be representative after June 30, 2023. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. The benchmark index of 1M LIBOR interest rate converted from LIBOR to compounded SOFR, plus a benchmark adjustment of 11.448 basis points with a lookback period equal to the number of calendar days in the applicable interest accrual period plus two SOFR business days, conforming with the indenture agreement and recommendations from the ARRC. Compounded SOFR for any interest accrual period shall be the “30-Day Average SOFR” as published by the Federal Reserve Bank of New York on each benchmark determination date. On July 13, 2023, the Company converted the indices for 2021-FL6 Issuer and 2021-FL7 Issuer to 1M Term SOFR + 11.448 basis points and the applicable spreads remain unchanged.
(3) Excludes $16.0$495.0 million and $453.4 million, respectively, of Tranche ECLO notes, and $14.9 million of Tranche F notes issued by 2017-FL2 Issuer, held by the Company, which are eliminated within the collateralizedin Collateralized loan obligation line ofobligations in the consolidated balance sheetssheet as of December 31, 2017.2023 and December 31, 2022, respectively.


F-24


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

On July 17, 2023, the Company called all of the outstanding notes issued by BSPRT 2019-FL5 Issuer, Ltd., a wholly owned indirect subsidiary of the Company. The outstanding principal of the notes on the date of the call was $122.0 million. The Company recognized all the remaining unamortized deferred financing costs of $2.9 million recorded within the Realized gain/(loss) on extinguishment of debt in the consolidated statements of operations, which was a non-cash charge.
On September 28, 2023, BSPRT 2023-FL10 Issuer, LLC, a wholly-owned indirect subsidiary of the Company, entered into an indenture with the OP, as advancing agent, U.S. Bank Trust Company, National Association, as trustee and note administrator, and U.S. Bank National Association, as custodian and in other capacities, which governs the issuance of approximately $896.6 million principal balance secured floating rate notes, of which $573.8 million were purchased by third party investors and $322.8 million were purchased by a wholly-owned subsidiary of the OP. During the three months ended December 31, 2023, an additional $115.5 million was sold by the wholly-owned subsidiary to third party investors. As of December 31, 2023 $689.3 million was outstanding. In addition, concurrently with the issuance of the notes, BSPRT 2023-FL10 Issuer, LLC also issued 75,086 preferred shares, par value of $0.001 per share and with an aggregate liquidation preference and notional amount equal to $1,000 per share, which were not offered as part of closing the indenture. For U.S. federal income tax purposes, BSPRT 2023-FL10 Issuer, LLC is a disregarded entity.
The below table reflects the total assets and liabilities of the Company's threeoutstanding CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of December 31, 20172023 and December 31, 20162022 as the Company is the primary beneficiary of the VIE. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIE. The VIE’s are non-recourse to the Company.
Assets (dollars in thousands)December 31, 2023December 31, 2022
Cash and cash equivalents (1)
$55,914 $43,246 
Commercial mortgage loans, held for investment, net (2)
4,379,760 $3,942,918 
Accrued interest receivable23,927 $15,444 
Total Assets$4,459,601 $4,001,608 
Liabilities
Notes payable (3)(4)
$4,092,971 $3,601,102 
Accrued interest payable15,171 $10,582 
Total Liabilities$4,108,142 $3,611,684 
________________________
Assets (dollars in thousands) December 31, 2017 December 31, 2016
Cash (1)
 $49,017
 $5
Commercial mortgage loans, held for investment, net of allowance (2)
 1,033,427
 417,057
Accrued interest receivable 4,212
 1,101
Total Assets $1,086,656
 $418,163
     
Liabilities    
Notes payable (3)(4)
 $912,800
 $334,246
Interest payable 1,462
 564
Total Liabilities $914,262
 $334,810
________________________
(1) Includes $48.7$55.1 million and $42.5 million of cash held by the servicer related to CLO loan payoffsCLOs as of December 31, 2017.2023 and 2022, respectively.
(2) The balance is presented net of allowance for loan losscredit losses of $1.3$32.6 million and $1.0$13.2 million as of December 31, 20172023 and December 31, 2016,2022, respectively.
(3) Includes $55.8$495.0 million and $55.8$453.4 million of Tranche C of Company issued CLO held by the Company as of December 31, 2017 and December 31, 2016, respectively. Also includes $16.0 million of Tranche E notes and $14.9 million of Tranche F notes issued by 2017-FL2 Issuer held by the Company as of December 31, 2017. The notes, held by the Company, which are eliminated within the Collateralin Collateralized loan obligations line ofobligation in the consolidated balance sheets.sheets as of December 31, 2023 and 2022, respectively.
(4) The balance is presented net of deferred financing cost and discount of $16.9$30.8 million and $6.8$19.2 million as of December 31, 20172023 and December 31, 2016,2022, respectively.
Note 6 - Net Income Per Share
The following table is a summary of the basic and diluted net income per share computation for the years ended December 31, 2017, 2016 and 2015, respectively (dollars in thousands, except share amounts):
 Years Ended December 31,
 2017 2016 2015
Net income (in thousands)$33,779
 $29,990
 $24,933
Basic weighted average shares outstanding31,772,231
 31,659,274
 24,253,905
Unvested restricted shares12,658
 7,230
 5,264
Diluted weighted average shares outstanding31,784,889
 31,666,504
 24,259,169
Basic net income per share$1.06
 $0.95
 $1.03
Diluted net income per share$1.06
 $0.95
 $1.03

Note 7 - Common Stock
As of December 31, 2017 and 2016, the Company had 31,834,072 and 31,884,631 shares of common stock outstanding, respectively, including shares issued pursuant to the DRIP, share repurchases and unvested restricted shares.
Distributions
In order to maintain its election to qualify as a REIT, the Company must currently distribute, at a minimum, an amount equal to 90% of its taxable income, without regard to the deduction for distributions paid and excluding net capital gains. The Company must distribute 100% of its taxable income (including net capital gains) to avoid paying corporate U.S. federal income taxes.

F-25

BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Note 8 - Earnings Per Share
On May 13, 2013,The Company uses the Company's board of directors authorized,two-class method in calculating basic and the Company declared a distribution, whichdiluted earnings per share. Net income/(loss) is calculatedallocated between our common stock and other participating securities based on stockholders of record each day during the applicable period at a rate of $0.00565068493 per day, which is equivalent to $2.0625 per annum,their participation rights. Diluted net income per share of common stock. In March 2016, the Company's board of directors ratified the existing distribution amount a change to the daily distribution amount equivalent to $2.0625 per annum for calendar year 2016. On November 10, 2016 the Company’s board of directors changed the DRIP offer price to $20.05, which is equal to the estimated per-share NAV as of September 30, 2016 approved by the board of directors. In August 2017, the Company's board of directors authorized and declared a distribution calculated daily at a rate of $0.00394521 per day, which is equivalent to $1.44 per annum, per share of common stock. The price change applied to the reinvestment of distributions commencing with October 2017 distributions.
On May 10, 2017, the Company’s board of directors changed the methodology used to determine the DRIP offer price to be the lesser of (i) the Company’s most recent estimated per-share NAV, as approved by the Company’s board of directors from time to time, and (ii) the Company’s book value per share, computed in accordance with GAAP. Based on this new methodology, the DRIP offer price for June 2017, July 2017 and August 2017 was $19.62 per share, which was the GAAP book value per share as of March 31, 2017. The DRIP offer price for September 2017, October 2017 and November 2017 was $19.29 per share, which was the GAAP book value per share as of June 30, 2017. The DRIP offer price since December 2017, has been $19.02, which is the estimated per share NAV as determined by the board of directors on November 10, 2017.
The Company's distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore, distributions payments are not assured. The Company distributed $58.9 million during the year ended December 31, 2017, comprised of $38.8 million in cash and $20.1 million in shares of common stock issued under the DRIP. The Company distributed $65.3 million during the year ended December 31, 2016, comprised of $40.3 million in cash and $25.0 million in shares of common stock issued under the DRIP.
Share Repurchase Program
The Company's board of directors unanimously approved an amended and restated share repurchase program (the “SRP”), which became effective on February 28, 2016. The SRP enables stockholders to sell their shares to the Company. Subject to certain conditions, stockholders that purchased shares of the Company's common stock or received their shares from us (directly or indirectly) through one or more non-cash transactions and have held their shares for a period of at least one year may request that the Company repurchase their shares of common stock so long as the repurchase otherwise complies with the provisions of Maryland law. Repurchase requests made following the death or qualifying disability of a stockholder will not be subject to any minimum holding period.
On August 10, 2017, the Company's board of directors amended the SRP to provide that the repurchase price per share for requests will be equal to the lesser of (i) the Company’s most recent estimated per-share NAV, as approved by the Company’s board of directors from time to time, and (ii) the Company’s book value per share, computed in accordance with GAAP, multiplied by a percentage equal to (i) 92.5%, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95%, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5%, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100%, if the person seeking repurchase has held his or her shares for a period greater than four years or in the case of requests for death or disability.
The Company’s most recent estimated per-share NAV is $19.02, as determined by the board of directors, as of September 30, 2017. The Company’s GAAP book value per share as of December 31, 2017 is $19.17.
Repurchase requests related to death or a qualifying disability must satisfy certain conditions, each of which are assessed by and at the sole discretion of the Company, including the following conditions. In the case of death, the shareholder must be a natural person (or a revocable grantor trust) and the Company must receive a written notice from the estate of the shareholder, the recipient of the shares through bequest or inheritance, or the trustee in the case of a revocable grantor trust. In the case of a “qualifying disability”, the shareholder must be a natural person (or a revocable grantor trust) and the Company must receive a written notice from the shareholder, or the trustee in the case of a revocable grantor trust, that the condition was not pre-existing on the date the shares were acquired. In order for a disability to be considered a “qualifying disability”, the shareholder must receive and provide evidence (the shareholder application and the notice of final determination) of disability based upon a physical or mental condition or impairment made by a government agency responsible for reviewing and determining disability retirement benefits (e.g. the Social Security Administration).

F-26

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017

Repurchases pursuant to the SRP, when requested, generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5% ofusing the weighted average number of shares of common stock outstanding duringand other dilutive securities. The following table presents a reconciliation of the previous fiscal year, with a maximumnumerators and denominators of the basic and diluted earnings per share computations and the calculation of basic and diluted earnings per share for any fiscal year of 5.0%the years ended December 31, 2023, 2022 and 2021 (dollars in thousands, except share and per share data):
Year Ended December 31,
Numerator202320222021
Net income/(loss)$144,509 $14,215 $25,702 
Net (income)/loss from non-controlling interest706 216 — 
Less: Preferred stock dividends26,993 41,741 33,587 
Net income/(loss) attributable to common stock118,222 (27,310)(7,885)
Less: Participating securities' share in earnings1,162 — — 
Net income/(loss) attributable to common shareholders (for basic and diluted earnings per share)$117,060 $(27,310)$(7,885)
Year Ended December 31,
Denominator202320222021
Weighted-average common shares outstanding for basic earnings per share82,307,970 71,628,365 43,419,209 
Effect of dilutive shares(1):
Unvested restricted shares and stock units— — 15,251 
Weighted-average common shares outstanding for diluted earnings per share82,307,970 71,628,365 43,434,731 
Basic earnings per share$1.42 $(0.38)$(0.18)
Diluted earnings per share$1.42 $(0.38)$(0.18)
________________________
(1) The effect of the weighted average numberdilutive shares excluded restricted shares and restricted stock units for the years ended December 31, 2023 and 2022 of 191,324 and 476,653, respectively, as the effect was anti-dilutive. Additionally, the effect of the weighted average dilutive shares excluded the common equivalent of convertible preferred shares for the year-ended December 31, 2023 and 2022 of 5,385,254 and 17,521,845, respectively, as the effect was anti-dilutive.


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
Note 9 - Redeemable Convertible Preferred Stock and Equity Transactions
The following table presents the summary of the Company's outstanding shares of redeemable convertible preferred stock, perpetual preferred stock, and common stock as of December 31, 2023 and 2022 (in thousands, except share and per share amounts):
Balance as ofShares Outstanding as of
Fourth Quarter 2023 Dividend Per Share (1)
December 31, 2023December 31, 2022December 31, 2023December 31, 2022
Redeemable Convertible Preferred Stock:
Series H Preferred Stock (2)
$89,748 $89,748 17,95017,950$106.22 
Series I Preferred Stock (3)
$— $5,000 — 1,000$— 
Perpetual Preferred Stock:
Series E Preferred Stock$258,742 $258,742 10,329,03910,329,039$0.46875 
Common Stock:
Common Stock - at par value (4)(5)
$820 $826 82,751,91382,992,784$0.355 
________________________
(1) As declared by the Company's board of directors.
(2) On January 10, 2024, the Series H Preferred Stock was amended such that the mandatory conversion date was extended by one year, to January 21, 2025. Unless earlier converted, the Series H Preferred Stock will automatically convert into common stock at a rate of 299.2 shares of common stock per share of Series H Preferred Stock (subject to adjustments as described in the Articles Supplementary for the Series H Preferred Stock) on January 21, 2025. The holder of the Series H Preferred Stock has the right to convert up to 4,487 shares of Series H Preferred Stock one time in each calendar month through December 2024, upon 10 business days’ advance notice to the Company.
(3) On January 19, 2023, all 1,000 outstanding duringshares of the previous fiscal year. Funding for repurchasesCompany's Series I Preferred Stock each automatically converted into 299.2 shares of Common Stock, pursuant to the SRP for any given fiscal semester will be limited to proceeds received during that same fiscal semester throughterms of the Series I Preferred Stock, resulting in the issuance of 299,200 shares of Common Stock.
(4) Common Stock includes shares issued pursuant to the Company's dividend reinvestment plan ("DRIP") and unvested restricted shares.
(5) During the year ended December 31, 2023, the Company repurchased 1,026,105 shares of Common Stock at a net average price of $12.19 per share, for a total of $12.5 million. All of these shares were retired upon settlement, reducing the total outstanding shares as of December 31, 2023. See discussion in the "Stock Repurchases" section below.
During the year ended December 31, 2023 and 2022, the Company paid an aggregate of $118.0 million and $87.8 million, respectively, of common stock pursuantdistributions comprised of quarterly common dividends of $0.355 per share.
Stock Repurchases
The Company’s board of directors has authorized a $65 million share repurchase program of the Company’s common stock. The Company’s share repurchase program authorizes share repurchases at prices below the most recently reported book value per share as determined in accordance with GAAP. Repurchases made under the program may be made through open market, block, and privately negotiated transactions, including Rule 10b5-1 plans, as permitted by securities laws and other legal requirements. The timing, manner, price and amount of any purchases by the Company will be determined by the Company in its reasonable business judgment and consistent with the exercise of its legal duties and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The share repurchase program does not obligate the Company to acquire any DRIP in effectparticular amount of common stock. The Company's share repurchase program will remain open until at least December 31, 2024, or until the capital committed to the applicable repurchase program has been exhausted, whichever is sooner. Repurchases under the Company’s share repurchase program may be suspended from time to time provided thatat the Company’s discretion without prior notice. As of December 31, 2023, the Company had $35.9 million remaining under the share repurchase program.


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
The following table is a summary of the Company’s repurchase activity of its common stock during the year ended December 31, 2023 (in thousands, except share amounts):
Year Ended December 31, 2023
Shares
Amount (1)(2)
Beginning of period, authorized repurchase amount$48,421 
Repurchases paid1,026,105 (12,504)
Remaining as of December 31, 2023$35,917 
________________________
(1) For the year ended December 31, 2023, the net average purchase price was 12.19 per share.
(2) Amount includes commissions paid associated with share repurchases.
Dividend Reinvestment and Direct Stock Purchase Plan
The Company has adopted a dividend reinvestment and direct stock purchase plan ("DRIP") under which we registered and reserved for issuance, in the aggregate, 63,000,000 shares of common stock. Under the dividend reinvestment component of this plan, the Company's boardcommon stockholders can designate all or a portion of directors has the power, in its sole discretion, to determine the amount of shares repurchased during any fiscal semester as well as the amount of fundstheir cash dividends to be used for that purpose. Any repurchase requests received during such fiscal semester will be paid atreinvested in additional shares of common stock. The direct stock purchase component allows stockholders, subject to the price, computed as described above onCompany's approval, to purchase shares of common stock directly from us. During the last day of such fiscal semester. Due to these limitations,years ended December 31, 2023, 2022 and 2021, the Company cannot guarantee thatissued 61,866 shares, 72,764 shares and zero shares, respectively, of common stock under the dividend reinvestment component of DRIP. As of December 31, 2023, 62,865,370 shares remained available for issuance under the DRIP.
At-the-Market Sales Agreement
On April 14, 2023, the Company will be ableestablished a $200 million at-the-market offering program ("ATM program") by entering into a Sales Agreement (the "Sales Agreement") with a financial syndicate as sales agents (the "Agents"), pursuant to accommodate all repurchase requests made during any fiscal semester or fiscal year. However, a stockholder may withdraw its request at any time or ask thatwhich the Company honorsmay sell, from time to time, and at various prices, through the request when funds are available. Pending repurchase requests will be honored on a pro rata basis. The Company will generally pay repurchase proceeds, less any applicable tax or other withholding required by law, by the 31st day following the end of the fiscal semester during which the repurchase request was made.
CalculationsAgents, shares of the Company's estimated per-share NAV occurs periodically,common stock. Sales, if any, of the common stock made through the Agents, pursuant to the Sales Agreement, may be made in "at the market" offerings (as defined in Rule 415 under the Securities Act of 1933, as amended), by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise, at market prices prevailing at the discretiontime of the board of directors, provided that such calculations willsale, in block transactions, in negotiated transactions, in any manner permitted by applicable law or as otherwise as may be made at least annually. Following its calculation, the Company's estimated per-share NAV will be disclosed in a periodic report. The most recent calculation of the Company's estimated per-share NAV approvedagreed by the boardCompany and any Agent.
As of directors occurred on November 10, 2017 based on the Company's net asset value as of September 30, 2017 and was equal to $19.02.
When a stockholder requests redemption and the redemption is approved,December 31, 2023, the Company will reclassify such obligation from equity to a liability based on the settlement valuehas not sold any shares of the obligation. Shares repurchasedcommon stock under its ATM program, and sales of common stock with an aggregate sales price of $200 million remained available for issuance under the SRP will have the status of authorized but unissued shares.Sales Agreement.
The following table reflects the number of shares repurchased under the SRP cumulatively through December 31, 2017:
 Number of Requests Number of Shares Repurchased Average Price per Share
Cumulative as of December 31, 2016985
 918,683
 $23.94
January 1 - March 31, 2017502
 496,678
 19.04
April 1 - June 30, 20172
 327
 20.08
July 1 - September 30, 2017636
 575,703
 19.24
September 30 - December 31, 2017 (1)

 
 
Cumulative as of December 31, 20172,125
 1,991,391
 $21.36
_______________________
(1) Amounts exclude 875 redemption requests, representing 607,498 shares, received during the semi-annual period from July 1, 2017 to December 31, 2017, which were approved by the board of directors and repurchased in January 2018.

Note 810 - Commitments and Contingencies
Unfunded Commitments Under Commercial Mortgage Loans
As of December 31, 20172023 and 2016,2022, the Company had the below unfunded commitments to the Company's borrowers.borrowers (dollars in thousands):
Funding ExpirationDecember 31, 2023December 31, 2022
2023$9,694 (1)$73,921 
2024117,411 312,009 
2025131,579 70,429 
202628,525 8,579 
2027 and beyond684 1,050 
$287,893 $465,988 
________________________
Funding Expiration December 31, 2017 December 31, 2016
2017 $
 $7,794
2018 36,475
 62,368
2019 26,465
 9,072
2020 20,598
 
  $83,538
 $79,234
(1) The balance relates to four loans that are subject to modification as of December 31, 2023.
The borrowers are generally required to meet or maintain certain metrics in order to qualify for the unfunded commitment amounts.
Litigation and Regulatory Matters

F-27


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Litigation and Regulatory Matters
InThe Company is not presently named as a defendant in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. The Company has no knowledgenone of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time. On June 6, 2016, an action was filed against the Company and two of its directors in the United States District Court for the Southern District of New York and styled Rurode v. Realty Finance Trust, Inc., et. al., No. 1:16-cv-04553.  The plaintiff’s individual and derivative complaint alleged that the Company made material misstatements in the proxy statement for its 2016 annual stockholder’s meeting related to an alleged planned merger transaction between the Company and an affiliate of its Former advisor.  The plaintiff alleged violations of Section 14(a) of the Securities Exchange Act of 1934 and sought to enjoin the Company’s 2016 annual meeting.  On June 28, 2016, the parties filed, and the court subsequently entered, a stipulation and order of dismissal of the action, but provided that the court would retain jurisdiction to consider any application by plaintiff for an award of attorneys’ fees.  On October 20, 2016, the plaintiff submitted a request for $0.75 million in fees and expenses. On November 14, 2016, the defendants filed a memorandum of law in opposition to that fee request. On July 19, 2017, the Company and the plaintiff entered into an agreement pursuant to which the Company paid $245,000believes, individually or in attorneys’ fees and expenses and the plaintiff agreed to withdraw its October 20, 2016 fee request toaggregate, will have a material impact on the court and to release the Company from any further claims related to such fee request.Company’s financial condition, operating results or cash flows.
Note 911 - Related Party Transactions and Arrangements
Advisory Agreement Fees and Reimbursements
Pursuant to the Advisory Agreement, the Company makes or wasis required to make the following payments and reimbursements to the Advisor:
The Company reimburses the Advisor’s costs of providing services pursuant to the Advisory Agreement, except the salaries and benefits paid by the Advisor to the Company’s executive officers.
The Company pays the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5% of stockholder’sstockholders' equity as calculated pursuant to the Advisory Agreement.
The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital (as defined in the Advisory Agreement) exceeds 6.0% per annum, our Advisor will be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to our Advisor exceed 10.0% of the aggregate total return for such year.
Until September 2017, the Company paid its Advisor an acquisition fee of 1.0% of the principal amount funded by us to originate or acquire commercial mortgage loans and 1.0% of the anticipated net equity funded by the Company to acquire real estate securities.
The Company reimburses the Advisor for insourced expenses incurred by the Advisor on the Company‘sCompany's behalf related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5% of the principal amount funded by the Company to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by the Company to acquire real estate securities investments.
Until September 29, 2016, the Former Advisor served as the Company's advisor and the Company paid the Former Advisor certain fees and expense reimbursements pursuant to its advisory agreement with the Former Advisor. The types of fees and reimbursements paid to the Former Advisor were similar to those paid to the Advisor prior to September 2017. In addition, prior to January 2016, the Company paid dealer-manager fees and selling commissions to an affiliate ("Former Dealer Manager") of the Former Advisor.
The table below shows the compensation and reimbursement to the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager incurred for services relating to the Company's public offering during the years ended December 31, 2017, 2016 and 2015, respectively, and the associated payable as of December 31, 2017 and 2016, respectively (dollars in thousands):
  Years Ended December 31, Payable as of December 31,
  2017 2016 2015 2017 2016
Total commissions and fees incurred from the Former Dealer Manager $
 $
 $37,092
 $
 $

F-28

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017

Total compensation and reimbursement for services provided by the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager(1)
 $
 $
 $7,442
 $480
 $480
________________________
(1) During 2016, the Company received reimbursement of excess payment of $0.8 million of offering costs from the Former Advisor. The reimbursement resulted in an increase to our Additional Paid-In Capital in the consolidated balance sheets.
The payables as of December 31, 2017 and 2016 in the table above are included in "Due to affiliates" on the Company's consolidated balance sheets. The fees incurred are recorded within the Additional paid in capital line in the consolidated balance sheets.

F-29

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017


The table below shows the costs incurred due to arrangements with our Advisor and with respect to periods prior to September 30, 2016, the Former Advisor and its affiliates during the years ended December 31, 2017, 20162023, 2022 and 20152021 and the associated payable as of December 31, 20172023 and 20162022 (dollars in thousands):
Year Ended December 31,Payable as of December 31,
20232022202120232022
Acquisition expenses (1)
$1,241 $1,360 $1,203 $— $— 
Administrative services expenses14,440 12,928 7,658 3,447 3,526 
Asset management and subordinated performance fee33,847 26,157 28,110 15,014 8,843 
Other related party expenses (2)(3)
1,192 875 355 855 3,060 
Total related party fees and reimbursements$50,720 $41,320 $37,326 $19,316 $15,429 
________________________
  Years Ended December 31, Payable as of December 31,
  2017 2016 2015 2017 2016
Acquisition fees and acquisition expenses (1)
 $4,197
 $806
 $7,916
 $
 $
Administrative services expenses 6,765
 4,376
 644
 3,480
 1,000
Advisory and investment banking fee 
 6
 56
 
 
Asset management and subordinated performance fee 9,273
 9,504
 7,615
 2,315
 2,439
Other related party expenses (2)
 394
 84
 364
 146
 145
Total related party fees and reimbursements $20,629
 $14,776
 $16,595
 $5,941
 $3,584
________________________
(1) Total acquisition fees and expenses paid during the years ended December 31, 20172023, 2022 and 20162021 were $10.2$5.8 million, $11.7 million and $0.8$15.0 million respectively, of which $6.0$4.6 million, $10.3 million and $0.0$13.8 million were capitalized within the commercialin Commercial mortgage loans, held for investment line of and Real estate securities, available for sale, measured at fair value in the consolidated balance sheets for the years ended December 31, 20172023, 2022 and 2016.2021.
(2) Included These are related to reimbursable costs incurred related to the increase in loan origination activities and are included in Other expenses in the Company's consolidated statementstatements of operations.
(3) As of December 31, 2023 and December 31, 2022, the related party payables include $0.7 million and $2.9 million of payments made by the Advisor to third party vendors on behalf of the Company.
The payables as of December 31, 20172023 and 20162022 in the table above are included in Due to affiliates on in the consolidated balance sheets.


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
Other Transactions
In the third quarter of 2021, the Company and an affiliate of the Company entered into the Jeffersonville JV to acquire a $139.5 million triple net lease property in Jeffersonville, GA. The Company has a 79% interest in the Jeffersonville JV, while the affiliated fund has a 21% interest. The Company invested a total of $109.8 million, made up of $88.7 million in debt and $21.1 million in equity, representing 79% of the ownership interest in the Jeffersonville JV. The affiliated fund made up the remaining $29.8 million composed of a $24.0 million mortgage note payable and $5.8 million in non-controlling interest. The Company has majority control of Jeffersonville JV and, therefore, consolidates the accounts of Jeffersonville JV in its consolidated financial statements. The Company's $88.7 million mortgage note payable to Jeffersonville JV is eliminated in consolidation (see Note 7 - Debt).
Pursuant to the Company's consolidated balance sheets.
Share Ownership2021 Incentive Plan, in the first quarter of 2023, the Company issued awards of restricted stock units to its officers and certain other personnel of the Advisor who provide services to the Company under the Advisory Agreement.
As of December 31, 20172023, our commercial mortgage loans, held for investment, includes an aggregate of $124.1 million carrying value of loans to affiliates of our Advisor. The Company recognized $10.0 million and $5.0 million in interest income from these loans for the year ended December 31, 2016, entities wholly-owned by AR Global owned 52,7712023 and 52,771 shares of the Company’s outstanding common stock, respectively.
Other Transactions
In December 2017, the Company purchased a commercial mortgage loan from an entity that is an affiliate of our Advisor, for an aggregate purchase price of $17.1 million and is included in Commercial mortgage loans, held-for-investment2022 respectively, in the consolidated balance sheet.statements of operations.
As disclosed in Note 3 - Commercial Mortgage Loans in April 2022, the Company fully funded a $113.2 million first mortgage consisting of 24 retail properties with various locations throughout the United States. The purchase ofCompany entered into a joint venture agreement and formed a joint venture entity, BSPRT Walgreens Portfolio, LLC (the "Walgreens Portfolio") to acquire 75.618% ownership interest in the commercial mortgage loan andWalgreens Portfolio, while the $17.1 million purchase price were approved by the Company’s board of directors and the Nominating and Corporate Governance Committee, which consists solely of independent directors.affiliated fund has 24.242% interest (see Note 5 - Real Estate Owned).
Note 1012 - Share-Based Compensation
Restricted Share PlanPlans
The Company has an employee and director incentive restricted shareCompany's 2021 Incentive plan (the "RSP"), which provides the Company with the ability to grant equity-based awards of restricted shares to the Company’sits directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, or certain of the Company's consultants, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, the Advisor and its affiliates. The total number of common shares granted under the RSP shall not exceed 5.0% of the Company’s authorized common shares pursuant to the Offering, and in any event, will not exceed 4.0 million shares (as such number may be adjusted for stock splits, stock distributions, combinations and similar events).
Restricted share awards entitle the recipient to receive common shares from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in common shares shall be subject to the same restrictions as the underlying restricted shares. The fair value of the restricted share awards are expensed over the vesting period.
As of December 31, 2017,2023, there were 4,526,704 shares of common stock remaining available for issuance under the Company's 2021 Incentive Plan. The Board may amend, suspend or terminate the 2021 Incentive Plan at any time; provided that no amendment, suspension or termination may impair rights or obligations under any outstanding award without the participant’s consent or violate the 2021 Incentive Plan’s prohibition on repricing. The Company's previous plan, the RSP, expired on February 7, 2023.
Service-based Restricted Stock and Restricted Stock Units
In accordance with the 2021 Incentive Plan, the Company had granted 21,398 restricted sharesissued awards of RSUs to its independent directors,officers and certain other personnel of which 5,333 were forfeited and 4,683 have vested, leaving a balance of 11,382 unvested restricted shares. As of December 31, 2016,the Advisor who provide services to the Company had granted 15,414 restricted shares to its independent directors, of which 2,399 were forfeited and 2,399 have

under the Advisory Agreement.
F-30


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

vested, leaving a balance of 10,081 unvested restricted shares. Based on a share price of $20.05, which wasRestricted Stock and RSU activity issued under the NAV per share as of the most recent grant, the compensation expense associated with the restricted share grants was $96.9 thousand, $44.3 thousandRSP and $29.6 thousand,2021 Incentive Plan for the years ended December 31, 2017, 20162023 and 2015,2022 are summarized below:
Shares OutstandingFourth Quarter 2023 Weighted Average Grant Date Fair Value
For the Years Ended
December 31, 2023December 31, 2022
RSP2021 Incentive PlanRSP2021 Incentive Plan
Unvested equity awards outstanding at beginning of period20,934 492,107 11,184 — $14.11 
Grants— 481,189 28,143 492,107 14.20 
Forfeitures— — — — — 
Vested(20,934)(164,039)(18,393)— 14.34 
Unvested equity awards outstanding at end of period 809,257 20,934 492,107 $14.11 
The Company recognized compensation expense associated with equity awards of $4.8 million and $2.5 million during the years ended December 31, 2023 and 2022, respectively, and arewhich is included within Other expenses line onin Share-based compensation in the consolidated statements of operations. Unrecognized estimated compensation expense for these awards totaled $7.1 million as of December 31, 2023 to be expensed over a weighted average period of 1.3 years. The fair value of equity awards that vested during the year ended December 31, 2023 was $2.7 million.
Note 1113 - Fair Value of Financial Instruments
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair values. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
Level I - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level II - Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level III - Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.
The Company has implemented valuation control processes to validate the fair value of the Company's financial instruments measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.
Financial Instruments Measured at Fair Value on a Recurring Basis
CMBSCRE CLO bonds, recorded in Real estate securities, available for sale, measured at fair value in the consolidated balance
sheets are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, and recent trades of similar real estate securities and the spreads used in the prior valuation.securities. Depending upon the significance of the fair value inputs used in determining these fair values, these real estate securities are


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
classified in either Level II or Level III of the fair value hierarchy. As of December 31, 2017 theThe Company had no CMBS. As of December 31, 2016, the Company obtained broker quotesobtains third party pricing for determining the fair value of each CMBS investment. As the broker quotes were both limited and non-binding, the Company has classified the CMBS asCRE CLO investment, resulting in a Level III.II classification.
Commercial mortgage loans held-for-sale,held for sale, measured at fair value in the Company's TRS are initially recorded at transaction proceeds,price, which are considered to be the best initial estimate of fair value. The Company engaged the services of a third party independent valuation firm to determine fair value of certain investments held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying collateral. Commercial mortgage loans held for sale, measured at fair value that are originated in the last month of the reporting period are held and marked to the transaction price. The Company classified the commercial mortgage loans held-for-sale,held for sale, measured at fair value as Level III.
Other real estate investments, measured at fair value in the consolidated balance sheets are valued using unobservable inputs. The Company engaged the services of a third party independent valuation firm to determine fair value of certain investments, including preferred equity investments, held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying collateral. The Company classified the other real estate investments, measured at fair value as Level III.
The fair value for Treasury note futures is derived using market prices. Treasury note futures trade on the Chicago Mercantile Exchange (“CME”). The instruments are a variety of recently issued 10-year U.S. Treasury notes. The future contracts are liquid and are centrally cleared through the CME. Treasury note futures are generally categorized in Level I of the fair value hierarchy.
The fair value for credit default swapswaps and interest rate swaps contracts isare derived using a pricing modelmodels that isare widely accepted by marketplace participants. Credit default swaps and some interest rate swaps are traded in the OTCover the counter ("OTC") market. The pricing model takesmodels take into account multiple inputs including specific contract terms, interest rate yield curves, interest rates, credit curves, recovery rates, andand/or current credit spreads obtained from swap counterparties and other market participants. Most inputs into the modelmodels are not subjective as they

F-31

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017

are observable in the marketplace or set per the contract. Valuation is primarily determined by the difference between the contract spread and the current market spread. The contract spread (or rate) is generally fixed and the market spread is determined by the credit risk of the underlying debt or reference entity. If the underlying indices are liquid and the OTC market for the current spread is active, credit default swaps and interest rate swaps are categorized in Level II of the fair value hierarchy. If the underlying indices are illiquid and the OTC market for the current spread is not active, credit default swaps are categorized in Level III of the fair value hierarchy. The credit default swaps and interest rate swaps are generally categorized in Level II of the fair value hierarchy.
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets.assets or liabilities. The Company's policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the beginning of the reporting period. There were no material transfers between levels within the fair value hierarchy during the year ended December 31, 2017.  During2023. Material transfers between levels within the quarterfair value hierarchy during the year ended December 31, 20162022 were specifically related to the Company's CMBS investments were transferredtransfer of ARM Agency Securities from Level II to Level III due to a decrease in the observable relevant market data becauseIII.


The following table presents the Company's financial instruments carried at fair value on a recurring basis in the consolidated balance sheets by its level in the fair value hierarchy as of December 31, 20172023 and 20162022 (dollars in thousands):
 Total Level I Level II Level III
December 31, 2017       
Real estate securities$
 $
 $
 $
Commercial mortgage loans, held-for-sale (1)
28,531
 
 
 28,531
Treasury note futures132
 132
 
 
Total assets, at fair value$28,663
 $132
 $
 $28,531
        
Liabilities, at fair value       
Credit default swaps$357
 $
 $357
 $
Total liabilities, at fair value$357
 $
 $357
 $
        
December 31, 2016
      
Real estate securities$49,049
 $
 $
 $49,049
Commercial mortgage loans, held-for-sale (1)

 
 
 
Treasury note futures
 
 
 
Credit default swaps
 
 
 
Total assets, at fair value$49,049
 $
 $
 $49,049
________________________
(1) Loans held in the Company's TRS, reported within Commercial mortgage loans, held-for-sale, measured. The Company did not have any liabilities carried at fair value on the consolidated balance sheets.as of December 31, 2023.
December 31, 2023
TotalLevel ILevel IILevel III
Assets, at fair value
Real estate securities, available for sale, measured at fair value$242,569 $— $242,569 $— 
Total assets, at fair value$242,569 $ $242,569 $ 
December 31, 2022
TotalLevel ILevel IILevel III
Assets, at fair value
Real estate securities, available for sale, measured at fair value$221,025 $— $221,025 $— 
Real estate securities, trading, measured at fair value235,728 — — 235,728 
Commercial mortgage loans, held for sale, measured at fair value15,559 — — 15,559 
Credit default swaps234 — 234 — 
Interest rate swaps90 — 90 — 
Treasury note futures91 91 — — 
Total assets, at fair value$472,727 $91 $221,349 $251,287 
Liabilities, at fair value
Credit default swaps$64 $— $64 $— 
Total liabilities, at fair value$64 $ $64 $ 

Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level III category. As a result, the unrealized gains and losses for assets and liabilities within the Level III category may include changes in fair value that were attributable to both observable and unobservable inputs. The following table summarizes the valuation method and significant unobservable inputs used for the Company’s financial instruments that are categorized within Level III of the fair value hierarchy as of December 31, 20172023 and December 31, 20162022 (dollars in thousands).
 Asset CategoryFair ValueValuation Methodologies
Unobservable Inputs (1)
Weighted Average (2)
Range
December 31, 2017Commercial mortgage loans, held-for-sale, measured at fair value$28,531Discounted Cash FlowYield4.93%4.8% - 5.3%
       
December 31, 2016
Real estate securities, available for sale, at fair value

$49,049Discounted Cash FlowYield6.50%3.7% - 8.3%

F-32

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
2022. The Company did not hold any applicable positions as of December 31, 2023.
December 31, 2022
Asset CategoryFair ValueValuation Methodologies
Unobservable Inputs (1)
Weighted Average (2)
Range
Commercial mortgage loans, held for sale, measured at fair value$15,559 Discounted Cash FlowYield7.2%6.3% - 7.7%
Real estate securities, trading, measured at fair value$235,728 Discounted Cash FlowYield3.3%2.0% - 6.5%

________________________
(1) In determining certain of these inputs, the Company evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. The Company has determined that market participants would take these inputs into account when valuing the investments.
(2) Inputs were weighted based on the fair value of the investments included in the range.

F-33


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023


Increases or decreases in any of the above unobservable inputs in isolation would result in a lower or higher fair value measurement for such assets. The following table presents additional information about the Company’s financial instruments which are measured at fair value on a recurring basis as of December 31, 20172023 and December 31, 20162022 for which the Company has used Level III inputs to determine fair value (dollars in thousands):
December 31, 2023
Commercial mortgage loans, held for sale, measured at fair valueReal estate securities, trading, measured at fair value
Beginning balance, January 1, 2023$15,559 $235,728 
Transfers into Level III (1)
— — 
Total realized and unrealized gain/(loss) included in earnings:
Realized gain/(loss) on sale of commercial mortgage loan, held for sale3,873 — 
Unrealized gain/(loss) on commercial mortgage loans, held for sale and other real estate investments44 — 
Trading gain/(loss)— (605)
Originations102,500 — 
Sales / paydowns(121,976)(235,123)
Transfers out of Level III (1)
— — 
Ending balance, December 31, 2023$ $ 
________________________
  December 31, 2017
  Commercial Mortgage Loans, held-for-sale, measured at fair value Real Estate Securities
Beginning balance, January 1, 2017 $
 $49,049
Transfers into Level III 
 
Total realized and unrealized gains (losses) included in earnings:    
Realized gain on sale of real estate securities 
 172
Realized gain on sale of commercial mortgage loan held-for-sale 4,523
 
Net accretion 
 167
Unrealized gains included in OCI 
 500
Purchases 156,101
 
Sales (132,093) (34,888)
Cash repayments/receipts 
 (15,000)
Transfers out of Level III 
 
December 31, 2017 balance $28,531
 $
     
  December 31, 2016
  Commercial Mortgage Loans, held-for-sale, measured at fair value Real Estate Securities
Beginning balance, January 1, 2016 $
 $
Transfers into Level III 
 57,639
Total realized and unrealized gains (losses) 
  
Realized (gain) loss on sale of real estate securities 
 (874)
Impairment losses on real estate securities 
 (310)
Net accretion 
 
Unrealized gains (losses) included in OCI 
 1,719
Purchases 
 
Sales/paydown 
 (9,125)
Cash repayments/receipts 
 
Transfers out of Level III 
 
December 31, 2016 balance $
 $49,049

F-34

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017




Financial Instruments Measured at Fair Value on a Non-Recurring Basis
As of December 31, 2017 the Company did not hold financial instruments carried at fair value on a non-recurring basis. The following table presents the Company's financial instruments carried at fair value on a non-recurring basis in the consolidated balance sheets by its level in the fair value hierarchyLevel III as of December 31, 2016 (dollars in thousands):
2023.
 Total Level I Level II Level III
December 31, 2016       
Commercial mortgage loans, held-for-sale$21,179
 $
 $
 $21,179
December 31, 2022
Commercial mortgage loans, held for sale, measured at fair valueReal estate securities, trading, measured at fair valueOther real estate investments, measured at fair value
Beginning balance, January 1, 2022$34,718 $ $2,074 
Transfers into Level III (1)
— 4,566,871 — 
Total realized and unrealized gain/(loss) included in earnings:
Realized gain/(loss) on sale of commercial mortgage loan, held for sale2,358 — — 
Realized gain/(loss) on sale of available for sale trading securities— — (33)
Unrealized gain/(loss) on commercial mortgage loans, held for sale and other real estate investments(511)— 
Trading gain/(loss)— (119,220)— 
Originations366,692 — — 
Sales / paydowns(387,698)(4,211,923)(2,045)
Transfers out of Level III (1)
— — — 
Ending balance, December 31, 2022$15,559 $235,728 $ 
________________________

Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the(1) Transfers into Level III category. As a result, the unrealized gains and losses for assets and liabilities within theinclude transfers related to ARM Agency Securities transferred from Level II. There were no transfers out of Level III category may include changes in fair value that were attributable to both observable and unobservable inputs. The following table summarizes the valuation method and significant unobservable inputs used for the Company’s financial instruments that are categorized within Level III of the fair value hierarchy as of December 31, 2016 (dollars in thousands).
 Asset CategoryFair ValueValuation Methodologies
Unobservable Inputs (1)
Weighted Average (2)
Range
December 31, 2016Commercial mortgage loans, held-for-sale$21,179
Discounted Cash FlowYield10.80%10.5% - 11%
________________________
(1) In determining certain of these inputs, the Company evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. The Company has determined that market participants would take these inputs into account when valuing the investments.
(2) Inputs were weighted based on the fair value of the investments included in the range.2022.
The fair value of cash and cash equivalents and restricted cash are measured using observable quoted market prices, or Level I inputs and their carrying value approximates their fair value. The fair value of borrowings under repurchase agreements approximate their carrying value onin the consolidated balance sheets due to their short-term nature and are measured using Level IIIII inputs.

Financial Instruments Measured at Fair Value on a Nonrecurring Basis
Real Estate Owned, held for sale, recorded in Real estate owned, held for sale in the consolidated balance sheets are


FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
valued at fair value on a non-recurring basis in accordance with ASC 820. As of December 31, 2023 and 2022, there were no Real estate owned, held for sale assets measured at fair value on a nonrecurring basis in the consolidated balance sheets.
As of September 30, 2023, our Real estate owned, held for sale assets and liabilities, measured at fair value on a nonrecurring basis in the consolidated balance sheets, had an aggregate fair value of $91.4 million, net, that represented the remaining 23 retail properties in the Walgreens Portfolio and were written down to estimated fair value less cost to sell for impairment purposes and were classified as Level III investments. The significant unobservable inputs utilized in the analysis were the exit capitalization rates, which ranged from 5.00%-5.75%.
Financial Instruments Not Measured at Fair Value
The fair values of the Company's commercial mortgage loans, held-for-investmentfinancial assets and collateralized loan obligations, whichliabilities that are not reported at fair value onin the consolidated balance sheets are reported below as of December 31, 20172023 and 20162022 (dollars in thousands):
December 31, 2023December 31, 2022
LevelCarrying AmountFair ValueLevelCarrying AmountFair Value
Commercial mortgage loans, held for investment (1)
AssetIII$5,036,942 $5,010,580 III$5,269,776 $5,278,495 
Collateralized loan obligation (2)
LiabilityII3,567,166 3,521,274 III3,121,983 3,055,810 
Mortgage note payableLiabilityIII23,998 23,998 III23,998 23,998 
Other financingsLiabilityIII36,534 36,534 III76,301 76,301 
Unsecured debtLiabilityIII81,295 64,900 III98,695 66,300 
________________________
   Level Carrying Amount Fair Value
December 31, 2017       
Commercial mortgage loans, held-for-investment (1)
Asset III $1,403,512
 $1,396,406
Collateralized loan obligationLiability II 826,150
 842,812
December 31, 2016      
Commercial mortgage loans, held-for-investment (1)
Asset III 1,048,737
 $1,029,756
Collateralized loan obligationLiability II 278,450
 282,001
(1) The carrying value is gross of $1.5$47.2 millionand $2.2$40.8 millionof allowance for loancredit losses as of December 31, 20172023 and 2022, respectively.
(2) Depending upon the significance of the fair value inputs utilized in determining these fair values, our collateralized loan obligations are classified in either Level II or Level III of the fair value hierarchy. Beginning in the third quarter of 2023, the transfers from Level III to Level II were a result of the availability of current and reliable market data provided by third party pricing services or other valuation techniques which utilized observable inputs.
Repurchase agreements - commercial mortgage loans of $299.7 million and $680.9 million as of December 31, 2016, respectively.2023 and 2022, respectively, and repurchase agreements - real estate securities of $174.1 million and $440.0 million as of December 31, 2023 and 2022, respectively, are not carried at fair value and do not include accrued interest, which are presented in Note 7 – Debt. For these instruments, carrying value generally approximates fair value and are classified as Level III.
The fair value of the commercial mortgage loans, held-for-investmentheld for investment is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of investments. The Company estimates the fair value of the collateralized loan obligations using external broker quotes. The Mortgage note payable was recorded at transaction proceeds, which are considered to be the best initial estimate of fair value. The fair value of the Other financings is generally estimated using a discounted cash flow analysis. The fair value of the Unsecured debt is based on discounted cash flows using Company estimates for market yields on similarly structured debt instruments.

F-35

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017

Note 1214 - Derivative Instruments
The Company uses derivative instruments primarily to economically manage the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk.



FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
As of December 31, 2017, the net premiums received on2023, there were no derivative instrument assets were $0.6 million.

instruments outstanding. The following derivative instruments were outstanding as of December 31, 20172022 (dollars in thousands):
 ��  Fair Value  
Contract type Notional 
Assets (1)
Liabilities (1)
 Net
Credit default swaps $30,000
 $32
$357
 $(325)
Treasury note futures 43,906
 100

 100
Total $73,906
 $132
$357
 $(225)
        
(1) Shown as derivative instruments, at fair value, in the accompanying consolidated balance sheets.
The Company did not have any derivative instruments outstanding as of December 31, 2016.

Fair Value
Contract typeNotional
Assets
Liabilities
As of December 31, 2022
Credit default swaps$18,000 $234 $64 
Interest rate swaps9,800 90 — 
Treasury note futures3,500 91 — 
Total$31,300 $415 $64 
The following table indicates the net realized and unrealized gains and losses on derivatives, by primary underlying risk exposure, as included in loss on derivative instruments in the consolidated statements of operations for year ended December 31, 2017. The Company did not have any net realized and unrealized gain or loss on derivatives during the year ended December 31, 2016.2023, 2022 and 2021:
Year Ended
December 31, 2023
Year Ended
December 31, 2022
Year Ended
December 31, 2021
Contract typeUnrealized
gain/(loss)
Realized
gain/(loss)
Unrealized
gain/(loss)
Realized
gain/(loss)
Unrealized
gain/(loss)
Realized
gain/(loss)
Credit default swaps$41 $(36)$147 $(405)$101 $(650)
Interest rate swaps(90)672 (15,954)59,499 7,070 (70)
Treasury note futures(91)362 (33)939 231 1,478 
Options— — — — — (274)
Total$(140)$998 $(15,840)$60,033 $7,402 $484 
The Company paired out of the entirety of its ARM portfolio-related swap agreements and does not hold any derivative positions related to the trading securities as of December 31, 2023 and 2022.
Interest rate swap agreements are measured at fair value on a recurring basis primarily using Level II Inputs in accordance with ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820). In determining fair value estimates for swaps, the Company utilizes the standard methodology of netting the discounted future fixed cash payments and the discounted future variable cash receipts which are based on expected future interest rates derived from observable market interest rate curves. The Company also incorporates both its own nonperformance risk and its counterparties’ nonperformance risk in determining fair value. In considering the effect of nonperformance risk, the Company considered the impact of netting and credit enhancements, such as collateral postings and guarantees, and has concluded that counterparty risk is not significant to the overall valuation.

  Year Ended December 31, 2017
Contract type 
Unrealized
(Gain)/Loss
 
Realized
(Gain)/Loss
 Total
Credit default swaps $117
 $373
 $490
Treasury note futures (100) (928) (1,028)
Total $17
 $(555) $(538)



F-36

BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023

Note 1315 - Offsetting Assets and Liabilities
The Company's consolidated balance sheets used a gross presentation of repurchase agreements and collateral pledged. The table below provides a gross presentation, the effects of offsetting and a net presentation of the Company's derivative instruments and repurchase agreements within the scope of ASC 210-20, Balance Sheet—Offsetting, as of December 31, 2017 and 2016 (dollars in thousands):
        Gross Amounts Not Offset on the Balance Sheet  
  Gross Amounts of Recognized Assets Gross Amounts Offset on the Balance Sheet Net Amount of Assets Presented on the Balance Sheet Financial Instruments Cash Collateral Pledged Net Amount
December 31, 2017            
Derivative instruments, at fair value $132
 $
 $132
 $
 $
 $

        Gross Amounts Not Offset on the Balance Sheet  
  Gross Amounts of Recognized Liabilities Gross Amounts Offset on the Balance Sheet Net Amount of Liabilities Presented on the Balance Sheet Financial Instruments 
Cash Collateral Pledged (2)
 Net Amount
December 31, 2017            
Repurchase agreements, commercial mortgage loans $65,690
 $
 $65,690
 $163,235
 $5,005
 $
Repurchase agreements, real estate securities (1)
 39,035
 
 39,035
 56,044
 
 
Derivative instruments, at fair value 357
 
 357
 
 2,961
 
December 31, 2016            
Repurchase agreements, commercial mortgage loans 257,664
 
 257,664
 399,914
 5,000
 
Repurchase agreements, real estate securities (*)
 66,639
 
 66,639
 102,358
 21
 
________________________
1) Includes $56.0 million and $53.3 million of Tranche C of Company issued CLO held by the Company, which eliminates within the real estate securities, at fair value line of the consolidated balance sheets as of December 31, 20172023 and 2022 (dollars in thousands):
Gross Amounts Not Offset on the Balance Sheet
Assets(1)
Gross Amounts of Recognized AssetsGross Amounts Offset on the Balance SheetNet Amount of Assets Presented on the Balance SheetFinancial Instruments
Cash Collateral (2)
Net Amount
December 31, 2022
Derivative instruments, at fair value$415 $— $415 $— $— $415 
Gross Amounts Not Offset on the Balance Sheet
LiabilitiesGross Amounts of Recognized LiabilitiesGross Amounts Offset on the Balance SheetNet Amount of Assets Presented on the Balance SheetFinancial Instruments
Cash Collateral (2)
Net Amount
December 31, 2023
Repurchase agreements, commercial mortgage loans$299,707 $— $299,707 $299,707 $— $— 
Repurchase agreements, real estate securities174,055 — 174,055 174,055 — — 
December 31, 2022
Repurchase agreements, commercial mortgage loans$680,859 $— $680,859 $680,859 $— $— 
Repurchase agreements, real estate securities440,008 — 440,008 440,008 — — 
Derivative instruments, at fair value64 — 64 — 64 — 
________________________
(1) As of December 31, 2016, respectively.
2) These cash collateral amounts are recorded2023, there were no assets which were presented gross within the scope of ASC 210-20, Balance Sheet—Offsetting.
(2) Included in Restricted cash balance on in the consolidated balance sheets.





FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
Note 1416 - Segment Reporting
Effective the third quarter of 2017, the Company realigned certain of its reportable segments with changes in its organizational structure and how the chief operating decision maker reviews and manages the business. A new reportable segment was added for the TRS business, a new line of business introduced by the Company during 2017. The Company usesconducts its business through the accounting policies for its segments as described in Note 2- Summary of Significant Accounting Policies. The three reporting segments are as follows:following segments:
The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans,mortgages, subordinate mortgages, mezzanine loans and participations in such loans.
The real estate securities business focuses on investing in and asset managing commercial real estate securitiessecurities. Historically this business has focused primarily consisting ofon CMBS, and may include unsecured REIT debt,CRE CLO bonds, CDO notes, and other securities. As a result of the October 2021 acquisition of Capstead, the Company acquired a portfolio of ARM Agency Securities. The portfolio was completely divested by the third quarter of 2023.

F-37

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017

The commercial real estate conduit business operated through the Company's TRS, which is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit. The TRS may also hold certain mezzanine loans that don't qualify as good REIT assets due to any potential loss from foreclosure.
The Company's historicalreal estate owned business represents real estate acquired by the Company through foreclosure, deed in lieu of foreclosure, or purchase.
Profit or loss on segment reporting has been retrospectively recast to reflectoperations is measured by Net income/(loss) included in the Company's current organizational structure.
consolidated statements of operations. The following table represents the Company's operations by segment for the years ended December 31, 2017, 20162023, 2022 and 2015 (in2021 (dollars in thousands):
December 31, 2017 Total Real Estate Debt Real Estate Securities TRS
Interest income $89,564
 $87,014
 $1,351
 $1,199
Interest expense 32,359
 30,407
 1,254
 698
Net income 33,779
 33,184
 269
 326
Total assets 1,583,661
 1,517,021
 389
 66,251
December 31, 2016        
Interest income 79,404
 73,884
 5,520
 
Interest expense 23,169
 20,719
 2,450
 
Net income 29,990
 29,797
 193
 
Total assets 1,248,125
 1,198,806
 49,319
 
December 31, 2015        
Interest income 59,393
 56,040
 3,353
 
Interest expense 12,268
 11,149
 1,119
 
Net income 24,933
 24,401
 532
 
Total assets 1,282,484
 1,150,858
 131,626
 
December 31, 2023TotalReal Estate Debt and Other Real Estate InvestmentsReal Estate SecuritiesTRSReal Estate Owned
Interest income$552,506 $530,116 $17,323 $2,244 $2,823 
Revenue from real estate owned17,021 — — — 17,021 
Interest expense305,577 288,327 14,118 1,150 1,982 
Net income/(loss)144,509 153,655 1,921 (10,506)(561)
Total assets as of December 31, 20235,955,180 5,372,371 245,949 66,503 270,357 
December 31, 2022
Interest income$357,705 $320,546 $30,203 $6,956 $— 
Revenue from real estate owned9,655 — — — 9,655 
Interest expense160,526 146,493 11,203 1,643 1,187 
Net income/(loss)14,215 78,252 (69,155)2,736 2,382 
Total assets as of December 31, 20226,203,601 5,444,152 474,231 63,307 221,911 
December 31, 2021
Interest income$216,890 $189,090 $24,740 $3,060 $— 
Revenue from real estate owned4,759 — — — 4,759 
Interest expense56,193 50,132 3,682 992 1,387 
Net income/(loss)25,702 86,863 (85,381)13,149 11,071 
Total assets as of December 31, 20219,474,701 4,205,883 5,054,394 72,840 141,584 
For the purposes of the table above, any expenses not associated with a specific segmentmanagement fees have been allocated to the business segments using aan agreed upon percentage derive by usingof each respective segment's prior period equity. Administrative fees are derived from an agreed upon reimbursable amount based on employee time charged and allocated to the sumbusiness segments.


Note 1517 - Income Taxes
The Company has conducted its operations to qualify as a REIT for U.S. federal income tax purposes beginning with its tax return for the taxable year ended December 31, 2013. As a REIT, if the Company meets certain organizational and operational requirements and distributedistributes at least 90% of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to its stockholders in a year, it will not be subject to U.S. federal income tax to the extent of the income that it distributes. The Company did not have any REIT— U.S federal taxable income, net of dividends paid for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, and therefore, has not provided for REIT U.S. federal income tax expense. However, even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on income in addition to U.S. federal income and excise and franchise taxes.
taxes on its undistributed income. The Company, through a subsidiary which is treated as TRS,its TRSs, is indirectly subject to U.S. federal, state and local income taxes. TRS permit the Company to participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria, are conducted within the parameters of certain limitations established by the Code, and are conducted in entities which elect to be treated as taxable subsidiaries under the Code. To the extent these criteria are met, the Company expects to continue to maintain its qualification as a REIT. The Company’s TRS isTRSs are not consolidated for U.S. federal income tax purposes, but areis instead taxed as a C corporation.corporations. For financial reporting purposes, the TRSs are consolidated and a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in its TRS.
The Company's TRS recognized pre-taxTRSs. Total (provision)/benefit for income of approximately $0.6 million and U.S. federal income tax expense of $0.2 milliontaxes for the yearyears ended December 31, 2017, which has been included on the accompanying consolidated statements2023, 2022 and 2021 were $2.8 million, $0.4 million and $(3.6) million, respectively. As of operations. The TRS did not have any activity during the year ended December 31, 2016.

F-38

BENEFIT STREET PARTNERS REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017

Componentsfederal net operating loss ("NOL") carryforwards and $5.7 million of the provision for income taxes consist of the following (dollars in thousands):
 Years Ended December 31,
 2017 2016 2015
Current expense (benefit)     
U.S. Federal$140
 $
 $
State and local61
 
 
Total current expense (benefit)201
 
 
Deferred expense (benefit)     
U.S. Federal18
 
 
State and local6
 
 
Total deferred expense (benefit)24
 
 
Provision for income tax expense (benefit)$225
 $
 $

state and local NOL carryforwards. The Company’s tax returnsNOL carryforwards are subject to audit by taxing authorities. Generally,certain limitations. The Company has analyzed and determined that future earnings of the Company's TRS are sufficient to support a conclusion that valuation allowance is not necessary as of December 31, 2017, the tax years 2014, 2015, 2016 and 2017 remain open to examination by the major taxing jurisdictions in which the Company is subject to taxes. 2023.
The Company does not expectuses a more-likely-than-not threshold for recognition and derecognition of tax expensepositions taken or to have an impact on either short or long-term liquidity or capital needs.
Under GAAP,be taken in a tax benefit related to an income tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the tax authorities based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement.return. The Company has assessed its tax positions for all open tax years beginning with its taxable year December 31, 20142018 and concluded that there were no uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as provision for income taxes.
Enacted on December 22, 2017,Components of the recently passed Tax Cuts and Jobs Act ("TCJA") made many significant changes toprovision for income taxes consist of the U.S. federalfollowing (dollars in thousands):
Year Ended December 31,
202320222021
Current (provision)/benefit for income taxes
U.S. Federal$(12)$65 $(3,093)
State and local(1)167 (349)
Total current (provision)/benefit for income taxes$(13)$232 $(3,442)
Deferred (provision)/benefit for income taxes
U.S. Federal$2,670 $99 $
State and local100 68 (158)
Total deferred (provision)/benefit for income taxes$2,770 $167 $(157)
Total (provision)/benefit for income taxes$2,757 $399 $(3,599)
The tax characteristics of $1.42 distributions per share of Common Stock declared during 2023 was $1.42 ordinary income. The tax characteristics of the $1.88 per share of Series E Preferred Stock declared during 2023 was $1.88 ordinary income. The tax characteristics of the $1.42 per as-converted share of Series H Preferred Stock declared during 2023 was $1.42 ordinary income. The ordinary income tax lawsper share of each stockholder represents the ordinary dividend that may be eligible for the 20% deduction applicable to businessesqualified REIT dividends under Internal Revenue Code Section 199A.
The tax characteristics of the $1.42 distributions per common share declared during 2022 was $1.42 ordinary income. The tax characteristics of the $318.66 distributions per share of Series C Preferred stock declared during 2022 was $318.66 ordinary income. The tax characteristics of the $106.22 per share of Series I Preferred Stock declared during 2022 was $106.22 ordinary income. The Series D Preferred Stock was exchanged for an equivalent number of shares of Series H Preferred Stock on June 24, 2022 and their owners, including REITsthe tax characteristics of the $424.86 per share declared during 2022 was $424.86 ordinary income. The tax characteristics of the $0.355 distributions per share of Series F Preferred stock declared during 2022, prior to converting on a one-for-one basis into shares of Common Stock, was $0.355 ordinary income. The tax characteristics of the $1.875 distributions per share of Series E Preferred stock declared during 2022 was $1.875 ordinary income. The ordinary income per share of each stockholder represents the amount of ordinary dividends that may be eligible for the 20% deduction applicable to qualified REIT dividends under Section 199A.
The Company utilizes the TRSs to reduce the impact of the prohibited transaction tax and their stockholders,to avoid penalty for the holding of assets not qualifying as real estate assets for purposes of the REIT asset tests. Any income associated with a TRS is fully taxable because the TRS is subject to federal and may lessen the relative competitive advantage of operatingstate income taxes as a REIT rather than as adomestic C corporation. For example, pursuant to this legislation, as of January 1, 2018, (1) the U.S. federal income tax rate applicable to corporations is reduced to 21%, (2) the highest marginal individual income tax rate is reduced to 37% (through taxable years ending in 2025), (3) the corporate alternative minimum tax is repealed, and (4) the backup withholding rate for U.S. stockholders is reduced to 24%. The amounts recorded in the consolidated statement of operations is provisional. Due to the timing of the enacted legislation, as well as the technical corrections, amendments or administrative guidance that could clarify the treatment of certain provisions, the Company will continue to evaluatecorporation based upon its conclusions and update its estimates as necessary.
The reduced corporate tax rate will apply to the Company's TRS and any other TRS it forms. Changes in tax rates and tax laws are accounted for in the period of enactment. In addition, individuals, estates and trusts may deduct up to 20% of certain pass-through income, including ordinary REIT dividends that are not "capital gain dividends" or "qualified dividend income," subject to certain limitations. For taxpayers qualifying for the full deduction, the effective maximum tax rate on ordinary REIT dividends would be 29.6% (through taxable years ending in 2025). The maximum rate of withholding with respect to the Company's distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests is also reduced from 35% to 21%. The deduction of net interest expense is limited for all businesses; provided that certain businesses, including real estate businesses, may elect not to be subject to such limitations and instead to depreciate their real property related assets over longer depreciable lives. To the extent that the Company's TRS or any other TRS it forms has interest expense that exceeds its interest income, the net interest expense limitation could potentially apply to such TRS.

Note 16 - Summary of Quarterly Results of Operations (Unaudited)

The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2017 and 2016 (dollars in thousands, except per share data):

income.
F-39


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172023


 March 31 June 30 September 30 December 31
2017       
Net interest income$13,451
 $13,126
 $13,350
 $17,278
Net income$6,049
 $6,281
 $6,975
 $14,474
Basic net income per share$0.19
 $0.20
 $0.22
 $0.46
Diluted net income per share$0.19
 $0.20
 $0.22
 $0.46
Basic weighted average shares outstanding31,740,256
 31,850,897
 31,741,679
 31,754,734
Diluted weighted average shares outstanding31,750,045
 31,860,444
 31,756,503
 31,769,048
2016       
Net interest income$15,523
 $14,829
 $12,933
 $12,950
Net income$9,420
 $8,860
 $5,373
 $6,337
Basic net income per share$0.30
 $0.28
 $0.17
 $0.20
Diluted net income per share$0.30
 $0.28
 $0.17
 $0.20
Basic weighted average shares outstanding31,548,897
 31,802,261
 31,516,876
 31,767,915
Diluted weighted average shares outstanding31,555,011
 31,807,927
 31,523,911
 31,777,994
Basic and diluted earnings per share are computed independently based on the weighted-average shares of common stock and restricted shares outstanding for each period. Accordingly, the sum of the quarterly earnings per share amounts may not agree to the total for the year.
Note 1718 - Subsequent Events
The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K and determined that there have not been any events that have occurred that would require adjustments10-K. The following activity took place subsequent to disclosuresthe year end:
Loan Activity: On February 7, 2024, we obtained, through deed-in-lieu of foreclosure, a multifamily property located in the consolidated financial statements except for the following transactions:
Distributions Paid
On January 2, 2018, the Company paid a distributionSan Antonio, Texas. The loan had an amortized cost basis of $3.9$42.2 million to stockholders of record during the monthas of December 31, 2017. Approximately $2.62023. On February 14, 2024, we sold the property for $42.8 million of the distribution was paid in cash, while $1.2 million was used to purchase 65,288 shares for those stockholders that chose to reinvest distributions through the DRIP.and fully recovered our loan basis.
Share Repurchase Program
As permitted under the SRP, in January 2018, our board of directors approved, with respect to redemption requests received during the semi-annual period from July 1, 2017Stock Repurchases: Subsequent to December 31, 2017,2023, the repurchase of shares validly submitted for repurchase in an amount such that the aggregate amount of sharesCompany repurchased pursuant to redemption requests received for the semi-annual period ended December 31, 2017 did not exceed 2.5% of the weighted average number of56,323 shares of common stock outstanding duringat a weighted average cost of$12.52 per share. As of February 7, 2024, $35.2 million remains available under the previous fiscal year.  Accordingly, 417,376 shares at an average perCompany’s share repurchase program(see Part II, Item 5, "Purchases of $18.56 (including all shares submittedEquity Securities by the Issuer and Affiliated Purchasers" for death and disability) were approved for repurchase and completed in January 2017.
Liquidity
Subsequent to year end, on February 15, 2018 the Company negotiated an increase in credit line to the existing JPM Repo Facility from $300.0 million to $520.0 million, of which $70.0 million is reserved for a specific asset. The Company used the increased capacity to call the CLO RFT 2015 - FL1 by paying off all note holders.

additional details).
F-40


BENEFIT STREET PARTNERSFRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017

Related Party Transactions
Amended Advisory Agreement
On January 19, 2018, the Company entered into an amendment to the Advisory Agreement. The amended Advisory Agreement amends and restates the Advisory Agreement, dated as of September 29, 2016, by and among the Company, the Operating Partnership and the Advisor. The Nominating and Corporate Governance Committee of the board of directors, which consists solely of the Company’s independent directors, negotiated, approved and recommended that the board of directors approve, the amended Advisory Agreement. The Committee engaged independent legal counsel to assist the Committee in negotiating the amended Advisory Agreement.
Loan Acquisition
On February 22, 2018, the Company purchased commercial mortgage loans from an entity that is an affiliate of our Advisor, for an aggregate purchase price of $27.8 million. The purchase of the commercial mortgage loans and the $27.8 million purchase price were approved by the Company’s board of directors. These loans are expected to be sold into a securitization vehicle through our TRS segment.
Equity Offering
On February 14, 2018 (the “Commitment Date”) the Company entered into stock purchase agreements (collectively, the “Purchase Agreements”), by and between the Company and certain institutional investors (the “Institutional Investors”), certain officers of the Company, and certain owners, employees and associates of the Advisor and its affiliates (collectively, the “Manager Investors,” and together with the Institutional Investors, the “Investors”), pursuant to which the Investors committed to purchase an aggregate amount of up to approximately $97.0 million of common stock (including Manager Investor commitments of approximately $32.1 million) of the Company in one or more closings. The purchase price will be $16.87 per share. The timing of any closing, and the amount of shares to be sold at such Closing, will be determined by the Company in its sole discretion, subject to certain limitations. As described in the Purchase Agreements, the Company may enter into additional Purchase Agreements with other investors within 12 months of the Commitment Date.


BENEFIT STREET PARTNERS REALTY TRUST, INC.

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
December 31, 20172023
(InDollars in thousands)

DescriptionProperty TypeFace ValueAmortized Cost
Principal amount subject to delinquent principal or interest (1)
Index (2)
Spread Payment
Terms
Maturity Date
Senior Debt 1Hospitality$4,586 $4,586 $— Adj. 1 month SOFR Term4.00%Amortizing Balloon3/9/2024
Senior Debt 2Multifamily35,212 35,212 — 1 month SOFR Term4.50% Interest Only9/9/2024
Senior Debt 3Hospitality21,796 21,796 — 1 month SOFR Term4.25%Amortizing Balloon3/9/2024
Senior Debt 4Office13,937 13,937 — 1 month SOFR Term5.50%Amortizing Balloon9/9/2024
Senior Debt 5Office41,185 41,185 — 1 month SOFR Term3.56%Amortizing Balloon5/9/2024
Senior Debt 6Hospitality18,398 18,398 — 1 month SOFR Term3.84%Amortizing Balloon1/9/2024
Senior Debt 7Hospitality12,900 12,900 — 1 month SOFR Term4.41%Amortizing Balloon10/9/2025
Senior Debt 8Hospitality4,805 4,805 — 1 month SOFR Term5.25%Amortizing Balloon5/9/2024
Senior Debt 9Office14,852 14,852 — 1 month SOFR Term4.00%Amortizing Balloon12/9/2024
Senior Debt 10Office24,444 24,442 — Adj. 1 month SOFR Term4.35% Interest Only1/9/2024
Senior Debt 11Manufactured Housing1,301 1,301 — 5.50%Amortizing Balloon5/9/2025
Senior Debt 12Self Storage27,440 27,440 27,440 Adj. 1 month SOFR Term5.00% Interest Only1/9/2024
Senior Debt 13Office17,103 17,103 — Adj. 1 month SOFR Term4.50%Amortizing Balloon10/9/2024
Senior Debt 14Office63,274 63,146 — 5.15%Amortizing Balloon10/9/2025
Senior Debt 15Office30,186 30,186 — 1 month SOFR Term2.81% Interest Only10/9/2024
Senior Debt 16Office9,175 9,175 — Adj. 1 month SOFR Term5.00% Interest Only11/9/2024
Senior Debt 17Multifamily12,550 12,547 — Adj. 1 month SOFR Term4.55% Interest Only2/9/2024
Senior Debt 18Multifamily21,000 21,000 — Adj. 1 month SOFR Term4.60% Interest Only1/9/2024
Senior Debt 19Office10,855 10,855 — 1 month SOFR Term5.56% Amortizing Balloon1/9/2024
Senior Debt 20Office44,913 44,892 — Adj. 1 month SOFR Term3.97% Interest Only3/9/2024
Senior Debt 21Multifamily34,476 34,457 — 1 month SOFR Term8.00% Interest Only2/9/2024
Senior Debt 22Hospitality23,000 22,992 — Adj. 1 month SOFR Term5.79% Interest Only3/9/2024
Senior Debt 23Multifamily34,750 34,750 — 1 month SOFR Term4.10% Interest Only3/9/2024
Senior Debt 24Multifamily55,000 55,000 — 1 month SOFR Term4.00% Interest Only5/9/2024
Senior Debt 25Multifamily14,700 14,696 — Adj. 1 month SOFR Term3.39% Interest Only4/9/2024
Senior Debt 26Multifamily8,898 8,893 — Adj. 1 month SOFR Term3.80% Interest Only4/9/2024
Senior Debt 27Multifamily19,804 19,798 — Adj. 1 month SOFR Term3.60% Interest Only4/9/2024
Senior Debt 28Multifamily43,246 43,237 — Adj. 1 month SOFR Term 2.95% Interest Only4/9/2026
Senior Debt 29Hospitality25,700 25,700 — Adj. 1 month SOFR Term 5.60% Interest Only5/9/2024
Senior Debt 30Mixed Use32,500 32,500 — Adj. 1 month SOFR Term 3.70% Interest Only7/9/2024
Senior Debt 31Multifamily75,927 75,901 — Adj. 1 month SOFR Term 2.95% Interest Only4/9/2026
Senior Debt 32Multifamily20,450 20,426 — Adj. 1 month SOFR Term 3.60% Interest Only5/9/2024
Senior Debt 33Multifamily30,320 30,310 — Adj. 1 month SOFR Term 2.95% Interest Only4/9/2026
Senior Debt 34Multifamily35,466 35,459 — Adj. 1 month SOFR Term 2.95% Interest Only4/9/2026
Senior Debt 35Multifamily33,588 33,582 — Adj. 1 month SOFR Term 2.95% Interest Only4/9/2026
Senior Debt 36Multifamily152,112 151,644 — 1 month SOFR Term 4.55% Interest Only6/9/2024
   Face Carrying Interest Payment Maturity
DescriptionProperty Type Amount Amount Rate Terms Date
Senior 1Office $31,250
 $31,250
  1M LIBOR + 4.50% Interest Only 9/9/2018
Senior 2Retail 9,450
 9,451
  1M LIBOR + 4.90% Interest Only 9/9/2018
Senior 3Office 41,885
 41,791
  1M LIBOR + 5.25% Interest Only 12/9/2018
Senior 4Office 30,451
 30,394
  1M LIBOR + 4.60% Interest Only 2/9/2019
Senior 5Retail 11,684
 11,665
  1M LIBOR + 4.50% Interest Only 2/9/2019
Senior 6Multifamily 14,990
 14,988
  1M LIBOR + 5.00% Interest Only 2/9/2018
Senior 7Retail 10,790
 10,787
  1M LIBOR + 5.25% Interest Only 3/9/2018
Senior 8Hospitality 16,800
 16,795
  1M LIBOR + 4.90% Interest Only 4/9/2018
Senior 9Multifamily 26,410
 26,388
  1M LIBOR + 4.25% Interest Only 5/9/2018
Senior 10Multifamily 14,980
 14,968
  1M LIBOR + 4.50% Interest Only 5/9/2018
Senior 11Retail 14,600
 14,591
  1M LIBOR + 4.25% Interest Only 5/9/2018
Senior 12Retail 27,249
 27,245
  1M LIBOR + 4.75% Interest Only 6/9/2018
Senior 13Office 9,844
 9,832
  1M LIBOR + 4.65% Interest Only 6/9/2018
Senior 14Industrial 19,553
 19,533
  1M LIBOR + 4.25% Interest Only 7/9/2018
Senior 15Multifamily 18,941
 18,927
  1M LIBOR + 4.20% Interest Only 7/9/2018
Senior 16Hospitality 10,350
 10,336
  1M LIBOR + 5.50% Interest Only 7/9/2018
Senior 17Hospitality 15,375
 15,362
  1M LIBOR + 5.30% Interest Only 7/9/2018
Senior 18Office 45,235
 45,179
  1M LIBOR + 5.50% Interest Only 7/9/2018
Senior 19Retail 7,500
 7,487
  1M LIBOR + 5.00% Interest Only 7/9/2018
Senior 20Retail 4,725
 4,715
  1M LIBOR + 5.50% Interest Only 8/9/2018
Senior 21Multifamily 44,595
 44,529
  1M LIBOR + 4.25% Interest Only 8/9/2018
Senior 22Office 14,250
 14,229
  1M LIBOR + 4.75% Interest Only 3/9/2019
Senior 23Multifamily 24,387
 24,363
  1M LIBOR + 4.25% Interest Only 11/9/2018
Senior 24Multifamily 5,538
 5,554
  1M LIBOR + 3.85% Interest Only 11/9/2018
Senior 25Multifamily 5,519
 5,525
  1M LIBOR + 3.95% Interest Only 11/9/2018
Senior 26Multifamily 13,120
 13,127
  1M LIBOR + 3.95% Interest Only 11/9/2018
Senior 27Multifamily 5,894
 5,898
  1M LIBOR + 4.05% Interest Only 11/9/2018
Senior 28Industrial 33,655
 33,647
  1M LIBOR + 4.00% Interest Only 11/9/2018
Senior 29Office 12,000
 11,984
  1M LIBOR + 4.75% Interest Only 11/9/2019
Senior 30Office 35,000
 34,978
  1M LIBOR + 5.00% Interest Only 11/9/2018
Senior 31Office 29,163
 29,136
  1M LIBOR + 4.25% Interest Only 1/9/2019
Senior 32Office 15,030
 14,991
  1M LIBOR + 5.35% Interest Only 3/9/2019
Senior 33Multifamily 14,000
 13,990
  1M LIBOR + 5.00% Interest Only 2/9/2019
Senior 34Office 16,300
 16,250
  1M LIBOR + 6.00% Interest Only 2/9/2019
Senior 35Retail 13,700
 13,684
  1M LIBOR + 4.75% Interest Only 3/9/2019
Senior 36Retail 28,500
 28,478
  1M LIBOR + 4.73% Interest Only 4/9/2019
Senior 37Retail 12,700
 12,690
  1M LIBOR + 5.00% Interest Only 4/9/2019
Senior 38Multifamily 37,410
 37,347
  1M LIBOR + 6.75% Interest Only 6/9/2019
Senior 39Retail 15,750
 15,732
  1M LIBOR + 5.25% Interest Only 6/9/2019



DescriptionProperty TypeFace ValueAmortized Cost
Principal amount subject to delinquent principal or interest (1)
Index (2)
Spread Payment
Terms
Maturity Date
Senior Debt 37Hospitality36,750 36,713 — Adj. 1 month SOFR Term 6.25% Interest Only6/9/2024
Senior Debt 38Multifamily35,116 34,990 — Adj. 1 month SOFR Term 8.00% Interest Only3/9/2025
Senior Debt 39Multifamily16,453 16,453 — Adj. 1 month SOFR Term 3.75% Interest Only10/9/2024
Senior Debt 40Multifamily47,984 47,901 — Adj. 1 month SOFR Term 3.15% Interest Only10/9/2024
Senior Debt 41Multifamily41,650 41,650 — Adj. 1 month SOFR Term 3.40% Interest Only9/9/2024
Senior Debt 42Multifamily34,760 34,713 — Adj. 1 month SOFR Term 3.64% Interest Only10/9/2024
Senior Debt 43Multifamily8,500 8,489 — Adj. 1 month SOFR Term 3.75% Interest Only9/9/2024
Senior Debt 44Multifamily14,890 14,890 — Adj. 1 month SOFR Term 3.15% Interest Only9/9/2024
Senior Debt 45Multifamily69,500 69,312 — Adj. 1 month SOFR Term 3.25% Interest Only10/9/2024
Senior Debt 46Multifamily11,325 11,306 — Adj. 1 month SOFR Term 3.75% Interest Only10/9/2024
Senior Debt 47Multifamily27,199 27,160 — Adj. 1 month SOFR Term 3.20% Interest Only10/9/2024
Senior Debt 48Hospitality17,122 17,122 — Adj. 1 month SOFR Term 5.25% Interest Only10/9/2024
Senior Debt 49Multifamily56,150 56,071 — Adj. 1 month SOFR Term 3.10% Interest Only10/9/2024
Senior Debt 50Multifamily38,242 38,116 — Adj. 1 month SOFR Term 2.90% Interest Only11/9/2026
Senior Debt 51Multifamily55,394 55,394 — Adj. 1 month SOFR Term 3.10% Interest Only1/9/2024
Senior Debt 52Multifamily38,153 38,101 — Adj. 1 month SOFR Term 2.90% Interest Only12/9/2024
Senior Debt 53Multifamily68,165 68,165 — Adj. 1 month SOFR Term 2.85% Interest Only11/9/2024
Senior Debt 54Multifamily32,567 32,510 — Adj. 1 month SOFR Term 3.25% Interest Only12/9/2024
Senior Debt 55Multifamily61,600 61,600 — Adj. 1 month SOFR Term 3.35% Interest Only11/9/2024
Senior Debt 56Multifamily44,987 44,987 — Adj. 1 month SOFR Term 3.00% Interest Only12/9/2024
Senior Debt 57Multifamily47,147 47,019 — Adj. 1 month SOFR Term 2.75% Interest Only11/9/2025
Senior Debt 58Multifamily86,000 85,959 — 1 month SOFR Term 3.24% Interest Only3/9/2024
Senior Debt 59Manufactured Housing6,700 6,688 — Adj. 1 month SOFR Term 4.50% Interest Only12/9/2024
Senior Debt 60Multifamily58,680 58,677 — Adj. 1 month SOFR Term 3.45% Interest Only1/9/2024
Senior Debt 61Multifamily26,068 26,068 — Adj. 1 month SOFR Term 2.90% Interest Only3/9/2024
Senior Debt 62Multifamily14,933 14,905 — Adj. 1 month SOFR Term 3.20% Interest Only12/9/2024
Senior Debt 63Multifamily38,283 38,219 — Adj. 1 month SOFR Term 3.00% Interest Only12/9/2024
Senior Debt 64Multifamily42,235 42,234 — Adj. 1 month SOFR Term 2.90% Interest Only1/9/2024
Senior Debt 65Multifamily69,415 69,415 — Adj. 1 month SOFR Term 2.88% Interest Only12/9/2024
Senior Debt 66Multifamily66,742 66,742 — Adj. 1 month SOFR Term 2.88% Interest Only12/9/2024
Senior Debt 67Multifamily17,145 17,144 — 1 month SOFR Term 3.50% Interest Only1/9/2025
Senior Debt 68Multifamily59,232 59,175 — Adj. 1 month SOFR Term 2.75% Interest Only12/9/2024
Senior Debt 69Multifamily22,240 22,239 — 1 month SOFR Term 2.96% Interest Only7/9/2024
Senior Debt 70Multifamily25,241 25,195 — 1 month SOFR Term 2.96% Interest Only1/9/2025
Senior Debt 71Multifamily32,428 32,425 — 1 month SOFR Term 3.20% Interest Only1/9/2024
Senior Debt 72Multifamily78,416 78,167 — 1 month SOFR Term 3.45% Interest Only1/9/2027
Senior Debt 73Multifamily81,247 81,164 — 1 month SOFR Term 3.21% Interest Only1/9/2025
Senior Debt 74Multifamily24,000 23,999 — 1 month SOFR Term 3.10% Interest Only1/9/2024
Senior Debt 75Retail31,000 30,946 — 1 month SOFR Term 3.29% Interest Only1/9/2025
Senior Debt 76Multifamily38,511 38,511 — 1 month SOFR Term 3.55% Interest Only2/9/2024
Senior Debt 77Multifamily23,855 23,848 — 1 month SOFR Term 2.95% Interest Only2/9/2024
Senior 40Retail 25,000
 24,953
  1M LIBOR + 4.40% Interest Only 7/9/2019
Senior 41Multifamily 14,817
 14,825
  1M LIBOR + 7.10% Interest Only 5/9/2019
Senior 42Hospitality 12,600
 12,578
  1M LIBOR + 5.50% Interest Only 6/9/2019
Senior 43Hospitality 11,750
 11,709
  1M LIBOR + 5.50% Interest Only 5/9/2020
Senior 44Retail 20,450
 20,394
  1M LIBOR + 5.00% Interest Only 7/9/2020
Senior 45Multifamily 26,000
 26,023
  1M LIBOR + 7.50% Interest Only 3/9/2019
Senior 46Hospitality 14,900
 14,877
  1M LIBOR + 6.25% Interest Only 9/9/2019
Senior 47Office 11,580
 11,528
  1M LIBOR + 4.45% Interest Only 9/9/2020
Senior 48Office 9,750
 9,723
  1M LIBOR + 5.50% Interest Only 10/9/2019
Senior 49Multifamily 39,700
 39,644
  1M LIBOR + 5.50% Interest Only 10/9/2019
Senior 50Multifamily 25,500
 25,473
  1M LIBOR + 4.85% Interest Only 8/9/2019
Senior 51Retail 7,500
 7,490
  1M LIBOR + 5.25% Interest Only 6/9/2019
Senior 52Office 62,040
 61,940
  1M LIBOR + 4.50% Interest Only 6/9/2019
Senior 53Multifamily 39,033
 38,888
  1M LIBOR + 4.50% Interest Only 7/9/2020
Senior 54Hospitality 8,875
 8,766
  1M LIBOR + 6.20% Interest Only 10/9/2019
Senior 55Office 25,120
 24,939
  1M LIBOR + 4.15% Interest Only 10/9/2019
Senior 56Multifamily 34,875
 34,706
  1M LIBOR + 3.80% Interest Only 11/9/2019
Senior 57Multifamily 81,000
 80,628
  1M LIBOR + 7.00% Interest Only 11/9/2019
Senior 58Office 29,800
 29,660
  1M LIBOR + 7.00% Interest Only 2/9/2018
Senior 59Hospitality 10,600
 10,485
  1M LIBOR + 5.00% Interest Only 11/9/2020
Senior 60Office 20,000
 19,877
  1M LIBOR + 4.25% Interest Only 12/9/2020
Senior 61Hospitality 7,700
 7,657
  1M LIBOR + 5.75% Interest Only 12/9/2019
Senior 62Hospitality 57,075
 56,788
  1M LIBOR + 5.75% Interest Only 6/9/2019
Senior 63Hospitality 18,000
 17,063
 5.75% Interest Only 10/6/2021
Mezzanine 1Multifamily 4,000
 4,036
 12.0% Interest Only 1/6/2024
Mezzanine 2Office 7,000
 7,012
 12.0% Interest Only 5/1/2019
Mezzanine 3Multifamily 3,480
 3,494
 9.5% Interest Only 7/1/2024
Mezzanine 4Office 10,000
 9,572
 10.0% Interest Only 9/6/2024
Mezzanine 5Multifamily 3,000
 3,003
  1M LIBOR + 13.00% Interest Only 3/9/2019
Mezzanine 6Multifamily 8,000
 7,965
  1M LIBOR + 13.00% Interest Only 11/9/2019
   $1,407,718
 $1,403,512
      




DescriptionProperty TypeFace ValueAmortized Cost
Principal amount subject to delinquent principal or interest (1)
Index (2)
Spread Payment
Terms
Maturity Date
Senior Debt 78Multifamily11,100 11,097 — 1 month SOFR Term 3.30% Interest Only2/9/2024
Senior Debt 79Multifamily47,444 47,442 — 1 month SOFR Term 2.86% Interest Only1/9/2024
Senior Debt 80Multifamily36,824 36,821 — 1 month SOFR Term 2.86% Interest Only1/9/2024
Senior Debt 81Hospitality10,504 10,481 — 1 month SOFR Term 5.30% Interest Only2/9/2025
Senior Debt 82Multifamily82,000 81,989 — 1 month SOFR Term 3.20% Interest Only2/9/2024
Senior Debt 83Industrial55,000 54,973 — 1 month SOFR Term 3.50% Interest Only3/9/2024
Senior Debt 84Multifamily39,864 39,843 — 1 month SOFR Term 3.10% Interest Only3/9/2024
Senior Debt 85Multifamily35,220 35,202 — 1 month SOFR Term 2.95% Interest Only3/9/2024
Senior Debt 86Mixed Use19,000 18,991 — 1 month SOFR Term 3.42% Interest Only3/9/2024
Senior Debt 87Multifamily85,500 85,480 — 1 month SOFR Term 3.15% Interest Only3/9/2024
Senior Debt 88Multifamily31,900 31,888 — 1 month SOFR Term 3.30% Interest Only4/9/2024
Senior Debt 89Hospitality30,021 29,741 — 1 month SOFR Term 7.05% Interest Only6/9/2025
Senior Debt 90Multifamily13,558 12,691 — 1 month SOFR Term 6.75% Interest Only4/9/2025
Senior Debt 91Hospitality43,457 43,457 — 1 month SOFR Term 4.90% Interest Only4/9/2024
Senior Debt 92Hospitality15,634 15,568 — 1 month SOFR Term 5.34% Interest Only11/9/2025
Senior Debt 93Multifamily35,949 35,949 35,949 1 month SOFR Term 6.05% Interest Only6/9/2024
Senior Debt 94Multifamily56,616 56,479 — 1 month SOFR Term 3.95% Interest Only5/9/2025
Senior Debt 95Multifamily29,905 29,816 — 1 month SOFR Term 4.00% Interest Only11/9/2024
Senior Debt 96Multifamily56,859 56,806 — 1 month SOFR Term 6.70% Interest Only3/9/2024
Senior Debt 97Multifamily12,536 12,523 — 1 month SOFR Term 3.55% Interest Only5/9/2024
Senior Debt 98Industrial18,724 18,673 — 1 month SOFR Term 4.90% Interest Only9/9/2024
Senior Debt 99Multifamily19,899 19,875 — 1 month SOFR Term 3.50% Interest Only6/9/2024
Senior Debt 100Multifamily28,979 28,936 — 1 month SOFR Term 3.65% Interest Only6/9/2024
Senior Debt 101Multifamily17,330 17,303 — 1 month SOFR Term 3.65% Interest Only6/9/2024
Senior Debt 102Multifamily70,750 70,673 — 1 month SOFR Term 3.80% Interest Only6/9/2024
Senior Debt 103Multifamily83,914 83,810 — 1 month SOFR Term 3.95% Interest Only6/9/2024
Senior Debt 104Multifamily45,469 45,414 — 1 month SOFR Term 3.95% Interest Only6/9/2024
Senior Debt 105Multifamily58,003 57,930 — 1 month SOFR Term 3.95% Interest Only6/9/2024
Senior Debt 106Multifamily20,716 20,688 — 1 month SOFR Term 3.95% Interest Only6/9/2024
Senior Debt 107Multifamily146,810 146,608 — 1 month SOFR Term 3.95% Interest Only6/9/2024
Senior Debt 108Multifamily56,000 55,938 — 1 month SOFR Term 3.80% Interest Only6/9/2024
Senior Debt 109Multifamily11,675 11,661 — 1 month SOFR Term 4.45% Interest Only11/9/2024
Senior Debt 110Multifamily70,750 70,569 — 1 month SOFR Term 3.45% Interest Only6/9/2024
Senior Debt 111Hospitality39,525 39,346 — 1 month SOFR Term 6.94% Interest Only8/9/2025
Senior Debt 112Multifamily— — — 1 month SOFR Term 6.31% Interest Only9/9/2025
Senior Debt 113Hospitality16,270 16,249 — 1 month SOFR Term 5.75% Interest Only4/9/2024
Senior Debt 114Manufactured Housing11,617 11,587 — 1 month SOFR Term 4.75% Interest Only9/9/2024
Senior Debt 115Hospitality— — — 1 month SOFR Term 7.50% Interest Only11/9/2024
Senior Debt 116Multifamily48,764 48,684 — 1 month SOFR Term 4.20% Interest Only1/9/2025
Senior Debt 117Multifamily51,000 50,875 — 1 month SOFR Term 3.75% Interest Only12/9/2024
Senior Debt 118Multifamily14,635 14,594 — 1 month SOFR Term 4.25% Interest Only1/9/2025
F-43


DescriptionProperty TypeFace ValueAmortized Cost
Principal amount subject to delinquent principal or interest (1)
Index (2)
Spread Payment
Terms
Maturity Date
Senior Debt 119Hospitality28,300 28,297 — 1 month SOFR Term 5.25% Interest Only1/9/2024
Senior Debt 120Multifamily55,500 55,353 — 1 month SOFR Term 3.85% Interest Only4/9/2025
Senior Debt 121Hospitality10,500 10,465 — 1 month SOFR Term 5.50% Interest Only4/9/2025
Senior Debt 122Hospitality120,000 119,559 — 1 month SOFR Term 4.90% Interest Only2/9/2026
Senior Debt 123Multifamily64,500 64,388 — 1 month SOFR Term 5.00% Interest Only5/9/2024
Senior Debt 124Hospitality39,549 39,661 — 1 month SOFR Term 3.75% Interest Only12/27/2024
Senior Debt 125Multifamily21,700 21,616 — 1 month SOFR Term 3.95% Interest Only7/9/2025
Senior Debt 126Manufactured Housing21,449 21,296 — 1 month SOFR Term 4.25% Interest Only8/9/2025
Senior Debt 127Multifamily19,793 19,881 — 4.75% Interest Only7/9/2028
Senior Debt 128Multifamily78,996 78,664 — 1 month SOFR Term 3.20% Interest Only8/9/2025
Senior Debt 129Hospitality23,000 22,861 — 1 month SOFR Term 5.45% Interest Only8/9/2026
Senior Debt 130Hospitality12,420 12,322 — 1 month SOFR Term 4.85% Interest Only9/9/2026
Senior Debt 131Multifamily38,750 38,572 — 1 month SOFR Term 4.50% Interest Only11/9/2025
Senior Debt 132Hospitality31,300 31,078 — 1 month SOFR Term 4.25% Interest Only11/9/2026
Senior Debt 133Multifamily42,750 42,555 — 1 month SOFR Term 3.85% Interest Only11/9/2025
Senior Debt 134Multifamily17,119 16,966 — 1 month SOFR Term 3.20% Interest Only10/9/2026
Senior Debt 135Multifamily21,000 20,887 — 1 month SOFR Term 3.75% Interest Only12/9/2024
Senior Debt 136Hospitality41,071 40,855 — 1 month SOFR Term 3.65% Interest Only12/9/2026
Senior Debt 137Hospitality25,750 25,595 — 1 month SOFR Term 3.95% Interest Only1/9/2026
Senior Debt 138Hospitality16,566 16,563 — 5.99% Amortizing Balloon10/6/2024
Mezzanine Loan 1Retail3,000 2,994 — 1 month SOFR Term12.00% Interest Only1/9/2025
Mezzanine Loan 2Mixed Use1,000 1,000 — 1 month SOFR Term11.00% Interest Only3/9/2024
Mezzanine Loan 3Hospitality1,350 1,346 — 1 month SOFR Term 9.25% Interest Only11/9/2025
Mezzanine Loan 4Hospitality— — — 1 month SOFR Term10.00% Interest Only11/9/2024
Mezzanine Loan 5Multifamily2,378 2,378 — 1 month SOFR Term 4.50% Interest Only9/9/2024
Mezzanine Loan 6Multifamily11,700 11,655 — 1 month SOFR Term 3.95% Interest Only7/9/2025
Commercial mortgage loans, held for investment (3)
$5,045,036 $5,036,942 $63,389  
Allowance for credit losses$(47,175)
Commercial mortgage loans, held for investment, net of allowance for credit losses$4,989,767 
________________________
(1) Principal amount of loans subject to delinquent principal or interest is defined as loans in (a) maturity default or (b) receipt of interest outstanding for more than 90 days.
(2) On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors would cease to be published or no longer be representative. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. The benchmark index of LIBOR interest rate will convert from LIBOR to compounded SOFR, plus a benchmark adjustment of 11.448 basis points. As of December 31, 2023, all of our commercial mortgage loans, held for investment which had been indexed at LIBOR were converted to SOFR utilizing the 11.448 basis points adjustment and the applicable spreads remain unchanged. The loans which have the SOFR adjustment are indicated with "Adj. 1M SOFR Term." Effective yield is calculated as the spread of the loan plus the higher of any applicable index or index floor.
(3) The estimated aggregate cost for U.S. federal income tax purposes is approximately $5.0 billion.
For the activity within the Company's loan portfolio during the years ended December 31, 2023 and 2022, refer to Note 3 - Commercial Mortgage Loans on the consolidated financials of Form 10-K.