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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20232024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-38377
BRIGHTSPIRE CAPITAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland38-4046290
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
590 Madison Avenue, 33rd Floor
New York, NY 10022
(Address of Principal Executive Offices, Including Zip Code)
(212) 547-2631
(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.01 per shareBRSPNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    No   
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes    No   
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No  
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
As of May 2, 2023,April 30, 2024, BrightSpire Capital, Inc. had 129,946,184130,636,498 shares of Class A common stock, par value $0.01 per share, outstanding.


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BRIGHTSPIRE CAPITAL, INC.
FORM 10-Q
TABLE OF CONTENTS
IndexPage












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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement.
Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the adverse effect of the ongoing coronavirus, or COVID-19, pandemic on the financial condition, results of operations, cash flows and performance of the Company, its borrowers and tenants, the real estate market and the global economy and financial markets. The extent to which the COVID-19 pandemic impacts us, our borrowers and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including, among others, the scope and severity of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures.
Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements:
operating costs and business disruption may be greater than expected;
the impactimpacts of the ongoing COVID-19 pandemic, such as changes in consumer behavior and corporate policies that have affected the use of and demand for traditional retail, hotel and office space, has had and may have a material adverse effect on our business, results of operations and financial condition;space;
we depend on borrowers and tenants for a substantial portion of our revenue and, accordingly, our revenue and our ability to make distributions to stockholders will be dependent upon the success and economic viability of such borrowers and tenants;
risinghigh interest rates may adversely impact the value of our variable-rate investments, resultresulting in higher interest expense, materially impacting our borrowers’ ability to refinance existing loans, and increating disruptions to our borrowers’ and tenants’ ability to finance their activities, on whom we depend for a substantial portion of our revenue;
lower interest rates may materially impact earnings as a result of generating less income on our loans and our ability to redeploy funds in a timely manner or to supplement earnings loss;
deterioration in the performance of the properties securing our investments (including depletion of interest and other reserves or payment-in-kind concessions in lieu of current interest payment obligations, population shifts and migration, or reduced demand for office, multifamily, hospitality or retail space) may cause deterioration in the performance of our investments and, potentially, principal losses to us;
the fair value of our investments may be subject to uncertainties including impacts associated with accelerating inflationary trends, recent and potential further interest rate increases, the volatility ofinflation, high interest rates and, credit spreads and the transition from LIBOR to SOFR, and increased market volatility affecting commercial real estate businesses and public securities;
our use of leverage and interest rate mismatches between our assets and borrowings could hinder our ability to make distributions and may significantly impact our liquidity position;
the ability to realize expected returns on equity and/or yields on investments;
adverse impacts on our corporate revolver, including covenant compliance and borrowing base capacity;
adverse impacts on our liquidity, including available capacity under and margin calls on master repurchase facilities, debt service or lease payment defaults or deferrals, demands for protective advances and capital expenditures;
our real estate investments are relatively 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;
the timing of and ability to deploy available capital;
we have notour lack of an established a minimum distribution payment level, and whether we cannot assure you of our abilitycan continue to pay distributions in the future;
the timing of and ability to complete repurchases of our common stock;
we are subject tothe risks associated with obtaining mortgage financing on our real estate, which could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to stockholders; and
the impact of legislative, regulatory, tax and competitive changes, regime changes and the actions of governmental authorities, and in particular those affecting the commercial real estate finance and mortgage industry or our business; and
the impactongoing impacts of increasingglobal geopolitical uncertainty and unforeseen public health crises such as the COVID-19 pandemic on the real estate market.



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The foregoing list of factors is not exhaustive, and many of these risks are heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. We urge you to carefully review the disclosures we make concerning risks in the sections entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022,2023, “Risk Factors” in this Form 10-Q for the quarter ended March 31, 20232024 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein.
We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. The Company is under no duty to update any of these forward-looking


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statements after the date of this Quarterly Report on Form 10-Q, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so.



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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED BALANCE SHEETS
(in Thousands, Except Share and Per Share Data)
March 31, 2023 (Unaudited)December 31, 2022
March 31, 2024 (Unaudited)March 31, 2024 (Unaudited)December 31, 2023
AssetsAssets
Cash and cash equivalentsCash and cash equivalents$313,520 $306,320 
Cash and cash equivalents
Cash and cash equivalents
Restricted cashRestricted cash80,023 92,508 
Loans and preferred equity held for investment3,494,895 3,574,989 
Loans held for investment
Current expected credit loss reserveCurrent expected credit loss reserve(145,836)(106,247)
Loans and preferred equity held for investment, net3,349,059 3,468,742 
Loans held for investment, net
Real estate, net
Real estate, net
Real estate, netReal estate, net714,725 732,468 
Receivables, netReceivables, net42,980 40,698 
Deferred leasing costs and intangible assets, netDeferred leasing costs and intangible assets, net51,130 53,980 
Other assets ($2,790 and $3,035 at fair value, respectively)52,576 55,673 
Assets held for sale
Other assets
Total assetsTotal assets$4,604,013 $4,750,389 
Total assets
Total assets
LiabilitiesLiabilities
Securitization bonds payable, net
Securitization bonds payable, net
Securitization bonds payable, netSecuritization bonds payable, net$1,132,692 $1,167,600 
Mortgage and other notes payable, netMortgage and other notes payable, net644,512 656,468 
Credit facilitiesCredit facilities1,292,176 1,339,993 
Accrued and other liabilitiesAccrued and other liabilities84,256 87,633 
Accrued and other liabilities
Accrued and other liabilities
Intangible liabilities, netIntangible liabilities, net4,494 4,839 
Escrow deposits payable
Escrow deposits payable
Escrow deposits payableEscrow deposits payable65,323 79,055 
Dividends payableDividends payable25,989 25,777 
Total liabilitiesTotal liabilities3,249,442 3,361,365 
Commitments and contingencies (Note 15)
Total liabilities
Total liabilities
Commitments and contingencies (Note 14)Commitments and contingencies (Note 14)
EquityEquity
Stockholders’ equityStockholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively— — 
Stockholders’ equity
Stockholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Common stock, $0.01 par value per shareCommon stock, $0.01 par value per share
Class A, 950,000,000 shares authorized, 129,946,184 and 128,872,471 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively1,299 1,289 
Class A, 950,000,000 shares authorized, 130,636,498 and 129,985,107 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Class A, 950,000,000 shares authorized, 130,636,498 and 129,985,107 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Class A, 950,000,000 shares authorized, 130,636,498 and 129,985,107 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Additional paid-in capitalAdditional paid-in capital2,853,123 2,853,723 
Accumulated deficitAccumulated deficit(1,496,865)(1,466,568)
Accumulated other comprehensive income (loss)(4,139)(676)
Accumulated other comprehensive loss
Total stockholders’ equityTotal stockholders’ equity1,353,418 1,387,768 
Noncontrolling interests in investment entitiesNoncontrolling interests in investment entities1,153 1,256 
Total equityTotal equity1,354,571 1,389,024 
Total liabilities and equityTotal liabilities and equity$4,604,013 $4,750,389 


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











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BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED BALANCE SHEETS
(in Thousands)
The following table presents assets and liabilities of securitization trustsvehicles and certain real estate properties that have noncontrolling interests as variable interest entities for which the Company is determined to be the primary beneficiary.
March 31, 2023 (Unaudited)December 31, 2022
March 31, 2024 (Unaudited)March 31, 2024 (Unaudited)December 31, 2023
AssetsAssets
Cash and cash equivalentsCash and cash equivalents$5,199 $5,163 
Cash and cash equivalents
Cash and cash equivalents
Restricted cashRestricted cash6,759 7,831 
Loans and preferred equity held for investment, net1,372,099 1,444,398 
Loans held for investment, net
Real estate, netReal estate, net166,179 167,821 
Receivables, netReceivables, net12,716 11,869 
Deferred leasing costs and intangible assets, netDeferred leasing costs and intangible assets, net9,921 10,956 
Other assetsOther assets21,697 21,977 
Other assets
Other assets
Total assetsTotal assets$1,594,570 $1,670,015 
Total assets
Total assets
LiabilitiesLiabilities
Securitization bonds payable, net
Securitization bonds payable, net
Securitization bonds payable, netSecuritization bonds payable, net$1,132,692 $1,167,600 
Mortgage and other notes payable, netMortgage and other notes payable, net173,265 173,960 
Accrued and other liabilitiesAccrued and other liabilities5,946 5,026 
Accrued and other liabilities
Accrued and other liabilities
Intangible liabilities, netIntangible liabilities, net4,494 4,839 
Escrow deposits payableEscrow deposits payable220 2,366 
Escrow deposits payable
Escrow deposits payable
Total liabilitiesTotal liabilities$1,316,617 $1,353,791 
Total liabilities
Total liabilities


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























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BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
Net interest income
Net interest income
Net interest income
Interest income
Interest income
Interest income
Interest expense
Interest expense
Interest expense
Three Months Ended March 31,
20232022
Net interest incomeNet interest income
Interest income$75,616 $44,570 
Interest expense(42,662)(16,072)
Interest income on mortgage loans held in securitization trusts— 9,375 
Interest expense on mortgage obligations issued by securitization trusts— (8,488)
Net interest income
Net interest incomeNet interest income32,954 29,385 
Property and other incomeProperty and other income
Property and other income
Property and other income
Property operating income
Property operating income
Property operating incomeProperty operating income22,551 24,168 
Other incomeOther income3,056 276 
Other income
Other income
Total property and other income
Total property and other income
Total property and other incomeTotal property and other income25,607 24,444 
ExpensesExpenses
Expenses
Expenses
Property operating expense
Property operating expense
Property operating expenseProperty operating expense5,852 6,724 
Transaction, investment and servicing expenseTransaction, investment and servicing expense835 1,124 
Transaction, investment and servicing expense
Transaction, investment and servicing expense
Interest expense on real estate
Interest expense on real estate
Interest expense on real estateInterest expense on real estate5,509 7,556 
Depreciation and amortizationDepreciation and amortization7,996 8,594 
Increase (decrease) of current expected credit loss reserve39,613 (866)
Depreciation and amortization
Depreciation and amortization
Increase of current expected credit loss reserve
Increase of current expected credit loss reserve
Increase of current expected credit loss reserve
Compensation and benefits (including $2,295 and $1,880 of equity-based compensation expense, respectively)8,805 8,225 
Compensation and benefits (including $2,170 and $2,295 of equity-based compensation expense, respectively)
Compensation and benefits (including $2,170 and $2,295 of equity-based compensation expense, respectively)
Compensation and benefits (including $2,170 and $2,295 of equity-based compensation expense, respectively)
Operating expenseOperating expense3,473 4,349 
Operating expense
Operating expense
Total expenses
Total expenses
Total expensesTotal expenses72,083 35,706 
Other incomeOther income
Other income
Other income
Other gain, netOther gain, net655 10,288 
Income (loss) before equity in earnings of unconsolidated ventures and income taxes(12,867)28,411 
Equity in earnings of unconsolidated ventures9,055 25 
Other gain, net
Other gain, net
Loss before equity in earnings of unconsolidated ventures and income taxes
Loss before equity in earnings of unconsolidated ventures and income taxes
Loss before equity in earnings of unconsolidated ventures and income taxes
Equity in earnings (loss) of unconsolidated ventures
Equity in earnings (loss) of unconsolidated ventures
Equity in earnings (loss) of unconsolidated ventures
Income tax expenseIncome tax expense(390)(36)
Net income (loss)(4,202)28,400 
Net (income) loss attributable to noncontrolling interests:
Income tax expense
Income tax expense
Net loss
Net loss
Net loss
Net loss attributable to noncontrolling interests:
Net loss attributable to noncontrolling interests:
Net loss attributable to noncontrolling interests:
Investment entitiesInvestment entities75 (22)
Operating Partnership— (654)
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$(4,127)$27,724 
Investment entities
Investment entities
Net income (loss) per common share - basic (Note 17)
$(0.03)$0.21 
Net income (loss) per common share - diluted (Note 17)
$(0.03)$0.21 
Net loss attributable to BrightSpire Capital, Inc. common stockholders
Weighted average shares of common stock outstanding - basic (Note 17)
126,665 128,758 
Weighted average shares of common stock outstanding - diluted (Note 17)
126,665 129,745 
Net loss attributable to BrightSpire Capital, Inc. common stockholders
Net loss attributable to BrightSpire Capital, Inc. common stockholders
Net loss per common share - basic (Note 16)
Net loss per common share - basic (Note 16)
Net loss per common share - basic (Note 16)
Net loss per common share - diluted (Note 16)
Net loss per common share - diluted (Note 16)
Net loss per common share - diluted (Note 16)
Weighted average shares of common stock outstanding - basic (Note 16)
Weighted average shares of common stock outstanding - basic (Note 16)
Weighted average shares of common stock outstanding - basic (Note 16)
Weighted average shares of common stock outstanding - diluted (Note 16)
Weighted average shares of common stock outstanding - diluted (Note 16)
Weighted average shares of common stock outstanding - diluted (Note 16)
The accompanying notes are an integral part of these consolidated financial statements.



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BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)LOSS
(in Thousands)
(Unaudited)
Three Months Ended March 31,
20232022
Net income (loss)$(4,202)$28,400 
Other comprehensive income (loss)
Foreign currency translation gain (loss)(3,463)676 
Total other comprehensive income (loss)(3,463)676 
Comprehensive income (loss)(7,665)29,076 
Comprehensive (income) loss attributable to noncontrolling interests:
Investment entities75 (22)
Operating Partnership— (670)
Comprehensive income (loss) attributable to common stockholders$(7,590)$28,384 























Three Months Ended March 31,
20242023
Net loss$(57,107)$(4,202)
Other comprehensive loss
Foreign currency translation loss(3,594)(3,463)
Total other comprehensive loss(3,594)(3,463)
Comprehensive loss(60,701)(7,665)
Comprehensive loss attributable to noncontrolling interests:
Investment entities75 
Comprehensive loss attributable to common stockholders$(60,697)$(7,590)


The accompanying notes are an integral part of these consolidated financial statements.
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BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(in Thousands)
(Unaudited)

Common Stock
Common Stock
Common StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal Stockholders’ EquityNoncontrolling Interests in Investment EntitiesTotal Equity
Class A
Shares
Shares
Shares
Balance as of December 31, 2022
Balance as of December 31, 2022
Balance as of December 31, 2022
Distributions
Issuance and amortization of equity-based compensation
Other comprehensive loss
Dividends and distributions declared ($0.20 per share)
Shares canceled for tax withholding on vested stock awards
Net loss
Balance as of March 31, 2023
Balance as of December 31, 2023
Balance as of December 31, 2023
Balance as of December 31, 2023
Issuance and amortization of equity-based compensation
Issuance and amortization of equity-based compensation
Issuance and amortization of equity-based compensation
Other comprehensive loss
Dividends and distributions declared ($0.20 per share)
Shares canceled for tax withholding on vested stock awards
Net loss
Balance as of March 31, 2024
Common StockAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Accumulated Other Comprehensive IncomeTotal Stockholders’ EquityNoncontrolling Interests in Investment EntitiesNoncontrolling Interest in the Operating PartnershipTotal Equity
Class A
SharesAmount
Balance as of December 31, 2021129,769 $1,298 $2,855,766 $(1,410,562)$8,786 $1,455,288 $1,472 $34,555 $1,491,315 
Distributions— — — — — — (110)— (110)
Issuance and amortization of equity-based compensation— — 1,880 — — 1,880 — — 1,880 
Other comprehensive income— — — — 660 660 — 16 676 
Dividends and distributions declared ($0.19 per share)— — — (24,657)— (24,657)— (584)(25,241)
Shares canceled for tax withholding on vested stock awards(136)(2)(998)— — (1,000)— — (1,000)
Reallocation of equity— — (13)— — (13)— 13 — 
Net income— — — 27,724 — 27,724 22 654 28,400 
Balance as of March 31, 2022129,633 $1,296 $2,856,635 $(1,407,495)$9,446 $1,459,882 $1,384 $34,654 $1,495,920 
Balance as of December 31, 2022128,872 $1,289 $2,853,723 $(1,466,568)$(676)$1,387,768 $1,256 $— $1,389,024 
Distributions— — — — — — (28)— (28)
Issuance and amortization of equity-based compensation1,527 15 2,280 — — 2,295 — — 2,295 
Other comprehensive loss— — — — (3,463)(3,463)— — (3,463)
Dividends and distributions declared ($0.20 per share)— — — (26,170)— (26,170)— — (26,170)
Shares canceled for tax withholding on vested stock awards(453)(5)(2,880)— — (2,885)— — (2,885)
Net loss— — — (4,127)— (4,127)(75)— (4,202)
Balance as of March 31, 2023129,946 $1,299 $2,853,123 $(1,496,865)$(4,139)$1,353,418 $1,153 $— $1,354,571 


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












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BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
(Unaudited)
Three Months Ended March 31,
20232022
Cash flows from operating activities:
Net income (loss)$(4,202)$28,400 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (earnings) losses of unconsolidated ventures— (25)
Depreciation and amortization7,996 8,594 
Straight-line rental income(467)(391)
Amortization of above/below market lease values, net(140)(42)
Amortization of premium/accretion of discount and fees on investments and borrowings, net(3,038)(2,999)
Amortization of deferred financing costs2,957 2,327 
Amortization of right-of-use lease assets and operating lease liabilities53 99 
Paid-in-kind interest added to loan principal, net of interest received(1,848)2,719 
Realized gain on sale of real estate— (10,632)
Increase (decrease) of current expected credit loss reserve39,613 (866)
Amortization of equity-based compensation2,295 1,880 
Mortgage notes above/below market value amortization(1,324)53 
Deferred income tax (benefit) expense159 (500)
Other (gain) loss, net(547)269 
Changes in assets and liabilities:
Receivables, net(1,835)2,010 
Deferred costs and other assets770 472 
Other liabilities(769)989 
Net cash provided by operating activities39,673 32,357 
Cash flows from investing activities:
Acquisition, origination and funding of loans held for investment, net(16,388)(498,195)
Repayment on loans held for investment101,368 215,305 
Proceeds from sale of real estate— 55,600 
Acquisition of and additions to real estate, related intangibles and leasing commissions(1,870)(1,468)
Distributions in excess of cumulative earnings from unconsolidated ventures245 (4)
Repayment of principal in mortgage loans held in securitization trusts— 13,300 
Change in escrow deposits payable(13,733)(3,340)
Net cash provided by (used in) investing activities69,622 (218,802)
Cash flows from financing activities:
Distributions paid on common stock(25,963)(23,934)
Shares canceled for tax withholding on vested stock awards(2,885)(998)
Repayment of mortgage notes(1,358)(43,303)
Borrowings from credit facilities110,324 383,334 
Repayment of credit facilities(158,216)(88,667)
Repayment of securitization bonds(36,171)(40,736)
Repayment of mortgage obligations issued by securitization trusts— (13,300)
Payment of deferred financing costs(126)(2,338)
Distributions to noncontrolling interests(28)(110)
Issuance of common stock15 — 
Net cash provided by (used in) financing activities(114,408)169,948 
Effect of exchange rates on cash, cash equivalents and restricted cash(172)496 
Net decrease in cash, cash equivalents and restricted cash(5,285)(16,001)
Cash, cash equivalents and restricted cash - beginning of period398,828 346,563 
Cash, cash equivalents and restricted cash - end of period$393,543 $330,562 














Three Months Ended March 31,
20242023
Cash flows from operating activities:
Net loss$(57,107)$(4,202)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization10,390 7,996 
Straight-line rental income(612)(467)
Amortization of above (below) market lease values, net112 (140)
Amortization of premium/accretion of discount and fees on investments and borrowings, net(2,104)(3,038)
Amortization of deferred financing costs2,545 2,957 
Amortization of right-of-use lease assets and operating lease liabilities101 53 
Paid-in-kind interest added to loan principal, net of interest received(572)(1,848)
Increase of current expected credit loss reserve74,411 39,613 
Amortization of equity-based compensation2,158 2,295 
Mortgage notes (above) below market value amortization(1,324)
Deferred income tax (benefit) expense(137)159 
Other gain, net— (547)
Changes in assets and liabilities:
Receivables, net1,133 (1,835)
Deferred costs and other assets984 770 
Other liabilities(6,727)(769)
Net cash provided by operating activities24,577 39,673 
Cash flows from investing activities:
Acquisition, origination and funding of loans held for investment, net(15,171)(16,388)
Repayment on loans held for investment116,790 101,368 
Acquisition of and additions to real estate and related intangibles(2,368)(1,870)
Distributions in excess of cumulative earnings from unconsolidated ventures— 245 
Change in escrow deposits payable(19,825)(13,733)
Net cash provided by investing activities79,426 69,622 
Cash flows from financing activities:
Distributions paid on common stock(25,995)(25,963)
Shares canceled for tax withholding on vested stock awards(3,975)(2,885)
Repayment of mortgage notes(1,404)(1,358)
Borrowings from credit facilities11,840 110,324 
Repayment of credit facilities(133,082)(158,216)
Repayment of securitization bonds(6,734)(36,171)
Payment of deferred financing costs(75)(126)
Distributions to noncontrolling interests— (28)
Issuance of common stock12 15 
Net cash used in financing activities(159,413)(114,408)
Effect of exchange rates on cash, cash equivalents and restricted cash(439)(172)
Net decrease in cash, cash equivalents and restricted cash(55,849)(5,285)
Cash, cash equivalents and restricted cash - beginning of period362,089 398,828 
Cash, cash equivalents and restricted cash - end of period$306,240 $393,543 



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

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BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in Thousands)
(Unaudited)
Three Months Ended March 31,
20232022
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets
Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets
Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheetsReconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets
Beginning of the periodBeginning of the period
Beginning of the period
Beginning of the period
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalentsCash and cash equivalents$306,320 $259,722 
Restricted cashRestricted cash92,508 86,841 
Restricted cash
Restricted cash
Total cash, cash equivalents and restricted cash, beginning of period
Total cash, cash equivalents and restricted cash, beginning of period
Total cash, cash equivalents and restricted cash, beginning of periodTotal cash, cash equivalents and restricted cash, beginning of period$398,828 $346,563 
End of the periodEnd of the period
End of the period
End of the period
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalentsCash and cash equivalents$313,520 $246,070 
Restricted cashRestricted cash80,023 84,492 
Restricted cash
Restricted cash
Total cash, cash equivalents and restricted cash, end of periodTotal cash, cash equivalents and restricted cash, end of period$393,543 $330,562 
Total cash, cash equivalents and restricted cash, end of period
Total cash, cash equivalents and restricted cash, end of period

Three Months Ended March 31,
20232022
Supplemental disclosure of non-cash investing and financing activities:
Accrual of distribution payable$25,989 $25,525 
Right-of-use lease assets and operating lease liabilities— 3,271 
























Three Months Ended March 31,
20242023
Supplemental disclosure of non-cash investing and financing activities:
Accrual of distribution payable$26,026 $25,989 
Right-of-use lease assets and operating lease liabilities4,454 — 


The accompanying notes are an integral part of these consolidated financial statements.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Business and Organization
BrightSpire Capital, Inc. (the “Company”) is a commercial real estate (“CRE”) credit real estate investment trust (“REIT”) focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which the Company expects to be its primary investment strategy. Additionally, the Company may selectively originate mezzanine loans and make preferred equity investments, which may include profit participations. The mezzanine loans and preferred equity investments may be in conjunction with the Company’s origination of corresponding first mortgages on the same properties. Net leased properties consist of CRE properties with long-term leases to tenants on a net-lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance capital expenditures and real estate taxes. The Company will continue to target net leased equity investments on a selective basis.
The Company was organized in the state of Maryland on August 23, 2017 and maintains key offices in New York, New York and Los Angeles, California. The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with the taxable year ended December 31, 2018. The Company conducts all activities and holds substantially all assets and liabilities through the Company’s operating subsidiary, BrightSpire Capital Operating Company, LLC (the “OP”).
Trends Affecting the Business
TheAlthough global markets are currently characterized by volatility, driven by a tighteningshowed signs of monetary policystabilization and inflationary pressure may be moderating due to increased interest rates through the fourth quarter of 2023, CRE value uncertainties, aftershock of COVID-19 and geopolitical uncertainty, coupled withunrest continue to contribute to market volatility. Generationally high interest rates have continued to negatively impact transaction activity in the ongoing impacts of COVID-19. In response to heightened inflation,real estate market and correspondingly the loan financing and refinancing opportunities. While the Federal Reserve continuesis expected to raisebegin lowering interest rates which has temperedin 2024, current expectations have shifted to anticipating fewer interest rate cuts during the loan financing marketyear than originally anticipated and created further uncertainty forthat such interest rate cuts may not occur until later in the economy and for the Company’s borrowers and tenants.year than originally anticipated. To the extent certain of the Company’s borrowers are experiencing significant financial dislocation as a result of economic conditions, or the ongoing effects of COVID-19, the Company has and may continue to consider the use of interest and other reserves and/or replenishment obligations of the borrower and/or guarantors to meet current interest payment obligations for a limited period. Additionally, theThe market for office properties was particularly negatively impacted by the COVID-19 pandemic and remains distressed, with high overall vacancy rates duecontinues to experience headwinds driven by the normalization of work from home and hybrid work arrangements and elevated costs to operate or reconfigure office properties. These factors have largely resulted in lower demand for office space and driven rising vacancy rates. Given the hybrid attendance models.uncertainty in the office market, there is risk of future valuation impairment or investment loss on the Company’s loans secured by office properties. Similarly, these trends may impact the Company’s ability to manage debt covenant tests, maturity dates and/or seek suitable refinancing opportunities on certain of the Company’s office property equity investments, which may adversely impact valuation assessments and cash flow generated by such investments.
As a result of fewer employees commuting to their offices, businesses are re-evaluating their need for physical office space. These currentWhile macroeconomic conditions may continue or intensify and could cause the United States economy or other global economies to experience an economic slowdown or recession. Whilebe challenged, the Company monitors macroeconomiccannot predict whether they will in fact improve or even intensify. Due to the inherent uncertainty of these conditions, closely, there are too many uncertaintiestheir impact on the Company’s business is difficult to predict and quantify the full impact that these factors may have on its business.quantify.
2. Summary of Significant Accounting Policies
The significant accounting policies of the Company are described below. The accounting policies of the Company’s unconsolidated ventures are substantially similar to those of the Company.
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2023,2024, or any other future period. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in, or presented as exhibits to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
The accompanying2023, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have not been eliminated. The portions of equity, net income and other comprehensive income of consolidated subsidiaries that are not attributable to the parent are presented separately as amounts attributable to noncontrolling interestsincluded in the consolidated financial statements.this interim report.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. The portions of the equity, net income and other comprehensive income of consolidated subsidiaries that are not attributable to the parent are presented separately as amounts attributable to noncontrolling interests in the consolidated financial statements.
The Company consolidates entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity (“VIE”) for which the Company is deemed to be the primary beneficiary, or if the Company has the power to control an entity through a majority of voting interest or through other arrangements.
Variable Interest Entities
Variable Interest Entities—A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; (ii) whose equity holders lack the characteristics of a controlling financial interest; or (iii) is established with non-substantive voting rights. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE.
During the first quarter of 2024, the Company modified an Arlington, Texas multifamily loan agreement which resulted in a reconsideration event under ASC 810, Consolidation. As part of the terms of the modified loan agreement, the borrower is required to deposit into a Company controlled reserve account by June 2024, an amount sufficient to purchase an interest rate cap, reimburse the Company for any advances made under the loan and cover property level expenses and shortfalls up to $5.4 million. If the borrower does not fund such deposit by June 2024, the Company has discretion to fund such amounts on behalf of the borrower through a preferred equity investment in the parent of the borrower, in the amounts up to $6.0 million. If the Company elects to fund any amount, it may also elect to trigger control rights over the underlying collateral. The Company also considers interests held byconcluded that as a result of the loan modification, its related parties, including de facto agents. The Company assesses whether itinvestment in the Arlington, Texas multifamily loan is a memberVIE. As of a related party group that collectively meets the power and benefits criteria and, if so, whetherMarch 31, 2024, the Company is most closely associated withnot the VIE. In performing the related party analysis,primary beneficiary of this VIE, as the Company considers both qualitative and quantitative factors, including, butdoes not limited to:have the amount and characteristics of its investment relative to the related party; the Company’s and the related party’s ability to control the most significant activities of the Arlington, Texas multifamily loan’s economic performance nor the obligation to absorb losses or significantly influence key decisionsright to receive benefits of the VIE including consideration of involvement by de facto agents; the obligation or likelihood for the Company or the related partythat could be significant to fund operating losses of the VIE; and the similarity and significance of the VIE’s business activities to those of the Company and the related party. The determination of whether an entity is a VIE, and whether the Company is the primary beneficiary, may involve significant judgment, including the determination of which activities most significantly affect the entities’ performance, and estimates about the current and future fair values and performance of assets held by the VIE.
Voting Interest Entities—Unlike VIEs, voting interest entities have sufficient equity to finance their activities and equity investors exhibit the characteristics of a controlling financial interest through their voting rights. The Company consolidates such entities when it has the power to control these entities through ownership of a majority of the entities’ voting interests or through other arrangements.
At each reporting period, the Company reassesses whether changes in facts and circumstances cause a change in the status of an entity as a VIE or voting interest entity, and/or a change in the Company’s consolidation assessment.
Changes in consolidation status are applied prospectively. An entity may be consolidated as a result of this reassessment, in which case, the assets, liabilities and noncontrolling interest in the entity are recorded at fair value upon initial consolidation. Any existing equity interest held by the Company in the entity prior to the Company obtaining control will be remeasured at fair value, which may result in a gain or loss recognized upon initial consolidation. However, if the consolidation represents an asset acquisition of a voting interest entity, the Company’s existing interest in the acquired assets, if any, is not remeasured to fair value but continues to be carried at historical cost. The Company may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of deconsolidated assets and liabilities compared to the fair value of any interests retained.
As of March 31, 20232024 and December 31, 2022,2023, the Company hadhas identified certain consolidated VIEs. As of December 31, 2022, the Company had identified certain unconsolidated VIEs. Assets of each of the VIEs, other than the OP, may only be used to settle obligations of the respective VIE. Creditors of each of the VIEs have no recourse to the general credit of the Company.
Consolidated VIEs
Consolidated VIEs include the Investing VIEs (as defined and discussed below) and certain operating real estate properties that have noncontrolling interests. At March 31, 20232024 and December 31, 2022,2023, the noncontrolling interests in the operating real
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
estate properties represent third party joint venture partners with ownership ranging from 5.0% to 11.0%. These noncontrolling interests do not have substantive kick-out nor participating rights.




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Investing VIEs
The Company’s previous investments in securitization financing entities (“Investing VIEs”) included subordinate first-loss tranches of securitization trusts, which represented interests in such VIEs. As of March 31, 2024 and December 31, 2023, the Company did not hold any tranches of any securitization trusts. Duringtrusts, with the three months ended December 31, 2022, the Company sold its remaining subordinate tranches of a securitization trust in one Investing VIE for which it had determined it was the primary beneficiary because it had the power to direct the activities that most significantly impacted the economic performance of the securitization trust. The Company’s subordinate tranches of the securitization trust, which represented the retained interest and related interest income, were eliminated in consolidation. As a result, all of the assets, liabilities (obligations to the certificate holders of the securitization trust, less the Company’s retained interest from the subordinate tranches of the securitization trust), income and expenses of the Investing VIE were presented in the consolidated financial statements of the Company although the Company legally owned the subordinate tranches of the securitization trust only. Regardless of the presentation, the Company’s consolidated financial statements of operations ultimately reflect the net income attributable to its retained interest in the subordinate tranches of the securitization trust.
The Company elected the fair value option for the initial recognition of the assets and liabilitiesexception of its consolidated Investing VIE. Interest income and interest expense associated with the Investing VIE are presented separately on the consolidated statements of operations, and the assets and liabilities of the Investing VIE are separately presented as “Mortgage loans held in securitization trusts, at fair value” and “Mortgage obligations issued by securitization trusts, at fair value,” respectively, on the consolidated balance sheets.bonds payable, net. Refer to Note 13, “Fair Value” for further discussion.
The Company has adopted guidance issued by the Financial Accounting Standards Board (“FASB”), allowing the Company to measure both the financial assets and liabilities of a qualifying collateralized financing entity (“CFE”), such as its Investing VIE, using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. A CFE is a VIE that holds financial assets, issues beneficial interests in those assets and has no more than nominal equity, and the beneficial interests have contractual recourse only to the related assets of the CFE. As the liabilities of the Company’s Investing VIE are marketable securities with observable trade data, their fair value is more observable and is referenced to determine fair value of the assets of its Investing VIE. Refer to Note 13, “Fair Value”7, “Debt” for further discussion.
Unconsolidated VIEs
As of March 31, 2024 and December 31, 2023, the Company did not hold, and had no remaining obligations to, any unconsolidated VIEs. As of December 31, 2022, the Company held one investment which had no carrying value in an unconsolidated VIE to which the Company did not provide financial support during the year ended December 31, 2022.
The maximum exposure to loss of investments in unconsolidated ventures was determined as the carrying value plus any future funding commitments.
Noncontrolling Interests
Noncontrolling Interests in Investment Entities—This represents interests in consolidated investment entities held by third party joint venture partners.
Allocation of net income or loss is generally based upon relative ownership interests held by equity owners in each investment entity, or based upon contractual arrangements that may provide for disproportionate allocation of economic returns among equity interests, including using a hypothetical liquidation at book value (“HLBV”) basis, where applicable and substantive. HLBV uses a balance sheet approach, which measures each party’s capital account at the end of a period assuming that the subsidiary was liquidated or sold at book value. Each party’s share of the subsidiary’s earnings or loss is calculated by measuring the change in the party’s capital account from the beginning of the period in question to the end of period, adjusting for effects of distributions and new investments.
Noncontrolling Interests in the Operating Partnership—Prior to the May 2022 redemption of the noncontrolling interests in the OP held by third parties, noncontrolling interests in the OP were allocated a share of net income or loss in the OP based on their weighted average ownership interest in the OP during the period. Noncontrolling interests in the OP had the right to require the OP to redeem part or all of the membership units in the OP for cash based on the market value of an equivalent number of shares of Class A common stock at the time of redemption, or at the Company’s election as managing member of the OP, through the issuance of shares of Class A common stock on a one-for-one basis. At the end of each reporting period,
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
noncontrolling interests in the OP were adjusted to reflect their ownership percentage in the OP at the end of the period, through a reallocation between controlling and noncontrolling interests in the OP, as applicable.
There are no noncontrolling interests in the OP and the OP is owned by the Company directly, and indirectly through the Company’s subsidiary, BRSP-T Partner, LLC.
Comprehensive Income (Loss)
The Company reports consolidated comprehensive income (loss) in separate statements following the consolidated statements of operations. Comprehensive income (loss) is defined as the change in equity resulting from net income (loss) and other comprehensive income (“OCI”). The components of OCI include unrealized gain (loss) on CRE debt securities available for sale for which the fair value option was not elected, gain (loss) on derivative instruments used in the Company’s risk management activities used for economic hedging purposes (“designated hedges”), and gain (loss) on foreign currency translation.
Fair Value Measurement
Fair value is based on an exit price, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Where appropriate, the Company makes adjustments to estimated fair values to appropriately reflect counterparty credit risk as well as the Company’s own credit-worthiness.creditworthiness.
The estimated fair value of financial assets and financial liabilities are categorized into a three-tier hierarchy, prioritized based on the level of transparency in inputs used in the valuation techniques, as follows:
Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in non-active markets, or valuation techniques utilizing inputs that are derived principally from or corroborated by observable data directly or indirectly for substantially the full term of the financial instrument.
Level 3—At least one assumption or input is unobservable and it is significant to the fair value measurement, requiring significant management judgment or estimate.
Where the inputs used to measure the fair value of a financial instrument fall into different levels of the fair value hierarchy, the financial instrument is categorized within the hierarchy based on the lowest level of input that is significant to its fair value measurement.
Fair Value Option
The fair value option provides an option to elect fair value as an alternative measurement for selected financial instruments. Gains and losses on items for which the fair value option has been elected are reported in earnings. The fair value option may be elected only upon the occurrence of certain specified events, including when the Company enters into an eligible firm commitment, at initial recognition of the financial instrument, as well as upon a business combination or consolidation of a subsidiary. The election is irrevocable unless a new election event occurs.
The Company has elected the fair value option for its indirect interests in real estate through real estate private equity funds (“PE Investments”). The Company has previously elected the fair value option to account for the eligible financial assets and liabilities




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Table of its consolidated Investing VIEs in order to mitigate potential accounting mismatches between the carrying value of the instruments and the related assets and liabilities to be consolidated. The Company has adopted the measurement alternative allowing the Company to measure both the financial assets and financial liabilities of a qualifying CFE it consolidates using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable.Contents
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Business Combinations
Definition of a Business—The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. If not, for an acquisition to be considered a business, it would have to include an input and a substantive process that together significantly contribute to the ability to create outputs (i.e., there is a continuation of revenue before and after the transaction). A substantive process is not ancillary or minor, cannot be replaced without significant costs, effort or delay or is otherwise considered unique
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
or scarce. To qualify as a business without outputs, the acquired assets would require an organized workforce with the necessary skills, knowledge and experience that performs a substantive process.
Asset Acquisitions—For acquisitions that are not deemed to be businesses, the assets acquired are recognized based on their cost to the Company as the acquirer and no gain or loss is recognized. The cost of assets acquired in a group is allocated to individual assets within the group based on their relative fair values and does not give rise to goodwill. Transaction costs related to the acquisition of assets are included in the cost basis of the assets acquired. Such valuations require management to make significant estimates and assumptions.
Business Combinations—The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method. Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity, net of fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions.
Cash and Cash Equivalents
Short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents. The Company did not have any cash equivalents at March 31, 2023 or December 31, 2022. The Company’s cash is held with major financial institutions. Certain cash account balances exceed Federal Deposit Insurance Corporation insurance limits of $250,000 per account and as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. The Company monitors the financial stability of these financial institutions and may at times exceed federally insured limits.believes it is not exposed to any significant credit risk in cash and cash equivalents.
Restricted Cash
Restricted cash consists primarily of borrower escrow deposits, tenant escrow deposits and real estate capital expenditure reserves.
Loans and Preferred Equity Held for Investment
The Company originates and purchases loans and preferred equity held for investment. The accounting framework for loans and preferred equity held for investment depends on the Company’s strategy whether to hold or sell the loan or whether the loan was credit-impaired at the time of acquisition, or if the lending arrangement is an acquisition, development and construction loan.acquisition.
Loans and Preferred Equity Held for Investment
Loans and preferred equity that the Company has the intent and ability to hold for the foreseeable future are classified as held for investment. Originated loans and preferred equity are recorded at amortized cost, or outstanding unpaid principal balance plus exit fees less net deferred loan fees. Net deferred loan fees include unamortized origination and other fees charged to the borrower less direct incremental loan origination costs incurred by the Company. Purchased loans and preferred equity are recorded at amortized cost, or unpaid principal balance plus purchase premium or less unamortized discount. Costs to purchase loans and preferred equity are expensed as incurred.
Interest Income—Interest income is recognized based upon contractual interest rate and unpaid principal balance of the loans and preferred equity investments.loans. Net deferred loan fees on originated loans and preferred equity investments are deferred and amortized as adjustments to interest income over the expected life of the loans and preferred equity investments using the effective yield method. Premium or discount on purchased loans and preferred equity investments are amortized as adjustments to interest income over the expected life of the loans and preferred equity investments using the effective yield method. When a loan or preferred equity investment is prepaid, prepayment fees and any excess of proceeds over the carrying amount of the loan or preferred equity investment is recognized as additional interest income.
The Company has debt investments in its portfolio that contain a payment-in-kind (“PIK”) provision. Contractual PIK interest, which represents contractually deferred interest added to the loan balance that is due at the end of the loan term, is generally recorded on an accrual basis to the extent such amounts are expected to be collected. The Company will generally cease




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
accruing PIK interest if there is insufficient value to support the accrual or management does not expect the borrower to be able to pay all principal and interest due.
Nonaccrual—Accrual of interest income is suspended on nonaccrual loans and preferred equity investments.loans. Loans and preferred equity investments that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status. Interest receivable is reversed against interest income when loans and preferred equity investments are placed on nonaccrual status. Interest collected is
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
recognized on a cash basis by crediting income when received; or if ultimate collectability of loan and preferred equity principal is uncertain, interest collected is recognized using a cost recovery method by applying interest collected as a reduction to loan and preferred equity carrying value. Loans and preferred equity investments may be restored to accrual status when all principal and interest are current and full repayment of the remaining contractual principal and interest are reasonably assured.
Loans Held for Sale
Loans that the Company intends to sell or liquidate in the foreseeable future are classified as held for sale. Loans held for sale are carried at the lower of amortized cost or fair value less disposal cost, with valuation changes recognized as impairment loss. Loans held for sale are not subject to Current Expected Credit Losses (“CECL”) reserves. Net deferred loan origination fees and loan purchase premiums or discounts are deferred and capitalized as part of the carrying value of the held for sale loan until the loan is sold, therefore included in the periodic valuation adjustments based on lower of cost or fair value less disposal cost.
At March 31, 20232024 and December 31, 2022,2023, the Company had no loans classified as held for sale.
Acquisition, Development and Construction (“ADC”) Arrangements
The Company provides loans to third party developers for the acquisition, development and construction of real estate. Under an ADC arrangement, the Company participates in the expected residual profits of the project through the sale, refinancing or other use of the property. The Company evaluates the characteristics of each ADC arrangement, including its risks and rewards, to determine whether they are more similar to those associated with a loan or an investment in real estate. ADC arrangements with characteristics implying loan classification are presented as loans held for investment and result in the recognition of interest income. ADC arrangements with characteristics implying real estate joint ventures are presented as investments in unconsolidated joint ventures and are accounted for using the equity method. The classification of each ADC arrangement as either loan receivable or real estate joint venture involves significant judgment and relies on various factors, including market conditions, amount and timing of expected residual profits, credit enhancements in the form of guaranties, estimated fair value of the collateral, and significance of borrower equity in the project, among others. The classification of ADC arrangements is performed at inception, and periodically reassessed when significant changes occur in the circumstances or conditions described above.
At March 31, 2023 and December 31, 2022, the Company had no ADC arrangements.
Operating Real Estate
Real Estate Acquisitions—Real estate acquired in acquisitions that are deemed to be business combinations is recorded at the fair values of the acquired components at the time of acquisition, allocated among land, buildings, improvements, equipment and lease-related tangible and identifiable intangible assets and liabilities, including forgone leasing costs, in-place lease values and above- or below-market lease values and assumed debt, if any. Real estate acquired in acquisitions that are deemed to be asset acquisitions is recorded at the total value of consideration transferred, including transaction costs, and allocated to the acquired components based upon relative fair value. The estimated fair value of acquired land is derived from recent comparable sales of land and listings within the same local region based on available market data. The estimated fair value of acquired buildings and building improvements is derived from comparable sales, discounted cash flow analysis using market-based assumptions, or replacement cost, as appropriate. The fair value of site and tenant improvements is estimated based upon current market replacement costs and other relevant market rate information.
Real Estate Held for Investment
Real estate held for investment is carried at cost less accumulated depreciation.
Costs Capitalized or Expensed—Expenditures for ordinary repairs and maintenance are expensed as incurred, while expenditures for significant renovations that improve or extend the useful life of the asset are capitalized and depreciated over their estimated useful lives.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Depreciation—Real estate held for investment, other than land, is depreciated on a straight-line basis over the estimated useful lives of the assets, as follows:
Real Estate AssetsTerm
Building (fee interest)3330 to 47 years
Building leasehold interestsLesser of remaining term of the lease or remaining life of the building
Building improvementsLesser of the useful life or remaining life of the building
Land improvements1 to 15 years
Tenant improvementsLesser of the useful life or remaining term of the lease
Furniture, fixtures and equipment2 to 89 years
Impairment—The Company evaluates its real estate held for investment for impairment periodically or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company evaluates real estate for impairment generally on an individual property basis. If an impairment indicator exists, the Company evaluates the undiscounted future net cash flows that are expected to be generated by the property, including any estimated proceeds from the eventual disposition of the property. If multiple outcomes are under consideration, the Company may apply a probability-weighted approach to the impairment analysis. Another key consideration in this assessment is the Company’s assumptions




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
about the highest and best use of its real estate investments and its intent and ability to hold them for a reasonable period that would allow for the recovery of their carrying values. If such assumptions change and the Company shortens its expected hold period, this may result in the recognition of impairment losses. Based upon the analysis, if the carrying value of a property exceeds its undiscounted future net cash flows, an impairment loss is recognized for the excess of the carrying value of the property over the estimated fair value of the property. In evaluating and/or measuring impairment, the Company considers, among other things, current and estimated future cash flows associated with each property, market information for each sub-market, including, where applicable, competition levels, foreclosure levels, leasing trends, occupancy trends, lease or room rates, and the market prices of similar properties recently sold or currently being offered for sale, and other quantitative and qualitative factors. Another key consideration in this assessment is the Company’s assumptions about the highest and best use of its real estate investments and its intent and ability to hold them for a reasonable period that would allow for the recovery of their carrying values. If such assumptions change and the Company shortens its expected hold period, this may result in the recognition of impairment losses. See Note 5,4, “Real Estate, net and Real Estate Held for Sale” and Note 13,12, “Fair Value” for further detail.
Real Estate Held for Sale
Real estate is classified as held for sale in the period when (i) management approves a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, subject only to usual and customary terms, (iii) a program is initiated to locate a buyer and actively market the asset for sale at a reasonable price, and (iv) completion of the sale is probable within one year. Real estate held for sale is stated at the lower of its carrying amount or estimated fair value less disposal cost, with any write-down to fair value less disposal cost recorded as an impairment loss. For any increase in fair value less disposal cost subsequent to classification as held for sale, the impairment loss may be reversed, but only up to the amount of cumulative loss previously recognized. Depreciation is not recorded on assets classified as held for sale. At the time a sale is consummated, the excess, if any, of sale price less selling costs over carrying value of the real estate is recognized as a gain.
If circumstances arise that were previously considered unlikely and, as a result, the Company decides not to sell the real estate asset previously classified as held for sale, the real estate asset is reclassified as held for investment. Upon reclassification, the real estate asset is measured at the lower of (i) its carrying amount prior to classification as held for sale, adjusted for depreciation expense that would have been recognized had the real estate been continuously classified as held for investment, and (ii) its estimated fair value at the time the Company decides not to sell.
At March 31, 20232024 and December 31, 2022, there were no properties2023, the Company classified one property as held for sale. Refer to Note 4, “Real Estate, net and Real Estate Held for Sale” and Note 12, “Fair Value” for further detail.
Foreclosed Properties
The Company receives foreclosed properties in full or partial settlement of loans held for investment by taking legal title or physical possession of the properties. Foreclosed properties are generally recognized at the time the real estate is received at foreclosure sale or upon execution of a deed in lieu of foreclosure. Foreclosed properties are initially measured at fair value. If the fair value of the property is lower than the carrying value of the loan, the difference is recognized as current expected credit loss reserves and the cumulative reserve on the loan is charged off. The Company periodically evaluates foreclosed properties for subsequent decrease in fair value, which is recorded as an additional impairment loss. Fair value of foreclosed properties is generally based on a discounted cash flow, third party appraisals, broker price opinions, comparable sales or a combination thereof.
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(Unaudited)
Real Estate Securities
The Company classifies its CRE securities investments as available for sale on the acquisition date, which are carried at fair value. Unrealized gains (losses) are recorded as a component of accumulated OCI in the consolidated statements of equity. However, the Company has elected the fair value option for the assets and liabilities of its consolidated Investing VIEs, and as a result, any unrealized gains (losses) on the consolidated Investing VIEs are recorded in unrealized gain (loss) on mortgage loans and obligations held in securitization trusts, net in the consolidated statements of operations. During the year ended December 31, 2022, the Company sold its retained investments in the subordinate tranches of a securitization trust. In connection with the sale, the Company deconsolidated the securitization trust and recognized a realized gain. Refer to Note 4, “Real Estate Securities” for further discussion.
Impairment
CRE securities for which the fair value option is elected are not evaluated for impairment as any change in fair value is recorded in the consolidated statements of operations. Realized losses on such securities are reclassified to realized loss on mortgage loans and obligations held in securitization trust, net as losses occur.
CRE securities for which the fair value option is not elected are evaluated for impairment quarterly. Impairment of a security is considered when the fair value is below the amortized cost basis, which is then further analyzed when: (i) the holder has the intent to sell the impaired security; (ii) it is more likely than not the holder will be required to sell the security; or (iii) the holder does not expect to recover the entire amortized cost of the security. When a CRE security has been deemed impaired due to (i) or (ii) or (iii), the security is written down to its fair value and an impairment is recognized in the consolidated statements of operations. In all other situations, the unrealized loss is bifurcated into: (a) the amount related to expected credit losses; and (b) the amount related to other factors in excess of expected credit losses. The portion of impairment related to expected credit losses is recognized as an allowance for credit losses. The remaining impairment related to other factors is recognized as a component of accumulated OCI in the consolidated statements of equity. CRE securities which are not high-credit quality are considered to have an impairment if the security has an unrealized loss and there has been an adverse change in expected cash flow. The amount of impairment is then bifurcated as discussed above.
Investments in Unconsolidated Ventures
A noncontrolling, unconsolidated ownership interest in an entity may be accounted for using one of (i) equity method where applicable; (ii) fair value option if elected; (iii) fair value through earnings if fair value is readily determinable, including election of net asset value (“NAV”) practical expedient where applicable; or (iv) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable.
Fair value changes of equity method investments under the fair value option are recorded in earnings from investments in unconsolidated ventures. Fair value changes of other equity investments, including adjustments for observable price changes under the measurement alternative, are recorded in other gain (loss), net on the Company’s consolidated statements of operations.
Equity Method Investments
The Company accounts for investments under the equity method of accounting if it has the ability to exercise significant influence over the operating and financial policies of an entity, but does not have a controlling financial interest. The equity method investment is initially recorded at cost and adjusted each period for capital contributions, distributions and the Company’s share of the entity’s net income or loss as well as other comprehensive income or loss. The Company’s share of net income or loss may differ from the stated ownership percentage interest in an entity if the governing documents prescribe a substantive non-proportionate earnings allocation formula or a preferred return to certain investors. For certain equity method




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investments, the Company records its proportionate share of income on a one to three month lag. Distributions of operating profits from equity method investments are reported as operating activities, while distributions in excess of operating profits are reported as investing activities in the statement of cash flows under the cumulative earnings approach.
Impairment
Evaluation of impairment applies to equity method investments and equity investments under the measurement alternative. If indicators of impairment exist, the Company will first estimate the fair value of its investment. In assessing fair value, the Company generally considers, among others, the estimated fair value of the investee, which is based on significant assumptions
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including the estimated timing and probabilities of the future cash flows of the unconsolidated joint venture, utilizing discount rates and capitalization rates.
For investments under the measurement alternative, if carrying value of the investment exceeds its fair value, an impairment is deemed to have occurred.
For equity method investments, further consideration is made if a decrease in value of the investment is other-than-temporary to determine if impairment loss should be recognized. Assessment of Other Than Temporary Impairment (“OTTI”) involves management judgment, including, but not limited to, consideration of the investee’s financial condition, operating results, business prospects and creditworthiness, the Company’s ability and intent to hold the investment until recovery of its carrying value. If management is unable to reasonably assert that an impairment is temporary or believes that the Company may not fully recover the carrying value of its investment, then the impairment is considered to be other-than-temporary.
Investments that are other-than-temporarily impaired are written down to their estimated fair value. Impairment loss is recorded in earnings from investments in unconsolidated ventures for equity method investments and in other gain (loss), net for investments under the measurement alternative.
Identifiable Intangibles
In a business combination or asset acquisition, the Company may recognize identifiable intangibles that meet either or both the contractual-legal criterion or the separability criterion. Finite-lived intangibles are amortized over their useful life in a manner that reflects the pattern in which the intangible is being consumed if readily determinable, such as based upon expected cash flows; otherwise, they are amortized on a straight linestraight-line basis. The useful life of all identified intangibles will be periodically reassessed and if useful life changes, the carrying amount of the intangible will be amortized prospectively over the revised useful life.
Lease Intangibles—Identifiable intangibles recognized in acquisitions of operating real estate properties generally include in-place leases, above- or below-market leases and deferred leasing costs, all of which have finite lives. In-place leases generate value over and above the tangible real estate because a property that is occupied with leased space is typically worth more than a vacant building without an operating lease contract in place. The estimated fair value of acquired in-place leases is derived based on management’s assessment of costs avoided from having tenants in place, including lost rental income, rent concessions and tenant allowances or reimbursements, that hypothetically would be incurred to lease a vacant building to its actual existing occupancy level on the valuation date. The net amount recorded for acquired in-place leases is included in intangible assets and amortized on a straight-line basis as an increase to depreciation and amortization expense over the remaining term of the applicable leases. If an in-place lease is terminated, the unamortized portion is charged to depreciation and amortization expense.
The estimated fair value of the above- or below-market component of acquired leases represents the present value of the difference between contractual rents of acquired leases and market rents at the time of the acquisition for the remaining lease term, discounted for tenant credit risks. Above- or below-market operating lease values are amortized on a straight-line basis as a decrease or increase to rental income, respectively, over the applicable lease terms. This includes fixed rate renewal options in acquired leases that are below-market, which are amortized to decrease rental income over the renewal period. Above- or below-market ground lease obligations are amortized on a straight-line basis as a decrease or increase to rent expense, respectively, over the applicable lease terms. If the above- or below-market operating lease values or above- or below-market ground lease obligations are terminated, the unamortized portion of the lease intangibles are recorded in rental income or rent expense, respectively.
Deferred leasing costs represent management’s estimate of the avoided leasing commissions and legal fees associated with an existing in-place lease. The net amount is included in intangible assets and amortized on a straight-line basis as an increase to depreciation and amortization expense over the remaining term of the applicable lease.




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(Unaudited)
Transfers of Financial Assets
Sale accounting for transfers of financial assets requires the transfer of an entire financial asset, a group of financial assets in its entirety or if a component of the financial asset is transferred, that the component meets the definition of a participating interest with characteristics that mirror the original financial asset.
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. If the Company has any continuing involvement, rights or obligations with the transferred financial asset (outside of standard representations and warranties), sale accounting requires that the transfer meets the following sale conditions: (1) the transferred asset has been
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legally isolated; (2) the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred asset; and (3) the Company does not maintain effective control over the transferred asset through an agreement that provides for (a) both an entitlement and an obligation by the Company to repurchase or redeem the asset before its maturity, (b) the unilateral ability by the Company to reclaim the asset and a more than trivial benefit attributable to that ability, or (c) the transferee requiring the Company to repurchase the asset at a price so favorable to the transferee that it is probable the repurchase will occur.
If sale accounting is met, the transferred financial asset is removed from the balance sheet and a net gain or loss is recognized upon sale, taking into account any retained interests. Transfers of financial assets that do not meet the criteria for sale are accounted for as financing transactions, or secured borrowing, including the Company’s master repurchase facilities.
Derivative Instruments and Hedging Activities
The Company uses derivative instruments to manage its foreign currency risk and interest rate risk. The Company does not use derivative instruments for speculative or trading purposes. All derivative instruments are recorded at fair value and included in other assets or accrued and other liabilities on a gross basis on the Company’s consolidated balance sheet. The accounting for changes in fair value of derivatives depends upon whether or not the Company has elected to designate the derivative in a hedging relationship and the derivative qualifies for hedge accounting. The Company has economic hedges that have not been designated for hedge accounting.
Changes in fair value of derivatives not designated as accounting hedges are recorded in the consolidated statements of operations in other gain (loss), net.
For designated accounting hedges, the relationships between hedging instruments and hedged items, risk management objectives and strategies for undertaking the accounting hedges as well as the methods to assess the effectiveness of the derivative prospectively and retrospectively, are formally documented at inception. Hedge effectiveness relates to the amount by which the gain or loss on the designated derivative instrument exactly offsets the change in the hedged item attributable to the hedged risk. If it is determined that a derivative is not expected to be or has ceased to be highly effective at hedging the designated exposure, hedge accounting is discontinued.
Cash Flow Hedges—The Company uses interest rate caps and swaps to hedge its exposure to interest rate fluctuations in forecasted interest payments on floating rate debt. The effective portion of the change in fair value of the derivative is recorded in accumulated other comprehensive income, while hedge ineffectiveness is recorded in earnings. If the derivative in a cash flow hedge is terminated or the hedge designation is removed, related amounts in accumulated other comprehensive income (loss) are reclassified into earnings.
Net Investment Hedges—The Company uses foreign currency hedges to protect the value of its net investments in foreign subsidiaries or equity method investees whose functional currencies are not U.S. dollars. Changes in the fair value of derivatives used as hedges of net investment in foreign operations, to the extent effective, are recorded in the cumulative translation adjustment account within accumulated other comprehensive income (loss).
At the end of each quarter, the Company reassesses the effectiveness of its net investment hedges and as appropriate, designates the portion of the derivative notional amount that is in excess of the beginning balance of its net investments as undesignated hedges.
Release of accumulated other comprehensive income related to net investment hedges occurs upon losing a controlling financial interest in an investment or obtaining control over an equity method investment. Upon sale, complete or substantially complete liquidation of an investment in a foreign subsidiary, or partial sale of an equity method investment, the gain or loss on the related net investment hedge is reclassified from accumulated other comprehensive income to earnings. Refer to Note 14,13, “Derivatives” for further discussion on the Company’s derivative and hedging activity.




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(Unaudited)
Financing Costs
Financing costs primarily include debt discounts and premiums as well as deferred financing costs. Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining financing. Costs related to revolving credit facilities are recorded in other assets and are amortized to interest expense using the straight-line basis over the term of the facility. Costs related to other borrowings are recorded net against the carrying value of such borrowings and are amortized to interest expense using the effective interest method. Unamortized deferred financing costs are expensed to other gain (loss), net when the associated facility is repaid before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is determined that the financing will not occur.
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Revenue Recognition
Property Operating Income
Property operating income includes the following:
Rental Income—Rental income is recognized on a straight-line basis over the non-cancellable term of the related lease which includes the effects of minimum rent increases and rent abatements under the lease. Rents received in advance are deferred.
When it is determined that the Company is the owner of tenant improvements, the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants, is capitalized. For tenant improvements owned by the Company, the amount funded by or reimbursed by the tenants are recorded as deferred revenue, which is amortized on a straight-line basis as additional rental income over the term of the related lease. Rental income recognition commences when the leased space is substantially ready for its intended use and the tenant takes possession of the leased space.
When it is determined that the tenant is the owner of tenant improvements, the Company’s contribution towards those improvements is recorded as a lease incentive, included in deferred leasing costs and intangible assets on the balance sheet, and amortized as a reduction to rental income on a straight-line basis over the term of the lease. Rental income recognition commences when the tenant takes possession of the lease space.
Tenant Reimbursements—In net lease arrangements, the tenant is generally responsible for operating expenses related to the property, including real estate taxes, property insurance, maintenance, repairs and improvements. Costs reimbursable from tenants and other recoverable costs are recognized as revenue in the period the recoverable costs are incurred. When the Company is the primary obligor with respect to purchasing goods and services for property operations and has discretion in selecting the supplier and retains credit risk, tenant reimbursement revenue and property operating expenses are presented on a gross basis in the statements of operations. For certain triple net leases where the lessee self-manages the property, hires its own service providers and retains credit risk for routine maintenance contracts, no reimbursement revenue and expense are recognized.
Hotel Operating Income—Hotel operating income includes room revenue, food and beverage sales and other ancillary services. Revenue is recognized upon occupancy of rooms, consummation of sales and provision of services.
Real Estate Securities
Interest income is recognized using the effective interest method with any premium or discount amortized or accreted through earnings based on expected cash flow through the expected maturity date of the security. On a quarterly basis, the Company reviews, and if appropriate, adjusts its cash flow projections based on inputs and analyses received from external sources, internal models, and the Company’s judgment about prepayment rates, the timing and amount of credit losses and other factors. Changes in the amount or timing of cash flows from those originally projected, or from those estimated at the last evaluation date, are considered to be either favorable changes or adverse changes.
Adverse changes in the timing or amount of cash flows on CRE securities could result in the Company recording an increase in the allowance for credit losses. The allowance for credit losses is calculated using a discounted cash flow approach and is measured as the difference between the amortized cost of a CRE security and estimate of cash flows expected to be collected discounted at the effective interest rate used to accrete the CRE security. The allowance for credit losses is recorded as a contra-asset and a reduction in earnings. The allowance for credit losses will be limited to the amount of the unrealized losses on the CRE securities. Any allowance for credit losses in excess of the unrealized losses on the CRE securities are accounted for as a prospective reduction of the effective interest rate. No allowance is recorded for CRE securities in an unrealized gain position. Favorable changes in the discounted cash flow will result in a reduction in the allowance for credit losses, if any. Any reduction in allowance for credit losses is recorded in earnings. If the allowance for credit losses has been reduced to zero, the remaining favorable changes are reflected as a prospective increase to the effective interest rate.
Foreign Currency
Assets and liabilities denominated in a foreign currency for which the functional currency is a foreign currency are translated using the exchange rate in effect at the balance sheet date and the corresponding results of operations for such entities are translated using the average exchange rate in effect during the period. The resulting foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income or loss in stockholders’ equity. Upon sale, complete or substantially complete liquidation of a foreign subsidiary, or upon partial sale of a foreign equity method investment, the
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(Unaudited)
translation adjustment associated with the investment, or a proportionate share related to the portion of equity method investment sold, is reclassified from accumulated other comprehensive income or loss into earnings.
Assets and liabilities denominated in a foreign currency for which the functional currency is the U.S. dollar are remeasured using the exchange rate in effect at the balance sheet date and the corresponding results of operations for such entities are remeasured using the average exchange rate in effect during the period. The resulting foreign currency remeasurement adjustments are recorded in other gain (loss), net on the consolidated statements of operations.
Disclosures of non-U.S. dollar amounts to be recorded in the future are translated using exchange rates in effect at the date of the most recent balance sheet presented.
Equity-Based Compensation
Equity-classified stock awards granted to executive officers and independent directors are based on the closing price of the Class A common stock on the grant date and recognized on a straight-line basis over the requisite service period of the awards




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for restricted stock awards. For performance stock units (“PSUs”) the fair value is based on a Monte Carlo simulation as of the grant date and the expense is generally recognized on a straight-line basis over the measurement period.period, except when certain performance metrics are achieved. See Note 10,9, “Equity-Based Compensation” for further discussion.
The compensation expense is adjusted for actual forfeitures upon occurrence. Equity-based compensation is classified within compensation and benefits in the consolidated statement of operations.
Earnings Per Share
The Company presents both basic and diluted earnings per share (“EPS”) using the two-class method. Basic EPS is calculated by dividing earnings allocated to common shareholders, as adjusted for unallocated earnings attributable to certain participating securities, if any, by the weighted-average number of common shares outstanding during the period. Diluted EPS is based on the weighted-average number of common shares and the effect of potentially dilutive common share equivalents outstanding during the period. The two-class method is an allocation formula that determines earnings per share for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends. The Company has certain share-based payment awards that contain nonforfeitable rights to dividends, which are considered participating securities for the purposes of computing EPS pursuant to the two-class method.
Income Taxes
For U.S. federal income tax purposes, the Company elected to be taxed as a REIT beginning with its taxable year ended December 31, 2018. To qualify as a REIT, the Company must continually satisfy tests concerning, among other things, the real estate qualification of sources of its income, the real estate composition and values of its assets, the amounts it distributes to stockholders and the diversity of ownership of its stock.
To the extent that the Company qualifies as a REIT, it generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders. The Company believes that all of the criteria to maintain the Company’s REIT qualification have been met for the applicable periods, but there can be no assurance that these criteria will continue to be met in subsequent periods. If the Company were to fail to meet these requirements, it would be subject to U.S. federal income tax and potential interest and penalties, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders. The Company’s accounting policy with respect to interest and penalties is to classify these amounts as a component of income tax expense, where applicable.
The Company may also be subject to certain state, local and franchise taxes. Under certain circumstances, U.S. federal income and excise taxes may be due on its undistributed taxable income. The Company also holds an investment in Europe which is subject to tax in its local jurisdiction.
The Company made joint elections to treat certain subsidiaries as taxable REIT subsidiaries (“TRSs”) which may be subject to taxation by U.S. federal, state and local authorities. In general, a TRS of the Company may perform non-customary services for tenants, hold assets that the Company cannot hold directly and engage in most real estate or non-real estate-related business.
Certain subsidiaries of the Company are subject to taxation by U.S. federal, state and local authorities for the periods presented. Income taxes are accounted for by the asset/liability approach in accordance with GAAP. Deferred taxes, if any, represent the expected future tax consequences when the reported amounts of assets and liabilities are recovered or paid. Such amounts arise from differences between the financial reporting and tax bases of assets and liabilities and are adjusted for changes in tax laws
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and tax rates in the period during which such changes are enacted. A provision for income tax represents the total of income taxes paid or payable for the current period, plus the change in deferred taxes. Current and deferred taxes are recorded on the portion of earnings (losses) recognized by the Company with respect to its interest in TRSs. Deferred income tax assets and liabilities are calculated based on temporary differences between the Company’s GAAP consolidated financial statements and the U.S. federal, state and local tax basis of assets and liabilities as of the consolidated balance sheet date. The Company evaluates the realizability of its deferred tax assets (e.g., net operating loss and capital loss carryforwards) and recognizes a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available and the general and industry-specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. Changes in estimate of deferred tax asset realizability, if any, are included in income tax expense in the consolidated statements of operations.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
For the three months ended March 31, 20232024 and 2022,2023, the Company recorded income tax expense of $0.4$0.3 million and a de minimis income expense,$0.4 million, respectively.
Current Expected Credit LossesLoss (“CECL”) reserve
The CECL reserve for the Company’s financial instruments carried at amortized cost and off-balance sheet credit exposures, such as loans, loan commitments and trade receivables, represents a lifetime estimate of expected credit losses. Factors considered by the Company when determining the CECL 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 reasonable and supportable forecasts.
The general CECL reserve 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 specific CECL reserve 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 CECL reserve for financial instruments 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 CECL reserve is calculated as the product of PD, LGD and exposure at default (“EAD”).default. The Company’s model principally utilizes historical loss rates derived from a commercial mortgage-backed securities database with historical losses from 1998 through March 20232024 provided by a third party, Trepp LLC, forecasting the loss parameters using a scenario-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by a straight-line reversion period of twelve-months back to average historical losses.
For determining a specific CECL reserve, financial instruments are assessed outside of the PD/LGD model on an individual basis. This occurs when it is probable that the Company will be unable to collect the full payment of principal and interest on the instrument. The Company may electrecords a reserve to use as a practical expedientreduce the carrying value of the instrument to determinethe present value of the expected future cash flows discounted at the instrument’s effective rate or to the fair value of the collateral at the reporting date when determining the specific CECL reserve.collateral. The Company applies a discounted cash flow (“DCF”) methodology for financial instrumentsto determine the fair value of the collateral where it is probable that the Company will foreclose or 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. Determining fair value of the collateral, including utilization of a practical expedient, may take into account a number of assumptions including, but not limited to, rents and cash flow projections, capitalization rates and discount rates. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.
In connection with developing the CECL reserve for its loans held for investment, the Company considersdetermines the risk ranking of each loan and preferred equity as a key credit quality indicator. The risk rankings are based on a variety of factors, including, without limitation, underlying real estate performance and asset value, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include loan-to-value ratios, debt service coverage ratios, loan structure, real estate and credit market dynamics, and risk of default or principal loss. Based on a five-point scale, the Company’s loans and preferred equity held for investment are rated “1” through “5,” from less risk to greater risk, and the ratings are updated quarterly. At the time of origination or purchase, loans and preferred equity held for investment are ranked as a “3” and will move accordingly going forward based on the ratings which are defined as follows:
1.Very Low Risk-RiskThe loan is performing as agreed. The underlying property performance has exceeded underwritten expectations with very strong net operating income (“NOI”), debt service coverage ratio, debt yield and
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occupancy metrics. Sponsor is investment grade, very well capitalized, and employs a very experienced management team.
2.Low Risk-The loan is performing as agreed. The underlying property performance has met or exceeds underwritten expectations with high occupancy at market rents, resulting in consistent cash flow to service the debt. Strong sponsor that is well capitalized with an experienced management team.Risk
3.Average Risk-The loan is performing as agreed. The underlying property performance is consistent with underwriting expectations. The property generates adequate cash flow to service the debt, and/or there is enough reserve or loan structure to provide time for sponsor to execute the business plan. Sponsor has routinely met its obligations and has experience owning/operating similar real estate.Medium Risk
4.High Risk/Delinquent/Potential for Loss-Loss—TheA loan is in excess of 30 days delinquent and/or has a risk of a principal loss. The underlying property performance is behind underwritten expectations. Loan covenants may require occasional waivers/modifications. Sponsor has been unable to execute its business plan and local market fundamentals have deteriorated. Operating cash flow is not sufficient to service the debt and debt service payments may be coming from sponsor equity/loan reserves.
5.Impaired/Defaulted/Loss Likely-The loan is in default or a default is imminent, andthat has a high risk of realizing a principal loss.
5.Impaired/Loss Likely—A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss. The underlying property performance is significantly worse than underwritten expectation and sponsor has failed to execute its business plan. The property has significant vacancy and current cash flow does not support debt service. Local market fundamentals have significantly deteriorated resulting in depressed comparable property valuations versus underwriting.
The Company also considers qualitative and environmental factors, including, but not limited to, economic and business conditions, nature and volume of the loan portfolio, lending terms, volume and severity of past due loans, concentration of credit and changes in the level of such concentrations in its determination of the CECL reserve.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Company has elected to not measure a CECL reserve for accrued interest receivable as it is reversed against interest income when a loan or preferred equity investment is placed on nonaccrual status. Loans and preferred equity investments are charged off when all or a portion of the principal amount is determined to be uncollectible.
Changes in the CECL reserve for the Company’s financial instruments are recorded in increase/decrease in current expected credit loss reserve on the consolidated statement of operations with a corresponding offset to the loans and preferred equity held for investment or as a component of other liabilities for future loan fundings recorded on the Company’s consolidated balance sheets. See Note 3, “Loans and Preferred Equity Held for Investment, net” for further detail.
Future Application of Accounting Standards Adopted in 2022
Credit Losses—Segment Reporting—In March 2022,November 2023, the FASB issued ASU No. 2022-02,2023-07, Financial Instruments - Credit LossesImprovements to Reportable Segment Disclosures. The ASU provides updates to reportable segment disclosures, including enhanced disclosures about significant segment expenses and information used to assess segment performance. This ASU is effective beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact of this standard.
Income Tax Accounting—In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 326)740): Troubled Debt Restructurings and Vintage Disclosures,Improvements to Income Tax Disclosures. which eliminates the Troubled Debt Restructuring (“TDR”) model for creditors that have adopted Topic 326, CECL. The general loan modification guidance in Subtopic 310-20 will applyASU requires public business entities to all loan modifications, including modifications for borrowers experiencing financial difficulty. ASU 2022-02 also requires entities within the scope of ASC 326 to provide vintage disclosures which show the gross writeoffs recordeddisclose specific categories in the current period by origination year.rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The ASU No. 2022-02 is effective in reportingfor periods beginning after December 15, 2022. During the fourth quarter of 2022, the2024, with early adoption permitted. The Company adopted the TDR enhancements and new vintage disclosures under ASU 2022-02, andis currently evaluating the impact was not material. Refer to Note 3, “Loans and Preferred Equityof this new standard.
3. Loans Held for Investment, net.”net
The following table provides a summary of the Company’s loans held for investment, net (dollars in thousands):
March 31, 2024December 31, 2023
Unpaid Principal Balance
Carrying
Value
Weighted Average Coupon(1)
Weighted Average Maturity in YearsUnpaid Principal Balance
Carrying
Value
Weighted Average Coupon(1)
Weighted Average Maturity in Years
Variable rate
Senior loans$1,546,643 $1,547,448 9.0 %2.5$1,646,722 $1,645,780 9.0 %2.7
Securitized loans(2)
1,203,265 1,203,605 8.7 %1.71,210,000 1,209,994 8.9 %1.9
Mezzanine loans12,330 12,450 16.3 %0.012,330 12,450 16.4 %0.3
2,762,238 2,763,503 2,869,052 2,868,224 
Fixed rate
Mezzanine loans74,100 74,060 6.7 %2.168,334 68,282 10.9 %2.4
74,100 74,060 68,334 68,282 
Loans held for investment2,836,338 2,837,563 2,937,386 2,936,506 
CECL reserve— (150,214)— (76,028)
Loans held for investment, net$2,836,338 $2,687,349 8.9 %2.1$2,937,386 $2,860,478 9.0 %2.4

(1)Calculated based on contractual interest rate. As of March 31, 2024, all variable rate loans utilize Term Secured Overnight Financing Rate (“Term SOFR”).
(2)Represents loans transferred into securitization trusts that are consolidated by the Company.

The Company had $15.4 million and $15.9 million of interest receivable related to its loans held for investment, net as of March 31, 2024 and December 31, 2023, respectively. This is included in receivables, net on the Company’s consolidated balance sheets.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
3. Loans and Preferred Equity Held for Investment, net
The following table provides a summary of the Company’s loans and preferred equity held for investment, net (dollars in thousands):
March 31, 2023December 31, 2022
Unpaid Principal Balance
Carrying
Value
Weighted Average Coupon(1)
Weighted Average Maturity in YearsUnpaid Principal Balance
Carrying
Value
Weighted Average Coupon(1)
Weighted Average Maturity in Years
Variable rate
Senior loans$1,932,096 $1,925,969 8.3 %3.3$1,981,973 $1,972,952 7.9 %3.5
Securitized loans(2)
1,432,619 1,430,720 8.0 %2.51,468,790 1,466,754 7.8 %2.7
Mezzanine loans12,330 12,450 15.8 %0.712,000 12,120 15.4 %0.0
3,377,045 3,369,139 3,462,763 3,451,826 
Fixed rate
Mezzanine loans103,121 103,033 12.2 %2.4100,765 100,666 12.2 %2.6
Preferred equity interests22,941 22,723 12.0 %9.722,720 22,497 12.0 %9.9
126,062 125,756 123,485 123,163 
Loans held for investment3,503,107 3,494,895 3,586,248 3,574,989 
CECL reserve— (145,836)— (106,247)
Loans and preferred equity held for investment, net$3,503,107 $3,349,059 $3,586,248 $3,468,742 

(1)Calculated based on contractual interest rate.
(2)Represents loans transferred into securitization trusts that are consolidated by the Company.

The weighted average maturity, including extensions, of loans and preferred equity was 3.0 years at March 31, 2023. At December 31, 2022, the weighted average maturity, including extensions, of loans was 3.2 years.
The Company had $17.1 million and $16.4 million of interest receivable related to its loans and preferred equity held for investment, net as of March 31, 2023 and December 31, 2022, respectively. This is included in receivables, net on the Company’s consolidated balance sheets.
Activity relating to the Company’s loans and preferred equity held for investment, net was as follows (dollars in thousands):
Carrying Value
Carrying Value
Carrying Value
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Balance at January 1
Balance at January 1
Balance at January 1
Acquisitions/originations/additional funding
Acquisitions/originations/additional funding
Acquisitions/originations/additional funding
Loan maturities/principal repayments
Loan maturities/principal repayments
Loan maturities/principal repayments
Increase of CECL reserve(1)
Increase of CECL reserve(1)
Increase of CECL reserve(1)
Discount accretion/premium amortization
Discount accretion/premium amortization
Discount accretion/premium amortization
Capitalized interest, net of repayments
Capitalized interest, net of repayments
Capitalized interest, net of repayments
Carrying Value
Three Months Ended March 31,
20232022
Balance at January 1$3,468,742 $3,449,009 
Acquisitions/originations/additional funding16,388 498,195 
Loan maturities/principal repayments(101,368)(227,897)
Balance at March 31
Discount accretion/premium amortization3,038 2,999 
Capitalized interest1,848 969 
(Increase) decrease of CECL reserve(1)
(39,589)1,343 
Charge-off— 1,251 
Balance at March 31Balance at March 31$3,349,059 $3,725,869 
Balance at March 31

(1)Provision for loan losses excludes $0.2 million for the three months ended March 31, 2024 and a de minimis amount for the three months ended March 31, 2023 and $0.5 million for the three months ended March 31, 2022 as determined by the Company’s PD/LGD model for unfunded commitments reported on the consolidated statement of operations, with a corresponding offset to accrued and other liabilities recorded on the Company’s consolidated balance sheets.
Loan Modifications
The Company may amend or modify a loan depending on the loan’s specific facts and circumstances. These loan modifications typically include additional time for the borrower to refinance or sell the collateral property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan’s maturity, and/or deferral of scheduled principal payments. In exchange for a modification, the Company may receive a partial repayment of principal, a short-term accrual of capitalized interest for a portion of interest due, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection, and/or increase the loan coupon.
During the second quarter of 2023, the Company amended and restructured a development mezzanine loan related to a multifamily property located in Milpitas, California (the “Development Mezzanine Loan”), bifurcating it into a $30.2 million Mezzanine A note (the “Mezzanine A Note”) and a $14.5 million Mezzanine B note (the “Mezzanine B Note”) to facilitate a new equity contribution from the borrower behind the Mezzanine A Note and ahead of the Mezzanine B Note. As part of the restructuring, the Company extended the terms of both the Mezzanine A Note and the Mezzanine B Note to be conterminous with the senior loan, which was extended to March 2025, with an additional one-year extension option to March 2026. Prior to the amendment, the Development Mezzanine Loan had a fixed interest rate of 13%. After the amendment, the Mezzanine A Note has a fixed interest rate of 10% and the Mezzanine B Note has a fixed interest rate of 12%. In connection with the amendment and restructuring of the Development Mezzanine Loan, the Company placed the Mezzanine B Note on nonaccrual status in April 2023 and recorded a $14.5 millionspecific CECL reserve during the first quarter of 2023. As of December, 2023, the amortized cost basis of the Mezzanine A Note was $32.6 million. During the third quarter of 2023, the Mezzanine B Note was charged off as the Company deemed this amount uncollectible. The Development Mezzanine Loan was placed on nonaccrual status in January 2024.
During the fourth quarter of 2023, the Company amended a Tualatin, Oregon senior loan with an outstanding principal balance of $39.4 million. The modification reduces the loan spread from 3.96% to 1.5%, and includes an exit fee upon repayment of the loan of 2.5% of the principal balance. The modification allows the sponsor to utilize tenant improvements and leasing commission funds for capital improvements such as rezoning the collateral for additional commercial uses, and exploring rezoning certain parcels for multifamily use. Additionally, the sponsor funded $0.3 million into a reserve to fund operating shortfalls.



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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Nonaccrual and Past Due Loans and Preferred Equity
Loans and preferred equity that are 90 days or more past due as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status.
The following table provides an aging summary of loans and preferred equity held for investment at carrying values before CECL reserve (dollars in thousands):
Current or Less Than 30 Days Past Due30-59 Days Past Due
60-89 Days Past Due(1)
90 Days or More Past Due(2)(3)
Total Loans and Preferred Equity
March 31, 2023$3,369,528 $— $56,935 $68,432 $3,494,895 
December 31, 20223,494,437 68,432 — 12,120 3,574,989 
Current or Less Than 30 Days Past Due
30-59 Days Past Due(1)
60-89 Days Past Due
90 Days or More Past Due(2)
Total Loans
March 31, 2024$2,763,208 $12,450 $— $61,905 $2,837,563 
December 31, 20232,936,506 — — — 2,936,506 

(1)Represents the Washington, D.C. office senior loan which is in maturity default and was placed on nonaccrual status on February 9, 2023.
(2)At March 31, 2023 represents the Long Island City, New York office senior loan which is in interest payment default and was placed on a nonaccrual status on September 9, 2022. Included in 30-59 Days Past Due at December 31, 2022.
(3)At December 31, 20222024, represents the New York, New York Hotel mezzanine loan which wasis in maturity default asdefault. However, because the borrower has paid all interest payments due through March 31, 2024, the loan has not been placed on nonaccrual status.
(2)At March 31, 2024, includes one Denver, Colorado multifamily senior loan which was placed on nonaccrual status on December 9, 2023 with a carrying value before CECL reserves of March 2022. In$29.3 million and the Development Mezzanine Loan which was placed on nonaccrual status on January 2023, the New York, New York Hotel mezzanine loan was extended to December 2023.1, 2024 with a carrying value of $32.6 million.

Current Expected Credit Loss Reserve
The following table provides details on the changes in CECL reserves (dollars in thousands):
CECL reserve at December 31, 20222023$106,24776,028 
     Increase (decrease) in general CECL reserve(1)
(15,418)67,058 
     Increase in specific CECL reserve(2)
7,128 
CECL reserve at March 31, 2024$150,214
CECL reserve at December 31, 2022$106,247 
     Decrease in general CECL reserve(1)
(15,418)
     Increase in specific CECL reserve(3)
55,007 
CECL reserve at March 31, 2023$145,836 
CECL reserve at December 31, 2021$36,598
     Increase (decrease) in general CECL reserve(1)
(1,343)
     Charge-offs of CECL reserve(3)
(1,251)
CECL reserve at March 31, 2022$34,004

(1)Excludes the increase (decrease) in CECL reserves related to unfunded commitments reported on the consolidated statement of operations: $0.2 million for the three months ended March 31, 2024 and a de minimis amount for the three months ended March 31, 2023 and $0.5 million for the three months ended March 31, 2022.2023.
(2)During the first quarter of 2024, the Company recorded specific CECL reserves of $7.1 million related to one Denver, Colorado multifamily senior loan. The specific CECL reserve was based on the proceeds the Company expects to receive from the borrower’s sale of the property, which is supported by an executed purchase and sale agreement.
(3)During the first quarter of 2023, the Company recorded specific CECL reserves of $29.9 million related to one Washington, D.C. office senior loan, $14.5 million related to one development mezzanine loan located in Milpitas, California (the “Developmentthe Development Mezzanine Loan”)Loan and $10.6 million related to one Long Island City, New York office senior loan. The specific CECL reserves for the two office senior loans were based on the estimated fair value of the collateral using a discounted cash flow model, which included inputs based on the location, type and nature of the property, current and prospective leasing data and anticipated market conditions. The specific CECL reserve for the Development Mezzanine Loan was recorded in connection with the restructuring and modification of the loan in April 2023, which is collateralized by multifamily with a retail component. The specific CECL reserve was based on the estimated proceeds the Company expects to receive upon the resolution of the asset. Refer to Note 13, “Fair Value” for information on valuation inputs.
(3)During the first quarter of 2022, the Company received a $36.5 million repayment on one senior loan collateralized by a student housing property, which was $1.3 million less than the unpaid principal balance. As such, during the fourth quarter of 2021, the Company had recorded a $1.3 million specific CECL reserve on the loan, as the loss was probable at that point in time and was subsequently charged off in the first quarter of 2022.
Credit Quality Monitoring
Loans are typically secured by direct senior priority liens on real estate properties or by interests in entities that directly own real estate properties, which serve as the primary source of cash for the payment of principal and interest. The Company evaluates its loans at least quarterly and differentiates the relative credit quality principally based on: (i) whether the borrower is currently paying contractual debt service in accordance with its contractual terms; and (ii) whether the Company believes the borrower will be able to perform under its contractual terms in the future, as well as the Company’s expectations as to the ultimate recovery of principal at maturity.




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
As of March 31, 2023,2024, all loans and preferred equity were performing in accordance with the contractual terms of their governing documents and were categorized as performing loans, except for the Long Island City,Denver, Colorado multifamily senior loan, the Development Mezzanine Loan and the New York, Office senior loan and the Washington D.C. office seniorNew York Hotel mezzanine loan, as noted in “Nonaccrual and Past Due Loans and Preferred Equity”Loans” above. As of December 31, 2022,2023, all loans and preferred equity were performing in accordance with the contractual terms of their governing documents and were categorized as performing loans, except for the New York, New York Hotel mezzanine loan and the Long
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Island City, New York OfficeDenver, Colorado multifamily senior loan, as noted in “Nonaccrual and Past Due Loans and Preferred Equity”Loans” above. For the three months ended March 31, 20232024 and March 31, 2022,2023, no debt investment contributed more than 10.0% of interest income.
The following tables provide a summary by carrying values before any CECL reserves of the Company’s loans and preferred equity held for investment by year of origination and credit quality risk ranking (dollars in thousands) as of March 31, 20232024 and December 31, 2022, respectively.2023 (dollars in thousands). Refer to Note 2, “Summary of Significant Accounting Policies” for loan risk ranking definitions.
March 31, 2023
Year of Origination
Risk Rankings20232022202120202019 and earlierTotal
Senior loans
2$— $— $93,778 $— $25,929 $119,707 
3— 852,187 1,174,409 96,178 486,498 2,609,272 
4— — 108,422 — 325,591 434,013 
5— — — — 193,697 193,697 
Total Senior loans— 852,187 1,376,609 96,178 1,031,715 3,356,689 
Mezzanine loans
3— 24,799 — — 32,489 57,288 
41,028 — — — 12,450 13,478 
5— — — — 44,717 44,717 
Total Mezzanine loans1,028 24,799 — — 89,656 115,483 
Preferred equity interests
3— 22,723 — — — 22,723 
Total Preferred equity interests— 22,723 — — — 22,723 
Total Loans and preferred equity held for investment$1,028 $899,709 $1,376,609 $96,178 $1,121,371 $3,494,895 
At March 31, 2024, the weighted average risk ranking for loans held for investment was 3.2.
March 31, 2024
Year of Origination
Risk Rankings20242023202220212020 and earlierTotal
Senior loans
3$— $— $697,594 $1,016,812 $487,547 $2,201,953 
4— — 54,151 242,016 223,670 519,837 
5— — 29,263 — — 29,263 
Total Senior loans— — 781,008 1,258,828 711,217 2,751,053 
Mezzanine loans
38,941 28,057 — 49,512 86,510 
Total Mezzanine loans— 8,941 28,057 — 49,512 86,510 
Total Loans held for investment$— $8,941 $809,065 $1,258,828 $760,729 $2,837,563 
Current period gross write-offs$— $— $— $— $— $— 
As of December 31, 2023, the weighted average risk ranking for loans held for investment was 3.2.
December 31, 2023
Year of Origination
Risk Rankings20232022202120202019 and earlierTotal
Senior loans
3$— $802,040 $1,014,128 $62,777 $519,328 $2,398,273 
4— 53,871 238,842 — 135,979 428,692 
5— 28,809 — — — 28,809 
Total Senior loans— 884,720 1,252,970 62,777 655,307 2,855,774 
Mezzanine loans
34,003 27,211 — — 49,518 80,732 
Total Mezzanine loans4,003 27,211 — — 49,518 80,732 
Total Loans held for investment$4,003 $911,931 $1,252,970 $62,777 $704,825 $2,936,506 
Current period gross write-offs$— $— $— $— $14,477 $14,477 
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
As of March 31, 2023, the weighted average risk ranking for loans and preferred equity held for investment was 3.2.
December 31, 2022
Year of Origination
Risk Rankings20222021202020192018 and EarlierTotal
Senior loans
2$— $141,457 $42,710 $25,904 $— $210,071 
3845,097 1,267,092 53,386 112,689 291,996 2,570,260 
4— 24,871 — 192,920 304,822 522,613 
5— — — 68,330 68,432 136,762 
Total Senior loans845,097 1,433,420 96,096 399,843 665,250 3,439,706 
Mezzanine loans
324,056 — — — 4,459 28,515 
4— — — 72,151 — 72,151 
5— — — — 12,120 12,120 
Total Mezzanine loans24,056 — — 72,151 16,579 112,786 
Preferred equity interests
322,497 — — — — 22,497 
Total Preferred equity interests22,497 — — — — 22,497 
Total Loans and Preferred Equity held for investment$891,650 $1,433,420 $96,096 $471,994 $681,829 $3,574,989 
As of December 31, 2022, the weighted average risk ranking for loans and preferred equity held for investment was 3.2.
Lending Commitments
The Company has lending commitments to borrowers pursuant to certain loan agreements in which the borrower may submit a request for funding contingent on achieving certain criteria, which must be approved by the Company as lender, such as leasing, performance of capital expenditures and construction in progress with an approved budget. Assuming the terms to qualify for future advances, if any, had been met, total gross unfunded lending commitments were $256.3$139.5 million and $263.4$168.2 million at March 31, 20232024 and December 31, 2022,2023, respectively. Refer to Note 15,14, “Commitments and Contingencies” for further details. The Company recorded $0.4$0.7 million and $0.4 million for allowance for lending commitments in accrued and other liabilities on its consolidated balance sheets in accordance with CECL at March 31, 20232024 and December 31, 2022,2023, respectively. See Note 2, “Summary of Significant Accounting Policies” for further details.
4. Real Estate Securities
Investments in Investing VIEs
As of March 31, 2023 and December 31, 2022, the Company did not hold any assets or liabilities attributable to securitization trusts.
The Company did not generate net income attributable to investments in the subordinate tranches of securitization trusts for the three months ended March 31, 2023.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The below table presents net income attributable to the Company’s common stockholders for the three months ended March 31, 2022 generated from the Company’s investments in the subordinate tranches of securitization trusts (dollars in thousands):
Three Months Ended March 31,
2022
Statement of Operations
Interest income on mortgage loans held in securitization trusts$9,375 
Interest expense on mortgage obligations issued by securitization trusts(8,488)
Net interest income887 
Operating expense(97)
Net income attributable to BrightSpire Capital, Inc. common stockholders$790 
5. Real Estate, net and Real Estate Held for Sale
The following table presents the Company’s net lease portfolio, net, as of March 31, 20232024 and December 31, 20222023 (dollars in thousands):
March 31, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
Land and improvementsLand and improvements$125,797 $128,608 
Buildings, building leaseholds, and improvementsBuildings, building leaseholds, and improvements493,020 505,297 
Tenant improvementsTenant improvements18,989 17,851 
SubtotalSubtotal$637,806 $651,756 
Subtotal
Subtotal
Less: Accumulated depreciationLess: Accumulated depreciation(89,604)(87,109)
Net lease portfolio, netNet lease portfolio, net$548,202 $564,647 
Net lease portfolio, net
Net lease portfolio, net
The following table presents the Company’s portfolio of other real estate, net as of March 31, 20232024 and December 31, 20222023 (dollars in thousands):
March 31, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
Land and improvementsLand and improvements$29,790 $29,582 
Buildings, building leaseholds, and improvementsBuildings, building leaseholds, and improvements152,748 152,186 
Tenant improvementsTenant improvements20,370 18,757 
Furniture, fixtures and equipmentFurniture, fixtures and equipment269 135 
Construction-in-progressConstruction-in-progress864 3,011 
SubtotalSubtotal$204,041 $203,671 
Less: Accumulated depreciationLess: Accumulated depreciation(37,518)(35,850)
Less: Impairment(1)
Other portfolio, netOther portfolio, net$166,523 $167,821 
_________________________________________
(1)    See Note 12, “Fair Value,” for discussion of impairment of real estate.
At March 31, 2024, the Company held four foreclosed properties in other real estate, net with a combined carrying value of $99.8 million and one foreclosed property as held for sale with a carry value of $19.6 million. At December 31, 2023, the Company held four foreclosed properties in other real estate, net with a combined carrying value of $100.4 million and one foreclosed property as held for sale with a carrying value of $19.6 million.
Depreciation Expense
Depreciation expense on real estate was $6.0$6.9 million and $6.1$6.0 million for the three months ended March 31, 2024 and 2023 and 2022, respectively.




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Property Operating Income
For the three months ended March 31, 20232024 and 20222023 the components of property operating income were as follows (dollars in thousands):
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
Lease revenues
Lease revenues
Lease revenues
Minimum lease revenue
Minimum lease revenue
Minimum lease revenue
Variable lease revenue
Variable lease revenue
Variable lease revenue
Three Months Ended March 31,
20232022
Minimum lease revenue$19,388 $19,734 
Variable lease revenue3,023 2,826 
$22,411 $22,560 
Hotel operating income— 1,566 
Total property operating income(1)
$22,411 $24,126 
Total property operating income(1)

(1)Excludes amortization expense related to above and below-market leases of $0.5 million and income of $0.4 million for the three months ended March 31, 2024, respectively. Excludes amortization expense related to above and below-market leases of $0.2 million and income of $0.3 million for the three months ended March 31, 2023, respectively. Excludes amortization expense related to above and below-market leases of $0.3 million and income of $0.3 million for the three months ended March 31, 2022, respectively.
For the three months ended March 31, 20232024 and 2022,2023 the Company had no single property with property operating income equal to or greater than 10.0% of total revenue of the Company.
Minimum Future Rents
Minimum rental amounts due under leases are generally either subject to scheduled fixed increases or adjustments. The following table presents approximate future minimum rental income under noncancellable operating leases, excluding variable lease revenue of tenant reimbursements, to be received over the next five years and thereafter as of March 31, 20232024 (dollars in thousands):
Remainder of 2023$57,208 
202473,627 
Remainder of 2024
2025202567,305 
2026202660,327 
2027202757,209 
2028 and thereafter317,423 
2028
2029 and thereafter
TotalTotal$633,099 
The rental properties owned at March 31, 20232024 are leased under noncancellable operating leases with current expirations ranging from 20232024 to 2038, with certain tenant renewal rights. For certain properties, the tenants pay the Company, in addition to the contractual base rent, their pro rata share of real estate taxes and operating expenses. Certain lease agreements provide for periodic rental increases and others provide for increases based on the consumer price index.
Commitments and Contractual Obligations
Ground Lease Obligation
In connection with real estate acquisitions, the Company assumed certain noncancellable operating ground leases as lessee or sublessee with expiration dates through 2050. Rents on certain ground leases are paid directly by the tenants. Ground rent expense for the three months ended March 31, 20232024 and 20222023 was $0.8 million and $0.8 million, respectively.
Refer to Note 15,14, “Commitments and Contingencies” for the details of future minimum rental payments on noncancellable ground lease on real estate as of March 31, 2023.2024.
Real Estate SalesAcquisitions
In the year ended December 31, 2023, the Company acquired legal title to four office properties and one multifamily property. In accordance with ASC 805, the Company allocated the fair value of the assumed assets and liabilities on the respective acquisition dates. Following the acquisitions, four properties are included in real estate, net on the Company’s consolidated balance sheets. One property was classified as held for sale at March 31, 2024 and December 31, 2023. There were no sales duringreal estate acquisitions in the three months ended March 31, 2023. 2024.




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table summarizes the Company’s real estate acquisitions for the year ended December 31, 2023 (dollars in thousands):
Purchase Price Allocation
Acquisition DateProperty Type and Location
Number of Buildings/Units(1)
Purchase Price(2)
Land and Improvements(2)
Building and Improvements(2)
Furniture and Fixtures(2)
Lease Intangible Assets(2)
Other Assets
Lease Intangible Liabilities(2)
Other Liabilities
July
Office - California(3)
1$13,933 $5,718 $3,262 $— $4,404 $922 $(2)$(371)
June
Office - New York(3)
136,177 10,380 24,484 — 1,898 432 (528)(489)
June
Office - New York(3)
136,922 14,786 15,958 — 6,867 876 (193)(1,372)
November
Office - Washington D.C.(4)
119,600 — — — — — — — 
December
Multifamily - Arizona(3)
23635,213 7,590 25,745 832 1,271 325 — (550)
$141,845 $38,474 $69,449 $832 $14,440 $2,555 $(723)$(2,782)

(1)    For office properties, represents number of buildings. For multifamily properties, represents number of units.
(2)    Useful life of real estate acquired is 45 years for buildings, four to nine years for tenant improvements, four to nine years for furniture and fixtures, and three to 12 years for lease intangibles.
(3)    Represents assets acquired by the Company through deeds-in-lieu of foreclosure.
(4)    Represents an asset acquired through foreclosure and subsequently classified as held for sale. As such, no purchase price allocation was completed and purchase price represents the fair value of the property.

Impairment
During the three months endedfourth quarter of 2023, the Company recorded $7.6 million of impairment related to one of the New York office properties. The impairment was due to a reduction in the estimated holding period of the property and increased capital expenditures. The estimated fair value of the collateral was determined by using a discounted cash flow model. Refer to Note 12 “Fair Value” for further discussion.
Real Estate Held for Sale
The following table summarizes the Company’s assets held for sale related to real estate (dollars in thousands):
March 31, 2024December 31, 2023
Assets
Real estate, net$19,605 $19,600 
Total assets held for sale$19,605 $19,600 
Upon acquisition of the Washington D.C. office through foreclosure in November 2023, the Company classified it as held for sale. Subsequent to March 31, 2022,2024 the Company completedentered into a purchase and sale agreement with a third-party purchaser. As part of the agreement, the purchaser has paid a nonrefundable deposit. The Company expects the sale to close by the end of one net lease property for a gross sales pricethe second quarter of $19.6 million which resulted in a $7.6 million gain on sale and one hotel property for a gross sales price of $36.0 million which resulted in a $2.4 million gain on sale. The gains on sale are included in other gain (loss), net on the consolidated statement of operations.2024.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
6.5. Deferred Leasing Costs and Other Intangibles
The Company’s deferred leasing costs, other intangible assets and intangible liabilities, excluding those related to assets held for sale, at March 31, 20232024 and December 31, 20222023 are as follows (dollars in thousands):
March 31, 2023
Carrying AmountAccumulated AmortizationNet Carrying Amount
March 31, 2024March 31, 2024
Carrying AmountCarrying AmountAccumulated AmortizationNet Carrying Amount
Deferred Leasing Costs and Intangible AssetsDeferred Leasing Costs and Intangible Assets
In-place lease values
In-place lease values
In-place lease valuesIn-place lease values$74,468 $(36,692)$37,776 
Deferred leasing costsDeferred leasing costs28,533 (16,457)12,076 
Above-market lease valuesAbove-market lease values8,359 (7,081)1,278 
$111,360 $(60,230)$51,130 
$
Intangible LiabilitiesIntangible Liabilities
Below-market lease valuesBelow-market lease values$16,075 $(11,581)$4,494 
Below-market lease values
Below-market lease values
December 31, 2022
Carrying AmountAccumulated AmortizationNet Carrying Amount
December 31, 2023December 31, 2023
Carrying AmountCarrying AmountAccumulated AmortizationNet Carrying Amount
Deferred Leasing Costs and Intangible AssetsDeferred Leasing Costs and Intangible Assets
In-place lease values
In-place lease values
In-place lease valuesIn-place lease values$75,503 $(35,805)$39,698 
Deferred leasing costsDeferred leasing costs28,641 (15,843)12,798 
Above-market lease valuesAbove-market lease values8,359 (6,875)1,484 
$112,503 $(58,523)$53,980 
$
Intangible LiabilitiesIntangible Liabilities
Below-market lease valuesBelow-market lease values$16,074 $(11,235)$4,839 
Below-market lease values
Below-market lease values

The following table summarizes the amortization of deferred leasing costs, intangible assets and intangible liabilities for the three months ended March 31, 20232024 and 20222023 (dollars in thousands):
Three Months Ended March 31,
20232022
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
Above-market lease values
Above-market lease values
Above-market lease valuesAbove-market lease values$(199)$(288)
Below-market lease valuesBelow-market lease values339 330 
Net increase to property operating income$140 $42 
Below-market lease values
Below-market lease values
Net increase (decrease) to property operating income
Net increase (decrease) to property operating income
Net increase (decrease) to property operating income
In-place lease values
In-place lease values
In-place lease valuesIn-place lease values$1,283 $1,602 
Deferred leasing costsDeferred leasing costs664 806 
Deferred leasing costs
Deferred leasing costs
Amortization expenseAmortization expense$1,947 $2,408 
Amortization expense
Amortization expense
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table presents the amortization of deferred leasing costs, intangible assets and intangible liabilities, for each of the next five years and thereafter as of March 31, 20232024 (dollars in thousands):
202320242025202620272028 and thereafterTotal
Remainder of 2024
Remainder of 2024
Remainder of 202420252026202720282029 and thereafterTotal
Above-market lease valuesAbove-market lease values$(431)$(448)$(270)$(91)$(38)$— $(1,278)
Below-market lease valuesBelow-market lease values1,034 1,379 1,378 703 — — 4,494 
Net increase (decrease) to property operating incomeNet increase (decrease) to property operating income$603 $931 $1,108 $612 $(38)$— $3,216 
In-place lease valuesIn-place lease values$3,721 $4,684 $3,999 $3,165 $3,062 $19,145 $37,776 
In-place lease values
In-place lease values
Deferred leasing costsDeferred leasing costs1,924 2,290 1,873 967 849 4,173 12,076 
Amortization expenseAmortization expense$5,645 $6,974 $5,872 $4,132 $3,911 $23,318 $49,852 
7.6. Restricted Cash, Other Assets and Accrued and Other Liabilities
The following table presents a summary of restricted cash as of March 31, 20232024 and December 31, 20222023 (dollars in thousands):
March 31, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
Restricted cash:Restricted cash:
Borrower escrow deposits
Borrower escrow deposits
Borrower escrow depositsBorrower escrow deposits$65,323 $79,055 
Capital expenditure reservesCapital expenditure reserves9,030 8,623 
Real estate escrow reservesReal estate escrow reserves2,623 1,583 
Working capital and other reservesWorking capital and other reserves2,186 2,145 
Tenant lockboxesTenant lockboxes861 1,102 
TotalTotal$80,023 $92,508 
Total
Total
The following table presents a summary of other assets as of March 31, 20232024 and December 31, 20222023 (dollars in thousands):
March 31, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
Other assets:Other assets:
Right-of-use lease assetRight-of-use lease asset$24,219 $25,237 
Right-of-use lease asset
Right-of-use lease asset
Tax receivable and deferred tax assetsTax receivable and deferred tax assets19,080 19,117 
Deferred financing costs, net - credit facilities3,086 4,630 
Investments in unconsolidated ventures ($2,790 and $3,035 at fair value, respectively)2,790 3,035 
Investments in unconsolidated ventures at fair value
Deferred financing costs, net – credit facilities
Prepaid expenses and other
Derivative assetsDerivative assets2,149 1,601 
Prepaid expenses and other1,252 2,053 
TotalTotal$52,576 $55,673 
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table presents a summary of accrued and other liabilities as of March 31, 20232024 and December 31, 20222023 (dollars in thousands):
March 31, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
Accrued and other liabilities:Accrued and other liabilities:
Operating lease liability
Operating lease liability
Operating lease liabilityOperating lease liability$24,997 $25,961 
Current and deferred tax liabilityCurrent and deferred tax liability24,637 26,198 
Interest payableInterest payable12,719 11,680 
Accounts payable, accrued expenses and other liabilities
Prepaid rent and unearned revenuePrepaid rent and unearned revenue12,251 7,688 
Accounts payable, accrued expenses and other liabilities8,358 15,087 
Tenant security depositsTenant security deposits661 411 
Unfunded CECL loan allowanceUnfunded CECL loan allowance414 389 
OtherOther219 219 
TotalTotal$84,256 $87,633 
Investments underin Unconsolidated Ventures at Fair Value Option
Private Funds
The Company elected to account for its limited partnershipindirect interests in real estate through real estate private equity funds (“PE Investments under the fair value option,Investments”), which interests ranged from 1.0% to 15.6%10.0% as of March 31, 20232024 and December 31, 2022.2023, respectively. The Company records equity in earnings for these investments based on a change in fair value of its share of projected future cash flows.
Investments in Unconsolidated Ventures
TheIn the first quarter of 2023, the Company realized a one-time gain from its ratable share of dispute resolution proceeds of approximately $9.0 million from the senior mezzanine lender at the Company’s prior Los Angeles, California mixed-use project construction mezzanine loan and retained B-participation investment, which is recorded in equity in earnings of unconsolidated ventures on the Company’s consolidated statements of operations. In connection with the settlement, effective January 26, 2023, the Company has no further interest in the loan or investment.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
8.7. Debt
The following table presents debt as of March 31, 20232024 and December 31, 20222023 (dollars in thousands):
March 31, 2023December 31, 2022
Capacity ($)
Recourse vs. Non-Recourse(1)
Final
Maturity
Contractual
Interest Rate
Principal
Amount(2)
Carrying Value(2)
Principal Amount(2)
Carrying Value(2)
March 31, 2024March 31, 2024December 31, 2023
Capacity ($)Capacity ($)
Recourse vs. Non-Recourse(1)
Final
Maturity
Contractual
Interest Rate
Principal
Amount(2)
Carrying Value(2)
Principal Amount(2)
Carrying Value(2)
Securitization bonds payable, netSecuritization bonds payable, net
Securitization bonds payable, net
Securitization bonds payable, net
CLNC 2019-FL1(3)
CLNC 2019-FL1(3)
CLNC 2019-FL1(3)
CLNC 2019-FL1(3)
Non-recourseAug-35
 SOFR(4) + 1.87%
$466,546 $465,867 $502,717 $501,406 
BRSP 2021-FL1(3)
BRSP 2021-FL1(3)
      Non-recourseAug-38  LIBOR + 1.49%670,000 666,825 670,000 666,194 
Subtotal securitization bonds payable, netSubtotal securitization bonds payable, net1,136,546 1,132,692 1,172,717 1,167,600 
Mortgage and other notes payable, netMortgage and other notes payable, net
Mortgage and other notes payable, net
Mortgage and other notes payable, net
Net lease 1
Net lease 1
Net lease 1Net lease 1Non-recourseSep-334.77%200,000 198,801 200,000 198,778 
Net lease 2(5)
Net lease 2(5)
Non-recourseJun-253.91%153,280 154,085 162,449 164,752 
Net lease 3Net lease 3Non-recourseAug-264.08%29,843 29,698 30,009 29,853 
Net lease 4Net lease 4Non-recourseOct-274.45%22,412 22,412 22,559 22,559 
Net lease 5(6)
Net lease 5(6)
Non-recourseNov-264.45%17,385 17,117 17,486 17,200 
Net lease 5(7)
Net lease 5(7)
Non-recourseMar-284.38%11,462 11,025 11,526 11,089 
Net lease 6Net lease 6Non-recourseNov-264.45%6,907 6,801 6,948 6,834 
Net lease 7Non-recourseJul-23LIBOR + 2.15%310 305 432 424 
Net lease 8Net lease 8Non-recourseNov-264.45%3,202 3,152 3,220 3,168 
Other real estate 1
Other real estate 1
Other real estate 1Other real estate 1Non-recourseOct-244.47%102,912 103,054 103,218 103,391 
Other real estate 2Other real estate 2Non-recourseJan-254.30%70,477 70,211 70,870 70,569 
Loan 1(8)
Loan 1(8)
Non-recourseJun-24LIBOR + 3.00%27,851 27,851 27,851 27,851 
Loan 1(8)
Loan 1(8)
Subtotal mortgage and other notes payable, netSubtotal mortgage and other notes payable, net646,041 644,512 656,568 656,468 
Bank credit facility
Bank credit facility
Bank credit facility
Bank credit facility
Bank credit facilityBank credit facility
Bank credit facilityBank credit facility$165,000 Recourse
Jan-27 (9)
SOFR + 2.25%— — — — 
Subtotal bank credit facilitySubtotal bank credit facility— — — — 
Master repurchase facilitiesMaster repurchase facilities
Master repurchase facilities
Master repurchase facilities
Bank 1
Bank 1
Bank 1Bank 1600,000 
Limited Recourse(10)
April-27(11)
SOFR + 2.17%(12)522,677 522,677 415,892 415,892 
Bank 2Bank 2600,000 
Limited Recourse(10)
Apr-26(13)
LIBOR/SOFR + 1.88%(12)309,113 309,113 351,539 351,539 
Bank 3Bank 3400,000 (14)
June-27(15)
SOFR + 1.74%(12)236,718 236,718 247,404 247,404 
Bank 4Bank 4400,000 
Limited Recourse(10)
July-27(16)
SOFR + 1.86%(12)223,668 223,668 220,054 220,054 
Bank 5250,000 
Limited Recourse(10)
Jun-25(17)
LIBOR/SOFR + 1.86%(12)— — 105,104 105,104 
Subtotal master repurchase facilities
Subtotal master repurchase facilities
Subtotal master repurchase facilitiesSubtotal master repurchase facilities$2,250,000 1,292,176 1,292,176 1,339,993 1,339,993 
Subtotal credit facilitiesSubtotal credit facilities1,292,176 1,292,176 1,339,993 1,339,993 
Subtotal credit facilities
Subtotal credit facilities
TotalTotal$3,074,763 $3,069,380 $3,169,278 $3,164,061 
Total
Total

(1)Subject to customary non-recourse carveouts.
(2)Difference between principal amount and carrying value of securitization bonds payable, net and mortgage and other notes payable, net is attributable to deferred financing costs, net and premium/discount on mortgage notes payable.
(3)The Company, through indirect Cayman subsidiaries, securitized commercial mortgage loans originated by the Company. Senior notes issued by the securitization trusts were generally sold to third parties and subordinated notes retained by the Company. These securitizations are accounted for as
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
secured financing with the underlying mortgage loans pledged as collateral. Principal payments from underlying collateral loans must be applied to repay the notes until fully paid off, irrespective of the contractual maturities on the notes. Underlying collateral loans have initial terms of two to three years.
(4)As of June 17, 2021, the benchmark index interest rate for CLNC 2019-FL1 was converted from the one-month London Interbank Offered Rates (“LIBOR”) to Compounded Secured Overnight Financing Rate (“SOFR”), plus a benchmark adjustment of 11.448 basis points. As of February 19, 2022, the benchmark index interest rate was converted from Compounded SOFR to Term SOFR, plus a benchmark adjustment of 11.448 basis points,




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
conforming with the indenture agreement.As of May 26, 2023, the benchmark index interest rate for BRSP 2021-FL1 was converted from LIBOR to Term SOFR, plus a benchmark adjustment of 11.448 basis points, conforming with the indenture agreement.
(5)As of March 31, 2023,2024, the outstanding principal of the mortgage payable was NOK 1.6 billion, which translated to $153.3$147.5 million.
(6)Payment terms are periodic payment of principal and interest for debt on two properties and periodic payment of interest only with principal at maturity (except for principal repayments to release collateral properties disposed) for debt on one property.
(7)Represents a mortgage note collateralized by three properties.
(8)In June 2023, the Company completed a refinancing of Loan 1 which modified the interest rate to SOFR plus 4.25%. The current maturity of the note payable is June 2023,2024, with onetwo one-year extensionextensions available at the Company’s option, which may be subject toexercised upon the satisfaction of certain customary conditions set forth in the governing documents.
(9)On January 28, 2022, the Company, through its subsidiaries, including the OP, entered into an Amended and Restated Credit Agreement. Refer to “Bank Credit Facility” within this note for more details.
(10)Recourse solely with respect to 25.0% of the financed amount.
(11)The current maturity date is April 2025, with two one-year extension options, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.
(12)Represents the weighted average spread as of March 31, 2023.2024. The contractual interest rate depends upon asset type and characteristics and ranges from one-month LIBOR or SOFR plus 1.50% to 3.00%2.75%.
(13)The current maturity date is April 2025,26, with a one-year extension available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.
(14)Recourse is either 25.0% or 50.0% depending on loan metrics.
(15)The current maturity date is June 2025, with two one-year extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.
(16)The current maturity date is July 2024, with three one-year extension options, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.
(17)The current maturity date is June 2023, with a two-year extensionextensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing agreements.documents.

Future Minimum Principal Payments
The following table summarizes future scheduled minimum principal payments at March 31, 20232024 based on initial maturity dates or extended maturity dates to the extent criteria are met and the extension option is at the borrower’s discretion (dollars in thousands):
TotalTotalSecuritization Bonds Payable, NetMortgage Notes Payable, NetCredit Facilities
TotalSecuritization Bonds Payable, NetMortgage Notes Payable, NetCredit Facilities
Remaining 2023$1,906 $— $1,906 $— 
2024132,982 — 132,982 — 
Remaining 2024
Remaining 2024
Remaining 2024
20252025226,086 — 226,086 — 
20262026363,684 — 54,571 309,113 
202720271,003,419 — 20,356 983,063 
2028 and thereafter1,346,686 1,136,546 210,140 — 
2028
2029 and thereafter
TotalTotal$3,074,763 $1,136,546 $646,041 $1,292,176 
Bank Credit Facility
The Company uses bank credit facilities (including term loans and revolving facilities) to finance the business. These financings may be collateralized or non-collateralized and may involve one or more lenders. Credit facilities typically have maturities ranging from two to five years and may accrue interest at either fixed or floating rates.
On January 28, 2022, the OP (together with certain subsidiaries of the OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the several lenders from time to time party thereto (the “Lenders”), pursuant to which the Lenders agreed to provide a revolving credit facility in the aggregate principal amount of up to $165.0 million, of which up to $25.0 million is available as letters of credit. Loans under the Credit Agreement may be advanced in U.S. dollars and certain foreign currencies, including euros, pounds sterling and swiss francs. The Credit Agreement amended and restated the OP’s prior $300.0 million revolving credit facility that would have matured on February 1, 2022.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Credit Agreement also includes an option for the Borrowers to increase the maximum available principal amount up to $300.0 million, subject to one or more new or existing Lenders agreeing to provide such additional loan commitments and satisfaction of other customary conditions.
Advances under the Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower’s election, either (x) an adjusted SOFR rate plus a margin of 2.25%, or (y) a base rate equal to the highest of (i) the Wall Street Journal’s prime




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
rate, (ii) the federal funds rate plus 0.50% and (iii) the adjusted SOFR rate plus 1.00%, plus a margin of 1.25%. An unused commitment fee at a rate of 0.25% or 0.35%, per annum, depending on the amount of facility utilization, applies to un-utilized borrowing capacity under the Credit Agreement. Amounts owed under the Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a SOFR rate election is in effect.
The maximum amount available for borrowing at any time under the Credit Agreement is limited to a borrowing base valuation of certain investment assets, with the valuation of such investment assets generally determined according to a percentage of adjusted net book value. As of March 31, 2023,2024, the borrowing base valuation is sufficient to permit borrowings of up to the entire $165.0 million. If any borrowing is outstanding for more than 180 days after its initial draw, the borrowing base valuation will be reduced by 50% until all outstanding borrowings are repaid in full. The ability to borrow new amounts under the Credit Agreement terminates on January 31, 2026, at which time the OP may, at its election and by written notice to the Administrative Agent, extend the termination date for two additional terms of six months each, subject to the terms and conditions in the Credit Agreement, resulting in a latest termination date of January 31, 2027.
The obligations of the Borrowers under the Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement by substantially all material wholly owned subsidiaries of the OP (the “Guarantors”) in favor of the Administrative Agent (the “Guarantee and Collateral Agreement”) and, subject to certain exceptions, secured by a pledge of substantially all equity interests owned by the Borrowers and the Guarantors, as well as by a security interest in deposit accounts of the Borrowers and the Guarantors in which the proceeds of investment asset distributions are maintained.
The Credit Agreement contains various affirmative and negative covenants, including, among other things, the obligation of the Company to maintain REIT status and be listed on the New York Stock Exchange, and limitations on debt, liens and restricted payments. In addition, the Credit Agreement includes the following financial covenants applicable to the OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of the OP to be greater than or equal to the sum of (i) $1,112,000,000 and (ii) 70% of the net cash proceeds received by the OP from any offering of its common equity after September 30, 2021 and of the net cash proceeds from any offering by the Company of its common equity to the extent such proceeds are contributed to the OP, excluding any such proceeds that are contributed to the OP within ninety (90) days of receipt and applied to acquire capital stock of the OP; (b) the OP’s ratio of EBITDA plus lease expenses to fixed charges for any period of four (4) consecutive fiscal quarters to be not less than 1.50 to 1.00; (c) the OP’s minimum interest coverage ratio to be not less than 3.00 to 1.00; and (d) the OP’s ratio of consolidated total debt to consolidated total assets to be not more than 0.80 to 1.00. The Credit Agreement also includes customary events of default, including, among other things, failure to make payments when due, breach of covenants or representations, cross default to material indebtedness, material judgment defaults, bankruptcy matters involving any Borrower or any Guarantor and certain change of control events. The occurrence of an event of default will limit the ability of the OP and its subsidiaries to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.
As of March 31, 2023,2024, the Company was in compliance with all of its financial covenants under the Credit Agreement.
Securitization Financing Transactions
Securitization bonds payable, net represent debt issued by securitization vehicles consolidated by the Company. Senior notes issued by these securitization trusts were generally sold to third parties and subordinated notes retained by the Company. Payments from underlying collateral loans must be applied to repay the notes until fully paid off, irrespective of the contractual maturities of the loans.
The Company evaluated the key terms in the collateralized loan obligation (“CLO”) governing documents of the issuers of the CRE CLOs (“CRE CLO Issuers”), which are wholly-owned subsidiaries of the Company, to determine if they were VIEs and, if so, whether the Company was the primary beneficiary and therefore consolidate the CRE CLOs. The Company concluded that the CRE CLO Issuers are VIEs and the Company is the primary beneficiary because it has the ability to control the most significant activities of the CRE CLO Issuers, the obligation to absorb losses to the extent of its equity investments, and the right to receive benefits that could potentially be significant to these entities.
As of March 31, 2024, the Company had $1.2 billion carrying value of CRE debt investments and other assets financed with $907.2 million of securitization bonds payable, net. As of December 31, 2023, the Company had $1.2 billion carrying value of CRE debt investments financed with $913.9 million of securitization bonds payable, net.




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
CLNC 2019-FL1
In October 2019, the Company executed a securitization transaction, through wholly-owned subsidiaries, CLNC 2019-FL1, Ltd. and CLNC 2019-FL1, LLC (collectively, “CLNC 2019-FL1”), which resulted in the sale of $840.4 million of investment grade notes. As of March 31, 2023,2024, the securitization reflects an advance rate of 73.75%65.2% at a weighted average cost of funds of Adjusted Term SOFR plus 1.87%2.17% (before transaction expenses) and is collateralized by a pool of 1714 senior loan investments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors relevant to CLNC 2019-FL1 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. As of June 17, 2021, the benchmark index interest rate was 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.
As of February 19, 2022, the benchmark index interest rate was converted from Compounded SOFR to Term SOFR, plus a benchmark adjustment of 11.448 basis points, conforming with the indenture agreement. Term SOFR for any interest accrual period shall be the one-month CME Term SOFR Reference Rate as published by the CME Group Benchmark Administration on each benchmark determination date.
As of March 31, 2023, less than half of the CLNC 2019-FL1 mortgage assets are indexed to LIBOR and the borrowings under CLNC 2019-FL1 are indexed to Term SOFR, creating an underlying benchmark index rate basis difference between a portion of the CLNC 2019-FL1 assets and liabilities, which is meant to be mitigated by the benchmark replacement adjustment described above. The Company has the right to transition the CLNC 2019-FL1 mortgage assets to SOFR, eliminating the basis difference between CLNC 2019-FL1 assets and liabilities, and will make the determination taking into account the loan portfolio as a whole. The transition to SOFR is not expected to have a material impact to CLNC 2019-FL1’s assets and liabilities and related interest expense.
CLNC 2019-FL1 included a two-year reinvestment feature that allowed the Company to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in CLNC 2019-FL1, subject to the satisfaction of certain conditions set forth in the indenture. The reinvestment period for CLNC 2019-FL1 expired on October 19, 2021. During the first quarter of 2023,three months ended March 31, 2024, one loan held in CLNC 2019-FL1 was fully repaid and one loan was partially repaid totaling $36.2$0.7 million. The proceeds from the repayment were used to amortize the securitization bonds in accordance with the securitization priority of repayments. At March 31, 2023,2024, the Company had $632.6$477.7 million of unpaid principal balance of CRE debt investments financed with CLNC 2019-FL1.
Additionally, CLNC 2019-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. The Company did not fail any note protection tests during the three months ended March 31, 2024 and March 31, 2023. While the Company continues to closely monitor all loan investments contributed to CLNC 2019-FL1, a deterioration in the performance of an underlying loan could negatively impact its liquidity position.
In the second quarter of 2023, the Company transitioned the CLNC 2019-FL1 mortgage assets to SOFR, eliminating the basis difference between CLNC 2019-FL1 assets and liabilities. The transition to SOFR did not have a material impact to CLNC 2019-FL1’s assets and liabilities and related interest expense.
BRSP 2021-FL1
In July 2021, the Company executed a securitization transaction through wholly-owned subsidiaries, BRSP 2021-FL1, Ltd. and BRSP 2021-FL1, LLC (collectively, “BRSP 2021-FL1”), which resulted in the sale of $670.0 million of investment grade notes. The securitization reflects an advance
As of May 26, 2023, the benchmark index interest rate was converted from LIBOR to Term SOFR, plus a benchmark adjustment of 83.75% at a weighted average cost of funds of LIBOR plus 1.49% (before transaction costs), and is collateralized11.448 basis points, pursuant to the indenture agreement. Term SOFR for any interest accrual period shall be the one-month CME Term SOFR reference rate as published by a pool of 28 senior loan investments.the CME Group benchmark administration on each benchmark determination date.
BRSP 2021-FL1 includesincluded a two-year reinvestment feature that allowsallowed the Company to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in BRSP 2021-FL1, subject to the satisfaction of certain conditions set forth in the indenture. In addition to existing eligible loans availableThe reinvestment period for reinvestment,BRSP 2021-FL1 expired on July 20, 2023. During the continued origination of securitization eligible loans is required to ensure that the Company reinvest the available proceeds within BRSP 2021-FL1. For the quarterthree months ended March 31, 2023, two loans2024, one loan held in BRSP 2021-FL1 were fully2021-F1 was partially repaid, totaling $48.0$6.0 million. The Company replacedproceeds from the repaid loans by contributing existing loan investmentsrepayment were used to amortize the securitization bonds in accordance with the securitization priority of equal value.repayments. At March 31, 2023,2024, the Company had $800.0$725.6 million of unpaid principal balance of CRE debt investments financed with BRSP 2021-FL1. As of March 31, 2024, the securitization reflects an advance rate of 82.1% at a weighted average cost of funds of Term SOFR plus 1.53% (before transaction costs), and is collateralized by a pool of 26 senior loan investments.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Additionally, BRSP 2021-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. The Company will continuedid not fail any note protection tests during the three months ended March 31, 2024 and March 31, 2023. While the Company continues to closely monitor all loan investments contributed to BRSP 2021-FL1, a deterioration in the performance of an underlying loan could negatively impact its liquidity position.
As of March 31, 2023, the Company had $1.4 billion carrying value of CRE debt investments and other assets financed with $1.1 billion of securitization bonds payable, net. As of December 31, 2022, the Company had $1.5 billion carrying value of CRE debt investments financed with $1.2 billion of securitization bonds payable, net.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Master Repurchase Facilities
As of March 31, 2023,2024, the Company, through subsidiaries, had entered into repurchase agreements with multiple global financial institutions to provide an aggregate principal amount of up to $2.3$2.0 billion to finance the origination of first mortgage loans and senior loan participations secured by CRE debt investments (“Master Repurchase Facilities”). The Company agreed to guarantee certain obligations under the Master Repurchase Facilities, which contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of this type. The Master Repurchase Facilities act as revolving loan facilities that can be paid down as assets are repaid or sold and re-drawn upon for new investments. As of March 31, 2023,2024, the Company was in compliance with all of its financial covenants under the Master Repurchase Facilities.
As of March 31, 2023,2024, the Company had $1.8$1.4 billion carrying value of CRE debt investments financed with $1.3$1.0 billion under the Master Repurchase Facilities. As of December 31, 2022,2023, the Company had $1.8$1.5 billion carrying value of CRE debt investments financed with $1.3$1.2 billion under the Master Repurchase Facilities.
As of March 31, 2024 and December 31, 2023, the Company had one counterparty, which held collateralBank 1, with net exposure (collateral that exceeded amounts borrowed byborrowed) totaling more than 10% of itsthe Company’s total equity. TheAs of March 31, 2024 and December 31, 2023, the Company’s net exposure to Bank 1 was $211.8 million. As of December 31, 2022, the Company did not hold any Master Repurchase Facilities where the collateral exceeded the amounts borrowed by more than 10% of its total equity.$167.9 million and $188.3 million, respectively.
9.8. Related Party Arrangements
The Company had no related party transactions as of and for the three months ended March 31, 20232024 and 2022.2023.
10.9. Equity-Based Compensation
On February 15, 2022, the Company’s Board of Directors adopted, and at the annual meeting of stockholders held on May 5, 2022, the stockholders approved, the 2022 Equity Incentive Plan (the “2022 Plan”), which was effective as of May 5, 2022 and amends and restates the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to increase the total number of shares of the Class A common stock issuable by 10.0 million shares (subject to adjustment pursuant to the terms of the 2022 Plan) and extending the termination date to May 4, 2032. Awards may be granted under the 2022 Plan to (x) any employee, officer, director, consultant or advisor (who is a natural person) providing services to the Company, or its affiliates and (y) any other individual whose participation in the 2022 Plan is determined to be in the best interests of the Company. The following types of awards may be made under the 2022 Plan, subject to the limitations set forth in the plan: (i) stock options (which may be either incentive stock options or non-qualified stock options); (ii) stock appreciation rights; (iii) restricted stock awards; (iv) stock units; (v) unrestricted stock awards; (vi) dividend equivalent rights; (vii) performance awards; (viii) annual cash incentive awards; (ix) long-term incentive units; and (x) other equity-based awards.
Shares subject to an award granted under the 2022 Plan will be counted against the maximum number of shares of Class A common stock available for issuance thereunder as one share of Class A common stock for every one share of Class A common stock subject to such an award. Shares subject to an award granted under the 2022 Plan will again become available for issuance under the 2022 Plan if the award terminates by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares (except as set forth in the following sentence). The number of shares of Class A common stock available for issuance under the 2022 Plan will not be increased by (i) any shares tendered or withheld in connection with the purchase of shares upon exercise of a stock option, (ii) any shares deducted or delivered in connection with the Company’s tax withholding obligations, or (iii) any shares purchased by the Company with proceeds from stock option exercises. Shares granted to non-independent directors, officers and employees, if applicable, generally vest ratably in three annual installments following the grant date.
On May 5, 2022, the Company granted 1,456,366 shares of Class A common stock to certain of its employees, including executive officers. RemainingThe remaining one-third incrementsincrement of such share grant will vest on March 15, 2024 and March 15, 2025. On March 6, 2023, the Company granted 1,391,217 shares of Class A common stock to certain of its employees, including executive officers. The shares vest inRemaining one-third increments of such share grant will vest on March 15, 2024, March 15, 2025 and March 15, 2026.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
On May 6, 2022, the Company granted 62,190 shares of Class A common stock to the independent directors of the Company which vestvested on May 6, 2023. On May 17, 2023, the Company granted 93,285 shares of Class A common stock to the independent directors of the Company which vest on May 17, 2024.
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TableOn March 15, 2024, the Company granted 1,243,696 shares of ContentsClass A common stock to certain of its employees, including executive officers. The shares vest in one-third increments on March 15, 2025, March 15, 2026 and March 15, 2027.
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Equity-Based Compensation Expense
In connection with the share grants, the Company recognized share-based compensation expense of $2.3$2.2 million and $1.9$2.3 million within compensation and benefits in the consolidated statement of operations for the three months ended March 31, 20232024 and March 31, 2022,2023, respectively.
Restricted Stock—Restricted stock awards relating to the Company’s Class A common stock are granted to independentnon-employee directors of the Company and generally vest within one year. Restricted stock awards are granted to certain employees of the Company, with a service condition only and are generally subject to annual time-based vesting in equal tranches over a three-year period. Restricted stock is entitled to dividends declared and paid on the Company’s Class A common stock and such dividends are not forfeitable prior to vesting of the award. Restricted stock awards are valued based on the Company’s Class A common stock price on grant date and equity-based compensation expense is recognized on a straight-line basis over the requisite three-year service period.
Performance Stock Units (“PSU”)—PSUs are granted to certain employees of the Company and are subject to both a service condition and a performance condition. Following the end of the measurement period for the PSUs, the recipients of PSUs may be eligible to vest in all or a portion of PSUs granted, and be issued a number of shares of the Company’s Class A common stock, ranging from 0% to 200% of the number of PSUs granted and eligible to vest, to be determined based upon the performance of the Company’s Class A common stock relative to the Company’s GAAP book value at the end of a two-year measurement period for the 2021 PSU grant (the “2021 Grant”) or the Company’s total shareholder return relative to certain peer group companies at the end of a three-year measurement period for the 2023 PSU grant (the “2023 Grant”) and the 2024 PSU grant (the “2024 Grant”). PSUs also contain dividend equivalent rights which entitle the recipients to a payment equal to the amount of dividends that would have been paid on the shares that are ultimately issued at the end of the measurement period.
Fair value of PSUs, including dividend equivalent rights, was determined using a Monte Carlo simulation, with the following assumptions:assumptions.
2024 Grant
Expected volatility(1)
35.6 %
Risk free rate(2)
4.3 %
Expected dividend yield(3)
— 

(1)Based upon the Company’s historical stock volatility.
(2)Based upon the continuously compounded zero-coupon U.S. Treasury yield for the term coinciding with the measurement period of the award as of valuation date.
(3)Based upon award holders being entitled to dividends paid during the measurement period on any shares earned.
2023 Grant
Expected volatility(1)
74.4 %
Risk free rate(2)
4.6 %
Expected dividend yield(3)
— 

(1)Based upon the Company’s historical stock volatility.
(2)Based upon the continuously compounded zero-coupon U.S. Treasury yield for the term coinciding with the measurement period of the award as of valuation date.
(3)Based upon award holders being entitled to dividends paid during the measurement period on any shares earned.
Fair value of PSU awards, excluding dividend equivalent rights, is generally recognized on a straight-line basis over their measurement period as compensation expense.expense, except when certain performance metrics are achieved. Following the completion of the measurement period for the 2021 Grant, the Company issued 136,000 shares of Class A common stock to certain of its employees in March 2023.



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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The table below summarizes the Company’s awards granted, forfeited or vested under the 2022 Plan during the three months ended March 31, 20232024 and 2022:2023:
Number of SharesNumber of SharesWeighted Average Grant Date Fair Value
Restricted StockRestricted StockPSUsTotalRestricted StockPSUs
Number of SharesWeighted Average Grant Date Fair Value
Restricted StockPSUsTotalRestricted StockPSUs
Unvested shares at December 31, 20211,482,094 272,000 1,754,094 $12.35 $11.96 
Vested(500,462)— (500,462)9.14 — 
Unvested shares at March 31, 2022981,632 272,000 1,253,632 11.54 11.96 
Unvested shares at December 31, 2022Unvested shares at December 31, 20222,308,691 272,000 2,580,691 $8.47 $11.96 
Unvested shares at December 31, 2022
Unvested shares at December 31, 2022
Granted
Granted
GrantedGranted1,391,217 384,378 1,775,595 6.90 9.69 
VestedVested(888,834)(136,000)(1,024,834)8.46 11.96 
ForfeitedForfeited— (136,000)— — 11.96 
Unvested shares at March 31, 2023Unvested shares at March 31, 20232,811,074 384,378 3,331,452 7.65 9.69 
Unvested shares at December 31, 2023
Unvested shares at December 31, 2023
Unvested shares at December 31, 2023
Granted
Vested
Unvested shares at March 31, 2024
Unvested shares at March 31, 2024
Unvested shares at March 31, 2024
Fair value of equity awards that vested during the three months ended March 31, 20232024 and March 31, 2022,2023, determined based on their respective fair values at vesting date, was $5.4$9.1 million and $3.2$5.4 million, respectively. Fair value of granted awards is determined based on the closing price of the Class A common stock on the date of grant of the awards. Equity-based compensation is classified within compensation and benefits in the consolidated statement of operations.
At March 31, 2024, aggregate unrecognized compensation cost for all unvested equity awards was $22.2 million, which is expected to be recognized over a weighted-average period of 2.4 years. At March 31, 2023, aggregate unrecognized compensation cost for all unvested equity awards was $23.7 million, which is expected to be recognized over a weighted-average period of 2.4 years. At March 31, 2022, aggregate unrecognized compensation cost for all unvested equity awards was $7.0 million, which is expected to be recognized over a weighted-average period of 1.8 years.
11.10. Stockholders’ Equity
Authorized Capital
As of March 31, 2023,2024, the Company had the authority to issue up to 1.0 billion shares of stock, at $0.01 par value per share, consisting of 950.0 million shares of Class A common stock and 50.0 million shares of preferred stock.
The Company had no shares of preferred stock issued and outstanding as of March 31, 2024 and December 31, 2023.
Dividends
During the three months ended March 31, 20232024 and 2022,2023, the Company declared the following dividends on its common stock:
Declaration DateRecord DatePayment DatePer Share
March 15, 2024March 29, 2024April 15, 2024$0.20
March 16, 2023March 31, 2023April 17, 2023$0.20
March 15, 2022March 31, 2022April 15, 2022$0.19




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Share Repurchases
In April 2023,2024, the Company’s board of directors authorized a stock repurchase program (“Stock Repurchase Program”) under which the Company may repurchase up to $50.0 million of its outstanding Class A common stock until April 30, 2024.2025. The Stock Repurchase Program replaces the prior repurchase program authorization which expired on April 30, 2023.2024. Under the Stock Repurchase Program, the Company may repurchase shares in open market purchases, in privately negotiated transactions or otherwise. The Company has a written trading plan as part of the Share Repurchase Program that provides for share repurchases in open market transactions that is intended to comply with Rule 10b-18 under the Exchange Act. The Stock Repurchase Program will be utilized at management’s discretion and in accordance with the requirements of the SEC. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements and other conditions.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Company did not repurchase any shares of its Class A common stock during the three months ended March 31, 2023.2024. As of March 31, 2023,2024, there was $81.7$50.0 million remaining available to make repurchases under the prior stock repurchase plan.program.
Accumulated Other Comprehensive Income (Loss)
The following tables present the changes in each component of Accumulated Other Comprehensive Income (Loss) (“AOCI”) attributable to stockholders, and noncontrolling interests in the OP, net of immaterial tax effect.
Changes in Components of AOCI - Stockholders
(dollars in thousands)Unrealized gain on net investment hedgesForeign currency translation lossTotal
AOCI at December 31, 2022$18,603 $(19,279)$(676)
Other comprehensive income (loss)— (3,463)(3,463)
AOCI at March 31, 2023$18,603 $(22,742)$(4,139)
(dollars in thousands)Unrealized gain on net investment hedgesForeign currency translation lossTotal
AOCI at December 31, 2023$18,603 $(21,159)$(2,556)
Other comprehensive loss— (3,594)(3,594)
AOCI at March 31, 2024$18,603 $(24,753)$(6,150)
(in thousands)Unrealized gain on net investment hedgesForeign currency translation gain (loss)Total
AOCI at December 31, 2021$17,893 $(9,107)$8,786 
Other comprehensive income— 660 660 
AOCI at March 31, 2022$17,893 $(8,447)$9,446 
(dollars in thousands)Unrealized gain on net investment hedgesForeign currency translation lossTotal
AOCI at December 31, 2022$18,603 $(19,279)$(676)
Other comprehensive loss— (3,463)(3,463)
AOCI at March 31, 2023$18,603 $(22,742)$(4,139)
Changes in Components of AOCI -
11. Noncontrolling Interests in the OP
(in thousands)Unrealized gain on net investment hedgesForeign currency translation gain (loss)Total
AOCI at December 31, 2021$710 $(872)$(162)
Other comprehensive income— 16 16 
AOCI at March 31, 2022$710 $(856)$(146)
Changes in Components of AOCI - Noncontrolling Interests in investment entities
(in thousands)Foreign currency translation gain (loss)Total
AOCI at December 31, 2021$1,872 $1,872 
Other comprehensive income before reclassification— — 
Amounts reclassified from AOCI(1,872)(1,872)
Net current period OCI(1,872)(1,872)
AOCI at March 31, 2022$— $— 
12. Noncontrolling Interests
Operating Partnership
Net income (loss) attributable to the noncontrolling interests was based on such members ownership percentage of the OP. For the three months ended March 31, 2023, there were no noncontrolling interests in the OP and the OP is owned by the Company directly, and indirectly through the Company’s subsidiary, BRSP-T Partner, LLC. Net income attributable to the noncontrolling interests of the OP was $0.7 million for the three months ended March 31, 2022.
Investment Entities
Noncontrolling interests in investment entities represent third-party equity interests in ventures that are consolidated with the Company’s financial statements. Net loss attributable to noncontrolling interests in the investment entities was $0.1 million for
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
the three months ended March 31, 2023 and net income attributable to noncontrolling interests was de minimis for the three months ended March 31, 2022.2024 and $0.1 million for the three months ended March 31, 2023.
13.12. Fair Value
Determination of Fair Value
The following is a description of the valuation techniques used to measure fair value of assets accounted for at fair value on a recurring basis and the general classification of these instruments pursuant to the fair value hierarchy.
PE Investments
The Company accounts for PE Investments at fair value which is determined based on either a valuation model using assumptions for the timing and amount of expected future cash flow for income and realization events for the underlying assets in the funds and discount rate, or pending sales prices, if applicable. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 of the fair value hierarchy, unless the PE Investments are valued based on pending sales prices, which are classified as Level 2 of the fair value hierarchy. The Company considers cash flow and NAV information provided by general partners of the underlying funds (“GP NAV”) and the implied yields of those funds in valuing




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
its PE Investments. The Company also considers the values derived from the valuation model as a percentage of GP NAV, and compares the resulting percentage of GP NAV to precedent transactions, independent research, industry reports as well as pricing from executed purchase and sale agreements related to the disposition of its PE Investments. The Company may, as a result of that comparison, apply a mark-to-market adjustment. The Company has not elected the practical expedient to measure the fair value of its PE Investments using the NAV of the underlying funds.
Real Estate Securities
CRE securities are generally valued using a third-party pricing service or broker quotations. These quotations are not adjusted and are based on observable inputs that can be validated, and as such, are classified as Level 2 of the fair value hierarchy. Certain CRE securities may be valued based on a single broker quote, dealer bid or an internal price. Situations where management applies adjustments based on or using unobservable inputs would be classified as Level 3 of the fair value hierarchy. Management determines the prices are representative of fair value through a review of available data, including observable inputs, recent transactions as well as its knowledge of and experience in the market.
Investing VIEs
The Company has elected the fair value option for the financial assets and liabilities of the consolidated Investing VIEs. The Investing VIEs are “static,” that is no reinvestment is permitted and there is very limited active management of the underlying assets. The Company is required to determine whether the fair value of the financial assets or the fair value of the financial liabilities of the Investing VIEs are more observable, but in either case, the methodology results in the fair value of the assets of the securitization trust being equal to the fair value of their liabilities. The Company has determined that the fair value of the liabilities of the securitization trust is more observable, since market prices for the liabilities are available from a third-party pricing service or are based on quoted prices provided by dealers who make markets in similar financial instruments. The financial assets of the securitization trust are not readily marketable and their fair value measurement requires information that may be limited in availability.
In determining the fair value of the trust’s financial liabilities, the dealers will consider contractual cash payments and yields expected by market participants. Dealers also incorporate common market pricing methods, including a spread measurement to the treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including coupon, periodic and life caps, collateral type, rate reset period and seasoning or age of the security. The Company’s collateralized mortgage obligations are classified as Level 2 of the fair value hierarchy, where a third-party pricing service or broker quotations are available and are based on observable valuation inputs, and as Level 3 of the fair value hierarchy, where internal price is utilized based on or using unobservable inputs. In accordance with ASC 810, Consolidation, the assets of the securitization trust are an aggregate value derived from the fair value of the trust’s liabilities, and the Company has determined that the valuation of the trust’s assets in their entirety including its retained interests from the securitizations (eliminated in consolidation in accordance with GAAP) should be classified as Level 3 of the fair value hierarchy.
Derivatives
Derivative instruments consist of interest rate contracts and foreign exchange contracts that are generally traded over-the-counter, and are valued using a third-party service provider. Quotations on over-the counter derivatives are not adjusted and are
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
generally valued using observable inputs such as contractual cash flows, yield curve, foreign currency rates and credit spreads, and are classified as Level 2 of the fair value hierarchy. Although credit valuation adjustments, such as the risk of default, rely on Level 3 inputs, these inputs are not significant to the overall valuation of its derivatives. As a result, derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.
Fair Value Hierarchy
Financial assets recorded at fair value on a recurring basis are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table presents financial assets that were accounted for at fair value on a recurring basis as of March 31, 20232024 and December 31, 20222023 by level within the fair value hierarchy (dollars in thousands):
March 31, 2023December 31, 2022
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
March 31, 2024March 31, 2024December 31, 2023
Level 1Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:Assets:
Other assets - PE Investments
Other assets - PE Investments
Other assets - PE InvestmentsOther assets - PE Investments$— $— $2,790 $2,790 $— $— $3,035 $3,035 
Other assets - derivative assetsOther assets - derivative assets— 2,149 — 2,149 — 1,601 — 1,601 
Other assets - derivative assets
Other assets - derivative assets
The following table presents the changes in fair value of financial assets which are measured at fair value on a recurring basis using Level 3 inputs to determine fair value for the three months ended March 31, 20232024 and 20222023 (dollars in thousands):
Three Months Ended March 31,
20232022
Other assets - PE InvestmentsOther assets - PE Investments
Mortgage loans held in securitization trusts(1)
Beginning balance$3,035 $4,406 $813,310 
Distributions/paydowns(245)— (13,300)
Unrealized loss in earnings— — (45,431)
Ending balance$2,790 $4,406 $754,579 

(1)For the three months ended March 31, 2022, the Company recorded an unrealized loss of $45.4 million related to mortgage loans held in securitization trusts, at fair value and an unrealized gain of $45.4 million related to mortgage obligations held in securitization trusts, at fair value.
Three Months Ended March 31,
20242023
Other assets - PE InvestmentsOther assets - PE Investments
Beginning balance$2,251 $3,035 
Distributions/paydowns— (245)
Ending balance$2,251 $2,790 
As of March 31, 20232024 and December 31, 2022,2023, the Company utilized a discounted cash flow model, comparable precedent transactions and other market information to quantify Level 3 fair value measurements on a recurring basis. As of March 31, 20232024 and December 31, 2022,2023, the key unobservable inputs used in the analysis of PE Investments included discount rates with a range of 11.0% to 12.0% and timing and amount of expected future cash flows. Significant increases or decreases in any one of the inputs described above in isolation may result in significantly different fair value of the financial assets and liabilities using such Level 3 inputs.
Fair Value Option
The Company may elect to apply the fair value option of accounting for certain of its financial assets or liabilities due to the nature of the instrument at the time of the initial recognition of the investment. The Company elected the fair value option for PE Investments and eligible financial assets and liabilities of its consolidated Investing VIEs because management believes it is a more useful presentation for such investments. The Company determined recording the PE Investments based on the change in fair value of projected future cash flow from one period to another better represents the underlying economics of the respective investment. As of March 31, 20232024 and December 31, 2022,2023, the Company has elected not to apply the fair value option for any other eligible financial assets or liabilities.




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Fair Value of Financial Instruments
In addition to the above disclosures regarding financial assets or liabilities which are recorded at fair value, GAAP requires disclosure of fair value about all financial instruments. The following disclosure of estimated fair value of financial instruments was determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value.
The following table presents the principal amount, carrying value and fair value of certain financial assets and liabilities as of March 31, 20232024 and December 31, 20222023 (dollars in thousands):
March 31, 2023December 31, 2022
Principal AmountCarrying ValueFair ValuePrincipal AmountCarrying ValueFair Value
March 31, 2024March 31, 2024December 31, 2023
Principal AmountPrincipal AmountCarrying ValueFair ValuePrincipal AmountCarrying ValueFair Value
Financial assets:(1)
Financial assets:(1)
Loans held for investment, net(2)
Loans held for investment, net(2)
Loans held for investment, net(2)
Loans held for investment, net(2)
$3,503,107 $3,349,059 $3,357,271 $3,586,248 $3,468,472 $3,480,001 
Financial liabilities:(1)
Financial liabilities:(1)
Securitization bonds payable, netSecuritization bonds payable, net$1,136,546 $1,132,692 $1,136,546 $1,172,717 $1,167,600 $1,172,717 
Securitization bonds payable, net
Securitization bonds payable, net
Mortgage and other notes payable, netMortgage and other notes payable, net646,041 644,512 624,574 656,568 656,468 656,568 
Master repurchase facilitiesMaster repurchase facilities1,292,176 1,292,176 1,292,176 1,339,993 1,339,993 1,339,993 

(1)The fair value of other financial instruments not included in this table is estimated to approximate their carrying value.
(2)Excludes future funding commitments of $256.3$139.5 million and $263.4$168.2 million as of March 31, 20232024 and December 31, 2022,2023, respectively.
Disclosure about fair value of financial instruments is based on pertinent information available to management as of March 31, 2023.2024. Although management is not aware of any factors that would significantly affect fair value, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.
Loans Held for Investment, Net
For loans held for investment, net, fair values were determined: (i) by comparing the current yield to the estimated yield for newly originated loans with similar credit risk or the market yield at which a third party might expect to purchase such investment; or (ii) based on discounted cash flow projections of principal and interest expected to be collected, which includes consideration of the financial standing of the borrower or sponsor as well as operating results of the underlying collateral. These fair value measurements of CRE debt are generally based on unobservable inputs and, as such, are classified as Level 3 of the fair value hierarchy. Carrying values of loans held for investment are presented net of allowance for loan losses, where applicable.
Securitization Bonds Payable, Net
The Company’s securitization bonds payable, net bear floating rates of interest. As of March 31, 2023,2024, the Company believes the unpaid principal balance approximates fair value. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy.
Mortgage and Other Notes Payable, Net
For mortgage and other notes payable, net, the Company primarily uses rates currently available with similar terms and remaining maturities to estimate fair value. These measurements are determined using comparable U.S. Treasury rates as of the end of the reporting period. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy.
Master Repurchase Facilities
The Company has amounts outstanding under Master Repurchase Facilities. The Master Repurchase Facilities bear floating rates of interest. As of March 31, 2023,2024, the Company believes the carrying value approximates fair value. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy.




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Other
The carrying values of cash and cash equivalents, restricted cash, receivables, and accrued and other liabilities approximate fair value due to their short term nature and credit risk, if any, are negligible.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Nonrecurring Fair Values
The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Adjustments to fair value generally result from the application of lower of amortized cost or fair value accounting for assets held for sale or write-down of asset values due to impairment.
The following tables summarize assets carried at fair value on a nonrecurring basis as of March 31, 20232024 and December 31, 20222023 (dollars in thousands):
March 31, 2023
Level 1Level 2Level 3Total
Loans held for investment, net(1)
$— $— $126,239 $126,239 
March 31, 2024
Level 1Level 2Level 3Total
Loans held for investment, net(1)
$— $— $22,135 $22,135 
Total$— $— $22,135 $22,135 
________________________________________
December 31, 2022
Level 1Level 2Level 3Total
Loans held for investment, net(2)
$— $— $79,596 $79,596 
(1)Refer to Note 3 “Loans Held for Investment, net” for further discussion.
December 31, 2023
Level 1Level 2Level 3Total
Real estate, net$— $— $22,831 $22,831 
Assets held for sale(1)
— — 19,600 19,600 
Total$— $— $42,431 $42,431 

(1)Refer to Note 4 “Real Estate, net and Real Estate Held for Sale” for further discussion.
During the first quarter of 2024, the Company recorded $7.1 million of specific CECL reserves related to a Denver, Colorado multifamily senior loan. The specific CECL reserve was based on the proceeds the Company expects to receive from the borrower’s sale of the property, which is supported by an executed purchase and sale agreement.
During the first quarter of 2023, the Company recorded $55.0$29.9 million of specific CECL reserves. The Company recorded specific CECL reserves of $29.9 million related to one Washington, D.C. office senior loan, $14.5 million related to the Development Mezzanine Loan and $10.6 million related to one Long Island City, New York office senior loan. The Company elected to use aapply the practical expedient, in accordance withafforded to the CECL standardCompany under ASC 326, to determineuse the estimated fair value of the collateral.collateral to determine the specific CECL reserve. The specific CECL reserves for the two office senior loans were based on the estimated fair value of the collateral using a discounted cash flow model and Level 3 inputs which included assuming a rent per square foot ranging from $25 toof $48, a capitalization rate ranging from 6.0% toof 7.5% and a discount rate ranging from 9.0% toof 12.0%. These inputs are based on the location, type and nature of the property, current and prospective leasing data and anticipated market conditions. The specific CECL reserve for the Development Mezzanine Loan was recorded in connection with the amendment and restructuring of the loan in April 2023, which is collateralized by multifamily with a retail component. The specific CECL reserve for the Development Mezzanine Loan was based on the estimated proceeds the Company expects to receive upon the resolution of the asset in three years, using Level 3 inputs which included assuming a rent per square foot ranging from $42 to $60 and a capitalization rate ranging from 5.0% to 7.0%. These inputs are based on the location, type and nature of the property, current and prospective leasing data and anticipated market conditions.
(2)During the third quarter of 2022,2023, the Company recorded $57.2$4.8 million of additional specific CECL reserves related to two Long Island City, New Yorkthe Washington D.C. office senior loans. The Company elected to use a practical expedient in accordance with the CECL standard to determine the estimated fair value of the collateral.loan. The estimated fair value of the collateral was determined by using a discounted cash flow model and Level 3 inputs which included assuming a rent per square foot ranging from $25$44 to $34,$45, a capitalization rate ranging from 6.0% to 6.5%of 7.5% and a discount rate ranging from 9.5% to 12.2%of 12.0%. These inputs are based on the location, type and nature of the property, current and prospective leasing data and anticipated market conditions. During the fourth quarter of 2023, the Company acquired legal title through foreclosure. Refer to Note 4 “Real Estate, net and Real Estate Held for Sale.”
During the fourth quarter of 2023, the Company recorded $7.6 million of impairment related to one Long Island City, New York real estate asset. The impairment was due to a reduction in the estimated holding period of the property and increased capital expenditures. The estimated fair value of the collateral was determined by using a discounted cash flow model and Level 3 inputs, which included assuming a rent per square foot of $25, a capitalization rate of 6.5% and a discount rate of 11.0%. Refer to Note 4 “Real Estate, net and Real Estate Held for Sale” for further discussion.




14.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
13. Derivatives
The Company uses derivative instruments to manage the risk of changes in interest rates and foreign exchange rates, arising from both its business operations and economic conditions. Specifically, the Company enters into derivative instruments to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and cash payments, the values of which are driven by interest rates, principally relating to the Company’s investments. Additionally, the Company’s foreign operations expose the Company to fluctuations in foreign exchange rates. The Company enters into derivative instruments to protect the value or fix certain of these foreign-denominated amounts in terms of its functional currency, the U.S. dollar. Derivative instruments used in the Company’s risk management activities may be designated as qualifying hedge accounting relationships, designated hedges, or non-designated hedges.
As of March 31, 20232024 and December 31, 2022,2023, fair value of derivative assets and derivative liabilities were as follows (dollars in thousands):
Non-Designated Hedges
Non-Designated Hedges
Non-Designated Hedges
March 31, 2024
March 31, 2024
March 31, 2024
Derivative Assets
Derivative Assets
Derivative Assets
Foreign exchange contracts
Foreign exchange contracts
Foreign exchange contracts
Non-Designated Hedges
Included in other assets
March 31, 2023December 31, 2022
Derivative Assets
Foreign exchange contracts$2,148 $1,599 
Interest rate contracts
Included in other assets
Included in other assetsIncluded in other assets$2,149 $1,601 
As of March 31, 2023,2024, the Company’s counterparties do not hold any cash collateral.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table summarizes the Company’s FX forwards and interest rate contracts as of March 31, 20232024 and December 31, 2022:2023:
Type of DerivativesNotional CurrencyNotional Amount (in thousands)Range of Maturity Dates
Non-Designated
March 31, 20232024
FX ForwardNOK94,4672,898 May 2024
December 31, 2023
FX ForwardNOK8,229 February 2024 - May 2024
Interest Rate SwapUSD$163 July 2023
December 31, 2022
FX ForwardNOK99,733 February 2023 - May 2024
Interest Rate SwapUSD$285 July 2023
The table below represents the effect of the derivative financial instruments on the consolidated statements of operations for the three months ended March 31, 2024 and 2023 and 2022 (dollars in thousands):
Three Months Ended March 31,
20232022
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Other gain (loss), net
Other gain (loss), net
Other gain (loss), netOther gain (loss), net
Non-designated foreign exchange contractsNon-designated foreign exchange contracts$651 $(221)
Non-designated foreign exchange contracts
Non-designated foreign exchange contracts
Non-designated interest rate contractsNon-designated interest rate contracts(1)
Non-designated interest rate contracts
Non-designated interest rate contracts
Total
Total
Total
$650 $(213)
Offsetting Assets and Liabilities
The Company enters into agreements subject to enforceable netting arrangements with its derivative counterparties that allow the Company to offset the settlement of derivative assets and liabilities in the same currency by derivative instrument type or, in the event of default by the counterparty, to offset all derivative assets and liabilities with the same counterparty. The Company has elected not to net derivative asset and liability positions, notwithstanding the conditions for right of offset may have been met. The Company presents derivative assets and liabilities with the same counterparty on a gross basis on the consolidated balance sheets.




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table sets forth derivative positions where the Company has a right of offset under netting arrangements with the same counterparty as of March 31, 20232024 and December 31, 20222023 (dollars in thousands):
Gross Amounts of Assets (Liabilities) Included on Consolidated Balance Sheets
Gross Amounts of Assets (Liabilities) Included on Consolidated Balance SheetsGross Amounts of Assets (Liabilities) Included on Consolidated Balance SheetsNet Amounts of Assets (Liabilities)
March 31, 2024
March 31, 2024
March 31, 2024
Derivative Assets
Derivative Assets
Derivative Assets
Foreign exchange contracts
Foreign exchange contracts
Foreign exchange contracts
Gross Amounts of Assets (Liabilities) Included on Consolidated Balance SheetsNet Amounts of Assets (Liabilities)
Gross Amounts of Assets (Liabilities) Included on Consolidated Balance SheetsNet Amounts of Assets (Liabilities)
Derivative Assets
Foreign exchange contracts$2,148 $2,148 
Total
Interest rate contracts
Total
$2,149 $2,149 
December 31, 2022
Derivative Assets
Foreign exchange contracts$1,599 $1,599 
Interest rate contracts
December 31, 2023
$1,601 $1,601 
December 31, 2023
December 31, 2023
Derivative Assets
Derivative Assets
Derivative Assets
Foreign exchange contracts
Foreign exchange contracts
Foreign exchange contracts
Total
Total
Total
The Company did not offset any of its derivatives positions as of March 31, 20232024 and December 31, 2022.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
15.14. Commitments and Contingencies
Lending Commitments
The Company has lending commitments to borrowers pursuant to certain loan agreements in which the borrower may submit a request for funding contingent on achieving certain criteria, which must be approved by the Company as lender, such as leasing, performance of capital expenditures and construction in progress with an approved budget. At March 31, 2023,2024, assuming the terms to qualify for future fundings, if any, had been met, total unfunded lending commitments for loans held for investment were $248.8$131.9 million for senior loans and $7.5$7.6 million for mezzanine loans. At December 31, 2022,2023, total unfunded lending commitments for loans held for investment were $258.5$155.4 million for senior loans and $4.9$12.8 million for mezzanine loans.
Ground Lease Obligation
The Company’s operating leases include ground leases acquired with real estate.
At March 31, 20232024 and December 31, 2022,2023, the weighted average remaining lease term was 13.712.3 years and 13.714.3 years for ground leases, respectively.
The following table presents ground lease expense, included in property operating expense, for the three months ended March 31, 20232024 and 20222023 (dollars in thousands):
Three Months Ended March 31,
20232022
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Operating lease expense:
Operating lease expense:
Operating lease expense:Operating lease expense:
Minimum lease expenseMinimum lease expense$777 $768 
Minimum lease expense
Minimum lease expense
Variable lease expenseVariable lease expense— — 
$777 $768 
Variable lease expense
Variable lease expense
$
$
$




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The operating lease liability for ground leases was determined using a weighted average discount rate of 5.3%5.4%. The following table presents future minimum rental payments, excluding contingent rents, on noncancellable ground leases on real estate as of March 31, 20232024 (dollars in thousands):
Remainder of 2023$2,332 
20242,213 
Remainder of 2024
Remainder of 2024
Remainder of 2024
202520252,148 
202620262,073 
202720271,755 
2028 and thereafter15,499 
2028
2029 and thereafter
Total lease paymentsTotal lease payments26,020 
Less: Present value discountLess: Present value discount8,419 
Operating lease liability (Note 7)$17,601 
Operating lease liability (Note 6)
For these ground leases, the Company has elected the practical expedient to combine lease and related nonlease components as a single lease component.
Office Lease
At March 31, 2024 and December 31, 2023, the weighted average remaining lease term was 5.65.1 years for thand 5.3 years efor office leases, whichrespectively. The office leases are located in New York, New York and Los Angeles, California.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
For the three months ended March 31, 20232024 and 2022,2023, the following table summarizes lease expense, included in operating expense (dollars in thousands):
Three Months Ended March 31,
20232022
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Corporate Offices
Corporate Offices
Corporate OfficesCorporate Offices
Operating lease expense:Operating lease expense:
Operating lease expense:
Operating lease expense:
Fixed lease expense
Fixed lease expense
Fixed lease expense Fixed lease expense$315 $200 
$
$315 $200 
$
$
The operating lease liability for the office leases werewas determined using a weighted average discount rate of 2.36%. As of March 31, 2023,2024, the Company’s future operating lease commitments for the corporate office leases were as follows (dollars in thousands):
Corporate Offices(1)
Remainder of 2023$961 
20241,293 
20251,308 
20261,323 
20271,339 
2028 and thereafter1,729 
  Total lease payments7,953 
Less: Present value discount557
  Operating lease liability (Note 7)$7,396 
__________________________________________
Corporate Offices
Remainder 2024$972 
20251,308 
20261,323 
20271,339 
20281,155 
2029 and thereafter574 
  Total lease payments6,671 
Less: Present value discount395 
  Operating lease liability (Note 6)$6,276 
(1)The Company entered into a Los Angeles, California office lease in the first quarter of 2022, with rent payments beginning in 2023.
For these office leases, the Company has elected the practical expedient to combine lease and related nonlease components as a single lease component.




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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Litigation and Claims
The Company may be involved in litigation and claims in the ordinary course of the business. As of March 31, 2023,2024, the Company was not involved in any legal proceedings that are expected to have a material adverse effect on the Company’s results of operations, financial position, or liquidity.
16.15. Segment Reporting
The Company presents its business withinas one portfolio through the following business segments:
Senior, and Mezzanine Loans and Preferred EquityEquity—CRE debt investments including senior loans,and mezzanine loans, and preferred equity interests as well as participations in such loans.
Net Leased and Other Real EstateEstate—direct investments in CRE with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance, capital expenditures and real estate taxes. It also includes other real estate, currently consisting of two investments with direct ownership in commercial real estate, with an emphasis on properties with stable cash flow.
CRE Debt Securitiesinvestments previously consistedflow and five additional properties that the Company acquired through foreclosure or deed-in-lieu of BBB and some BB rated CMBS (including Non-Investment Grade “B-pieces” of a CMBS securitization pool). It currently includes a sub-portfolio of private equity funds.foreclosure.
Corporate and Other—includes corporate-level asset management and other fees including operating expenses related to the Company’s secured revolving credit facility (the “Bank Credit Facility”) and compensation and benefits and restructuring charges.benefits. It also includes a sub-portfolio of private equity funds.
The Company primarily generates revenue from net interest income on the loan and preferred equity portfolio and rental and other income from its net leased and multi-tenant office assets. The Company’s income is primarily derived through the
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
difference between revenue and the cost at which the Company is able to finance its investments. The Company may also acquire investments which generate attractive returns without any leverage.
The following tables present segment reporting for the three months ended March 31, 20232024 and 20222023 (dollars in thousands):
Senior and Mezzanine Loans and Preferred EquityCRE Debt SecuritiesNet Leased and Other Real EstateCorporateTotal
Three Months Ended March 31, 2023
Net interest income (expense)$33,243 $— $— $(289)$32,954 
Senior and Mezzanine Loans and Preferred Equity
Senior and Mezzanine Loans and Preferred Equity
Senior and Mezzanine Loans and Preferred EquityNet Leased and Other Real EstateCorporate and OtherTotal
Three Months Ended March 31, 2024
Interest income
Interest income
Interest income
Interest expense
Property and other incomeProperty and other income— — 22,551 3,056 25,607 
Property operating expenseProperty operating expense— — (5,852)— (5,852)
Transaction, investment and servicing expenseTransaction, investment and servicing expense(501)— (24)(310)(835)
Interest expense on real estateInterest expense on real estate— — (5,509)— (5,509)
Depreciation and amortizationDepreciation and amortization— — (7,938)(58)(7,996)
Increase of current expected credit loss reserveIncrease of current expected credit loss reserve(39,613)— — — (39,613)
Compensation and benefitsCompensation and benefits— — — (8,805)(8,805)
Compensation and benefits
Compensation and benefits
Operating expenseOperating expense(4)— — (3,469)(3,473)
Other gain, netOther gain, net— — 655 — 655 
Income (loss) before equity in earnings of unconsolidated ventures and income taxes(6,875)— 3,883 (9,875)(12,867)
Equity in earnings of unconsolidated ventures9,055 — — — 9,055 
Other gain, net
Other gain, net
Loss before equity in earnings of unconsolidated ventures and income taxes
Income tax expenseIncome tax expense(40)(5)(345)— (390)
Net income (loss)$2,140 $(5)$3,538 $(9,875)$(4,202)
Income tax expense
Income tax expense
Net loss


Senior and Mezzanine Loans and Preferred EquityCRE Debt SecuritiesNet Leased and Other Real EstateCorporateTotal
Three Months Ended March 31, 2022
Net interest income (expense)$29,365 $886 $— $(866)$29,385 
Property and other income121 133 24,168 22 24,444 
Property operating expense— — (6,724)— (6,724)
Transaction, investment and servicing expense(1,051)— (100)27 (1,124)
Interest expense on real estate— — (7,556)— (7,556)
Depreciation and amortization— — (8,551)(43)(8,594)
Decrease of current expected credit loss reserve866 — — — 866 
Compensation and benefits— — — (8,225)(8,225)
Operating expense(152)(40)(32)(4,125)(4,349)
Other gain (loss), net(129)— 10,369 48 10,288 
Income (loss) before equity in earnings of unconsolidated ventures and income taxes29,020 979 11,574 (13,162)28,411 
Equity in earnings of unconsolidated ventures25 — — — 25 
Income tax benefit (expense)63 — (99)— (36)
Net income (loss)$29,108 $979 $11,475 $(13,162)$28,400 

The following table presents total assets by segment as of March 31, 2023 and December 31, 2022 (dollars in thousands):
Total AssetsSenior and Mezzanine Loans and Preferred Equity
CRE Debt Securities(1)
Net Leased and Other Real Estate
Corporate(2)
Total
March 31, 2023$3,445,340 $15,415 $842,203 $301,055 $4,604,013 
December 31, 20223,580,912 15,459 864,856 289,162 4,750,389 

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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Senior and Mezzanine Loans and Preferred EquityNet Leased and Other Real EstateCorporate and OtherTotal
Three Months Ended March 31, 2023
Interest income$75,607 $$$75,616 
Interest expense(42,364)(7)(291)(42,662)
Property and other income— 22,551 3,056 25,607 
Property operating expense— (5,852)— (5,852)
Transaction, investment and servicing expense(501)(24)(310)(835)
Interest expense on real estate— (5,509)— (5,509)
Depreciation and amortization— (7,938)(58)(7,996)
Increase of current expected credit loss reserve(39,613)— — (39,613)
Compensation and benefits— — (8,805)(8,805)
Operating expense(4)— (3,469)(3,473)
Other gain, net— 655 — 655 
Income (loss) before equity in earnings of unconsolidated ventures and income taxes(6,875)3,883 (9,875)(12,867)
Equity in earnings of unconsolidated ventures9,055 — — 9,055 
Income tax expense(40)(345)(5)(390)
Net income (loss)$2,140 $3,538 $(9,880)$(4,202)

The following table presents total assets by segment as of March 31, 2024 and December 31, 2023 (dollars in thousands):
Total AssetsSenior and Mezzanine Loans and Preferred EquityNet Leased and Other Real Estate
Corporate and Other(1)
Total
March 31, 2024$2,808,978 $922,763 $214,805 $3,946,546 
December 31, 20233,003,639 934,100 260,515 4,198,254 

(1)Includes PE Investments totaling $2.8 million and $3.0$2.3 million as of March 31, 20232024 and December 31, 2022, respectively.
(2)Includes2023, and cash, unallocated receivables and deferred costs and other assets, net.
Geography
Geography is generally defined as the location in which the income producing assets reside or the location in which income generating services are performed. Geography information on total income includes equity in earnings of unconsolidated ventures. Geography information on total income and long-lived assets are presented as follows (dollars in thousands):
Three Months Ended March 31,
20232022
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Total income by geography:
Total income by geography:
Total income by geography:Total income by geography:
United StatesUnited States$105,556 $73,445 
United States
United States
Europe
Europe
EuropeEurope4,722 4,969 
Total(1)
Total(1)
$110,278 $78,414 
Total(1)
Total(1)


March 31, 2023December 31, 2022
Long-lived assets by geography:
United States$528,266 $532,380 
Europe237,589 254,068 
Total(2)
$765,855 $786,448 


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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

March 31, 2024December 31, 2023
Long-lived assets by geography:
United States$623,430 $629,663 
Europe220,591 237,293 
Total(2)
$844,021 $866,956 

(1)Includes interest income, interest income on mortgage loans held in securitization trusts, property and other income and equity in earnings of unconsolidated ventures.
(2)Long-lived assets are comprised of real estate and real estate-related intangible assets, and excludes financial instruments and assets held for sale.
17.16. Earnings Per Share
The Company’s net income (loss) and weighted average shares outstanding for the three months ended March 31, 20232024 and 20222023, consist of the following (dollars in thousands, except per share data):
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Net loss
Net loss
Net loss
Net loss attributable to noncontrolling interests:
Net loss attributable to noncontrolling interests:
Net loss attributable to noncontrolling interests:
Investment Entities
Investment Entities
Investment Entities
Three Months Ended March 31,
Net loss attributable to BrightSpire Capital, Inc. common stockholders
20232022
Net income (loss)$(4,202)$28,400 
Net (income) loss attributable to noncontrolling interests:
Investment Entities75 (22)
Operating Partnership— (654)
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$(4,127)$27,724 
Net loss attributable to BrightSpire Capital, Inc. common stockholders
Net loss attributable to BrightSpire Capital, Inc. common stockholders
Numerator:
Numerator:
Numerator:Numerator:
Net (income) loss allocated to participating securities (non-vested shares)Net (income) loss allocated to participating securities (non-vested shares)$— $(110)
Net income (loss) attributable to common stockholders$(4,127)$27,614 
Net (income) loss allocated to participating securities (non-vested shares)
Net (income) loss allocated to participating securities (non-vested shares)
Net loss attributable to common stockholders
Net loss attributable to common stockholders
Net loss attributable to common stockholders
Denominator:
Denominator:
Denominator:Denominator:
Weighted average shares outstanding - basic(1)
Weighted average shares outstanding - basic(1)
126,665 128,758 
Weighted average shares outstanding - basic(1)
Weighted average shares outstanding - basic(1)
Weighted average shares outstanding - diluted(2)
Weighted average shares outstanding - diluted(2)
Weighted average shares outstanding - diluted(2)
Weighted average shares outstanding - diluted(2)
126,665 129,745 
Net income (loss) per common share - basic and diluted$(0.03)$0.21 
Net loss per common share - basic
Net loss per common share - basic
Net loss per common share - basic
Net loss per common share - diluted
Net loss per common share - diluted
Net loss per common share - diluted

(1)The outstanding shares used to calculate the weighted average basic shares outstanding exclude 2,811,0742,705,281 and 981,6322,811,074 of restricted stock awards as of March 31, 20232024 and March 31, 2022,2023, net of forfeitures, respectively, as those shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic net income (loss) per common share.
(2)The calculation of diluted earnings per share for the three months ended March 31, 2024 and March 31, 2023excludes the effect of weighted average unvested non-participating restricted shares of 2,773,297 and 2,537,125, respectively, as the effect would be antidilutive.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
18.17. Subsequent Events
Dividends
In April 2023,2024, the Company paid a quarterly cash dividend of $0.20 per share of its Class A common stock for the quarter ended March 31, 2023,2024, to stockholders of record on March 29, 2024.
Loan Origination
Subsequent to March 31, 2023.
Development Mezzanine Loan
In April 2023,2024, the Company amended the Development Mezzanine Loan, bifurcating it intooriginated one senior mortgage loan with a $30.2total commitment and initial funding of $9.2 million Mezzanine A note (the “Mezzanine A Note”) and a $14.5 million Mezzanine B note (the “Mezzanine B Note”) to facilitate a new equity contribution from the borrower behind the Mezzanine A Note and aheadspread of the Mezzanine B Note. As part of the restructuring, the Company extended the terms of both the Mezzanine A Note and Mezzanine B Note to be conterminous with the senior loan which was extended to March 2025, with an additional one-year extension option to March 2026. In connection with this amendment and restructuring of the loan in April 2023, during the first quarter of 2023, the Company recorded a specific CECL reserve of $14.5 million based on the estimated proceeds the Company expects to receive upon the resolution of the asset. Additionally, the Company placed the Mezzanine B Note on nonaccrual status in April 2023.
Share Repurchase Program
In April 2023, the Company’s board of directors authorized the Stock Repurchase Program under which the Company may repurchase up to $50.0 million of its outstanding Class A common stock until April 30, 2024. The Stock Repurchase Program replaces the prior repurchase program authorization which expired on April 30, 2023.SOFR plus 9.75%.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes thereto, which are included in Item 1 of this Quarterly Report, as well as the information contained in our Form 10-K for the year ended December 31, 2022,2023, which is accessible on the SEC’s website at www.sec.gov.
Introduction
We are a commercial real estate (“CRE”) credit real estate investment trust (“REIT”) focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which is our primary investment strategy. Additionally, we may also selectively originate mezzanine loans and preferred equity investments, which may include profit participations. The mezzanine loans and preferred equity investments may be in conjunction with our origination of corresponding first mortgages on the same properties. Net leased properties consist of CRE properties with long-term leases to tenants on a net-lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance capital expenditures and real estate taxes. We continue to target net leased equity investments on a selective basis.
We were organized in the state of Maryland on August 23, 2017 and maintain key offices in New York, New York and Los Angeles, California. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 2018. We conduct all our activities and hold substantially all our assets and liabilities through our operating subsidiary, BrightSpire Capital Operating Company, LLC (the “OP”).
Our Target Assets
Our investment strategy is to originate and selectively acquire our target assets, which consist of the following:
Senior Loans. Our primary focus is originating and selectively acquiring senior loans that are backed by CRE assets. These loans are secured by a first mortgage lien on a commercial property and provide mortgage financing to a commercial property developer or owner. The loans may vary in duration, bear interest at a fixed or floating rate and amortize, if at all, over varying periods, often with a balloon payment of principal at maturity. Senior loans may include junior participations in our originated senior loans for which we have syndicated the senior participations to other investors and retained the junior participations for our portfolio. We believe these junior participations are more like the senior loans we originate than other loan types given their credit quality and risk profile.
Mezzanine Loans. We may originate or acquire mezzanine loans, which are structurally subordinate to senior loans, but senior to the borrower’s equity position. Generally, we will originate or acquire these loans if we believe we have the ability to protect our position and fund the first mortgage, if necessary. Mezzanine loans may be structured such that our return accrues and is added to the principal amount rather than paid on a current basis. We may also pursue equity participation opportunities in instances when the risk-reward characteristics of the investment warrant additional upside participation in the possible appreciation in value of the underlying assets securing the investment.
Preferred Equity. We may make investments that are subordinate to senior and mezzanine loans, but senior to the common equity in the mortgage borrower. Preferred equity investments may be structured such that our return accrues and is added to the principal amount rather than paid on a current basis. We also may pursue equity participation opportunities in preferred equity investments, like such participations in mezzanine loans.
Net Leased and Other Real Estate. We may occasionally invest directly in well-located commercial real estate with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance capital expenditures and real estate taxes. In addition, tenants of our properties typically pay rent increases based on: (1) increases in the consumer price index (typically subject to ceilings), (2) fixed increases, or (3) additional rent calculated as a percentage of the tenants’ gross sales above a specified level. We believe that a portfolio of properties under long-term, net lease agreements generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income.
Our operating segments include seniorare Senior and mezzanine loansMezzanine Loans and preferred equity, net leasedPreferred Equity, Net Leased and other real estate,Other Real Estate, all of which are included in our target assets, and CRE debt securitiesCorporate and corporate.Other.
The allocation of our capital among our target assets will depend on prevailing market conditions at the time we invest and may change over time in response to different prevailing market conditions. In addition, in the future, we may invest in assets other than our target assets or change our target assets. With respect to all our investments, we invest so as to maintain our
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qualification as a REIT for U.S. federal income tax purposes and our exclusion or exemption from regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
We believe that events in the financial markets from time to time, including the ongoing impactlingering impacts of the COVID-19 pandemic, have created and will continue to create dislocation between price and intrinsic value in certain asset classes as well as a supply and demand imbalance of available credit to finance these assets. We believe that our in-depth understanding of CRE and real estate-related investments, in-house underwriting, asset management and resolution capabilities, provides an extensive platform to regularly evaluate our investments and determine primary, secondary or alternative disposition strategies. This includes intermediate servicing and negotiating, restructuring of non-performing investments, foreclosure considerations, management or development of owned real estate, in each case to reposition and achieve optimal value realization for us and our stockholders. Depending on the nature of the underlying investment, we may pursue repositioning strategies through judicious capital investment in order to extract maximum value from the investment or recognize unanticipated losses to reinvest resulting liquidity in higher-yielding performing investments.
Our Business Segments
We present our business as one portfolio. We conduct our operationsportfolio through the following business segments:
Senior and Mezzanine Loans and Preferred Equity—CRE debt investments including senior loans, mezzanine loans, and preferred equity interests as well as participations in such loans.
Net Leased and Other Real Estate—direct investments in commercial real estate with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance, capital expenditures and real estate taxes. It also includes other real estate, currently consisting of two investments with direct ownership in commercial real estate, with an emphasis on properties with stable cash flow.flow, and five additional properties that we acquired through foreclosure or deed-in-lieu of foreclosure.
CRE Debt Securities— securities investments previously consisting of BBBCorporate and some BB rated CMBS (including Non-Investment Grade “B-pieces” of a CMBS securitization pool). It currently only includes a sub-portfolio of private equity funds.
Corporate—Other—includes corporate-level asset management and other fees including expenses related to our secured revolving credit facility (the “Bank Credit Facility”), and compensation and benefits and restructuring charges.benefits. It also includes a sub-portfolio of private equity funds.
Significant Developments
During the three months ended March 31, 2023,2024, and through May 2, 2023,April 30, 2024, significant developments affecting our business and results of operations of our portfolio included the following:
Capital Resources
As of the date of this report, we have approximately $424.0$323.0 million of liquidity, consisting of $259.0$158.0 million cash and cash equivalents on hand and $165.0 million available on our Bank Credit Facility; and
Declared and paid a first quarter dividend of $0.20 per share dividend on April 17, 2023.15, 2024; and
Extended the maturity on our Bank 2 Master Repurchase Facility to April 2027, inclusive of a one-year extension option.
Our Portfolio
Generated GAAP net loss of $4.1$57.1 million, or $(0.03)$(0.45) per basic and diluted share, Distributable Earnings (Loss) of $11.5$22.5 million, or $(0.09)$0.17 per share and Adjusted Distributable Earnings of $34.5$29.7 million or $0.27$0.23 per share for the three months ended March 31, 2023;2024;
For the three months ended March 31, 2023,2024, we:
Received loan repayment proceeds of $114.3 million from four loans;
Recorded $7.1 million in specific current expected credit loss (“CECL”) reserves of $55.0 million related to twoone senior loansloan collateralized by a multifamily property. The specific CECL reserve was based on the proceeds we expect to receive from the borrower’s sale of the property, which is supported by an executed purchase and one mezzanine loan; (refer to “Our Portfolio - Asset Specific Loan Summaries” section for further discussion);sale agreement;
We realizedRecorded a one-time gain fromnet increase in our ratable sharegeneral CECL reserves of dispute resolution proceeds$67.3 million. At March 31, 2024, our general CECL reserve for our outstanding loans and future loan funding commitments is $143.7 million, which is 4.88% of approximately $9.0 million from the senior mezzanine lenderaggregate commitment amount of our prior Los Angeles, California mixed-use project construction mezzanine loan and retained B-participation investment. In connection with the settlement, effective January 26, 2023, we have no further interest in the loan or investment;portfolio, excluding loans that were evaluated for specific CECL reserves;
Received loan repayment proceeds of $101.2 million from four loans;
In April 2023, we amended and restructured a developmentPlaced one mezzanine loan to bifurcate it into a $30.2 million mezzanine A note and a $14.5 million mezzanine B note (the “Mezzanine B Note”). We subsequently placed the Mezzanine B Note on nonaccrual status (refer to “Our Portfolio - Asset Specific Loan Summaries” sectionand as a result are no longer recording paid-in-kind interest;
Extended 15 loans eligible for further discussion);certain maturity events, which represent $572.9 million of unpaid principal balance at March 31, 2024; and
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Subsequent to March 31, 2023, we placed the second2024, we:
Placed one mezzanine loan with a carrying value of our two Long Island City, New York Office Senior Loans$8.9 million on nonaccrual status (refer to “Our Portfolio - Asset Specific Loan Summaries” section for further discussion)and as a result are no longer recording paid-in-kind interest; and
Originated one senior loan with a total commitment and initial funding of $9.2 million and a spread of SOFR plus 9.75%.
Trends Affecting Our Business
Global Markets
The currentAlthough global markets are characterized by volatility, driven by a tighteningshowed signs of monetary policystabilization and geopolitical uncertainty, coupled with the ongoing impacts of COVID-19. In responseinflationary pressure may be moderating due to heightened inflation, the Federal Reserve continues to raiseincreased interest rates which has temperedthrough the loan financing market and created further uncertainty for the economy and for our borrowers and tenants. These current macroeconomic conditions may continue or intensify. This may cause the United States economy or other global economies to experience an economic slowdown or recession. While we monitor macroeconomic conditions closely, we believe there are too manyend of 2023, CRE value uncertainties, to predict and quantify the full impact that these factors may have on our business.
Office Property Market
The market for office properties was particularly negatively impacted byaftershock of the COVID-19 pandemic and remains distressed, with increasesgeopolitical unrest continue to contribute to market volatility. Generationally high interest rates have continued to negatively impact transaction activity in vacancy as newly developed or renovated properties become available for leasingthe real estate market and high overall vacancycorrespondingly the loan financing and refinancing opportunities. While the Federal Reserve is expected to begin lowering interest rates duein 2024, current expectations have shifted to anticipating fewer interest rate cuts during the normalization of work from homeyear than originally anticipated and that such interest rate cuts may not occur until later in the hybrid attendance model. As a result of fewer employees commuting to their offices, businesses are re-evaluating their need for physical office space. year than originally anticipated.To the extent certain of our borrowers are experiencing significant financial dislocation as a result of economic conditions, we have and may continue to consider the use of interest and other reserves and/or replenishment obligations of the borrower and/or guarantors to meet current interest payment obligations for a limited period. The market for office properties was particularly negatively impacted by the COVID-19 pandemic and continues to experience headwinds driven by the normalization of work from home and hybrid work arrangements and elevated costs to operate or reconfigure office properties. These factors have largely resulted in lower demand for office space and driven rising vacancy rates. Given the uncertainty in the office market, there is risk of future valuation impairment or investment loss on our loans secured by office properties. Similarly, these trends may impact our ability to manage debt covenant tests, maturity dates and/or seek suitable refinancing opportunities on certain of our office property equity investments, which may adversely impact valuation assessments and cash flow generated by such investments.
While macroeconomic conditions continue to be challenged, we cannot predict whether they will in fact improve or even intensify. Due to the inherent uncertainty of these conditions, their impact on our business is difficult to predict and quantify.
Factors Impacting Our Operating Results
Our results of operations are affected by a number of factors and depend primarily on, among other things, the ability of the borrowers of our assets to service our debt as it is due and payable, the ability of our tenants to pay rent and other amounts due under their leases, our ability to actively and effectively service any sub-performing and non-performing loans and other assets we may have from time to time in our portfolio, the market value of our assets and the supply of, and demand for, CRE senior loans, mezzanine loans, preferred equity, debt securities, net leased properties and our other assets, and the level of our net operating income (“NOI”). Our net interest income, which includes the amortization of purchase premiums and the accretion of purchase discounts, varies primarily as a result of changes in market interest rates, prepayment rates and frequency on our CRE loans and the ability of our borrowers to make scheduled interest payments. Interest rates and prepayment rates vary according to the type of investment, conditions in the financial markets, creditworthiness of our borrowers, competition and other factors, none of which can be predicted with any certainty. Our net property operating income depends on our ability to maintain the historical occupancy rates of our real estate equity investments, lease currently available space and continue to attract new tenants.
Changes in fair value of our assets
We consider and treat our assets as long-term investments. As a result, we do not expect that changes in market value will impact our operating results. However, at least on a quarterly basis, we assess both our ability and intent to hold such assets for the long-term. As part of this process, we monitor our assets for impairment. A change in our ability and/or intent to continue to hold any of our assets may result in our recognizing an impairment charge or realizing losses upon the sale of such investments.
Changes in market interest rates
With respect to our proposed business operations, increases in interest rates, in general, may over time cause:
the value of our fixed-rate investments to decrease;
prepayments on certain assets in our portfolio to slow, thereby slowing the amortization of our purchase premiums and the accretion of our purchase discounts;
coupons on our floating and adjustable-rate mortgage loans to reset, although on a delayed basis, to higher interest rates;




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interest rate caps required by our borrowers to increase in cost;
borrowers’ unwillingness to purchase new interest rate caps at loan maturity to qualify for an extension;
financial hardship to our borrowers, whose ability to service their debt as it is due and payable and to pass maturity extension tests may be materially adversely impacted, resulting in foreclosures;
to the extent we use leverage to finance our assets, the interest expense associated with our borrowings to increase; and
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to the extent we enter into interest rate swap agreements as part of our hedging strategy, the value of these agreements to increase.
Conversely, decreases in interest rates, in general, may over time cause:
the value of the fixed-rate assets in our portfolio to increase;
prepayments on certain assets in our portfolio to increase, thereby accelerating the amortization of our purchase premiums and the accretion of our purchase discounts;
to the extent we enter into interest rate swap agreements as part of our hedging strategy, the value of these agreements to decrease;
coupons on our floating and adjustable-rate mortgage loans to reset, although on a delayed basis, to lower interest rates; and
to the extent we use leverage to finance our assets, the interest expense associated with our borrowings to decrease.
Credit risk
We are subject to varying degrees of credit risk in connection with our target assets. We seek to mitigate this risk by seeking to acquire high quality assets, at appropriate prices given anticipated and unanticipated losses and by employing a comprehensive review and asset selection process and by careful ongoing monitoring of acquired assets. Nevertheless, unanticipated credit losses could occur, which could adversely impact our operating results.
Size of investment portfolio
The size of our portfolio, as measured by the aggregate principal balance of our commercial mortgage loans, other commercial real estate-related debt investments and the other assets we own, is also a key revenue driver. Generally, as the size of our portfolio grows, the amount of interest income we earn increases. However, a larger portfolio may result in increased expenses to the extent that we incur additional interest expense to finance our assets.
Our Portfolio
As of March 31, 2023,2024, our portfolio consisted of 111101 investments representing approximately $4.1$3.7 billion in carrying value (based on our share of ownership and excluding cash, cash equivalents and certain other assets). Our senior and mezzanine loans and preferred equity consisted of 10085 senior and mezzanine loans mezzanine and preferred loans and hadwith a weighted average cash coupon of 3.8%3.6% and a weighted average all-in unlevered yield of 8.8%9.2%. Our net leased and other real estate consisted of approximately 6.47.0 million total square feet of space and total first quarter 20232024 NOI of that portfolio was approximately $16.3 million. Refer to “Non-GAAP Supplemental Financial Measures” below for further information on NOI.
As of March 31, 2023,2024, our portfolio consisted of the following investments (dollars in thousands):
Count(1)
Carrying value
(Consolidated)
Carrying value
(at BRSP share)(2)
Net carrying value (Consolidated)(3)
Net carrying value (at BRSP share)(4)
Count(1)
Count(1)
Carrying value
(Consolidated)
Carrying value
(at BRSP share)(2)
Net carrying value (Consolidated)(3)
Net carrying value (at BRSP share)(4)
Our PortfolioOur Portfolio
Senior loansSenior loans93 $3,258,992 $3,258,992 $802,416 $802,416 
Senior loans
Senior loans
Mezzanine loansMezzanine loans101,006 101,006 101,006 101,006 
Preferred equity22,72322,72322,72322,723
Subtotal
Subtotal
Subtotal Subtotal100 3,382,721 3,382,721 926,145 926,145 
Net leased real estateNet leased real estate589,411 589,411 144,611 144,611 
Other real estateOther real estate171,951 158,876 (1,439)(1,616)
Private equity interestsPrivate equity interests2,790 2,790 2,790 2,790 
Total/Weighted average Our PortfolioTotal/Weighted average Our Portfolio111 $4,146,873 $4,133,798 $1,072,107 $1,071,930 

(1)Count for net leased real estate and other real estate represents number of investments.
(2)Carrying value at our share represents the proportionate carrying value based on ownership by asset as of March 31, 2023.2024.




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(3)Net carrying value represents carrying value less any associated financing as of March 31, 2023.2024.
(4)Net carrying value at our share represents the proportionate carrying value based on asset ownership less any associated financing based on ownership as of March 31, 20232024.

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Underwriting Process
We use an investment and underwriting process that has been developed by our senior management team leveraging their extensive commercial real estate expertise over many years and real estate cycles. The underwriting process focuses on some or all of the following factors designed to ensure each investment is evaluated appropriately: (i) macroeconomic conditions that may influence operating performance; (ii) fundamental analysis of underlying real estate, including tenant rosters, lease terms, zoning, necessary licensing, operating costs and the asset’s overall competitive position in its market; (iii) real estate market factors that may influence the economic performance of the investment, including leasing conditions and overall competition; (iv) the operating expertise and financial strength and reputation of a tenant, operator, partner or borrower; (v) the cash flow in place and projected to be in place over the term of the investment and potential return; (vi) the appropriateness of the business plan and estimated costs associated with tenant buildout, repositioning or capital improvements; (vii) an internal and third-party valuation of a property, investment basis relative to the competitive set and the ability to liquidate an investment through a sale or refinancing; (viii) review of third-party reports including appraisals, engineering and environmental reports; (ix) physical inspections of properties and markets; (x) the overall legal structure of the investment, contractual implications and the lenders’ rights; and (xi) the tax and accounting impact.
Loan Risk Rankings
In addition to reviewing loans held for investment for impairment quarterly, we evaluate loans held for investment to determine if a current expected credit losses reserve should be established. In conjunction with this review, we assess the risk factors of each senior and mezzanine loans and preferred equityloan and assign a risk ranking based on a variety of factors, including, without limitation, underlying real estate performance and asset value, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include loan-to-value ratios, debt service coverage ratios, loan structure, real estate and credit market dynamics, and risk of default or principal loss. Based on a five-point scale, our loans held for investment are rated “1” through “5,” from less risk to greater risk. At the time of origination or purchase, loans held for investment are ranked as a “3” and will move accordingly going forward based on the ratings which are defined as follows:
1.Very Low Risk—The loan is performing as agreed. The underlying property performance has exceeded underwritten expectations with very strong NOI, debt service coverage ratio, debt yield and occupancy metrics. Sponsor is investment grade, very well capitalized, and employs a very experienced management team.Risk
2.Low Risk—The loan is performing as agreed. The underlying property performance has met or exceeds underwritten expectations with high occupancy at market rents, resulting in consistent cash flow to service the debt. Strong sponsor that is well capitalized with an experienced management team.Risk
3.Average Risk—The loan is performing as agreed. The underlying property performance is consistent with underwriting expectations. The property generates adequate cash flow to service the debt, and/or there is enough reserve or loan structure to provide time for sponsor to execute the business plan. Sponsor has routinely met its obligations and has experience owning/operating similar real estate.Medium Risk
4.High Risk/Delinquent/Potential for Loss—TheA loan is in excess of 30 days delinquent and/or has a risk of a principal loss. The underlying property performance is behind underwritten expectations. Loan covenants may require occasional waivers/modifications. Sponsor has been unable to execute its business plan and local market fundamentals have deteriorated. Operating cash flow is not sufficient to service the debt and debt service payments may be coming from sponsor equity/loan reserves.
5.Impaired/Defaulted/Loss Likely—The loan is in default, or a default is imminent, andthat has a high risk of realizing a principal loss.
5.Impaired/Loss Likely—A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss. The underlying property performance is significantly worse than underwritten expectation and sponsor has failed
At March 31, 2024, our weighted average risk ranking remained unchanged at 3.2 compared to execute its business plan. The property has significant vacancy and current cash flow does not support debt service. Local market fundamentals have significantly deteriorated resulting in depressed comparable property valuations versus underwriting.
December 31, 2023. During the first quarter of 2023, two loans changed to a2024, we had the following risk ranking ofactivity for risk ranked 4 and 5 from a risk ranking of 4, two loans changedassets:
Downgrades: one multifamily loan and one office loan were downgraded to a risk ranking of 4 from a risk ranking of 3, and one loan changed to a risk ranking of 3 from a risk ranking of 2. Additionally, one loan changed to a risk ranking of 4 from a risk ranking of 5 and two loans changed to a risk ranking of 3 from a risk ranking of 4. Two loans with a risk ranking of 2 and one loan with a risk ranking of 3 were repaid, and one mezzanine loan with a risk ranking of 5 was resolved. As a result, our weighted average risk ranking at March 31, 2023 is unchanged from December 31, 2022 at 3.2.3.

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Senior and Mezzanine Loans and Preferred Equity
The following tables provides a summary of our senior loans,and mezzanine loans and preferred equity based on our internal risk rankings, collateral property type and geographic distribution as of March 31, 20232024 (dollars in thousands):
Carrying Value (at BRSP share)(1)
Carrying Value (at BRSP share)(1)
Carrying Value (at BRSP share)(1)
Carrying Value (at BRSP share)(1)
Risk Ranking
Risk Ranking
Risk RankingRisk RankingCount
Senior loans(2)
Mezzanine loansPreferred EquityTotal% of TotalCountSenior loansMezzanine loansTotal% of Total
2$119,708 $— $— $119,708 3.5 %
3
3
3383 2,637,311 29,249 22,723 2,689,283 79.5 %73 $$2,201,953 $$86,510 $$2,288,463 80.8 80.8 %
44434,013 13,478 — 447,491 13.2 %411 519,837 519,837 — — 519,837 519,837 18.4 18.4 %
5596,000 30,239 — 126,239 3.7 %522,135 22,135 — — 22,135 22,135 0.8 0.8 %
100 $3,287,032 $72,966 $22,723 $3,382,721 100.0 %
85 85 $2,743,925 $86,510 $2,830,435 100.0 %
Weighted average risk rankingWeighted average risk ranking3.2
Weighted average risk ranking
Weighted average risk ranking3.2

(1)Carrying value at our share represents the proportionate carrying value based on ownership by asset as of March 31, 2023.2024.
(2)Includes one mezzanine loan totaling $28.0 million where we are also the senior lender.
Carrying value (at BRSP share)
Carrying value (at BRSP share)
Carrying value (at BRSP share)
Carrying value (at BRSP share)
Collateral property type
Collateral property type
Collateral property typeCollateral property typeCountSenior loansMezzanine loansPreferred EquityTotal% of TotalCountSenior loansMezzanine loansTotal% of Total
MultifamilyMultifamily56 $1,579,925 $59,488 $22,723 $1,662,136 49.1 %Multifamily51 $$1,475,973 $$65,119 $$1,541,092 54.4 54.4 %
OfficeOffice33 1,093,804 1,028 — 1,094,832 32.4 %Office25 837,875 837,875 8,941 8,941 846,816 846,816 29.9 29.9 %
HotelHotel382,232 40,490 — 422,722 12.5 %Hotel208,008 208,008 12,450 12,450 220,458 220,458 7.8 7.8 %
Other (Mixed-use)(1)
Other (Mixed-use)(1)
151,699 — — 151,699 4.5 %
Other (Mixed-use)(1)
186,450 186,450 — — 186,450 186,450 6.6 6.6 %
IndustrialIndustrial51,332 — — 51,332 1.5 %Industrial35,619 35,619 — — 35,619 35,619 1.3 1.3 %
TotalTotal100 $3,258,992 $101,006 $22,723 $3,382,721 100.0 %Total85 $$2,743,925 $$86,510 $$2,830,435 100.0 100.0 %

(1)Other includes commercial and residential development and predevelopment assets.

Carrying value (at BRSP share)
Carrying value (at BRSP share)
Carrying value (at BRSP share)
Carrying value (at BRSP share)
Region
Region
RegionRegionCountSenior loansMezzanine loansPreferred EquityTotal% of TotalCountSenior loansMezzanine loansTotal% of Total
US WestUS West42 $1,455,803 $83,079 $22,723 $1,561,605 46.2 %US West34 $$1,160,551 $$60,700 $$1,221,251 43.1 43.1 %
US SouthwestUS Southwest37 1,113,392 4,449 — 1,117,841 33.0 %US Southwest34 1,057,736 1,057,736 4,419 4,419 1,062,155 1,062,155 37.6 37.6 %
US NortheastUS Northeast13 484,221 13,478 — 497,699 14.7 %US Northeast310,488 310,488 21,391 21,391 331,879 331,879 11.7 11.7 %
US SoutheastUS Southeast205,576 — — 205,576 6.1 %US Southeast215,150 215,150 — — 215,150 215,150 7.6 7.6 %
TotalTotal100 $3,258,992 $101,006 $22,723 $3,382,721 100.0 %
Total
Total85 $2,743,925 $86,510 $2,830,435 100.0 %


























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The following table provides asset level detail for our senior loans,and mezzanine loans and preferred equity as of March 31, 20232024 (dollars in thousands):
Loan TypeLoan TypeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q1 Risk ranking(5)
Loan TypeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q1 Risk ranking(5)
Multifamily
Multifamily
Multifamily
Loan 1(6)
Loan 1(6)
Senior6/18/2019Santa Clara, CA$57,442 $57,442 Floating4.4%9.5%6/18/202465% 4
Loan 1(6)
Senior6/18/2019Santa Clara, CA$57,343 $$57,443 FloatingFloating5.5%10.8%6/18/202469%4
Loan 2Loan 2Senior7/19/2021Dallas, TX50,034 49,999 Floating3.4%8.7%8/9/202674% 3Loan 2Senior5/17/2022Las Vegas, NV54,151 54,175 54,175 FloatingFloating3.6%9.4%6/9/202774%4
Loan 3Loan 3Senior3/8/2022Austin, TX49,972 50,103 Floating3.3%8.7%3/9/202775% 3Loan 3Senior3/8/2022Austin, TX50,424 50,324 50,324 FloatingFloating3.3%8.6%3/9/202775%3
Loan 4Loan 4Senior5/17/2022Las Vegas, NV49,448 49,758 Floating3.6%8.9%6/9/202774% 3Loan 4Senior7/19/2021Dallas, TX50,333 50,200 50,200 FloatingFloating3.4%8.7%8/9/202674%3
Loan 5Loan 5Senior5/26/2021Las Vegas, NV46,104 46,101 Floating3.5%8.7%6/9/202670% 3Loan 5Senior5/26/2021Las Vegas, NV47,316 47,123 47,123 FloatingFloating3.5%9.2%6/9/202670%4
Loan 6Loan 6Senior11/30/2021Phoenix, AZ44,571 44,572 Floating3.5%9.1%12/9/202674% 4Loan 6Senior2/3/2021Arlington, TX45,864 45,472 45,472 FloatingFloating3.7%11.5%2/9/202681%4
Loan 7Loan 7Senior2/3/2021Arlington, TX43,680 43,580 Floating3.7%9.0%2/9/202681% 3Loan 7Senior3/1/2021Richardson, TX43,411 43,411 43,411 FloatingFloating3.5%8.8%3/9/202675%3
Loan 8Loan 8Senior3/1/2021Richardson, TX43,276 43,411 Floating3.4%8.5%3/9/202675% 3Loan 8Senior7/15/2021Jersey City, NJ43,060 43,000 43,000 FloatingFloating3.1%8.8%8/9/202666%3
Loan 9Loan 9Senior7/15/2021Jersey City, NJ42,919 43,000 Floating3.0%8.2%8/9/202666% 2Loan 9Senior3/31/2022Louisville, KY42,801 42,727 42,727 FloatingFloating3.7%9.6%4/9/202772%3
Loan 10Loan 10Senior12/21/2020Austin, TX42,745 42,850 Floating3.7%8.8%1/9/202654% 3Loan 10Senior3/22/2021Fort Worth, TX42,342 42,245 42,245 FloatingFloating3.6%9.3%4/9/202683%3
Subtotal top 10 multifamilySubtotal top 10 multifamily$470,191 $470,816 14% of total loans
Loan 11Loan 11Senior3/22/2021Fort Worth, TX$41,247 $41,286 Floating3.6%8.8%4/9/202683% 3
Loan 11
Loan 11Senior7/15/2021Dallas, TX$40,011 $40,011 Floating3.2%8.5%8/9/202677%3
Loan 12Loan 12Senior12/7/2021Denver, CO39,237 39,372 Floating3.3%8.6%12/9/202674% 3Loan 12Senior12/7/2021Denver, CO39,598 39,598 39,598 FloatingFloating3.3%9.0%12/9/202674%3
Loan 13Loan 13Senior7/15/2021Dallas, TX39,136 39,206 Floating3.1%8.5%8/9/202677% 3Loan 13Senior3/31/2022Long Beach, CA39,151 39,162 39,162 FloatingFloating3.4%9.2%4/9/202774%3
Loan 14Loan 14Senior3/31/2022Long Beach, CA37,223 37,429 Floating3.4%8.7%4/9/202774% 3Loan 14Senior7/12/2022Irving, TX37,897 37,946 37,946 FloatingFloating3.6%9.4%8/9/202773%3
Loan 15Loan 15Senior3/31/2022Louisville, KY37,201 37,326 Floating3.7%9.1%4/9/202772% 3Loan 15Senior12/21/2020Austin, TX36,850 36,850 36,850 FloatingFloating3.2%8.5%1/9/202654%3
Loan 16Loan 16Senior7/12/2022Irving, TX36,847 37,096 Floating3.6%8.9%8/9/202773% 3Loan 16Senior1/18/2022Dallas, TX36,601 36,460 36,460 FloatingFloating3.5%8.8%2/9/202775%3
Loan 17Loan 17Senior9/28/2021Carrollton, TX36,098 36,282 Floating3.2%8.4%10/9/202573% 3Loan 17Senior9/28/2021Carrollton, TX36,221 36,282 36,282 FloatingFloating3.2%8.9%10/9/202573%3
Loan 18Loan 18Senior1/18/2022Dallas, TX35,542 35,575 Floating3.5%8.9%2/9/202775% 3Loan 18Senior1/12/2022Los Angeles, CA36,048 36,159 36,159 FloatingFloating3.4%9.0%2/9/202765%3
Loan 19Loan 19Senior1/12/2022Los Angeles, CA35,310 35,551 Floating3.4%8.5%2/9/202765% 3Loan 19Senior7/29/2021Phoenix, AZ33,280 33,325 33,325 FloatingFloating3.4%9.0%8/9/202674%3
Loan 20Senior12/29/2020Fullerton, CA34,776 34,860 Floating3.8%8.9%1/9/202670% 3
Loan 20(6)(7)
Loan 20(6)(7)
Mezzanine12/9/2019Milpitas, CA32,643 32,643 
n/a(7)
3/3/202658% -79%3
Subtotal top 20 multifamilySubtotal top 20 multifamily$842,808 $844,799 25% of total loans
Loan 21
Loan 21
Loan 21Loan 21Senior3/16/2021Fremont, CA$33,550 $33,550 Floating3.5%8.8%4/9/202676% 3Senior3/31/2021Mesa, AZ$31,509 $$31,434 FloatingFloating3.8%9.6%4/9/202683%3
Loan 22Loan 22Senior7/29/2021Phoenix, AZ32,408 32,562 Floating3.4%8.5%8/9/202674% 3Loan 22Senior4/29/2021Las Vegas, NV30,139 30,079 30,079 FloatingFloating3.2%8.9%5/9/202676%3
Loan 23Loan 23Senior3/31/2021Mesa, AZ31,403 31,434 Floating3.8%9.0%4/9/202683% 3Loan 23Senior4/15/2022Mesa, AZ30,055 30,160 30,160 FloatingFloating3.4%9.0%5/9/202775%3
Loan 24(7)
Mezzanine12/3/2019Milpitas, CA30,239 44,716 Fixed8.0%13.3%12/3/202458% - 85% 5
Loan 25Senior4/29/2021Las Vegas, NV29,697 29,736 Floating3.2%8.3%5/9/202676% 2
Loan 26Senior4/15/2022Mesa, AZ29,142 29,354 Floating3.4%8.5%5/9/202775% 3
Loan 27Senior7/13/2021Plano, TX28,935 28,994 Floating3.2%8.3%2/9/202582% 3
Loan 24Loan 24Senior7/13/2021Plano, TX29,178 29,142 Floating3.2%8.9%2/9/202577%3
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Loan TypeLoan TypeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q1 Risk ranking(5)
Loan TypeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q1 Risk ranking(5)
Loan 25
Loan 25
Loan 25Senior2/17/2022Long Beach, CA29,103 29,121 Floating3.4%8.7%3/9/202767%3
Loan 26Loan 26Senior8/31/2021Glendale, AZ28,592 28,639 Floating3.3%8.9%9/9/202675%3
Loan 27(6)
Loan 27(6)
Mezzanine2/8/2022Las Vegas, NV28,058 28,099 Fixed7.0%12.3%2/8/202756%-79%3
Loan 28Loan 28Senior5/19/2022Denver, CO28,152 28,327 Floating3.5%8.8%6/9/202773% 3Loan 28Senior5/27/2021Houston, TX28,000 28,000 28,000 FloatingFloating3.1%8.4%6/9/202667%3
Loan 29Loan 29Senior5/27/2021Houston, TX27,977 28,000 Floating3.0%8.4%6/9/202667% 3Loan 29Senior12/16/2021Fort Mill, SC27,366 27,366 27,366 FloatingFloating3.3%8.9%1/9/202771%3
Loan 30Loan 30Senior2/17/2022Long Beach, CA27,746 27,901 Floating3.4%8.7%3/9/202767% 3Loan 30Senior12/21/2021Phoenix, AZ25,371 25,442 25,442 FloatingFloating3.6%9.3%1/9/202775%3
Loan 31Loan 31Senior8/31/2021Glendale, AZ27,345 27,486 Floating3.3%8.4%9/9/202675% 3Loan 31Senior7/12/2022Irving, TX25,131 25,165 25,165 FloatingFloating3.6%9.4%8/9/202772%3
Loan 32Loan 32Senior12/16/2021Fort Mill, SC26,822 26,976 Floating3.3%8.4%1/9/202771% 3Loan 32Senior3/8/2022Glendale, AZ24,818 24,900 24,900 FloatingFloating3.5%9.1%3/9/202773%3
Loan 33(6)
Mezzanine2/8/2022Las Vegas, NV24,799 24,887 Fixed7.0%12.3%2/8/202756% - 79% 3
Loan 33Loan 33Senior7/1/2021Aurora, CO23,975 24,002 Floating3.2%8.9%7/9/202673%3
Loan 34Loan 34Senior12/21/2021Phoenix, AZ24,720 24,876 Floating3.6%8.7%1/9/202775% 3Loan 34Senior3/31/2022Phoenix, AZ23,762 23,847 23,847 FloatingFloating3.7%9.3%4/9/202775%3
Loan 35Loan 35Senior7/12/2022Irving, TX24,505 24,674 Floating3.6%8.9%8/9/202772% 3Loan 35Senior11/4/2021Austin, TX23,226 23,279 23,279 FloatingFloating3.4%9.0%11/9/202671%3
Loan 36Senior3/8/2022Glendale, AZ23,768 23,937 Floating3.5%8.6%3/9/202773% 3
Loan 36(8)
Loan 36(8)
Senior5/19/2022Denver, CO22,135 29,263 
n/a(8)
6/9/202773%5
Loan 37Loan 37Senior7/1/2021Aurora, CO23,647 23,753 Floating3.2%8.3%7/9/202673% 3Loan 37Senior6/22/2021Phoenix, AZ22,111 22,136 22,136 FloatingFloating3.3%8.9%7/9/202675%3
Loan 38Loan 38Senior3/31/2022Phoenix, AZ23,098 23,265 Floating3.7%8.8%4/9/202775% 3Loan 38Senior7/13/2021Oregon City, OR21,997 21,969 21,969 FloatingFloating3.4%9.0%8/9/202673%3
Loan 39Loan 39Senior11/4/2021Austin, TX22,900 23,031 Floating3.4%8.5%11/9/202671% 3Loan 39Senior1/12/2022Austin, TX20,187 20,187 20,187 FloatingFloating3.4%8.7%2/9/202775%3
Loan 40Loan 40Preferred11/30/2022Milpitas, CA22,723 22,941 Fixed6.0%12.1%12/1/2032n/a 3Loan 40Senior9/22/2021Denton, TX19,775 19,761 19,761 FloatingFloating3.3%9.0%10/9/202570%3
Loan 41Loan 41Senior7/13/2021Oregon City, OR21,720 21,764 Floating3.4%8.5%8/9/202673% 3Loan 41Senior8/6/2021La Mesa, CA19,752 19,752 19,752 FloatingFloating3.0%8.3%8/9/202570%3
Loan 42Loan 42Senior6/22/2021Phoenix, AZ21,163 21,262 Floating3.3%8.4%7/9/202675% 2Loan 42Senior12/21/2021Gresham, OR19,455 19,455 19,455 FloatingFloating3.6%8.9%1/9/202774%3
Loan 43Loan 43Senior9/22/2021Denton, TX19,709 19,761 Floating3.3%8.4%10/9/202570% 3Loan 43Senior9/1/2021Bellevue, WA19,308 19,308 19,308 FloatingFloating3.0%8.3%9/9/202564%3
Loan 44Loan 44Senior1/12/2022Austin, TX19,684 19,769 Floating3.4%8.7%2/9/202775% 3Loan 44Senior6/24/2021Phoenix, AZ19,236 19,236 19,236 FloatingFloating3.5%8.8%7/9/202663%4
Loan 45Loan 45Senior8/6/2021La Mesa, CA19,535 19,570 Floating3.0%8.3%8/9/202570% 3Loan 45Senior5/5/2022Charlotte, NC18,500 18,500 18,500 FloatingFloating3.5%9.3%5/9/202761%3
Loan 46Loan 46Senior12/21/2021Gresham, OR19,378 19,455 Floating3.6%8.9%1/9/202774% 3Loan 46Senior7/14/2021Salt Lake City, UT18,338 18,315 18,315 FloatingFloating3.4%9.0%8/9/202673%3
Loan 47Loan 47Senior9/1/2021Bellevue, WA19,267 19,308 Floating3.0%8.3%9/9/202564% 3Loan 47Senior4/29/2022Tacoma, WA18,097 18,110 18,110 FloatingFloating3.3%9.1%5/9/202772%3
Loan 48Loan 48Senior6/24/2021Phoenix, AZ19,038 19,071 Floating3.4%8.7%7/9/202663% 3Loan 48Senior6/25/2021Phoenix, AZ17,501 17,518 17,518 FloatingFloating3.2%8.9%7/9/202675%3
Loan 49Loan 49Senior5/5/2022Charlotte, NC18,396 18,500 Floating3.5%8.8%5/9/202761% 3Loan 49Senior7/21/2021Durham, NC15,210 15,228 15,228 FloatingFloating3.4%9.0%8/9/202658%3
Loan 50Loan 50Senior7/14/2021Salt Lake City, UT18,279 18,315 Floating3.4%8.5%8/9/202673% 3Loan 50Senior3/8/2022Glendale, AZ11,443 11,482 11,482 FloatingFloating3.5%9.1%3/9/202773%3
Loan 51Loan 51Senior4/29/2022Tacoma, WA17,744 17,852 Floating3.3%8.6%5/9/202772% 3Loan 51Mezzanine7/30/2014Various - TX4,419 4,419 4,419 FixedFixed9.5%8/11/202471%-83%3
Loan 52Senior6/25/2021Phoenix, AZ17,189 17,263 Floating3.2%8.3%7/9/202675% 3
Loan 53Senior7/21/2021Durham, NC15,083 15,150 Floating3.3%8.4%8/9/202658% 3
Loan 54Senior2/11/2021Provo, UT14,039 14,082 Floating3.9%9.0%3/9/202672% 3
Loan 55Senior3/8/2022Glendale, AZ11,079 11,158 Floating3.5%8.6%3/9/202773% 3
Loan 56Mezzanine7/30/2014Various - TX4,449 4,449 Fixed9.5%9.5%8/11/202471% - 83% 3
Total/Weighted average multifamily loansTotal/Weighted average multifamily loans$1,662,136 $1,681,928 49% of total loans3.6%8.9%3.4 years3.0Total/Weighted average multifamily loans$1,541,092 $$1,547,870 54% of total loans54% of total loans3.4%8.9%2.4 years3.2
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Loan TypeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q1 Risk ranking(5)
Loan TypeLoan TypeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q1 Risk ranking(5)
Office
Office
Office
Loan 52Loan 52Senior12/7/2018Carlsbad, CA$75,661 $75,551 Floating3.9%9.7%12/9/202475%3
Loan 53Loan 53Senior1/19/2021Phoenix, AZ74,583 74,583 Floating3.7%9.0%2/9/202670%3
Loan 54Loan 54Senior8/28/2018San Jose, CA74,071 74,071 Floating2.6%7.9%8/28/202575%3
Loan 55Loan 55Senior2/13/2019Baltimore, MD57,927 57,927 Floating3.6%8.9%2/9/202574%3
Loan 56Loan 56Senior5/23/2022Plano, TX40,542 40,494 Floating4.3%10.0%6/9/202764%3
Loan 57Loan 57Senior2/17/2022Boston, MA$80,969 $81,420 Floating3.8%9.1%3/9/202754% 3Loan 57Senior11/23/2021Tualatin, OR40,499 40,190 40,190 FloatingFloating1.5%9.7%12/9/202666%4
Loan 58Loan 58Senior12/7/2018Carlsbad, CA76,411 76,411 Floating4.4%9.3%12/9/202373% 3Loan 58Senior4/27/2022Plano, TX40,209 40,131 40,131 FloatingFloating4.1%9.8%5/9/202770%3
Loan 59Loan 59Senior8/28/2018San Jose, CA73,147 73,147 Floating2.5%7.6%8/28/202575% 3Loan 59Senior9/28/2021Reston, VA38,165 38,165 38,165 FloatingFloating4.1%9.4%10/9/202671%4
Loan 60Loan 60Senior1/19/2021Phoenix, AZ72,229 72,460 Floating3.7%8.8%2/9/202670% 3Loan 60Senior11/17/2021Dallas, TX36,967 36,967 36,967 FloatingFloating4.0%9.3%12/9/202561%4
Loan 61Loan 61Senior2/13/2019Baltimore, MD56,730 56,730 Floating3.6%8.6%2/9/202574% 4Loan 61Senior4/7/2022San Jose, CA33,896 33,906 33,906 FloatingFloating4.2%10.0%4/9/202770%3
Subtotal top 10 office loans
Loan 62
Loan 62
Loan 62Loan 62Senior5/23/2022Plano, TX40,143 40,300 Floating4.3%9.4%6/9/202764% 3Senior4/30/2021San Diego, CA$33,133 $$33,148 FloatingFloating3.6%9.3%5/9/202655%3
Loan 63Loan 63Senior4/27/2022Plano, TX39,310 39,434 Floating4.1%9.3%5/9/202770% 3Loan 63Senior6/16/2017Miami, FL30,348 30,008 30,008 FloatingFloating5.8%11.1%4/9/202473%4
Loan 64Loan 64Senior11/23/2021Tualatin, OR38,945 39,102 Floating4.0%9.3%12/9/202666% 4Loan 64Senior3/31/2022Blue Bell, PA28,554 28,555 28,555 FloatingFloating4.2%9.5%4/9/202559%3
Loan 65Loan 65Senior9/28/2021Reston, VA36,677 36,784 Floating4.1%9.4%10/9/202671% 3Loan 65Senior10/21/2021Blue Bell, PA28,388 28,389 28,389 FloatingFloating3.8%9.1%4/9/202578%3
Loan 66Loan 66Senior11/17/2021Dallas, TX36,172 36,309 Floating4.0%9.3%12/9/202561% 3Loan 66Senior2/26/2019Charlotte, NC27,339 27,366 27,366 FloatingFloating3.3%8.7%7/9/202551%3
Subtotal top 10 office loans$550,733 $552,097 16% of total loans
Loan 67(8)
Senior4/5/2019L.I. City, NY$35,000 $68,330 Floating3.3%8.3%4/9/202458% 5
Loan 68(9)
Senior5/29/2019L.I. City, NY34,000 68,432 
n/a/(9)
n/a/(9)
n/a/(9)
6/9/202459% 5
Loan 67Loan 67Senior12/7/2021Hillsboro, OR25,953 25,953 Floating4.0%9.6%12/9/202471%3
Loan 68Loan 68Senior7/30/2021Denver, CO23,893 23,929 Floating4.4%10.1%8/9/202666%3
Loan 69Loan 69Senior4/7/2022San Jose, CA33,572 33,750 Floating4.2%9.5%4/9/202770% 3Loan 69Senior9/16/2019San Francisco, CA23,543 23,543 23,543 FloatingFloating3.3%8.6%10/9/202477%3
Loan 70Loan 70Senior6/2/2021South Pasadena, CA33,136 33,091 Floating4.9%10.3%6/9/202669% 3Loan 70Senior8/27/2019San Francisco, CA22,389 22,389 22,389 FloatingFloating2.9%8.3%9/9/202479%3
Loan 71Loan 71Senior4/30/2021San Diego, CA31,237 31,365 Floating3.6%8.7%5/9/202655% 3Loan 71Senior10/29/2020Denver, CO19,937 19,937 19,937 FloatingFloating3.7%9.0%11/9/202564%3
Subtotal top 20 office loans
Loan 72
Loan 72
Loan 72Loan 72Senior6/16/2017Miami, FL30,348 30,008 Floating5.8%10.6%6/9/202373% 3Senior10/13/2021Burbank, CA$16,599 $$16,639 FloatingFloating4.0%9.7%11/9/202657%3
Loan 73Loan 73Senior11/19/2021Gardena, CA28,296 28,505 Floating3.5%8.7%12/9/202669% 3Loan 73Senior8/31/2021Los Angeles, CA15,888 15,888 15,888 FloatingFloating4.1%9.4%9/9/202658%3
Loan 74Loan 74Senior3/31/2022Blue Bell, PA27,975 27,988 Floating4.2%10.0%4/9/202559% 3Loan 74Senior11/16/2021Charlotte, NC15,422 15,466 15,466 FloatingFloating4.5%10.2%12/9/202667%3
Loan 75Loan 75Senior10/21/2021Blue Bell, PA27,930 27,930 Floating3.8%8.9%11/9/202367% 3Loan 75Senior11/10/2021Richardson, TX13,969 13,937 13,937 FloatingFloating4.1%9.8%12/9/202671%4
Loan 76(10)
Senior7/12/2019Washington, D.C.27,000 56,935 
n/a/(10)
n/a/(10)
n/a/(10)
8/9/202468% 5
Subtotal top 20 office loans$859,227 $958,431 27% of total loans
Loan 77Senior2/26/2019Charlotte, NC$25,929 $26,052 Floating3.3%8.3%7/9/202551% 2
Loan 78Senior11/23/2021Oakland, CA24,906 25,000 Floating4.3%9.6%12/9/202657% 4
Loan 79Senior12/7/2021Hillsboro, OR24,413 24,511 Floating4.0%9.3%12/9/202471% 3
Loan 80Senior9/16/2019San Francisco, CA23,465 23,465 Floating3.3%8.3%10/9/202482% 3
Loan 81Senior7/30/2021Denver, CO22,863 22,986 Floating4.4%9.5%8/9/202666% 3
Loan 82Senior8/27/2019San Francisco, CA22,121 22,121 Floating2.9%8.0%9/9/202479% 4
Loan 83Senior10/29/2020Denver, CO18,657 18,708 Floating3.7%8.8%11/9/202564% 3
Loan 84Senior10/13/2021Burbank, CA15,910 16,011 Floating4.0%9.1%11/9/202657% 3
Loan 85Senior8/31/2021Los Angeles, CA15,183 15,229 Floating4.6%9.9%9/9/202658% 3
Loan 86Senior11/16/2021Charlotte, NC15,120 15,223 Floating4.5%9.6%12/9/202667% 3
Loan 87Senior11/10/2021Richardson, TX13,486 13,507 Floating4.1%9.4%12/9/202671% 3
Loan 88Senior9/26/2019Salt Lake City, UT12,524 12,524 Floating2.7%7.8%10/9/202472% 3
Loan 89Mezzanine2/13/2023Baltimore, MD1,028 1,028 Fixed
n/a/(11)
13.0%2/7/202574% - 75% 4
Loan 76(9)
Loan 76(9)
Mezzanine2/13/2023Baltimore, MD8,941 8,941 Fixed
n/a(9)
13.0%2/7/202574% - 75%3
Total/Weighted average office loansTotal/Weighted average office loans$1,094,832 $1,194,796 32 % of total loans3.6%8.5%2.6 years3.3Total/Weighted average office loans$846,816 $$846,073 30% of total loans30% of total loans3.7%9.4%1.7 years3.2
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Loan TypeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q1 Risk ranking(5)
Hotel
Loan 90Senior1/2/2018San Jose, CA$189,298 $189,298 Floating4.8%9.6%11/9/202679% 4
Loan 91Senior6/28/2018Berkeley, CA119,934 120,000 Floating3.2%8.3%7/9/202566% 3
Loan 92Senior6/25/2018Englewood, CO73,000 73,000 Floating3.5%8.3%2/9/202562% 3
Loan 93Mezzanine9/23/2019Berkeley, CA28,040 28,040 Fixed11.5%11.5%7/9/202566% - 81% 3
Loan 94Mezzanine1/9/2017New York, NY12,450 12,330 Floating11.0%16.8%12/15/202367% - 80% 4
Total/Weighted average hotel loans$422,722 $422,668 4.7%9.3%2.8 years3.5
Other (Mixed-use)
Loan 95Senior10/24/2019Brooklyn, NY$77,669 $77,669 Floating4.2%9.2%11/9/202470%3
Loan 96Senior1/13/2022New York, NY45,516 45,705 Floating3.5%8.8%2/9/202767%3
Loan 97Senior5/3/2022Brooklyn, NY28,514 28,665 Floating4.4%9.7%5/9/202768%3
Total/Weighted average other (mixed-use) loans$151,699 $152,039 4.0%9.2%2.8 years3.0
Industrial
Loan 98Senior7/13/2022Ontario, CA$23,353 $23,539 Floating3.3%8.4%8/9/202766%3
Loan 99Senior3/25/2022City of Industry, CA16,996 17,096 Floating3.4%8.7%4/9/202767%3
Loan 100Senior3/21/2022Commerce, CA10,983 11,040 Floating3.3%8.6%4/9/202771%3
Total/Weighted average industrial loans$51,332 $51,675 3.3%8.5%4.2 years3.0
Total/Weighted average senior and mezzanine loans and preferred equity - Our Portfolio$3,382,721 $3,503,106 3.8%8.8%3.0 years3.2
Loan TypeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q1 Risk ranking(5)
Hotel
Loan 77Senior1/2/2018San Jose, CA$135,979 $135,979 Floating4.8%10.1%11/9/202673%4
Loan 78Senior6/25/2018Englewood, CO72,029 72,000 Floating3.5%9.1%2/9/202562%3
Loan 79(10)
Mezzanine1/9/2017New York, NY12,450 12,330 Floating11.0%16.3%2/9/202467% - 80%3
Total/Weighted average hotel loans$220,458 $220,309 4.7%10.1%1.9 years3.6
Other (Mixed-use)
Loan 80Senior10/24/2019Brooklyn, NY$77,802 $77,802 Floating4.2%9.5%11/9/202470%3
Loan 81Senior1/13/2022New York, NY46,090 46,090 Floating3.5%8.8%2/9/202767%3
Loan 82Senior6/2/2021South Pasadena, CA33,893 33,808 Floating5.0%10.3%6/9/202669%3
Loan 83Senior5/3/2022Brooklyn, NY28,665 28,665 Floating4.4%10.2%5/9/202768%3
Total/Weighted average other (mixed-use) loans$186,450 $186,365 4.2%9.6%1.8 years3.0
Industrial
Loan 84Senior7/13/2022Ontario, CA$24,028 $24,131 Floating3.3%9.0%8/9/202766%3
Loan 85Senior3/21/2022Commerce, CA11,591 11,594 Floating3.3%8.6%4/9/202771%3
Total/Weighted average industrial loans$35,619 $35,725 3.3%8.8%3.3 years3.0
Total/Weighted average senior and mezzanine loans - Our Portfolio$2,830,435 $2,836,342 3.6%9.2%2.1 years3.2

(1)Represents carrying values at our share as of March 31, 2023.2024.
(2)Represents the stated coupon rate for loans; for floating rate loans, does not include USD 1-month London Interbank Offered Rate (“LIBOR”) or Secured Overnight Financing Rate (“SOFR”), which were 4.86% and 4.80%, respectively,was 5.33% as of March 31, 2023.2024.
(3)In addition to the stated cash coupon rate, unlevered all-in yield includes non-cash payment in-kindpayment-in-kind interest income and the accrual of origination extension and exit fees. Unlevered all-in yield for the loan portfolio assumes the applicable floating benchmark rate as of March 31, 2023,2024 for weighted average calculations.
(4)Except for construction loans, senior loans reflect the initial loan amount divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value for the in place collateral as of the date of the most recent as-is appraisal. Mezzanine loans include attachment loan-to-value and detachment loan-to-value, respectively. Attachment loan-to-value reflects initial funding of loans senior to our position divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value for the in place collateral as of the date of the most recent appraisal. Detachment loan-to-value reflects the cumulative initial funding of our loan and the loans senior to our position divided by the as-is value as of the date the loan was originated, or the cumulative principal amount divided by the appraised value for the in place collateral as of the date of the most recent appraisal.
(5)On a quarterly basis, the Company’sour senior and mezzanine loans are rated “1” through “5,” from less risk to greater risk. Represents risk ranking as of March 31, 2023.2024.
(6)Construction senior loans’ loan-to-value reflect the total commitment amount of the loan divided by as-completed appraised value, or the total commitment amount of the loan divided by the projected total cost basis. Construction mezzanine loans include attachment loan-to-value and detachment loan-to-value. Attachment loan-to-value reflects the total commitment amount of loans senior to our position divided by as-completed appraised value, or the total commitment amount of loans senior to our position divided by projected total cost basis. Detachment loan-to-value reflect the cumulative commitment amount of our loan and the loans senior to our position divided by as-completed appraised value, or the cumulative commitment amount of our loan and loans senior to our position divided by projected total cost basis.
(7)Subsequent to March 31, 2023, $14.5 million of unpaid principal balance relating to Loan 24 was placed on nonaccrual status; as such, no income will be recognized on this portion of the loan beginning in April 2023.
(8)Subsequent to March 31, 2023, Loan 67 was placed on nonaccrual status; as such, no income will be recognized beginning in April 2023.
(9)Loan 6820 was placed on nonaccrual status in September 2022;January 2024; as such, no income is being recognized.
(10)(8)Loan 7636 was placed on nonaccrual status in FebruaryDecember 2023; as such, no income is being recognized.
(11)(9)Loan 8976 has a payment-in-kind provision and accrues interest at 13.0%. In April 2024, Loan 76 was placed on nonaccrual status. As such, no income will be recognized beginning in the second quarter of 2024.
(10)At March 31, 2024, Loan 79 is in maturity default. However, because the borrower has paid all interest payments due through March 31, 2024, the loan has not been placed on nonaccrual status.
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At March 31, 2023,2024, our general CECL reserve for our outstanding loans and future loan funding commitments is $34.1$143.7 million, which is 0.97%4.88% of the aggregate commitment amount of our loan portfolio, excluding loans that were evaluated for specific CECL reserves. This represents a decreasean increase of $15.4$67.3 million from $49.5$76.5 million or 1.34%2.46% of the aggregate commitment amount of our loan portfolio at December 31, 2022.2023. This decreaseincrease in our general CECL reserve was primarily driven by the removal of two loans from themacroeconomic conditions, as well as specific inputs on certain office and multifamily properties utilized in our general CECL reserve pool, which were evaluated individually for specific CECL reserves, partially offset by increased reserves recorded on our portfolio of office loans.model. During the first quarter of 2023,2024, we recorded $55.0$7.1 million of specific CECL reserves related to twoone Denver, Colorado multifamily senior loans and one mezzanine loan. For further discussion on these specific CECL reserves see “Asset Specific Loan Summaries” below.
Asset Specific Loan Summaries
Long Island City, New York Office Senior Loans
Loan TypeCollateral typeOrigination DateCarrying valuePrincipal balanceCoupon typeCash CouponUnlevered all-in yieldExtended maturity date
Loan-to-value(1)
Q1 Risk ranking
Loan 67(2)
SeniorOffice4/5/2019$35,000 $68,330 Floating3.3%8.3%4/9/202458%5
Loan 68SeniorOffice5/29/201934,000 68,432 
n/a/(3)
n/a/(3)
n/a/(3)
6/9/202459%5
______________________________________
(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
(2)Subsequent to March 31, 2023, Loan 67 was placed on nonaccrual status; as such, no income will be recognized beginning in April 2023.
(3)Loan 68 was placed on nonaccrual status in September 2022; as such, no income is being recognized.
We originated two senior loans on two transitional office properties to the same sponsorship group.loan. The borrowing entities are unrelated and the loans are neither cross-collateralized nor cross defaulted.
The New York City (“NYC”) metro office markets have experienced and continue to experience higher vacancy rates due to the ongoing impact of COVID-19 and the continued impact of employee work from home arrangements. The Long Island City market has seen increases in vacancy as newly developed or renovated properties have become available for leasing. Additionally, the availability of significant sub-lease space in Long Island City has created additional supply putting downward pressure on rents.
Loan 67
As of March 31, 2023, Loan 67 has in-place leases for 30% of the property and generates incremental revenue from license agreements for rooftop signage and antenna space. In the fourth quarter of 2022, the property received a certificate of eligibility for the industrial and commercial abatement program (“ICAP”) resulting in significant tax savings for the current year and will result in lower real estate taxes for the next 15 years, subject to renewal on an annual basis.
The Loan 67 property cash flows are insufficient to cover the debt service payments. In March 2021, and again in January 2022, we modified the loan, allowing the borrower to use certain future funding advances from the tenant improvements and leasing costs account to cover interest carry and operations shortfalls, provided that the borrower made incremental deposits for interest and carry reserves to support the property. Given the continued negative market conditions surrounding NYC metro office buildings, including the lack of leasing activity, we utilized the estimated fair value of the collateral to estimate a specific CECL reserve of $22.7 million during the third quarter of 2022.
Borrower reserves have been exhausted and the loan is in maturity default and was placed on nonaccrual status as of April 2023. In the first quarter of 2023, the borrower cooperated with a consensual sale process through a national commercial real estate sales advisor. Given recent events in the banking sector, the results of the sale process were not satisfactory. We are evaluating a potential hold of the asset until market conditions improve. The loan has a mezzanine component which would facilitate a timely foreclosure in a proceeding pursuant to the Uniform Commercial Code, if required.
During the first quarter of 2023, we recorded an additional specific CECL reserve of $10.6 million based on feedback from the sales process and the estimated value to be recovered following a potential sale.
Loan 68
As of March 31, 2023, Loan 68 has in-place leases for 10% of the property and generates incremental revenue from a license agreement from rooftop signage. In the second quarter of 2022, the property received a certificate of eligibility for the ICAP resulting in significant tax savings for the current year and will result in lower real estate taxes for the next 15 years, subject to renewal on an annual basis.
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Loan 68 property cash flows are insufficient to cover the debt service payments. In March 2021, and again in January 2022, we modified the loan, allowing the borrower to use certain future funding advances from the tenant improvements and leasing costs account to cover interest carry and operations shortfalls, provided that the borrower made incremental deposits for interest and carry reserves to support the property.
Borrower reserves have been exhausted and the loan has been in payment default since October 2022, and was placed on nonaccrual status as of September 2022. Given the continued negative market conditions surrounding NYC metro office buildings, including the lack of leasing activity, we utilized the estimated fair value of the collateral to estimate a specific CECL reserve of $34.5 million during the third quarter of 2022. The borrower is cooperating with a consensual sale process through a national commercial real estate sales advisor. Given recent events in the banking sector, the results of the sale process were not satisfactory. We are evaluating a potential hold of the asset until market conditions improve. The loan has a mezzanine component which would facilitate a timely foreclosure in a proceeding pursuant to the Uniform Commercial Code, if required.
Santa Clara, California Pre-development Senior Loan
Loan TypeCollateral typeOrigination DateCarrying valuePrincipal balanceCoupon typeCash CouponUnlevered all-in yieldExtended maturity date
Loan-to-value(1)
Q1 Risk ranking
Loan 1SeniorMultifamily6/18/2019$57,442 $57,442 Floating4.4%9.5%6/18/202465%4

(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
We originated a $108.0 million senior mortgage loan in 2019 secured by a collection of six parcels totaling 14.5 acres in Santa Clara, CA (the “Pre-development Senior Loan”). At the time of origination, the property was improved with nine income-producing, low-rise structures across the two phases. The property is fully entitled for the development of 1,600 units (“DU”) in two phased assemblages, entitled for 700 DU and 900 DU, respectively.
As of March 31, 2023, the underwritten pre-development for Phase I and Phase II is complete, and the Pre-development Senior Loan is fully funded. In June 2021, the sponsor did not qualify for their first extension option. The maturity was ultimately extended for twelve months to June 2022 in exchange for certain lender required terms and conditions.
In June 2022, Phase I was released, the sponsor paid down the Pre-development Senior Loan by $50.6 million, and the Loan qualified for their second twelve month extension option. After the release of Phase I, our remaining collateral is the 900 DU in Phase II. The sponsor’s current plan for Phase II is to secure the necessary financing to repay the remaining loan and complete the pre-development of Phase II. We are coordinating with the borrower on seeking new financing alternatives. Given the uncertainty in the finance markets, it is possible that financing is unavailable to recapitalize the project and fund pre-development work for Phase II pursuant to the current business plan and may result in a future valuation impairment or investment loss.
Washington, D.C Office Senior Loan
Loan TypeCollateral typeOrigination DateCarrying valuePrincipal balanceCoupon typeCash CouponUnlevered all-in yieldExtended maturity date
Loan-to-value(1)
Q1 Risk ranking
Loan 76SeniorOffice7/12/2019$27,000 $56,935 
n/a/(2)
n/a/(2)
n/a/(2)
8/9/202468%5

(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
(2)Loan 76 was placed on nonaccrual status in February 2023; as such, no income is being recognized
We originated a $65.4 million senior mortgage loan in 2019 to finance the acquisition, capital improvements and leasing of a twelve story, 185,000 square foot, multi-tenant, Class-B office building located in the Dupont Circle neighborhood of Washington, D.C. (the “DC Office Loan”). Since acquisition, the sponsor has been converting a portion of the vacant office space into coworking space, which includes private offices, suites, and an amenity floor.
The Washington, D.C. (“DC”) office market, like many markets, was hit hard by the COVID-19 pandemic and remains distressed, with high overall vacancy rates due to the normalization of work from home and the hybrid attendance model. As a result of fewer employees commuting to their offices, businesses are re-evaluating their need for physical office space. The federal government has adopted a telework work from home program for many employees who are not critical for office attendance, which further compounds the issue for the DC office market. The federal government has been reducing their office requirements which is especially impacting the DC market area. As of March 2023, the DC Office Loan property is 51% leased and in addition to vacancy issues, the property has tenant leases that expire at the end of 2023, creating uncertainty around the ability to re-lease vacant space should these tenants elect not to renew.
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The DC Office Loan’s second maturity was in August 2022, and it did not pass the extension tests. The sponsor requested that we waive the debt service coverage and debt yield hurdles required for their twelve-month extension option. We granted the sponsor a sixty-day extension so the sponsor could raise equity for a paydown to extend their loan for twelve months. At the end of the sixty-day extension, the sponsor requested an additional ninety-day extension, which we granted.
At the end of the ninety-day extension, we were unable to reach extension terms with the borrower and as a result, the DC Office Loan defaulted in January 2023 and was placed on nonaccrual status as of February 2023. We completed a foreclosure filing in March 2023 and expect to complete the foreclosure process and take possession of the underlying property by the end of the second quarter of 2023. We are examining all options to maximize value including a potential change of use of the property. Given market conditions surrounding D.C. metro offices, including the lack of leasing activity, the value maximizing use of this asset may be a conversion to multifamily. We utilized the estimated fair value of the collateral and therefore recorded a specific CECL reserve of $29.9 million during the first quarter of 2023.
Milpitas, California Development Mezzanine Loan
Loan TypeCollateral typeOrigination DateCarrying valuePrincipal balanceCoupon typeCash CouponUnlevered all-in yieldExtended maturity date
Loan-to-value(1)
Q1 Risk ranking
Loan 24MezzanineMultifamily12/3/2019$30,239 $44,716 Fixed8.0%13.3%12/3/202458% - 85%5

(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
We originated a $38.6 million mezzanine loan in 2019 to finance the development of a 213-unit luxury multifamily property, with 13,000 square feet of ground floor retail, located in Milpitas, California (the “Development Mezzanine Loan”). Our Development Mezzanine Loan sits behind a $84.0 million senior loan in the capital stack.
Construction of the property is complete, and the sponsor is currently leasing all available units. As of April 2023, the property’s multifamily component is 89% leased and no retail leases have been signed. The Development Mezzanine Loan’s initial maturity date was in December 2022, and it did not pass all required extension tests.
We, and the senior loan lender, extended the interim maturity date to effectuate a restructuring of the capital stack. In April 2023, we amended and restructured our Development Mezzanine Loan, bifurcating it into a $30.2 million Mezzanine A Note (the “Mezzanine A Note”) and a $14.5 million Mezzanine B Note (the “Mezzanine B Note”) to facilitate a new equity contribution from the borrower behind the Mezzanine A Note and ahead of the Mezzanine B Note. As part of the restructuring, we extended the terms of both Mezzanine A Note and Mezzanine B Note to be conterminous with the senior loan which was extended to March 2025, with an additional one-year extension option to March 2026. In connection with this amendment and restructuring of the loan in April 2023, during the first quarter of 2023, we recorded a specific CECL reserve of $14.5 million based on the estimated proceeds we expect to receive uponfrom the resolutionborrower’s sale of the asset. Additionally, we placed the Mezzanine B Note on nonaccrual status in April 2023.
San Jose, California Hotel Senior Loan
Loan TypeCollateral typeOrigination DateCarrying valuePrincipal balanceCoupon typeCash CouponUnlevered all-in yieldExtended maturity date
Loan-to-value(1)
Q1 Risk ranking
Loan 90SeniorHotel1/2/2018$189,928 $189,928 Floating4.8%9.6%11/9/202679%4

(1)Loan-to-valueproperty, which is calculated using the as-is value on the date of loan origination.

We originated a $173.5 million senior loan for the sponsor’ssupported by an executed purchase of the San Jose Hotel (the “San Jose Hotel Loan”) in 2018. The San Jose Hotel Loan included an initial funding of $166.6 million with an additional $6.9 million of future advances. At closing, the borrower contributed approximately $90.0 million of equity toward the acquisition.
The onset of the COVID-19 pandemic in the spring of 2020 created challenges, which included lower occupancy rates, weaker financial performance and borrower funding of approximately $18.6 million of shortfalls to maintain operations, which ultimately led the borrower to close the San Jose, California hotel and file for Chapter 11 bankruptcy in March 2021. We entered into a restructuring support agreement with the borrower with respect to the bankruptcy process, in our capacity as the sole secured creditor. The bankruptcy court authorized the rejection of the existing hotel management agreement and approved a restructuring plan for the borrower to exit bankruptcy with Signia by Hilton as the new brand and hotel manager, and a $25 million mezzanine loan to support the re-opening, property improvement plans, certain operating expenses and all expenses associated with the bankruptcy process.
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In November 2021 the borrower emerged from bankruptcy and the court confirmed the amended and restated senior mortgage loan terms in the amount of $184.9 million, an upsize which reflected accrued interest and fees, collapsed the prior preferred equity investment into the restated senior mortgage loan, and included certain other costs and expenses associated with bankruptcy. The San Jose hotel reopened in April 2022.
The San Jose Hotel Loan’s property performance continues to improve but not without its challenges. Office attendance in the city of San Jose is among the lowest among major cities in the nation. In February 2023 we upsized the $184.9 million loan by $7.0 million to fund renovations of all guest rooms and to fund debt service shortfalls anticipated until the hotel stabilizes later in 2023.
The 805-room property consists of a main hotel tower and a second expansion annex tower. The borrower has entered into a PSA to sell the 264-room hotel annex tower in third quarter of 2023. The prospective buyer is in the due diligence phase and the transaction is in early stages. If the transaction occurs, proceeds from the sale will be primarily applied to pay down the San Jose Hotel Loan, which will meaningfully improve the credit profile of our remaining investment. For the time being, the San Jose Hotel Loan remains risk rated four.agreement.
Net Leased and Other Real Estate
Our net leased real estate investment strategy focuses on direct ownership in commercial real estate with an emphasis on properties with stable cash flow, which may be structurally senior to a third-party partner’s equity. In addition, we may own net leased real estate investments through joint ventures with one or more partners. As part of our net leased real estate strategy, we explore a variety of real estate investments including multi-tenant office, multifamily, student housing and industrial. Additionally, we have two investments in direct ownership of commercial real estate and own these operating real estate investments through joint ventures with one or more partners. OurWe also own five properties are typically well-located with strong operating partners.included in other real estate that were acquired through deeds-in-lieu of foreclosure and foreclosure.
As of March 31, 2023, $748.32024, $846.8 million or 18.1%23.0% of our assets were invested in net leased and other real estate properties and these properties were 96.7%87.5% occupied. The following table presents our net leased and other real estate investments as of March 31, 20232024 (dollars in thousands):
Count(1)
Carrying Value(2)
NOI three months ended March 31, 2023(3)
Count(1)
Count(1)
Carrying Value(2)
NOI for the three months ended March 31, 2024(3)
Net leased real estateNet leased real estate$589,411 $12,365 
Other real estateOther real estate158,876 3,905 
Total/Weighted average net leased and other real estateTotal/Weighted average net leased and other real estate10 $748,287 $16,270 

(1)Count represents the number of investments.
(2)Represents carrying values at our share as of March 31, 2023;2024; includes real estate tangible assets, deferred leasing costs and other intangible assets less intangible liabilities.
(3)Refer to “Non-GAAP Supplemental Financial Measures” for further information on NOI.
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The following table provides asset-level detail of our net leased and other real estate as of March 31, 2023:2024:
Collateral typeCity, StateNumber of Properties
Rentable square feet (“RSF”) / units/keys(1)
Weighted average % leased(2)
Weighted average lease term (yrs)(3)
Collateral typeCollateral typeCity, StateNumber of properties
Rentable square feet (“RSF”) / units/keys(1)
Weighted average % leased(2)
Weighted average lease term (yrs)(3)
Principal amount of debt(4)
Final debt maturity date
Net leased real estateNet leased real estate
Net lease 1
Net lease 1
Net lease 1Net lease 1IndustrialVarious - U.S.2,787,343 RSF100%15.4IndustrialVarious - U.S.2,787,343 RSF2,787,343 RSF100%14.4$200,000 Sep-33Sep-33
Net lease 2Net lease 2OfficeStavanger, Norway1,290,926 RSF100%7.2Net lease 2OfficeStavanger, Norway1,290,926 RSF1,290,926 RSF100%6.2147,517 Jun-25Jun-25
Net lease 3Net lease 3OfficeAurora, CO183,529 RSF100%4.7Net lease 3OfficeAurora, CO183,529 RSF183,529 RSF100%3.729,237 Aug-26Aug-26
Net lease 4Net lease 4OfficeIndianapolis, IN338,000 RSF100%7.8Net lease 4OfficeIndianapolis, IN338,000 RSF338,000 RSF100%6.821,825 Oct-27Oct-27
Net lease 5RetailVarious - U.S.319,600 RSF100%4.7
Net lease 5(5)
Net lease 5(5)
RetailVarious - U.S.319,600 RSF100%3.728,185 Nov-26 & Mar-28
Net lease 6Net lease 6RetailKeene, NH45,471 RSF100%5.8Net lease 6RetailKeene, NH45,471 RSF45,471 RSF100%4.86,746 Nov-26Nov-26
Net lease 7(4)
RetailSouth Portland, ME52,900 RSF100%8.8
Net lease 7Net lease 7RetailSouth Portland, ME52,900 RSF100%7.8— 
Net lease 8Net lease 8RetailFort Wayne, IN50,000 RSF100%1.4Net lease 8RetailFort Wayne, IN50,000 RSF50,000 RSF100%0.43,127 Nov-26Nov-26
Total/Weighted average net leased real estateTotal/Weighted average net leased real estate15 5,067,769 RSF100%10.4
Other real estateOther real estate
Other real estate 1(4)
OfficeCreve Coeur, MO847,604 RSF87%3.8
Other real estate 2(4)
OfficeWarrendale, PA496,414 RSF84%3.3
Other real estate
Other real estate
Other real estate 1
Other real estate 1
Other real estate 1OfficeCreve Coeur, MO847,604 RSF86%3.0$95,716 Oct-24
Other real estate 2Other real estate 2OfficeWarrendale, PA496,414 RSF85%5.261,333 Jan-25
Other real estate 3(6)
Other real estate 3(6)
OfficeLong Island City, NY128,195 RSF9%6.6— 
Other real estate 4(6)
Other real estate 4(6)
MultifamilyPhoenix, AZ236 Units72%n/a— 
Other real estate 5(6)
Other real estate 5(6)
OfficeLong Island City, NY220,872 RSF30%4.9— 
Other real estate 6(7)
Other real estate 6(7)
OfficeWashington, D.C.186,181 RSF23%0.9— 
Other real estate 7(6)
Other real estate 7(6)
OfficeOakland, CA90,693 RSF44%3.3— 
Total/Weighted average other real estateTotal/Weighted average other real estate12 1,344,018 RSF85%3.6
Total/Weighted average net leased and other real estate27 
Total net leased and other real estate
Total net leased and other real estate
Total net leased and other real estate

(1)Rentable square feet based on carrying value at our share as of March 31, 2023.2024.
(2)Represents the percent leased as of March 31, 2023.2024. Weighted average calculation based on carrying value at our share as of March 31, 2023.2024.
(3)Based on in-place leases (defined as occupied and paying leases) as of March 31, 2023,2024, and assumes that no renewal options are exercised. Weighted average calculation based on carrying value at our share as of March 31, 2023.2024.
(4)The current maturity of the debt on Net lease 7 is June 2023, the debt on Other real estate 1 is October 2024 and the debt on Other real estate 2 is January 2025.
Asset Specific Net Leased Summaries
Warehouse Distribution Portfolio Net Lease
Collateral typeCity, StateNumber of PropertiesRentable square feet (“RSF”) / units/keysWeighted average % leasedWeighted average lease term (yrs)
Net lease 1IndustrialVarious - U.S.22,787,343 RSF100%15.4
In August 2018 we acquired two warehouse distribution facilities located in Tracy, California and Tolleson, Arizona (the “Warehouse Distribution Portfolio”) for $292 million. These two properties are 100% occupied by a single tenant that is rated investment grade Ba1 from Moody’s. The tenant is a national grocer and these properties form a part of its national distribution network. The Warehouse Distribution Portfolio lease (the “Warehouse Distribution Portfolio Lease”) requires the tenant to pay for all real estate-related expenses, including operational expenditures, capital expenditures and taxes. The tenant has invested a significantRepresents principal amount of capital expenditures into each property over the past few years and has plans for additional capital expenditures in 2023. The Warehouse Distribution Portfolio Lease has a remaining lease term of 15.4 years ending in 2038. The tenant has the option to extend the lease for nine five-year periodsdebt at the same terms with rent adjusted to market rent. The Warehouse Distribution Portfolio Lease also has annual rent increases of 1.5%. Financing on the Warehouse Distribution Portfolio consists of mortgage and mezzanine debt for a total combined amount payable of $200 million. The debt is interest only at a blended fixed rate of 4.8% and matures in September 2028. The debt has a defeasance provision for any early loan prepayment. The tenant has made all rent payments and is current on all its financial obligations under the Warehouse Distribution Portfolio Lease. The tenant has recently announced a merger with another national grocer, which is pending regulatory approval. If the merger is approved, it is not expected to impact our lease agreement.
The Warehouse Distribution Portfolio has generated net operating income for the three months ended March 31, 2023, of $5.0 million; and the asset value on our consolidated balance sheet is $251.6 millionshare as of March 31, 2023.2024.
(5)Net lease 5 consists of two separate mortgage notes.
(6)Property was acquired through a deed-in-lieu of foreclosure.
(7)Property was acquired through foreclosure.


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Stavanger, Norway Office Net Lease
Collateral typeCity, StateNumber of PropertiesRentable square feet (“RSF”) / units/keysWeighted average % leasedWeighted average lease term (yrs)
Net lease 2OfficeStavanger, Norway11,290,926 RSF100%7.2
In July 2018, we acquired a class A office campus in Stavanger, Norway (the “Norway Net Lease”) for $320 million (NOK 2.6 billion). This property is 100% occupied by a single tenant that is rated investment grade AA-/Aa2 from S&P and Moody’s, respectively. The property serves as their global headquarters. The Norway Net Lease requires the tenant to pay for all real estate-related expenses, including operational expenditures, capital expenditures and municipality taxes. The Norway Net Lease has a weighted average remaining lease term of seven years and the tenant has the option to extend for two five-year periods at the same terms with rent adjusted to market rent, and there is a risk that the rent can decrease at that time. The Norway Net Lease also has annual rent increases based on the Norwegian CPI Index through 2030. The rent increase in 2023 was 6.1%. Our tenant has injected a significant amount of capital into improvements of the property over the past 10 years.
Financing on the Norway Net Lease consists of a mortgage payable of $153.3 million (NOK 1.6 billion) with a fixed rate of 3.9%, which matures in June 2025, at which time there will be five years remaining on the initial lease term. The financing includes a provision for annual appraisal valuation each May with loan-to-value (“LTV”) tests declining from 75% LTV beginning in year five, to 70% LTV after year eight and 65% LTV after year nine. The most recent valuation in May of 2022 resulted in an LTV of 67%. Market conditions could impact property valuations and continuing compliance with those annual tests, resulting in a cash trap subject to LTV rebalancing.
This five-year remaining lease term along with risk of a downward rent adjustment at the 2030 renewal, and the increase in interest rates, could adversely impact the refinancing or sale of the asset. Furthermore, we have no assurances that the tenant will remain at the property beyond 2030. The tenant has made all rent payments and is current on all its financial obligations under the lease. Both the lease payments and mortgage debt service are NOK denominated currency. We maintain a series of USD-NOK forward swaps in order to minimize our foreign currency cash flow risk. These forward swaps occur quarterly through May 2024, where we have agreed to sell NOK and buy USD at a locked in forward curve rate. However, only the lease payments are hedged through May 2024. The net equity and lease payments beyond May 2024 are not hedged at this time. Therefore, the Norway Net Lease net book value may be subject to fluctuations based on the USD-NOK impact on unhedged values.

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Results of Operations
The following table summarizes our portfolio results of operations for the three months ended March 31, 2023,2024 and December 31, 20222023 (dollars in thousands):
Three Months Ended March 31,Three Months Ended December 31,Q1’23 vs Q4’22
20232022Amount
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Net interest income
Net interest income
Net interest incomeNet interest income
Interest incomeInterest income$75,616 $74,856 $760 
Interest income
Interest income
Interest expenseInterest expense(42,662)(41,336)(1,326)
Interest income on mortgage loans held in securitization trusts— 3,471 (3,471)
Interest expense on mortgage obligations issued by securitization trusts— (3,383)3,383 
Interest expense
Interest expense
Net interest income
Net interest income
Net interest incomeNet interest income32,954 33,608 (654)
Property and other incomeProperty and other income
Property and other income
Property and other income
Property operating income
Property operating income
Property operating incomeProperty operating income22,551 21,978 573 
Other incomeOther income3,056 3,382 (326)
Other income
Other income
Total property and other income
Total property and other income
Total property and other incomeTotal property and other income25,607 25,360 247 
ExpensesExpenses 
Expenses
Expenses
Property operating expense
Property operating expense
Property operating expenseProperty operating expense5,852 6,418 (566)
Transaction, investment and servicing expenseTransaction, investment and servicing expense835 397 438 
Transaction, investment and servicing expense
Transaction, investment and servicing expense
Interest expense on real estate
Interest expense on real estate
Interest expense on real estateInterest expense on real estate5,509 6,997 (1,488)
Depreciation and amortizationDepreciation and amortization7,996 8,213 (217)
Increase of CECL reserve39,613 20,609 19,004 
Depreciation and amortization
Depreciation and amortization
Increase of current expected credit loss reserve
Increase of current expected credit loss reserve
Increase of current expected credit loss reserve
Impairment of operating real estate
Impairment of operating real estate
Impairment of operating real estate
Compensation and benefits
Compensation and benefits
Compensation and benefitsCompensation and benefits8,805 8,163 642 
Operating expenseOperating expense3,473 2,677 796 
Operating expense
Operating expense
Total expenses
Total expenses
Total expensesTotal expenses72,083 53,474 18,609 
Other incomeOther income
Unrealized gain on mortgage loans and obligations held in securitization trusts, net— 854 (854)
Realized loss on mortgage loans and obligations held in securitization trusts, net— (854)854 
Other income
Other income
Other gain, netOther gain, net655 40 615 
Income (loss) before equity in earnings of unconsolidated ventures and income taxes(12,867)5,534 (18,401)
Equity in earnings of unconsolidated ventures9,055 — 9,055 
Other gain, net
Other gain, net
Loss before equity in earnings of unconsolidated ventures and income taxes
Loss before equity in earnings of unconsolidated ventures and income taxes
Loss before equity in earnings of unconsolidated ventures and income taxes
Income tax expenseIncome tax expense(390)(1,304)914 
Net income (loss)$(4,202)$4,230 $(8,432)
Income tax expense
Income tax expense
Net loss
Net loss
Net loss

Comparison of Three Months Ended March 31, 20232024 and December 31, 20222023
Net Interest Income
Interest income
Interest income increaseddecreased by $0.8$5.6 million to $75.6$67.6 million for the three months ended March 31, 20232024 as compared to the three months ended December 31, 2022.2023. The increasedecrease was primarily due to $6.4$2.9 million related to higher LIBOR and SOFR interest rates partially offset by $4.9 million related tofrom loan repayments and $0.5$1.4 million of higher yield maintenance and accelerated amortization income recognizedfrom one loan placed on nonaccrual status during the three months ended December 31, 2022.2023 and one placed on nonaccrual status during the three months ended March 31, 2024.
Interest expense
Interest expense increaseddecreased by $1.3$2.8 million to $42.7$40.1 million for the three months ended March 31, 20232024 as compared to the three months ended December 31, 2022.2023. The increasedecrease was driven by $3.4primarily due to $2.8 million related to higher LIBOR and SOFR rates offset by $2.3 million related to payoffs of financings in connection with loan repayments.
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Net interest income on mortgage loans and obligations held in securitization trusts, net
We did not hold any retained interests of securitization trusts, net during the three months ended March 31, 2023 following the sale of the retained interests of a securitization trust during the fourth quarter of 2022. We recorded $0.1 million of net interest income on mortgage loans and obligations held in securitization trusts, net during the three months ended December 31, 2022.from financing paydowns.
Property and other income
Property operating income
Property operating income increased by $0.6$0.2 million to $22.6$25.1 million for the three months ended March 31, 2023,2024, as compared to the three months ended December 31, 2022,2023. The increase was primarily due to an increase$0.8 million from a multifamily property acquired via deed-in-lieu of foreclosure in December 2023 and $0.5 million from 2024 rent increases at one office property partially offset by $0.8 million in lower rental income related to anfrom another office property.




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Other income
Other income decreased by $0.3$1.7 million to $3.1 million duringfor the three months ended March 31, 2023,2024 as compared to the three months ended December 31, 2022,2023, primarily due to lower reimbursementone-time income related to an office property partially offset by higher income from money market investments.items recognized during the three months ended December 31, 2023.
Expenses
Property operating expense
Property operating expense decreasedincreased by $0.6$0.7 million to $5.9$8.6 million for the three months ended March 31, 2023,2024, as compared to the three months ended December 31, 2022,2023. The increase was primarily due to decreased expenses related to an office property.$0.7 million from a multifamily property acquired via deed-in-lieu of foreclosure in December 2023.
Transaction, investment and servicing expense
Transaction, investment and servicing expense increased by $0.4$0.1 million to $0.8$0.6 million for the three months ended March 31, 20232024 as compared to the three months ended December 31, 2022,2023, primarily due to increased franchise tax expense.
Interest expense on real estate
Interest expense on real estate decreased by a de minimis amount for the three months ended March 31, 2024, as compared to the three months ended December 31, 2023.
Depreciation and amortization
Depreciation and amortization expense increased by $1.7 million to $10.4 million for the three months ended March 31, 2024, as compared to the three months ended December 31, 2023. The increase was primarily due to a multifamily property acquired via deed-in-lieu of foreclosure in December 2023.
Increase of current expected credit loss reserve
We recorded total CECL reserves of $74.4 million during the three months ended March 31, 2024, which is comprised of $67.3 million of general reserves and $7.1 million of specific reserves related to one multifamily loan. The increase in our general CECL reserve was primarily driven by the macroeconomic conditions, as well as specific inputs on certain office and multifamily properties utilized in our general CECL model. The specific CECL reserve was based on the estimated proceeds we expect to receive from the borrower upon the borrower’s sale of the loan collateral. We recorded total CECL reserves of $31.9 million during the three months ended December 31, 2023, which is comprised of $21.4 million of general reserves and $10.4 million of specific reserves primarily related to one multifamily loan.
Impairment of operating real estate
We recorded impairment of $7.6 million on one office property following a reduction in the estimated holding period during the three months ended December 31, 2023.
Compensation and benefits
Compensation and benefits decreased by $0.6 million to $8.8 million for the three months ended March 31, 2024, as compared to the three months ended December 31, 2023, primarily due to lower stock compensation expense partially offset by higher payroll tax and benefit expense.
Operating expense
Operating expense increased by $0.1 million to $3.2 million for the three months ended March 31, 2024 as compared to the three months ended December 31, 2023. The increase was primarily due to higher third-party costs incurred during the first quarter of 2024.
Other income
Other gain, net
Other gain, net increased by $0.3 million to $0.3 million for the three months ended March 31, 2024, as compared to the three months ended December 31, 2023, primarily due to foreign currency remeasurement.




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Income tax expense
Income tax expense increased by a de minimis amount to $0.3 million for the three months ended March 31, 2024, as compared to the three months ended December 31, 2023.

The following table summarizes our portfolio results of operations for the three months ended March 31, 2024 and March 31, 2023 (dollars in thousands):
Three Months Ended March 31,Three Months Ended March 31,Q1’24 vs Q1’23
20242023Amount
Net interest income
Interest income$67,563 $75,616 $(8,053)
Interest expense(40,133)(42,662)2,529 
Net interest income27,430 32,954 (5,524)
Property and other income
Property operating income25,105 22,551 2,554 
Other income3,099 3,056 43 
Total property and other income28,204 25,607 2,597 
Expenses 
Property operating expense8,645 5,852 2,793 
Transaction, investment and servicing expense622 835 (213)
Interest expense on real estate6,782 5,509 1,273 
Depreciation and amortization10,390 7,996 2,394 
Increase of CECL reserve74,411 39,613 34,798 
Compensation and benefits8,771 8,805 (34)
Operating expense3,199 3,473 (274)
Total expenses112,820 72,083 40,737 
Other income
Other gain, net331 655 (324)
Loss before equity in earnings of unconsolidated ventures and income taxes(56,855)(12,867)(43,988)
Equity in earnings of unconsolidated ventures— 9,055 (9,055)
Income tax expense(252)(390)138 
Net loss$(57,107)$(4,202)$(52,905)

Comparison of Three Months EndedMarch 31, 2024 and Three Months EndedMarch 31, 2023
Net Interest Income
Interest income
Interest income decreased by $8.1 million to $67.6 million for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023. The decrease was primarily due to $9.1 million from loan repayments, $3.3 million from defaulted loans where we acquired five properties through deeds-in-lieu and foreclosure and $2.0 million for loans placed on nonaccrual status. This was partially offset by $5.0 million from higher interest rates.
Interest expense
Interest expense decreased by $2.5 million to $40.1 million for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023. The decrease was driven by $5.4 million related to financing payoffs partially offset by an increase of $1.8 million from higher interest rates and $1.0 million from additional financing draws.




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Property and other income
Property operating income
Property operating income increased by $2.6 million to $25.1 million for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The increase was primarily driven by $2.5 million from the acquisition of five properties during 2023 through deeds-in-lieu of foreclosure and foreclosure.
Other income
Other income increased by a de minimis amount to $3.1 million during the three months ended March 31, 2024, as compared to the three months ended March 31, 2023.
Expenses
Property operating expense
Property operating expense increased by $2.8 million to $8.6 million for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The increase was primarily driven by the acquisition of five properties during 2023 through deeds-in-lieu of foreclosure and foreclosure.
Transaction, investment and servicing expense
Transaction, investment and servicing expense decreased by $0.2 million to $0.6 million for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, primarily due to costs associated with a secondary offering of shares of our classClass A common stock.stock in the first quarter of 2023.
Interest expense on real estate
Interest expense on real estate decreasedincreased by $1.5$1.3 million to $5.5$6.8 million for the three months ended March 31, 2023,2024, as compared to the three months ended DecemberMarch 31, 2022.2023. The decreaseincrease was primarily due to amortization income recorded on above-market debt during the three months ended March 31, 2023.
Depreciation and amortization
Depreciation and amortization expense decreasedincreased by $0.2$2.4 million to $8.0$10.4 million for the three months ended March 31, 2023,2024, as compared to the three months ended DecemberMarch 31, 2022.2023. The decreaseincrease was primarily due to fully depreciating and amortizing assets associated with a retail property.driven by the acquisition of four properties during 2023 through deeds-in-lieu of foreclosure.
Increase (decrease) of CECL reserve
We recorded total CECL reserves of $74.4 million during the three months ended March 31, 2024, which is comprised of $67.3 million of general reserves and $7.1 million of specific reserves related to one multifamily loan. The increase in our general CECL reserve was primarily driven by the macroeconomic conditions, as well as specific inputs on certain office and multifamily properties utilized in our general CECL model. The specific CECL reserve was based on the estimated proceeds we expect to receive from the borrower upon the borrower’s sale of the loan collateral. We recorded total CECL reserves of $39.6 million forduring the three months ended March 31, 2023, as compared to reserves of $20.6 million for three months ended December 31, 2022. The increase wasprimarily driven by an increase of specific CECL reserves related to two office senior loans and one development mezzanine loan. Refer to “Our Portfolio - Asset Specific Loan Summaries” section for further discussion.
Compensation and benefits
Compensation and benefits increaseddecreased by $0.6 milliona de minimis amount to $8.8 million for the three months ended March 31, 2023,2024, as compared to the three months ended DecemberMarch 31, 2022. This was primarily due to an increase in employee stock compensation expense and payroll taxes related to stock vesting events, which occur annually during the first quarter.2023.
Operating expense
Operating expense increaseddecreased by $0.8$0.3 million to $3.5$3.2 million for the three months ended March 31, 2023,2024, as compared to the three months ended DecemberMarch 31, 2022. The increase2023. This decrease was primarily due to higher third-partylower third party costs incurred during the first quarter of 2024.
Other income
Other gain, net
Other gain, net decreased by $0.3 million to $0.3 million for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. This was primarily due to lower unrealized gains on foreign currency hedges.
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Other income (loss)
Unrealized gain on mortgage loans and obligations held in securitization trusts, net
During the three months ended December 31, 2022, we recorded a $0.9 million unrealized gain on mortgage loans and obligations held in securitization trusts, net due to the sale of the retained interests of a securitization trust during the fourth quarter of 2022.
Realized loss on mortgage loans and obligations held in securitization trusts, net
During the three months ended December 31, 2022, we recorded a $0.9 million realized loss on mortgage loans and obligations held in securitization trusts, net due to the sale of the retained interests of a securitization trust during the fourth quarter of 2022.
Other gain, net
During the three months ended March 31, 2023, we recorded other gain, net of $0.7 million, primarily due to gains related to foreign currency hedges. During the three months ended December 31, 2022, we recorded a de minimis gain primarily due to the gain on sale of a securitization trust offset by losses related to foreign currency hedges.
Equity in earnings of unconsolidated ventures
We did not record equity in earnings of unconsolidated ventures during the three months ended March 31, 2024. During the three months ended March 31, 2023, we realized a one-time gain from our ratable share of dispute resolution proceeds of approximately $9.0 million from the senior mezzanine lender of the Development Mezzanine Loan in connection with our prior Los Angeles, California mixed-use project and retained B-participation investment. In connection with the settlement, effective January 26, 2023, we have no further interest in the loan or investment. We did not record equity in earnings of unconsolidated ventures during the three months ended December 31, 2022.
Income tax benefit (expense)expense
Income tax expense decreased by $0.9$0.1 million to $0.4$0.3 million for the three months ended March 31, 2023,2024, as compared to the three months ended December 31, 2022, due to return to provision adjustments booked in the quarter ended December 31, 2022.

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Three Months Ended March 31,Three Months Ended March 31,Q1’23 vs Q1’22
20232022Amount
Net interest income
Interest income$75,616 $44,570 $31,046 
Interest expense(42,662)(16,072)(26,590)
Interest income on mortgage loans held in securitization trusts— 9,375 (9,375)
Interest expense on mortgage obligations issued by securitization trusts— (8,488)8,488 
Net interest income32,954 29,385 3,569 
Property and other income
Property operating income22,551 24,168 (1,617)
Other income3,056 276 2,780 
Total property and other income25,607 24,444 1,163 
Expenses 
Property operating expense5,852 6,724 (872)
Transaction, investment and servicing expense835 1,124 (289)
Interest expense on real estate5,509 7,556 (2,047)
Depreciation and amortization7,996 8,594 (598)
Increase (decrease) of CECL reserve39,613 (866)40,479 
Compensation and benefits8,805 8,225 580 
Operating expense3,473 4,349 (876)
Total expenses72,083 35,706 36,377 
Other income
Other gain, net655 10,288 (9,633)
Income (loss) before equity in earnings of unconsolidated ventures and income taxes(12,867)28,411 (41,278)
Equity in earnings of unconsolidated ventures9,055 25 9,030 
Income tax expense(390)(36)(354)
Net income (loss)$(4,202)$28,400 $(32,602)
Comparison of Three Months Ended March 31, 2023 andMarch 31, 2022
Net Interest Income
Interest income
Interest income increased by $31.0 million to $75.6 million for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. The increase was primarily due to $25.2 million related to higher LIBOR and SOFR interest rates and $16.6 million related to loan originations, which was offset by $10.5 million following loan repayments.
Interest expense
Interest expense increased by $26.6 million to $42.7 million for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. The increase was primarily due to $15.3 million related to higher LIBOR and SOFR rates and $12.8 million related to financings on new loans. This was partially offset by $2.1 million related to paydowns on financings.
Net interest income on mortgage loans and obligations held in securitization trusts, net
We did not hold any retained interests of securitization trusts, net during the three months ended March 31, 2023 following the sale of the retained interests of a securitization trust during the fourth quarter of 2022. We recorded $0.9 million of net interest income on mortgage loans and obligations held in securitization trusts, net during the three months ended March 31, 2022.

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Property and other income
Property operating income
Property operating income decreased by $1.6 million to $22.6 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The decrease was primarily due to real estate properties sold in the first quarter of 2022.
Other income
Other income increased by $2.8 million to $3.1 million for the three months ended March 31, 2023 primarily due to higherdecrease in taxable income from money market investments.
Expenses
Property operating expense
Property operating expense decreased by $0.9 million to $5.9 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The decrease was primarily due to real estate properties sold in the first quarter of 2022.
Transaction, investment and servicing expense
Transaction, investment and servicing expense decreased by $0.3 million to $0.8 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022 primarily due to lower tax-related costs incurred in the first quarter of 2023.
Interest expense on real estate
Interest expense on real estate decreased by $2.0 million to $5.5 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The decrease was primarily due to amortization recorded during the three months ended March 31, 2023.
Depreciation and amortization
Depreciation and amortization expense decreased by $0.6 million to $8.0 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The decrease was primarily due to fully depreciating and amortizing assets associated with a retail property.
Increase (decrease) of CECL reserve
During the three months ended March 31, 2023, we recorded CECL reserves of $39.6 million. This was driven by specific reserves related to two office senior loans and one development mezzanine loan. Refer to “Our Portfolio - Asset Specific Loan Summaries” section for further discussion.
Compensation and benefits
Compensation and benefits increased by $0.6 million to $8.8 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022 primarily due to an increase in employee stock compensation expense and payroll taxes related to stock vesting events.
Operating expense
Operating expense decreased by $0.9 million to $3.5 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The decrease was primarily due to lower legal, audit and insurance costs.
Other income (loss)
Other gain, net
Other gain, net decreased by $9.6 million to $0.7 million during the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, primarily due to realized gains associated with two property sales recorded in the first quarter of 2022.
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Equity in earnings of unconsolidated ventures
We realized a one-time gain from its ratable share of dispute resolution proceeds of approximately $9.0 million from the senior mezzanine lender at our prior Los Angeles, California mixed-use project construction mezzanine loan and retained B-participation investment. In connection with the settlement, effective January 26, 2023, we have no further interest in the loan or investment. We recorded de minimis equity in earnings of unconsolidated ventures during the three months ended March 31, 2022.
Income tax benefit (expense)
Income tax expense increased by $0.4 million to $0.4 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, primarily due to an increase in taxable income.Stavanger, Norway office property.
Book Value Per Share
The following table calculates our GAAP book value per share and undepreciated book value per share ($ in thousands, except per share data):
March 31, 2023December 31, 2022
March 31, 2024
March 31, 2024
March 31, 2024
Stockholders’ Equity excluding noncontrolling interests in investment entities
Stockholders’ Equity excluding noncontrolling interests in investment entities
Stockholders’ Equity excluding noncontrolling interests in investment entitiesStockholders’ Equity excluding noncontrolling interests in investment entities$1,353,418 $1,387,768 
SharesShares
Shares
Shares
Class A common stock
Class A common stock
Class A common stock Class A common stock129,946 128,872 
Total outstandingTotal outstanding129,946 128,872 
Total outstanding
Total outstanding
GAAP book value per share
GAAP book value per share
GAAP book value per shareGAAP book value per share$10.41 $10.77 
Accumulated depreciation and amortization per shareAccumulated depreciation and amortization per share$1.33 $1.29 
Accumulated depreciation and amortization per share
Accumulated depreciation and amortization per share
Undepreciated book value per share(1)
Undepreciated book value per share(1)
$11.74 $12.06 
Undepreciated book value per share(1)
Undepreciated book value per share(1)
_________________________________
(1)Excludes the impact of our pro ratapro-rata share of accumulated depreciation and amortization on real estate investments (including related intangible assets and liabilities).
Non-GAAP Supplemental Financial Measures
Distributable Earnings
We present Distributable Earnings, which is a non-GAAP supplemental financial measure of our performance. We believe that Distributable Earnings provides meaningful information to consider in addition to our net income and cash flow from operating activities determined in accordance with GAAP, and this metric is a useful indicator for investors in evaluating and comparing our operating performance to our peers and our ability to pay dividends. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 2018. As a REIT, we are required to distribute substantially all of our taxable income and we believe that dividends are one of the principal reasons investors invest in credit or commercial mortgage REITs such as our company. Over time, Distributable Earnings has been a useful indicator of our dividends per share and we consider that measure in determining the dividend, if any, to be paid. This supplemental financial measure also helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current portfolio and operations.
We define Distributable Earnings as GAAP net income (loss) attributable to our common stockholders (or, without duplication, the owners of the common equity of our direct subsidiaries, such as our OP) and excluding (i) non-cash equity compensation expense, (ii) the expenses incurred in connection with our formation or other strategic transactions, (iii) the incentive fee, (iv) acquisition costs from successful acquisitions, (v) gains or losses from sales of real estate property and impairment write-downs of depreciable real estate, including unconsolidated joint ventures and preferred equity investments, (vi) general CECL reserves determined by probability of default/loss given default (“PD/LGD”) model, (vii) depreciation and amortization, (viii) any unrealized gains or losses or other similar non-cash items that are included in net income for the current quarter, regardless of whether such items are included in other comprehensive income or loss, or in net income, (ix) one-time events pursuant to changes in GAAP and (x) certain material non-cash income or expense items that in the judgment of management should not be included in Distributable Earnings. For clauses (ix) and (x), such exclusions shall only be applied after approval by a majority of our independent directors. Distributable Earnings include specific CECL reserves when realized. Loan losses are realized when such amounts are deemed nonrecoverable at the time the loan is repaid, or if the underlying asset is sold following foreclosure, or if we determine that it is probable that all amounts due will not be collected; realized loan losses to be included in Distributable Earnings is the difference between the cash received, or expected to be received, and the book value of the asset.
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Additionally, we define Adjusted Distributable Earnings as Distributable Earnings excluding (i) realized gains and losses on asset sales, (ii) fair value adjustments, which represent mark-to-market adjustments to investments in unconsolidated ventures based on an exit price, defined as the estimated price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants, (iii) unrealized gains or losses, (iv) realized specific CECL reserves and (v) one-time gains or losses that in the judgement of management should not be included in Adjusted Distributable Earnings. We believe Adjusted Distributable Earnings is a useful indicator for investors to further evaluate and compare our operating performance to our peers and our ability to pay dividends, net of the impact of any gains or losses on assets sales or fair value adjustments, as described above.
Distributable Earnings and Adjusted Distributable Earnings do not represent net income or cash generated from operating activities and should not be considered as an alternative to GAAP net income or an indication of our cash flows from operating activities determined in accordance with GAAP, a measure of our liquidity, or an indication of funds available to fund our cash needs. In addition, our methodology for calculating Distributable Earnings and Adjusted Distributable Earnings may differ from methodologies employed by other companies to calculate the same or similar non-GAAP supplemental financial measures, and accordingly, our reported Distributable Earnings and Adjusted Distributable Earnings may not be comparable to the Distributable Earnings and Adjusted Distributable Earnings reported by other companies.
The following table presentstables present a reconciliation of net income (loss) attributable to our common stockholders to Distributable Earnings and Adjusted Distributable Earnings attributable to our common stockholders and noncontrolling interest of the Operating Partnership (dollars and share amounts in thousands, except per share data) for the three months ended March 31, 20232024 and 2022:2023:
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Net loss attributable to BrightSpire Capital, Inc. common stockholders
Net loss attributable to BrightSpire Capital, Inc. common stockholders
Net loss attributable to BrightSpire Capital, Inc. common stockholders
Adjustments:
Adjustments:
Adjustments:
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$(4,127)$27,724 
Adjustments:
Net income (loss) attributable to noncontrolling interest of the Operating Partnership— 654 
Non-cash equity compensation expense
Non-cash equity compensation expense
Non-cash equity compensation expenseNon-cash equity compensation expense2,295 1,880 
Depreciation and amortizationDepreciation and amortization6,556 8,603 
Depreciation and amortization
Depreciation and amortization
Net unrealized loss (gain):
Net unrealized loss (gain):
Net unrealized loss (gain):Net unrealized loss (gain):
Other unrealized (gain) loss on investments(550)1,448 
Other unrealized gain on investments
Other unrealized gain on investments
Other unrealized gain on investments
General CECL reservesGeneral CECL reserves(15,394)(866)
Gain on sales of real estate, preferred equity and investments in unconsolidated joint ventures— (10,503)
General CECL reserves
General CECL reserves
Adjustments related to noncontrolling interests
Adjustments related to noncontrolling interests
Adjustments related to noncontrolling interestsAdjustments related to noncontrolling interests(258)(165)
Distributable Earnings (Loss) attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating PartnershipDistributable Earnings (Loss) attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership$(11,478)$28,775 
Distributable Earnings (Loss) attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership
Distributable Earnings (Loss) attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership
Distributable Earnings (Loss) per share(1)
Distributable Earnings (Loss) per share(1)
Distributable Earnings (Loss) per share(1)
Distributable Earnings (Loss) per share(1)
$(0.09)$0.22 
Adjustments:Adjustments:
Adjustments:
Adjustments:
Specific CECL reservesSpecific CECL reserves$55,007 $— 
Specific CECL reserves
Specific CECL reserves
Fair value adjustments
Fair value adjustments
Fair value adjustmentsFair value adjustments(9,055)— 
Adjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating PartnershipAdjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership$34,474 $28,775 
Adjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership
Adjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership
Adjusted Distributable Earnings per share(1)
Adjusted Distributable Earnings per share(1)
$0.27 $0.22 
Weighted average number of common shares and OP units(1)
129,202 132,821 
Adjusted Distributable Earnings per share(1)
Adjusted Distributable Earnings per share(1)
Weighted average number of shares of Class A common stock(1)
Weighted average number of shares of Class A common stock(1)
Weighted average number of shares of Class A common stock(1)

(1)We calculate Distributable Earnings (Loss) per share, and Adjusted Distributable Earnings per share, non-GAAP financial measures, based on a weighted-average number of common shares and OP units (held by members other than us or our subsidiaries). For the three months ended March 31, 2022 included 3.1 million OP units.shares.
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NOI
We believe NOI to be a useful measure of operating performance of our net leased and other real estate portfolios as they are more closely linked to the direct results of operations at the property level. NOI excludes historical cost depreciation and amortization, which are based on different useful life estimates depending on the age of the properties, as well as adjustments for the effects of real estate impairment and gains or losses on sales of depreciated properties, which eliminate differences arising from investment and disposition decisions. Additionally, by excluding corporate level expenses or benefits such as interest expense, any gain or loss on early extinguishment of debt and income taxes, which are incurred by the parent entity and are not directly linked to the operating performance of the Company’s properties, NOI provides a measure of operating performance independent of the Company’s capital structure and indebtedness. However, the exclusion of these items as well as others, such as capital expenditures and leasing costs, which are necessary to maintain the operating performance of the




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Company’s properties, and transaction costs and administrative costs, may limit the usefulness of NOI. NOI may fail to capture significant trends in these components of GAAP net income (loss) which further limits its usefulness.
NOI should not be considered as an alternative to net income (loss), determined in accordance with GAAP, as an indicator of operating performance. In addition, our methodology for calculating NOI involves subjective judgment and discretion and may differ from the methodologies used by other companies, when calculating the same or similar supplemental financial measures and may not be comparable with other companies.
The following tables present a reconciliation of net income (loss) on our net leased and other real estate portfolios attributable to our common stockholders to NOI attributable to our common stockholders (dollars in thousands) for the three months ended March 31, 20232024 and 2022:2023:
Three Months Ended March 31,
20232022
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$(4,127)$27,724 
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
Net loss attributable to BrightSpire Capital, Inc. common stockholders
Net loss attributable to BrightSpire Capital, Inc. common stockholders
Net loss attributable to BrightSpire Capital, Inc. common stockholders
Adjustments:
Adjustments:
Adjustments:Adjustments:
Net (income) loss attributable to non-net leased and other real estate portfolios(1)
7,636 (16,242)
Net income (loss) attributable to noncontrolling interests in investment entities(75)22 
Net loss attributable to non-net leased and other real estate portfolios(1)
Net loss attributable to non-net leased and other real estate portfolios(1)
Net loss attributable to non-net leased and other real estate portfolios(1)
Net loss attributable to noncontrolling interests in investment entities
Net loss attributable to noncontrolling interests in investment entities
Net loss attributable to noncontrolling interests in investment entities
Amortization of above- and below-market lease intangiblesAmortization of above- and below-market lease intangibles(139)(41)
Amortization of above- and below-market lease intangibles
Amortization of above- and below-market lease intangibles
Interest income
Interest income
Interest income
Interest expense on real estateInterest expense on real estate5,509 7,556 
Interest expense on real estate
Interest expense on real estate
Other income
Other income
Other income
Transaction, investment and servicing expenseTransaction, investment and servicing expense35 100 
Transaction, investment and servicing expense
Transaction, investment and servicing expense
Depreciation and amortization
Depreciation and amortization
Depreciation and amortizationDepreciation and amortization7,938 8,551 
Operating expenseOperating expense32 
Operating expense
Operating expense
Other gain on investments, net
Other gain on investments, net
Other gain on investments, netOther gain on investments, net(553)(10,369)
Income tax expenseIncome tax expense345 69 
Income tax expense
Income tax expense
NOI attributable to noncontrolling interest in investment entities
NOI attributable to noncontrolling interest in investment entities
NOI attributable to noncontrolling interest in investment entitiesNOI attributable to noncontrolling interest in investment entities(300)(309)
Total NOI, at shareTotal NOI, at share$16,270 $17,093 
Total NOI, at share
Total NOI, at share

(1)Net income (loss)(income) loss attributable to non-net leased and other real estate portfolios includes net (income) loss on our senior and mezzanine loans and preferred equity CRE debt securities and corporate and other business segments.
Liquidity and Capital Resources
Overview
Our material cash commitments include commitments to repay borrowings, finance our assets and operations, meet future funding obligations, make distributions to our stockholders and fund other general business needs. We use significant cash to make investments, meet commitments to existing investments, repay the principal of and interest on our borrowings and pay other financing costs, make distributions to our stockholders and fund our operations.
Our primary sources of liquidity include cash on hand, cash generated from our operating activities and cash generated from asset sales and investment maturities. However, subject to maintaining our qualification as a REIT and our Investment Company Act exclusion, we may use several sources to finance our business, including bank credit facilities (including term loans and revolving facilities), master repurchase facilities and securitizations, as described below. In addition to our current sources of liquidity, there may be opportunities from time to time to access liquidity through public offerings of debt and equity securities. We have sufficient sources of liquidity to meet our material cash commitments for the next 12 months and beyond.the foreseeable future.
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Financing Strategy
We have a multi-pronged financing strategy that includes an up to $165.0 million secured revolving credit facility as of March 31, 2023,2024, up to approximately $2.3$2.0 billion in secured revolving repurchase facilities, $1.1 billion$907.2 million in non-recourse securitization financing, $618.2$606.3 million in commercial mortgages and $27.9$34.5 million in other asset-level financing structures (refer to “Bank Credit Facility” section below for further discussion). structures.




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In addition, we may use other forms of financing, including additional warehouse facilities, public and private secured and unsecured debt issuances and equity or equity-related securities issuances by us or our subsidiaries. We may also finance a portion of our investments through the syndication of one or more interests in a whole loan. We will seek to match the nature and duration of the financing with the underlying asset’s cash flow, including using hedges, as appropriate.
Debt-to-Equity Ratio
The following table presents our debt-to-equity ratio:
March 31, 20232024December 31, 20222023
Debt-to-equity ratio(1)
2.0x2.0x1.9x

(1)Represents (i) total consolidated outstanding secured debt less cash and cash equivalents of $313.5$221.5 million and $306.3$257.5 million at March 31, 20232024 and December 31, 2022,2023, respectively to (ii) total equity, in each case, at period end.
Potential Sources of Liquidity
As discussed in greater detail above under “Trends Affecting our Business,” and “Factors Impacting Our Operating Results” overall market uncertainty coupled with rising inflation and interest rates have tempered the loan financing markets recently. A rising interest rate environment will result in increased interest expense on our variable rate debt that is not hedged and may result in disruptions to our borrowers’ and tenants’ ability to finance their activities, which would similarly adversely impact their ability to make their monthly mortgage payments and meet their loan obligations. Additionally, due to the current market conditions, warehouse lenders may take a more conservative stance by increasing funding costs, which may lead to margin calls.
Our primary sources of liquidity include borrowings available under our credit facilities, master repurchase facilities and monthly mortgage payments from our borrowers.
Bank Credit Facilities
We use bank credit facilities (including term loans and revolving facilities) to finance our business. These financings may be collateralized or non-collateralized and may involve one or more lenders. Credit facilities typically have maturities ranging from two to five years and may accrue interest at either fixed or floating rates.
On January 28, 2022, the OP (together with certain subsidiaries of the OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the several lenders from time to time party thereto (the “Lenders”), pursuant to which the Lenders agreed to provide a revolving credit facility in the aggregate principal amount of up to $165.0 million, of which up to $25.0 million is available as letters of credit. Loans under the Credit Agreement may be advanced in U.S. dollars and certain foreign currencies, including euros, pounds sterling and Swiss francs. The Credit Agreement amended and restated the OP’s prior $300.0 million revolving credit facility that would have matured on February 1, 2022.
The Credit Agreement also includes an option for the Borrowers to increase the maximum available principal amount of up to $300.0 million, subject to one or more new or existing Lenders agreeing to provide such additional loan commitments and satisfaction of other customary conditions.
Advances under the Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower’s election, either (x) an adjusted SOFR rate plus a margin of 2.25%, or (y) a base rate equal to the highest of (i) the Wall Street Journal’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the adjusted SOFR rate plus 1.00%, plus a margin of 1.25%. An unused commitment fee at a rate of 0.25% or 0.35%, per annum, depending on the amount of facility utilization, applies to un-utilized borrowing capacity under the Credit Agreement. Amounts owed under the Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a SOFR rate election is in effect.
The maximum amount available for borrowing at any time under the Credit Agreement is limited to a borrowing base valuation of certain investment assets, with the valuation of such investment assets generally determined according to a percentage of
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adjusted net book value. As of date hereof, the borrowing base valuation is sufficient to permit borrowings of up to $165.0 million. If any borrowing is outstanding for more than 180 days after its initial draw, the borrowing base valuation will be reduced by 50% until all outstanding borrowings are repaid in full. The ability to borrow new amounts under the Credit Agreement terminates on January 31, 2026, at which time the OP may, at its election and by written notice to the Administrative Agent, extend the termination date for two (2) additional terms of six (6) months each, subject to the terms and conditions in the Credit Agreement, resulting in a latest termination date of January 31, 2027.




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The obligations of the Borrowers under the Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement by substantially all material wholly owned subsidiaries of the OP (the “Guarantors”) in favor of the Administrative Agent (the “Guarantee and Collateral Agreement”) and, subject to certain exceptions, secured by a pledge of substantially all equity interests owned by the Borrowers and the Guarantors, as well as by a security interest in deposit accounts of the Borrowers and the Guarantors in which the proceeds of investment asset distributions are maintained.
The Credit Agreement contains various affirmative and negative covenants, including, among other things, the obligation of the Company to maintain REIT status and be listed on the New York Stock Exchange, and limitations on debt, liens and restricted payments. In addition, the Credit Agreement includes the following financial covenants applicable to the OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of the OP to be greater than or equal to the sum of (i) $1,112,000,000 and (ii) 70% of the net cash proceeds received by the OP from any offering of its common equity after September 30, 2021 and of the net cash proceeds from any offering by the Company of its common equity to the extent such proceeds are contributed to the OP, excluding any such proceeds that are contributed to the OP within ninety (90) days of receipt and applied to acquire capital stock of the OP; (b) the OP’s ratio of EBITDA plus lease expenses to fixed charges for any period of four consecutive fiscal quarters to be not less than 1.50 to 1.00; (c) the OP’s minimum interest coverage ratio to be not less than 3.00 to 1.00; and (d) the OP’s ratio of consolidated total debt to consolidated total assets to be not more than 0.80 to 1.00. The Credit Agreement also includes customary events of default, including, among other things, failure to make payments when due, breach of covenants or representations, cross default to material indebtedness, material judgment defaults, bankruptcy matters involving any Borrower or any Guarantor and certain change of control events. The occurrence of an event of default will limit the ability of the OP and its subsidiaries to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.
As of March 31, 2023,2024, we were in compliance with all of our financial covenants under the Credit Agreement.
Master Repurchase Facilities
Currently, our primary source of financing is our Master Repurchase Facilities, which we use to finance the origination of senior loans. Repurchase agreements effectively allow us to borrow against loans that we own in an amount generally equal to (i) the market value of such loans multiplied by (ii) the applicable advance rate. Under these agreements, we sell our loans to a counterparty and agree to repurchase the same loans from the counterparty at a price equal to the original sales price plus an interest factor. During the term of a repurchase agreement, we receive the principal and interest on the related loans and pay interest to the lender under the master repurchase agreement. We intend to maintain formal relationships with multiple counterparties to obtain master repurchase financing of favorable terms.financing.
The following table presents a summary of our Master Repurchase and Bank Credit Facilities as of March 31, 20232024 (dollars in thousands):
Maximum Facility SizeCurrent BorrowingsWeighted Average Final Maturity (Years)
Weighted Average Interest Rate(1)
Maximum Facility SizeMaximum Facility SizeCurrent BorrowingsWeighted Average Final Maturity (Years)
Weighted Average Interest Rate(1)
Master Repurchase FacilitiesMaster Repurchase Facilities
Bank 1
Bank 1
Bank 1Bank 1$600,000 $522,677 4.0 SOFR + 2.17%$600,000 $$392,534 3.0 3.0  SOFR + 2.19% SOFR + 2.19%
Bank 2Bank 2600,000 309,113 3.0 LIBOR/SOFR + 1.88%Bank 2600,000 245,810 245,810 3.0 3.0  SOFR + 1.96% SOFR + 1.96%
Bank 3Bank 3400,000 236,718 4.2 SOFR + 1.74%Bank 3400,000 237,985 237,985 3.2 3.2  SOFR + 1.74% SOFR + 1.74%
Bank 4Bank 4400,000 223,668 4.3 SOFR + 1.86%Bank 4400,000 155,187 155,187 3.3 3.3  SOFR + 1.79% SOFR + 1.79%
Bank 5250,000 — 2.2 LIBOR/SOFR + 1.86%
Total Master Repurchase FacilitiesTotal Master Repurchase Facilities2,250,000 1,292,176 
Bank Credit FacilityBank Credit Facility165,000 — — SOFR + 2.25%
Bank Credit Facility
Bank Credit Facility165,000 — 2.8 SOFR + 2.25%
Total FacilitiesTotal Facilities$2,415,000 $1,292,176 
Total Facilities
Total Facilities
_________________________________________
(1)The Company utilized the Secured Overnight Financing Rate (“SOFR”) for all deals beginning January 1, 2022.All facilities utilize Term SOFR at March 31, 2024.
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The following table presents the quarterly average unpaid principal balance (“UPB”), end of period UPB and the maximum UPB at any month-end related to our Master Repurchase Facilities and Bank Credit Facility and CMBS Credit Facilities dollars(dollars in thousands):
Quarter EndedQuarterly Average UPBEnd of Period UPBMaximum UPB at Any Month-End
March 31, 2023$1,778,135 $1,292,176 $1,320,246 
December 31, 20221,436,829 1,339,993 1,434,901 
September 30, 20221,510,6161,533,6641,537,511
June 30, 20221,343,6781,487,5671,503,297
March 31, 20221,052,4551,199,7891,199,789
Quarter EndedQuarterly Average UPBEnd of Period UPBMaximum UPB at Any Month-End
March 31, 2024$1,092,119 $1,031,516 $1,121,264 
December 31, 20231,179,953 1,152,723 1,205,475 
September 30, 20231,212,217 1,207,182 1,208,898 
June 30, 20231,254,714 1,217,251 1,281,899 
March 31, 20231,778,135 1,292,176 1,320,246 
The decrease in our end of period UPB from December 31, 20222023 to March 31, 20232024 was driven by payoffs of loansfinancing paydowns during the period.
Securitizations
We may seek to utilize non-recourse long-term securitizations of our investments in mortgage loans, especially loan originations, to the extent consistent with the maintenance of our REIT qualification and exclusion from the Investment Company Act in order to generate cash for funding new investments. This would involve conveying a pool of assets to a special purpose vehicle (or the issuing entity), which would issue one or more classes of non-recourse notes pursuant to the terms of an indenture. The notes would be secured by the pool of assets. In exchange for the transfer of assets to the issuing entity, we would receive the cash proceeds on the sale of non-recourse notes and a 100% interest in the equity of the issuing entity. The securitization of our portfolio investments might magnify our exposure to losses on those portfolio investments because any equity interest we retain in the issuing entity would be subordinate to the notes issued to investors and we would, therefore, absorb all of the losses sustained with respect to a securitized pool of assets before the owners of the notes experience any losses.
CLNC 2019-FL1
In October 2019, we executed a securitization transaction through our wholly-owned subsidiaries, CLNC 2019-FL1, Ltd. and CLNC 2019-FL1, LLC, (collectively, “CLNC 2019-FL1”), which resulted in the sale of $840.4 million of investment grade notes.
On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors relevant to CLNC 2019-FL1 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. As of June 17, 2021, the benchmark index interest rate was 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.
As of February 19, 2022, the benchmark index interest rate was converted from Compounded SOFR to Term SOFR, plus a benchmark adjustment of 11.448 basis points, pursuant toconforming with the indenture agreement. Term SOFR for any interest accrual period shall be the one-month CME Term SOFR reference rateReference Rate as published by the CME Group benchmark administrationBenchmark Administration on each benchmark determination date.
As of March 31, 2023, less than half of the CLNC 2019-FL1 mortgage assets are indexed to LIBOR and the borrowings under CLNC 2019-FL1 are indexed to Term SOFR, creating an underlying benchmark index rate basis difference between a portion of the CLNC 2019-FL1 assets and liabilities, which is meant to be mitigated by the benchmark replacement adjustment described above. We have the right to transition the CLNC 2019-FL1 mortgage assets to SOFR, eliminating the basis difference between CLNC 2019-FL1 assets and liabilities, and will make the determination taking into account the loan portfolio as a whole. The transition to SOFR is not expected to have a material impact to CLNC 2019-FL1’s assets and liabilities and related interest expense.
CLNC 2019-FL1 included a two-year reinvestment feature that allowed us to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in CLNC 2019-FL1, subject to the satisfaction of certain conditions set forth in the indenture. The reinvestment period for CLNC 2019-FL1 expired on October 19, 2021. During the first quarter of 2023 and through May 2, 2023, one loanthree months ended March 31, 2024, no loans held in CLNC 2019-FL was2019-FL1 were fully repaid and one loan was partially repaid totaling $36.2$0.7 million. The proceeds from the repayments were used to amortize the securitization bonds in accordance with the securitization priority of payments.repayments. As of May 2, 2023, the securitization advance rate was 73.8%
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at a weighted average cost of funds of Adjusted Term SOFR plus 1.87% (before transaction costs). At March 31, 2023,2024, we had $632.6$477.7 million of unpaid principal balance of CRE debt investments financed with CLNC 2019-FL1. As of March 31, 2024, the securitization reflects an advance rate of 65.2% at a weighted average cost of funds of Adjusted Term SOFR plus 2.17% (before transaction expenses) and is collateralized by a pool of 14 senior loan investments.
Additionally, CLNC 2019-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. We did not fail any note protection tests during the quarter ended March 31, 2024. While we continue to




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closely monitor all loan investments contributed to CLNC 2019-FL1, a deterioration in the performance of an underlying loan could negatively impact our liquidity position.
BRSP 2021-FL1
In July 2021, we executed a securitization transaction through our subsidiaries, BRSP 2021-FL1, Ltd. and BRSP 2021-FL1, LLC, which resulted in the sale of $670$670.0 million of investment grade notes. The securitization reflects an advance
As of May 26, 2023, the benchmark index interest rate was converted from LIBOR to Term SOFR, plus a benchmark adjustment of 83.75% at a weighted cost of funds of LIBOR plus 1.49% (before transaction expenses) and is collateralized11.448 basis points, pursuant to the indenture agreement. Term SOFR for any interest accrual period shall be the one-month CME Term SOFR reference rate as published by a pool of 28 senior loan investments.the CME Group benchmark administration on each benchmark determination date.
BRSP 2021-FL1 includesincluded a two-year reinvestment feature that allowsallowed us to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in BRSP 2021-FL1, subject to the satisfaction of certain conditions set forth in the indenture. In addition to existing eligible loans availableThe reinvestment period for reinvestment, the continued origination of securitization eligible loans is required to ensure that we reinvest the available proceeds within BRSP 2021-FL1.2021-FL1 expired on July 20, 2023. During the first quarter of 2023 and through May 2, 2023, twothree months ended March 31, 2024, no loans held in BRSP 2021-FL1 were fully repaid and one loan was partially repaid, totaling $48.0$6.0 million. We replacedThe proceeds from the repaid loans by contributing existing loan investmentsrepayment were used to amortize the securitization bonds in accordance with the securitization priority of equal value. Atrepayments. As of March 31, 2023,2024, we had $800.0$725.6 million of unpaid principal balance of CRE debt investments financed with BRSP 2021-FL1.As of March 31, 2024, the securitization reflects an advance rate of 82.1% at a weighted average cost of funds of Term SOFR plus 1.53% (before transaction costs), and is collateralized by a pool of 26 senior loan investments.
Additionally, BRSP 2021-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. We did not fail any note protection tests during the quarter ended March 31, 2024. We will continue to closely monitor all loan investments contributed to BRSP 2021-FL1, as a deterioration in the performance of an underlying loan could negatively impact our liquidity position.
Other potential sources of financing
In the future, we may also use other sources of financing to fund the acquisition of our target assets, including secured and unsecured forms of borrowing and selective wind-down and dispositions of assets. We may also seek to raise equity capital or issue debt securities in order to fund our future investments.
Liquidity Needs
In addition to our loan origination activity and general operating expenses, our primary liquidity needs include interest and principal payments under our Bank Credit Facility, securitization bonds, and secured debt. Information concerning our contractual obligations and commitments to make future payments, including our commitments to repay borrowings, is included in the following table as of March 31, 2023.2024. This table excludes our obligations that are not fixed and determinable (dollars in thousands):
Payments Due by Period
TotalLess than a Year1-3 Years3-5 YearsMore than 5 Years
Payments Due by PeriodPayments Due by Period
TotalTotalLess than a Year1-3 Years3-5 YearsMore than 5 Years
Bank credit facility(1)
Bank credit facility(1)
$1,554 $413 $825 $316 $— 
Secured debt(2)
Secured debt(2)
2,373,999 828,893 1,172,161 120,348 252,597 
Securitization bonds payable(3)
Securitization bonds payable(3)
1,168,256 723,943 444,313 — — 
Ground lease obligations(4)
Ground lease obligations(4)
26,020 2,947 4,265 3,741 15,067 
Office leasesOffice leases7,953 1,283 2,608 2,669 1,393 
$3,577,782 $1,557,479 $1,624,172 $127,074 $269,057 
$
Lending commitments(5)
Lending commitments(5)
256,252 
TotalTotal$3,834,034 
Total
Total

(1)Future interest payments were estimated based on the applicable index at March 31, 20232024 and unused commitment fee of 0.25% per annum, assuming principal is repaid on the current maturity date of January 2027.
(2)Amounts include minimum principal and interest obligations through the initial maturity date of the collateral assets. Interest on floating rate debt was determined based on the applicable index at March 31, 2023.2024.
(3)The timing of future principal payments was estimated based on expected future cash flows of underlying collateral loans. Repayments are estimated to be earlier than contractual maturity only if proceeds from underlying loans are repaid by the borrowers.




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(4)The amounts represent minimum future base rent commitments through initial expiration dates of the respective noncancellable operating ground leases, excluding any contingent rent payments. Rents paid under ground leases are recoverable from tenants.
(5)Future lending commitments may be subject to certain conditions that borrowers must meet to qualify for such fundings. Commitment amount assumes future fundings meet the terms to qualify for such fundings.
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Share Repurchases
In April 2023,2024, our board of directors authorized a stock repurchase program (“Stock Repurchase Program”) under which we may repurchase up to $50.0 million of our outstanding Class A common stock until April 30, 2024.2025. The Stock Repurchase Program replaces the prior stock repurchase program authorization which expired on April 30, 2023.2024. Under the Stock Repurchase Program, we may repurchase shares in open market purchases, in privately negotiated transactions or otherwise. We have a written trading plan as part of the Share Repurchase Program that provides for share repurchases in open market transactions that is intended to comply with Rule 10b-18 under the “Exchange Act”.Act.” The Stock Repurchase Program will be utilized at our discretion and in accordance with the requirements of the SEC. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements and other conditions.
During the three months ended March 31, 2023,2024, we did not make any share repurchases, and as of March 31, 2023,2024, there was $81.7$50.0 million remaining available to make repurchases under the prior stock repurchase program.
Cash Flows
The following presents a summary of our consolidated statements of cash flows for the three months ended March 31, 20232024 and 20222023 (dollars in thousands):
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Cash flow provided by (used in):
Cash flow provided by (used in):
Cash flow provided by (used in):Cash flow provided by (used in):20232022Change20242023Change
Operating activitiesOperating activities$39,673 $32,357 $7,316 
Investing activitiesInvesting activities69,622 (218,802)288,424 
Financing activitiesFinancing activities(114,408)169,948 (284,356)
Operating Activities
Cash inflows from operating activities are generated primarily through interest received from loans receivable and securities,preferred equity held for investment, and property operating income from our real estate portfolio. This is partially offset by payment of interest expenses for credit facilities and mortgages payable, and operating expenses supporting our various lines of business, including property management and operations, loan servicing and workout of loans in default, investment transaction costs, as well as general administrative costs.
Our operating activities provided net cash inflows of $39.7$24.6 million and $32.4$39.7 million for the three months ended March 31, 20232024 and 2022,2023, respectively. Net cash provided by operating activities increaseddecreased for the three months ended March 31, 20232024 compared to the three months ended March 31, 20222023 primarily due to higher income earned as a result of higherlower interest rates.income.
We believe cash flows from operations, available cash balances and our ability to generate cash through short and long-term borrowings are sufficient to fund our operating liquidity needs.
Investing Activities
Investing activities include cash outlays for acquisition of real estate and disbursements on new and/or existing loans, which are partially offset by repayments and sales of loan receivables,loans and preferred equity held for investment, proceeds from sale of real estate, as well as proceeds from maturity or sale of securities.
Investing activities generated net cash inflows of $79.4 million for the three months ended March 31, 2024. Net cash provided by investing activities in 2024 resulted primarily from repayments on loans held for investment, net of $116.8 million partially offset by the change in escrow deposit activity of $19.8 million as well as the origination and fundings on our loans held for investment, net of $15.2 million.
Investing activities generated net cash inflows of $69.6 million for the three months ended March 31, 2023. Net cash provided by investing activities in 2023 resulted primarily from repayments on loans and preferred equity held for investment, net of $101.4 million partially offset by future advances on our loans and preferred equity held for investment, net of $16.4 million.
Investing activities used net cash outflows of $218.8 million for the three months ended March 31, 2022. Net cash used in investing activities in 2022 resulted primarily from originations and future advances on our loans and preferred equity held for investment, net of $498.2 million partially offset by repayments on loans and preferred equity held for investment, net of $215.3 million, proceeds from sales of real estate of $55.6 million and repayments of principal in mortgage loans held in securitization trusts of $13.3 million.
Financing Activities
We finance our investing activities largely through borrowings secured by our investments along with capital from third party or affiliated co-investors.investors. We also have the ability to raise capital in the public markets through issuances of common stock, as well as draw




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upon our corporate credit facility, to finance our investing and operating activities. Accordingly, we incur cash outlays for payments on third party debt and dividends to our common stockholdersstockholders.
Financing activities used net cash of $159.4 million for the three months ended March 31, 2024, which resulted primarily from repayment of credit facilities of $133.1 million and through May 27, 2022,distributions paid on distributions to our noncontrolling interests.
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$26.0 million.
Financing activities used net cash of $114.4 million for the three months ended March 31, 2023, which resulted primarily from repayment of credit facilities of $158.2 million, repayment of securitization bonds of $36.2 million and distributions paid on common stock of $26.0 million partially offset by borrowings from credit facilities of $110.3 million.
Financing activities provided net cash of $169.9 million for the three months ended March 31, 2022, which resulted which resulted primarily from borrowings from credit facilities of $383.3 million partially offset by repayment of credit facilities of $88.7 million, repayment of mortgage notes of $43.3 million, repayment of securitization bonds of $40.7 million, distributions paid on common stock of $23.9 million and repayment of mortgage obligations issued by securitization trusts of $13.3 million.
Our Investment Strategy
Our objective is to generate consistent and attractive risk-adjusted returns to our stockholders. We seek to achieve this objective primarily through cash distributions and the preservation of invested capital. We believe our investment strategy provides flexibility through economic cycles to achieve attractive risk-adjusted returns. This approach is driven by a disciplined investment strategy, focused on:
leveraging long standing relationships, our organization structure and the experience of the team;
the underlying real estate and market dynamics to identify investments with attractive risk-return profiles;
primarily originating and structuring CRE senior loans and selective investments in mezzanine loans and preferred equity with attractive return profiles relative to the underlying value and financial operating performance of the real estate collateral, given the strength and quality of the sponsorship;
structuring transactions with a prudent amount of leverage, if any, given the risk of the underlying asset’s cash flows, attempting to match the structure and duration of the financing with the underlying asset’s cash flows, including through the use of hedges, as appropriate; and
operating our net leased real estate investments and selectively pursuing new investments based on property location and purpose, tenant credit quality, market lease rates and potential appreciation of, and alternative uses for, the real estate.
The period for which we intend to hold our investments will vary depending on the type of asset, interest rates, investment performance, micro and macro real estate environment, capital markets and credit availability, among other factors. We generally expect to hold debt investments until the stated maturity and equity investments in accordance with each investment’s proposed business plan. We may sell all or a partial ownership interest in an investment before the end of the expected holding period if we believe that market conditions have maximized its value to us, or the sale of the asset would otherwise be in the best interests of our stockholders.
Our investment strategy is flexible, enabling us to adapt to shifts in economic, real estate and capital market conditions and to exploit market inefficiencies. We may expand or change our investment strategy or target assets over time in response to opportunities available in different economic and capital market conditions. This flexibility in our investment strategy allows us to employ a customized, solutions-oriented approach, which we believe is attractive to borrowers and tenants. We believe that our diverse portfolio, our ability to originate, acquire and manage our target assets and the flexibility of our investment strategy positions us to capitalize on market inefficiencies and generate attractive long-term risk-adjusted returns for our stockholders through a variety of market conditions and economic cycles.
Underwriting, Asset and Risk Management
We closely monitor our portfolio and actively manage risks associated with, among other things, our assets and interest rates. Prior to investing in any particular asset, the underwriting team, in conjunction with third party providers, undertakes a rigorous asset-level due diligence process, involving intensive data collection and analysis, to ensure that we understand fully the state of the market and the risk-reward profile of the asset. Beginning in 2021, our investment and portfolio management and risk assessment practices diligence the environmental, social and governance (“ESG”) standards of our business counterparties, including borrowers, sponsors and that of our investment assets and underlying collateral, which may include sustainability initiatives, recycling, energy efficiency and water management, volunteer and charitable efforts, anti-money laundering and know-your-client policies, and diversity, equity and inclusion practices in workforce leadership, composition and hiring practices. Prior to making a final investment decision, we focus on portfolio diversification to determine whether a target asset will cause our portfolio to be too heavily concentrated with, or cause too much risk exposure to, any one borrower, real estate sector, geographic region, source of cash flow for payment or other geopolitical issues. If we determine that a proposed acquisition presents excessive concentration risk, itwe may determine not to acquire an otherwise attractive asset.
For each asset that we acquire, our asset management team engages in active management of the asset, the intensity of which depends on the attendant risks. The asset manager works collaboratively with the underwriting team to formulate a strategic plan for the particular asset, which includes evaluating the underlying collateral and updating valuation assumptions to reflect




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changes in the real estate market and the general economy. This plan also generally outlines several strategies for the asset to
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extract the maximum amount of value from each asset under a variety of market conditions. Such strategies may vary depending on the type of asset, the availability of refinancing options, recourse and maturity, but may include, among others, the restructuring of non-performing or sub-performing loans, the negotiation of discounted pay-offs or other modification of the terms governing a loan, and the foreclosure and management of assets underlying non-performing loans in order to reposition them for profitable disposition. We continuously track the progress of an asset against the original business plan to ensure that the attendant risks of continuing to own the asset do not outweigh the associated rewards. Under these circumstances, certain assets will require intensified asset management in order to achieve optimal value realization.
Our asset management team engages in a proactive and comprehensive on-going review of the credit quality of each asset it manages. In particular, for debt investments on at least an annual basis, the asset management team will evaluate the financial wherewithal of individual borrowers to meet contractual obligations as well as review the financial stability of the assets securing such debt investments. Further, there is ongoing review of borrower covenant compliance including the ability of borrowers to meet certain negotiated debt service coverage ratios and debt yield tests. For equity investments, the asset management team, with the assistance of third-party property managers, monitors and reviews key metrics such as occupancy, same store sales, tenant payment rates, property budgets and capital expenditures. If through this analysis of credit quality, the asset management team encounters declines in credit quality not in accordaccordance with the original business plan, the team evaluates the risks and determinedetermines what changes, if any, are required to the business plan to ensure that the attendant risks of continuing to hold the investment do not outweigh the associated rewards.
In addition, the audit committee of our Board of Directors, in consultation with management, periodically reviews our policies with respect to risk assessment and risk management, including key risks to which we are subject, including credit risk, liquidity risk and market risk, and the steps that management has taken to monitor and control such risks.
Inflation
Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence our performance significantly more than inflation does. A change in interest rates may correlate with the inflation rate. Substantially all of the leases at our multifamily properties allow for monthly or annual rent increases which provide us with the opportunity to achieve increases, where justified by the market, as each lease matures. Such types of leases generally minimize the risks of inflation on our multifamily properties.
Refer to Item 3, “Quantitative and Qualitative Disclosures About Market Risk” for additional details.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. There have been no material changes to our critical accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Recent Accounting Updates
For recent accounting updates, refer to Note 2, “Summary of Significant Accounting Policies” in our accompanying consolidated financial statements included in Part I, Item 1, “Financial Statements.”2023.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our primary market risks are interest rate risk, prepayment risk, extension risk, credit risk, real estate market risk, capital market risk and foreign currency risk, either directly through the assets held or indirectly through investments in unconsolidated ventures.
Interest Rate Risk
Interest rate risk relates to the risk that the future cash flow of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, international conflicts, inflation and other factors beyond our control. Credit curve spread risk is highly sensitive to the dynamics of the markets for loans and securities we hold. Excessive supply of these assets combined with reduced demand will cause the market to require a higher yield. This demand for higher yield will cause the market to use a higher spread over the U.S. Treasury securities yield curve, or other benchmark interest rates, to value these assets.
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As U.S. Treasury securities are priced to a higher yield and/or the spread to U.S. Treasuries used to price the assets increases, the price at which we could sell some of our fixed rate financial assets may decline. Conversely, as U.S. Treasury securities are priced to a lower yield and/or the spread to U.S. Treasuries used to price the assets decreases, the value of our fixed rate financial assets may increase. Fluctuations in LIBOR and SOFR may affect the amount of interest income we earn on our floating rate




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borrowings and interest expense we incur on borrowings indexed to LIBOR and SOFR, including under credit facilities and investment-level financing.
We utilize a variety of financial instruments on some of our investments, including interest rate swaps, caps, floors and other interest rate exchange contracts, in order to limit the effects of fluctuations in interest rates on theirour operations. The use of these types of derivatives to hedge interest-earning assets and/or interest-bearing liabilities carries certain risks, including the risk that losses on a hedge position will reduce the funds available for distribution and that such losses may exceed the amount invested in such instruments. A hedge may not perform its intended purpose of offsetting losses of rising interest rates. Moreover, with respect to certain of the instruments used as hedges, there is exposure to the risk that the counterparties may cease making markets and quoting prices in such instruments, which may inhibit the ability to enter into an offsetting transaction with respect to an open position. Our profitability may be adversely affected during any period as a result of changing interest rates.
As of March 31, 2023,2024, a hypothetical 100 basis point increase or decrease in the applicable interest rate benchmark on our loan portfolio would increase or decrease interest income by $8.0$7.6 million annually, net of interest expense.
See the “Factors Impacting Our Operating Results” section in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion on interest rates.
Prepayment risk
Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, resulting in a less than expected return on an investment. As prepayments of principal are received, any premiums paid on such assets are amortized against interest income, while any discounts on such assets are accreted into interest income. Therefore, an increase in prepayment rates has the following impact: (i) accelerates amortization of purchase premiums, which reduces interest income earned on the assets; and conversely, (ii) accelerates accretion of purchase discounts, which increases interest income earned on the assets.
Extension risk
The weighted average life of assets is projected based on assumptions regarding the rate at which borrowers will prepay or extend their mortgages. If prepayment rates decrease or extension options are exercised by borrowers at a rate that deviates significantly from projections, the life of fixed rate assets could extend beyond the term of the secured debt agreements. This in turn could negatively impact liquidity to the extent that assets may have to be sold and losses may be incurred as a result.
Credit risk
Investment in loans held for investment is subject to a high degree of credit risk through 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 of which have and may continue to be detrimentally impacted by the COVID-19 pandemic.control. All loans are subject to a certain probability of default. We manage credit risk through the underwriting process, acquiring investments at the appropriate discount to face value, if any, and establishing loss assumptions. PerformanceWe carefully monitor performance of theall loans, is carefully monitored, including those held through joint venture investments, as well as the external factors that may affect their value.
We are also subject to the credit risk of the tenants in our properties, including business closures, occupancy levels, meeting rent or other expense obligations, lease concessions, and ESG standards and practices among other factors, all of which have and may continue to be detrimentally impacted by the COVID-19 pandemic.factors. We seek to undertake a rigorous credit evaluation of the tenants prior to acquiring properties. This analysis includes an extensive due diligence investigation of the tenants’ businesses, as well as an assessment of the strategic importance of the underlying real estate to the respective tenants’ core business operations. Where appropriate, we may seek to augment the tenants’ commitment to the properties by structuring various credit enhancement mechanisms into the underlying leases. These mechanisms could include security deposit requirements or guarantees from entities that are deemed credit worthy.
We are workingcontinue to work closely with our borrowers and tenants to address any impactlingering impacts of the COVID-19 pandemic on their businesses.
Our in-depth understanding of CRE and real estate-related investments, and in-house underwriting, asset management and resolution capabilities, provides us and management with a sophisticated full-service platform to regularly evaluate our investments and determine primary, secondary or alternative strategies to manage the credit risks described above. This includes intermediate servicing and complex and creative negotiating, restructuring of non-performing investments, foreclosure considerations,
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intense management or development of owned real estate, in each case to manage the risks faced to achieve value realization events in our interests and our stockholders. Solutions considered may include defensive loan or lease modifications, temporary interest or rent deferrals or forbearances, converting current interest payment obligations to payment-in-kind, repurposing reserves and/or covenant waivers. Depending on the nature of the underlying investment and credit risk,




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we may pursue repositioning strategies through judicious capital investment in order to extract value from the investment or limit losses.
There can be no assurance that the measures takenwe take will be sufficient to address or mitigate the negative impact the ongoing effects of COVID-19 may havecredit risk on our future operating results, liquidity and financial condition.
Real estate market risk
We are exposed to the risks generally associated with the commercial real estate market. The market values of commercial real estate 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, as well as changes or weakness in specific industry segments, and other macroeconomic factors beyond our control, including the COVID-19 pandemic, which have and may continue to affect occupancy rates, capitalization rates and absorption rates. This in turn could impact the performance of tenants and borrowers. We seek to manage these risks through our underwriting due diligence and asset management processes and the solutions-oriented process described above.
Capital markets risk
We are exposed to risks related to the debt capital markets, specifically the ability to finance our business through borrowings under secured revolving repurchase facilities, secured and unsecured warehouse facilities or other debt instruments. We seek to mitigate these risks by monitoring the debt capital markets to inform our decisions on the amount, timing and terms of our borrowings.
The COVID-19 pandemic has had a direct and volatile impact on the global markets, including the commercial real estate equity and debt capital markets. The continued disruption caused by the COVID-19 pandemic has led to a negative impact on asset valuations and significant constraints on liquidity in the capital markets, which have led to restrictions on lending activity, downward pressure on covenant compliance and requirements to post margin or repayments under master repurchase financing arrangements. Our Master Repurchase Facilities are partial recourse, and margin call provisions do not permit valuation adjustments based on capital markets events; rather they are limited to collateral-specific credit marks generally determined on a commercially reasonable basis. For the three months ended March 31, 2023,2024, and through May 2, 2023,April 30, 2024, we have not received any margin calls under our Master Repurchase Facilities.
We have amended our Bank Credit Facility and Master Repurchase Facilities to adjust certain covenants (such as the tangible net worth covenant), reduce advance rates on certain financed assets, obtain margin call holidays and permitted modification flexibilities, in an effort to mitigate the risk of future compliance issues, including margin calls, under our financing arrangements.
Foreign Currency Risk
We have foreign currency rate exposures related to our foreign currency-denominated investments held by our foreign subsidiaries. Changes in foreign currency rates can adversely affect the fair values and earning of our non-U.S. holdings. We generally mitigate this foreign currency risk by utilizing currency instruments to hedge our net investments in our foreign subsidiaries. The type of hedging instruments that we employ on our foreign subsidiary investments are put options.
At March 31, 2023,2024, we had approximately NOK 615.8594.8 million or a total of $59.0$54.8 million, in net investments in our European subsidiaries. A 1.0% change in the foreign currency rate would result in a $0.6$0.5 million increase or decrease in translation gain or loss included in other comprehensive income in connection with our European subsidiary.
A summary of the foreign exchange contracts in place at March 31, 2023,2024, including notional amount and key terms, is included in Note 14,13, “Derivatives,” to Part I, Item 1, “Financial Statements.” The maturity dates of these instruments approximate the projected dates of related cash flows for specific investments. Termination or maturity of currency hedging instruments may result in an obligation for payment to or from the counterparty to the hedging agreement. We are exposed to credit loss in the event of non-performance by counterparties for these contracts. To manage this risk, we select major international banks and financial institutions as counterparties and perform a quarterly review of the financial health and stability of our trading counterparties. Based on our review at March 31, 2023,2024, we do not expect any counterparty to default on its obligations.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our Exchange Act reports 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




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communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2023,2024, our disclosure controls and procedures were effective at providing reasonable assurance regarding the reliability of the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—Other Information

Item 1. Legal Proceedings
The Company is not currently subject to any material legal proceedings. We anticipate that we may from time to time be involved in legal actions arising in the ordinary course of business, the outcome of which we would not expect to have a material adverse effect on our financial position, results of operations or cash flow.
Item 1A. Risk Factors
In addition to the other information in this Quarterly Report on Form 10-Q, you should carefully consider the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022,2023, in Part I, Item 1A, Risk Factors, and in our other filings with the SEC. These factors may materially affect our business, financial condition and operating results. There have been no material changes to the risk factors relating to the Company disclosed in our Form 10-K for the year ended December 31, 2022.2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered securities of our Company during the three months ended March 31, 2023.2024.
Purchases of Equity Securities by Issuer
The Company did not repurchase any of its Class A common stock during the three months ended March 31, 2023.2024.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
EXHIBIT INDEX
Exhibit NumberDescription of Exhibit
3.1
3.2*3.2
10.1†*
10.2†
10.2†*10.3†
10.4†
10.5†
10.6*
31.1*
31.2*
32.1*
32.2*
101.INS*XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________________________
*    Filed herewith
†    Denotes a management contract or compensatory plan, contract or arrangement.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 3, 20231, 2024
  
BRIGHTSPIRE CAPITAL, INC.
By:/s/ Michael J. Mazzei
Michael J. Mazzei
Chief Executive Officer
(Principal Executive Officer)
By:/s/ Frank V. Saracino
Frank V. Saracino
Chief Financial Officer
(Principal Accounting Officer)