Debt | Debt Repurchase Agreements - Commercial Mortgage Loans The Company entered into repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility"), Goldman Sachs Bank USA (the "GS Repo Facility") and U.S. Bank National Association (the "USB Repo Facility"), collectively (the "Repo Facilities"). The JPM Repo Facility matured on June 12, 2017 and a new extension occurred on the same day, with an initial maturity date of June 12, 2019 and a one-year extension at the Company's option. The outstanding balances as of June 12, 2017 rolled into the new repurchase agreement and provides up to $300.0 million in advances. The GS Repo Facility initially matures on December 27, 2018, with a one -year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions, and provides up to $250.0 million in advances. The USB Repo Facility initially matures on July 15, 2020, with two one-year extensions at the option of the Company, which may be exercised upon the satisfaction of certain conditions, and provides up to $100.0 million in advances. The JPM Repo Facility, GS Repo Facility and USB Repo Facility are subject to various adjustments. Advances under the JPM Repo Facility currently accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 2.40% . Borrowings under the GS Repo Facility accrue interest at per annum rates generally equal to the sum of (i) a spread over LIBOR of between 2.35% to 2.85% , depending on the attributes of the purchased asset, and (ii) 0.50% . Borrowings under the USB Repo Facility accrue interest at per annum rates generally equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin between 2.25% to 3.00% , depending on the attributes of the purchased assets. We expect to use advances from these repo facilities to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein. As of June 30, 2017 and December 31, 2016, the Company had $115.5 million and $257.7 million outstanding under the JPM Repo Facility with weighted average interest rates on advances of 3.48% and 3.08% , respectively. The Company incurred $5.5 million and $2.2 million in interest expense on the JPM Repo Facility for the six months ended June 30, 2017 and 2016, respectively, including amortization of deferred financing cost. As of June 30, 2017 , the Company had $62.0 million outstanding under the GS Repo Facility with a weighted average interest rate on advances of 3.74% . The Company incurred $2.2 million of interest expense on the GS Repo Facility for the six months ended June 30, 2017 , including amortization of deferred financing cost. The Company had no advances under the GS Repo Facility as of December 31, 2016. The Company did not incur any interest expense on the GS Repo Facility during the six months ended June 30, 2016 . As of June 30, 2017 , the Company had no draws under the USB Repo Facility. The Company incurred $19.6 thousand of interest expense on the USB Repo Facility for the six months ended June 30, 2017 , comprising solely of amortization of deferred financing cost. The Repo Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. Should the value of the Company’s collateral decrease as a result of deteriorating credit quality, resulting margin calls may cause an adverse change in the Company’s liquidity position. As of June 30, 2017 and December 31, 2016, the Company is in compliance with all debt covenants. The Company entered into a financing arrangement with Pacific Western Bank for term financing (“PWB Financing”) on May 17, 2017. The PWB Financing provided the Company with $36.2 million and is collateralized by a portfolio asset of $54.2 million . The PWB Financing currently accrues interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of 4.00% . The PWB Financing initially matures on June 9, 2019, with two one -year extension options at the Company’s option. The Company incurred $0.2 million of interest expense on the PWB Financing for the six months ended June 30, 2017 , including amortization of deferred financing cost. Repurchase Agreements - Real Estate Securities The Company has entered into various Master Repurchase Agreements (the "MRAs") that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30 to 90 days and terms are adjusted for current market rates as necessary. Below is a summary of the Company's MRAs as of June 30, 2017 and December 31, 2016 (in thousands): Weighted Average Counterparty Amount Outstanding Accrued Interest Collateral Pledged (*) Interest Rate Days to Maturity As of June 30, 2017 J.P. Morgan Securities LLC $ 49,071 $ 96 $ 71,058 3.09 % 39 Total/Weighted Average $ 49,071 $ 96 $ 71,058 3.09 % 39 As of December 31, 2016 J.P. Morgan Securities LLC $ 59,122 $ 96 $ 92,658 2.55 % 6 Citigroup Global Markets, Inc. 3,879 1 4,850 2.11 % 26 Wells Fargo Securities, LLC 3,638 4 4,850 2.05 % 13 Total/Weighted Average $ 66,639 $ 101 $ 102,358 2.50 % 8 * Includes $55.8 and $53.3 Tranche C of Company issued CLO held by the Company, which eliminates within the real estate securities, at fair value line of the consolidated balance sheets as of June 30, 2017 and December 31, 2016, respectively. Collateralized Loan Obligation On October 19, 2015, RFT 2015-FL1 Issuer, Ltd. (the “Issuer”) and RFT 2015-FL1 Co-Issuer, LLC (the “Co-Issuer”), both wholly owned indirect subsidiaries of the Company, entered into an indenture with the OP, as advancing agent, U.S. Bank National Association as note administrator and U.S. Bank National Association as trustee, which governs the issuance of approximately $350.2 million principal balance secured floating rate notes (the “Notes”). In addition, concurrently with the issuance of the Notes, the Issuer also issued 78,188,494 Preferred Shares, par value of $0.001 per share and with an aggregate liquidation preference and notional amount equal to $1,000 per share (the “Preferred Shares”), which were not offered as part of closing the indenture. For U.S. federal income tax purposes, the Issuer and Co-Issuer are disregarded entities. On June 29, 2017, BSPRT 2017-FL1 Issuer, Ltd. (the “Issuer”) and BSPRT 2017-FL1 Co-Issuer, LLC (the “Co-Issuer”), both wholly owned indirect subsidiaries of the Company, entered into an indenture with the OP, as advancing agent, U.S. Bank National Association as note administrator and U.S. Bank National Association as trustee, which governs the issuance of approximately $ 339.5 million principal balance secured floating rate notes (the “Notes”). In addition, concurrently with the issuance of the Notes, the Issuer also issued 78,561,345 Preferred Shares, par value of $0.001 per share and with an aggregate liquidation preference and notional amount equal to $1,000 per share (the “Preferred Shares”), which were not offered as part of closing the indenture. For U.S. federal income tax purposes, the Issuer and Co-Issuer are disregarded entities. As of June 30, 2017 and December 31, 2016, the CLO Notes issued in 2015 are collateralized by interests in a pool of 20 and 27 mortgage assets having a total principal balance of $338.0 million and $419.3 million , respectively, (the “Mortgage Assets”) originated by a subsidiary of the Company. The sale of the Mortgage Assets to the Issuer is governed by a Mortgage Asset Purchase Agreement dated as of October 19, 2015, between the Company and the Issuer. In connection with the securitization, the Issuer and Co-Issuer offered and sold the following classes of Notes to third parties: Class A, Class B and Class C. A wholly owned subsidiary of the Company retained approximately $56.0 million of the total $76.0 million of Class C and all of the preferred equity in the Issuer. The retained Class C and its related interest income and the preferred equity are eliminated in the Company's consolidated financial statements. The Company, as the holder of preferred equity in the Issuer, will absorb the first losses of the CLO, which may have a negative impact to the Company's result of operations. The issuance of the CLO also results in an increase in interest expense within the consolidated statement of operations. As of June 30, 2017 the CLO Notes issued in 2017 are collateralized by interests in a pool of 24 mortgage assets having a total principal balance of $ 418.1 million (the “Mortgage Assets”) originated by a subsidiary of the Company. The sale of the Mortgage Assets to the Issuer is governed by a Mortgage Asset Purchase Agreement dated as of June 29, 2017, between the Company and the Issuer. In connection with the securitization, the Issuer and Co-Issuer offered and sold the following classes of Notes to third parties: Class A, Class B and Class C. A wholly owned subsidiary of the Company retained all of the preferred equity in the Issuer. The Company, as the holder of preferred equity in the Issuer, will absorb the first losses of the CLO, which may have a negative impact to the Company's result of operations. The issuance of the CLO also results in an increase in interest expense within the consolidated statement of operations. The following tables represent the terms of the 2015 and 2017 CLOs issued, respectively. 2015 Facility ($000s) Par Value Issued Par Value Outstanding (*) Interest Rate Maturity Date As of June 30, 2017 Tranche A $ 231,345 $ 140,890 1M LIBOR + 175 8/1/2030 Tranche B 42,841 42,841 1M LIBOR + 388 8/1/2030 Tranche C 76,044 20,000 1M LIBOR + 525 8/1/2030 $ 350,230 $ 203,731 As of December 31, 2016 Tranche A $ 231,345 $ 222,195 1M LIBOR + 175 8/1/2030 Tranche B 42,841 42,841 1M LIBOR + 388 8/1/2030 Tranche C 76,044 20,000 1M LIBOR + 525 8/1/2030 $ 350,230 $ 285,036 ________________________ * Excludes $56.0 million and $56.0 million of Tranche C of Company issued CLO held by the Company, which eliminates within the collateralized loan obligation line of the consolidated balance sheets as of June 30, 2017 and December 31, 2016 , respectively. 2017 Facility ($000s) Par Value Issued Par Value Outstanding Interest Rate Maturity Date As of June 30, 2017 Tranche A $ 223,600 $ 223,600 1M LIBOR + 135 7/1/2027 Tranche B 48,000 48,000 1M LIBOR + 240 7/1/2027 Tranche C 67,900 67,900 1M LIBOR + 425 7/1/2027 $ 339,500 $ 339,500 The below table reflects the total assets and liabilities of the Company's two CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of June 30, 2017 and December 31, 2016 as the Company is the primary beneficiary of the VIEs. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIEs' economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIEs. Assets ($000s) June 30, 2017 December 31, 2016 Cash $ 160 $ 5 Commercial mortgage loans, held for investment, net of allowance of $2,406 and $1,017 (1) 752,277 417,057 Accrued interest receivable 2,036 1,101 Total assets $ 754,473 $ 418,163 Liabilities Notes payable (2)(3) $ 586,635 $ 334,246 Interest payable 557 564 Total liabilities $ 587,192 $ 334,810 ________________________ (1) The balance is presented net of allowance for loan loss of $2.4 million and $1.0 million as of June 30, 2017 and December 31, 2016 , respectively. (2) Includes $55.8 million and $55.8 million of Tranche C of Company issued CLO held by the Company, which eliminates within the Collateral loan obligations line of the consolidated balance sheets as of June 30, 2017 and December 31, 2016 , respectively. (3) The balance is presented net of deferred financing cost and discount of $12.6 million and $6.8 million as of June 30, 2017 and December 31, 2016 , respectively. |