Ready Capital Corp
For the period ended Dec 31, 2024. Filed Mar 3, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 3, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-02-28.
0001558370-24-002034
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-03.
0001628280-25-009464
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 415 previous paragraphs and 2429 current paragraphs.
31 unchanged; 374 reworded; 289 added; 10 removed; 0 previous and 1735 current paragraphs rearranged.
Tables are not compared: 57 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (289)
Current report
Periods of higher inflation in the U.S. may have an adverse impact on the valuation of our investments.
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•facing difficulties in integrating these properties with our existing business operations;
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•incurring costs to carry, and in some cases make repairs or improvements, which results in additional expenses
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and requires additional liquidity that could exceed our original estimates and impact our operating results;
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•being unable to realize sufficient amounts from sales of the properties to avoid losses;
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•being unable to sell properties, which are not liquid assets, in a timely manner, or at all, when we need to
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•properties being acquired with one or more co-owners (called tenants-in-common) where development or sale
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requires written agreement or consent by all; without timely agreement or consent, we could suffer a loss from
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•coping with general and local market conditions;
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•complying with changes in laws and regulations pertaining to taxes, use, zoning and environmental protection;
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•possible liability for injury to persons and property;
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•possible uninsured losses related to environmental events such as earthquakes, floods or mudslides; and
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•possible liability for environmental remediation.
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•changes in governmental laws and regulations, including fiscal policies, zoning ordinances and environmental
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legislation and the related costs of compliance; and
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When a borrower experiences significant financial difficulties impacting the borrower’s ability to repay a loan, we may
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in certain situations grant concessions for a period of time to such borrowers that we would not otherwise consider.
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These modified terms may include interest rate reductions, principal forgiveness, term extensions, other-than-
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insignificant payment delay and payment in Paid-In-Kind (“PIK”) interest rather than cash interest payments. Such
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modified terms are intended to minimize our economic loss and to avoid foreclosure or repossession of collateral. These
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loan modifications may impact our liquidity and make us more reliant upon financing strategies to meet potential cash
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requirements. For a detailed discussion of our loan modifications, see “Notes to Consolidated Financial Statements, Note
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6 – Loans and Allowance for Credit Losses” included in Item 8, “Financial Statements and Supplementary Data,” in this
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Removed paragraphs (10)
Previous report
Inflation in the U.S. is expected to continue at an elevated level in the near- to medium-term, which may have an adverse impact on the valuation of our investments.
Previous report
The COVID-19 pandemic caused severe disruptions in the U.S. and global economy and a resurgence of COVID-19, or outbreaks of other highly infectious diseases, may have an adverse impact on our performance, financial condition and results of operations.
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In March 2020, the World Health Organization publicly characterized the outbreak of COVID-19 as a global pandemic. The COVID-19 pandemic has caused, and may continue to cause, significant disruptions to the U.S. and global economy and cause significant volatility and negative pressure in the financial markets. During the early part of the pandemic, the U.S. and global economy came under severe pressure due to numerous factors, including measures taken by governing authorities to prevent the spread of COVID-19, such as instituting quarantines, restrictions on travel, school closures, bans on public events and on public gatherings, “shelter in place” or “stay at home” rules, restrictions on types of business that may continue to operate, and/or restrictions on types of construction projects that may continue. Such restrictions have since been lifted, and the unprecedented global impact of the COVID-19 pandemic appears to have largely subsided. However, the negative impacts of COVID-19 on the U.S. and global economy were quite severe and caused, and may continue to cause, disruption in real estate financing transactions and the commercial real estate market.
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The Alternative Reference Rates Committee (“ARRC”), a group of private-market participants convened by the U.S. Federal Reserve Board and the New York Federal Reserve, has recommended the Secured Overnight Financing Rate (“SOFR”), a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities, as a more robust reference rate alternative to U.S. dollar LIBOR. The use of SOFR as a substitute for U.S. dollar LIBOR is voluntary and may not be suitable for all market participants. To approximate economic equivalence to LIBOR, SOFR can be compounded over a relevant term and a spread adjustment may be added. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured lending rate, and SOFR is an overnight rate while LIBOR reflects term rates at different maturities. The differences between LIBOR and SOFR, plus the recommended spread adjustment, could result in interest costs that are higher than if LIBOR remained available, which
Previous report
could have a material adverse effect on our results. Although SOFR is the ARRC's recommended replacement rate, it is also possible that lenders may instead choose alternative replacement rates that may differ from LIBOR in ways similar to SOFR or in other ways that would result in higher borrowing costs for us. Market practices related to SOFR calculation conventions continue to develop and may vary, and inconsistent calculation conventions may develop among financial products.
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Many of our debt and interest rate hedge agreements were previously linked to U.S. dollar LIBOR. Some of our debt and loan assets did not include robust fallback language that would facilitate replacing LIBOR with a clearly defined alternative reference rate after LIBOR’s discontinuation. Our counterparties may disagree with us about how to calculate or replace LIBOR. Even when robust fallback language is included, there can be no assurance that the replacement rate plus any spread adjustment will be economically equivalent to LIBOR, which could result in a lower interest rate being paid to us on such assets. Modifications to any debt, loan assets, interest rate hedging transactions or other contracts to replace LIBOR with an alternative reference rate could result in adverse tax consequences.
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The process of transition involves operational risks. References to LIBOR may be embedded in computer code or models, and we may not identify and correct all of those references. Because compounded SOFR is backward-looking rather than forward-looking, parties making or receiving LIBOR-based payments may be unable to calculate payment amounts until the day that payment is due. Proposed mechanisms to solve the operational timing issue may result in a payment amount that does not fully reflect interest rates during the calculation period.
Previous report
In addition, any resulting differences in interest rate standards among our assets and our financing arrangements may result in interest rate mismatches between our assets and the borrowings used to fund such assets. Furthermore, the transition away from LIBOR may adversely impact our ability to manage and hedge exposures to fluctuations in interest rates using derivative instruments. There is no guarantee that the transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or borrowing costs to borrowers, any of which could have an adverse effect on our business, results of operations, financial condition, and stock price.
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Our business and operations are subject to a number of risks and uncertainties, the occurrence of which could adversely affect our business, financial condition, consolidated results of operations and ability to make distributions to stockholders and could cause the value of our capital stock to decline. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.
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Our business and operations are subject to a number of risks and uncertainties, the occurrence of which could adversely
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Difficult conditions in the mortgage, residential and commercial real estate markets, or in the financial markets and the economy generally, including market volatility, inflation, the effects of COVID-19 and geopolitical tensions, may cause us to experience market losses related to our holdings, and there is no assurance that these conditions will improve in the near future.
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Difficult conditions in the mortgage, residential and commercial real estate markets, or in the financial markets and
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Our results of operations are materially affected by conditions in the mortgage market, the residential and commercial real estate markets, the financial markets and the economy generally. Difficult market conditions, as well as inflation, energy costs, geopolitical issues, health epidemics and outbreaks of contagious diseases, such as the outbreak of COVID-19, unemployment and the availability and cost of credit, can contribute to increased volatility and diminished expectations for the economy and markets. The U.S. mortgage market has been severely affected by changes in the lending landscape and has experienced defaults, credit losses and significant liquidity concerns, and there is no assurance that these conditions have fully stabilized or that existing conditions will not worsen. Disruptions in mortgage markets negatively impact new demand for real estate. Further, disruptions in the broader financial markets, including the occurrence of unforeseen or catastrophic events such as the effects of COVID-19 or other widespread health emergencies, geopolitical tensions or terrorist attacks, could adversely affect our business and operations. Any such disruption could adversely impact our ability to raise capital, cause increases in borrower defaults and decreases in the value of our assets, cause continued interest rate volatility and movements that could make obtaining financing or refinancing our debt obligations more challenging or more expensive, and could lead to operational difficulties that could impair our ability to manage our business. A deterioration of the LMM or LMM ABS markets or the broader financial markets may cause us to experience losses related to our assets and to sell assets at a loss. Our profitability may be materially adversely affected if we are unable to obtain cost effective financing. A continuation or increase in the volatility and deterioration in the LMM and LMM ABS markets as well as the broader financial markets may adversely affect the performance and fair market values of our LMM loan and LMM ABS assets and may adversely affect our results of operations and credit availability, which may reduce earnings and, in turn, cash available for distribution to our stockholders.
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Our results of operations are materially affected by conditions in the mortgage market, the residential and commercial
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Heightened competition for workers, supply chain issues, the relocation of foreign production and manufacturing businesses to the U.S., and rising energy and commodity prices have contributed to increasing wages and other economic inputs. Inflation can negatively impact the profitability of real estate assets with long-term leases that do not provide for short-term rent increases or that provide for rent increases with a lower annual percentage increase than inflation. Continued inflation, particularly at higher levels, may have an adverse impact on the valuation of our investments.
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Many factors, including heightened competition for workers, supply chain issues, the relocation of foreign production
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We anticipate a significant portion of our investments will be in the form of LMM loans that are subject to risks, such as credit risk.
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We anticipate a significant portion of our investments will be in the form of LMM loans that are subject to risks, such
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A loan is considered to be performing if the borrower is current on all contractual payments due for principal and interest during the most recent 90 days. We consider a loan to be non-performing if the borrower does not meet the criteria of a performing loan. Non-performing LMM loans are subject to increased risks of credit loss for a variety of reasons, including, the underlying property is too highly-leveraged or the borrower has experienced financial distress. Non-performing LMM loans may require a substantial amount of workout negotiations and/or restructuring, which may divert our attention from other activities and entail, among other things, a substantial reduction in the interest rate or capitalization of past due interest. However, even if restructurings are successfully accomplished, risks still exist that borrowers will not be able or willing to maintain the restructured payments or refinance the restructured mortgage upon maturity. Additional risks inherent in the acquisition of non-performing LMM loans include undisclosed claims, undisclosed tax liens that may have priority, higher legal costs and greater difficulties in determining the value of the underlying property.
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A loan is considered to be performing if the borrower is current on all contractual payments due for principal and interest
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As of December 31, 2023, the average loan-to-value (“LTV”) on the originated portfolio was 66.4%. The weighted average LTV of our acquired loans was 56.1% as of December 31, 2023. LTV is calculated by dividing the current UPB by the most recent collateral value received. The most recent value for performing loans is often the third-party as-is valuation utilized during the original underwriting process. If such LMM loans with higher LTV ratios become delinquent, we may experience greater credit losses compared to lower-leveraged properties. Additional risks inherent in the acquisition of delinquent LMM loans include undisclosed claims, undisclosed tax liens that may have priority, higher legal costs and greater difficulties in determining the value of the underlying property.
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As of December 31, 2024, the average loan-to-value (“LTV”) on the originated portfolio was 68.3%. The weighted
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We finance the acquisition of a significant portion of our commercial and residential mortgage loans, MBS and other assets with our repurchase agreements, credit facilities, and other financing agreements. Disruptions and uncertainty in the financial and banking sectors, including due to recent regional bank failures and decreased consumer confidence in the banking system, may hinder our ability to access capital on reasonable terms or at all. The U.S. and global financial and banking sectors have experienced periods of increased turmoil and volatility in the recent past and may experience similar periods of disruption in the future due to factors beyond our control. Such periods of increased turmoil and volatility may adversely impact liquidity in the financial markets and make financings less attractive or, in some cases, unavailable. If our financing counterparties become capital constrained, tighten their lending standards or become insolvent, they may be unable or unwilling to fulfill their commitments to us. Although our financing counterparties are primarily large national banks, a material disruption to the banking system and financial markets could result in liquidity issues across the sector, which could adversely impact our access to capital and our cost of borrowing and adversely affect us, our business or our results of operations.
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We finance the acquisition of a significant portion of our commercial and residential mortgage loans, MBS and other
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Disruptions in the financial and banking sectors may adversely impact our access to capital and our cost of borrowing, which could adversely affect us, our business or our results of operations.
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the sector, which could adversely impact our access to capital and our cost of borrowing and adversely affect us, our
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A portion of the LMM loans and ABS assets we own may be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. Our real estate investments, including any properties acquired by us through foreclosure, are relatively illiquid and difficult to buy and sell quickly. The illiquidity of our assets may make it difficult for us to sell such assets if the need or desire arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less value than the value at which we have previously recorded our assets. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited, which could adversely affect our results of operations and financial condition.
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A portion of the LMM loans and ABS assets we own may be subject to legal and other restrictions on resale or will
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Our and Waterfall’s due diligence of potential LMM loans and ABS assets may not reveal all of the liabilities associated with and other combined weaknesses in such LMM loans and ABS assets, which could lead to investment losses.
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Our and Waterfall’s due diligence of potential LMM loans and ABS assets may not reveal all of the liabilities
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Before making an investment, we and Waterfall calculate the level of risk associated with the LMM loan to be acquired or originated based on several factors which include the following: (i) a complete review of the seller’s data files, including data integrity, compliance review and custodial file review; (ii) rent rolls and other property operating data; (iii) personal credit reports of the borrower and owner and/or operator; (iv) property valuation review; (v) environmental review; and (vi) tax and title search. In making the assessment and otherwise conducting customary due diligence, we will employ standard documentation requirements and require appraisals prepared by local independent third-party appraisers. Additionally, we will seek to have sellers provide representations and warranties on LMM loans we acquire, and if we are unable to obtain representations and warranties, we will factor the increased risk into the price we pay for such loans. Despite our review process, there can be no assurance that our due diligence process will uncover all relevant facts or that any investment will be successful. Our financial condition and results of operations could be negatively impacted to the extent we rely on information that is misleading, inaccurate or incomplete.
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Before making an investment, we and Waterfall calculate the level of risk associated with the LMM loan to be acquired
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The use of underwriting guideline exceptions in the LMM loan origination process may result in increased delinquencies and defaults.
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The use of underwriting guideline exceptions in the LMM loan origination process may result in increased
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Although LMM loan originators generally underwrite mortgage loans in accordance with their pre-determined loan underwriting guidelines, from time to time and in the ordinary course of business, originators, including the Company, will make exceptions to these guidelines. On a case-by-case basis, our underwriters may determine that a prospective borrower that does not strictly qualify under our underwriting guidelines warrants an underwriting exception, based upon compensating factors. Compensating factors may include, without limitations, a lower LTV ratio, a higher debt coverage ratio, experience as a real estate owner or investor, borrower net worth or liquidity, stable employment, longer length of
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Although LMM loan originators generally underwrite mortgage loans in accordance with their pre-determined loan
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time in business and length of time owning the property. Loans originated with exceptions may result in a higher number of delinquencies and defaults, which could have a material and adverse effect on our business, results of operations and financial condition.
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time in business and length of time owning the property. Loans originated with exceptions may result in a higher number
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Deficiencies in appraisal quality in the mortgage loan origination and acquisition process may result in increased principal loss severity.
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Deficiencies in appraisal quality in the mortgage loan origination and acquisition process may result in increased
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During the mortgage loan underwriting process, appraisals are generally obtained on the collateral underlying each prospective mortgage. The quality of these appraisals may vary widely in accuracy and consistency. The appraiser may feel pressure from the broker or lender to provide an appraisal in the amount necessary to enable the originator to make the loan, whether or not the value of the property justifies such an appraised value. Inaccurate or inflated appraisals may result in an increase in the severity of losses on the mortgage loans, which could have a material and adverse effect on our business, results of operations and financial condition.
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During the mortgage loan underwriting process, appraisals are generally obtained on the collateral underlying each
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Recent market conditions may make it more difficult to analyze potential investment opportunities for our portfolio of assets.
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Changing market conditions may make it more difficult to analyze potential investment opportunities for our portfolio
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Our success will depend, in part, on our ability to effectively analyze potential acquisition and origination opportunities in order to assess the level of risk-adjusted returns that we should expect from any particular investment. To estimate the value of a particular asset, we may use historical assumptions that may or may not be appropriate during the recent downturn in the real estate market and general economy. To the extent that we use historical assumptions that are inappropriate under current market conditions, we may overpay for an asset or acquire an asset that it otherwise might not acquire, which could have a material and adverse effect on our results of operations and our ability to make distributions to our stockholders.
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Our success will depend, in part, on our ability to effectively analyze potential acquisition and origination opportunities
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In addition, as part of our overall portfolio risk management, we will analyze interest rate changes and prepayment trends separately and collectively to assess their effects on our portfolio of assets. In conducting our analysis, we will depend on certain assumptions based upon historical trends with respect to the relationship between interest rates and prepayments under normal market conditions. Recent dislocations in the mortgage market or other developments may change the way that prepayment trends respond to interest rate changes, which may adversely affect our ability to assess the market value of our portfolio of assets, implement our hedging strategies or implement techniques to reduce our prepayment rate volatility. If our estimates prove to be incorrect or our hedges do not adequately mitigate the impact of changes in interest rates or prepayments, we may incur losses that could materially and adversely affect our financial condition, results of operations and our ability to make distributions to our stockholders.
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In addition, as part of our overall portfolio risk management, we will analyze interest rate changes and prepayment
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Any costs or delays involved in the completion of a foreclosure or liquidation of the underlying property may further reduce proceeds from the property and may increase the loss.
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Any costs or delays involved in the completion of a foreclosure or liquidation of the underlying property may further
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It is possible that we may find it necessary or desirable to foreclose on certain loans we acquire or originate, and the foreclosure process may be lengthy and expensive. Borrowers may resist mortgage foreclosure actions by asserting numerous claims, counterclaims and defenses against us including, without limitation, numerous lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action and force us into a modification of the loan or a favorable buy-out of the borrower’s position. In some states, foreclosure actions can sometimes take several years or more to litigate. At any time prior to or during the foreclosure proceedings, the borrower may file for bankruptcy, which would have the effect of staying the foreclosure actions and further delaying the foreclosure process. Foreclosure may create a negative public perception of the related mortgaged property, resulting in a decrease in its value. Even if we are successful in foreclosing on an loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the completion of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss. Any such reductions could materially and adversely affect the value of the commercial loans in which we invest and, therefore, could have a material and adverse effect on our business, results of operations and financial condition.
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It is possible that we may find it necessary or desirable to foreclose on certain loans we acquire or originate, and the
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We have acquired real estate properties through foreclosure, which exposes us to additional risks, including, but not limited to, the following:
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We have acquired real estate properties through foreclosure, which exposes us to additional risks, including, but not
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One or more of our properties may incur a vacancy by either the continued default of a tenant under its lease or the expiration of one of our leases. Certain of our properties may be specifically suited to the particular needs of a tenant (e.g., a retail bank branch or distribution warehouse), and major renovations and expenditures may be required in order for us to re-lease vacant space for other uses. We may have difficulty obtaining a new tenant for any vacant space we have in our properties. If the vacancy continues for a long period of time, we may suffer reduced revenues, impacting our ability to make distributions to our stockholders. In addition, the resale value of a property could be diminished because the market value of a particular property will depend principally upon the value of the leases of such property.
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One or more of our properties may incur a vacancy by either the continued default of a tenant under its lease or the
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We will periodically evaluate our real estate investments for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors such as market conditions, tenant performance and legal structure. For example, the early termination of, or default under, a lease by a tenant may lead to an impairment charge. If we determine that an impairment has occurred, we would be required to make an adjustment to the net carrying value of the property, which could have a material adverse effect on our results of operations in the period in which the impairment charge is recorded.
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We will periodically evaluate our real estate investments for impairment indicators. The judgment regarding the
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The bankruptcy of our tenants may adversely affect the income generated by our properties. If one of our tenants files for bankruptcy, we generally cannot evict the tenant solely because of such bankruptcy. In addition, a bankruptcy court could authorize a bankrupt tenant to reject and terminate its lease with us. In such a case, our claim against the tenant for unpaid and future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease, and it is unlikely that a bankrupt tenant would pay full amounts owed under the lease. Any shortfall resulting from the bankruptcy of one or more of our tenants could adversely affect our cash flow and results of operations.
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The bankruptcy of our tenants may adversely affect the income generated by our properties. If one of our tenants files for
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Any mezzanine loan assets we may purchase or originate may involve greater risks of loss than senior loans secured by income-producing properties.
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Any mezzanine loan assets we may purchase or originate may involve greater risks of loss than senior loans secured
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We may originate or acquire mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property or loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property. These types of assets involve a higher degree of risk than long-term senior mortgage lending secured by income producing real property because the loan may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity or the assets of the entity may not be sufficient to satisfy its mezzanine loan. If a borrower defaults on any mezzanine loan we may purchase or originate, or debt senior to any such loan, or in the event of a borrower bankruptcy, such mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some or all of our initial expenditure. In addition, mezzanine loans may have higher LTV ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal. Significant losses related to any mezzanine loans we may purchase or originate would result in operating losses for us and may limit our ability to make distributions to our stockholders.
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We may originate or acquire mezzanine loans, which take the form of subordinated loans secured by second mortgages
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We may be exposed to environmental liabilities with respect to properties to which we take title, which may in turn decrease the value of the underlying properties.
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We may be exposed to environmental liabilities with respect to properties to which we take title, which may in turn
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In the ordinary course of our business, we could be subject to environmental liabilities with respect to properties to which we take title. In such a circumstance, we may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or we may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. If we ever become subject to significant environmental liabilities, our business, financial condition, liquidity, and results of operations could be materially and adversely affected. In addition, an owner or operator of real property may become liable under various federal, state and local laws, for the costs of removal of certain hazardous substances released on its property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. The presence of hazardous substances may adversely affect an owner’s ability to sell real estate or borrow using real estate as collateral. To the extent that an owner of an underlying property becomes liable for removal costs, the ability of the owner to make debt payments may be reduced, which in turn may adversely affect the value of the relevant mortgage-related assets held by us.
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In the ordinary course of our business, we could be subject to environmental liabilities with respect to properties to
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Investments outside the United States that are denominated in foreign currencies subject us to foreign currency risks and to the uncertainty of foreign laws and markets, which may adversely affect our distributions and our REIT status.
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and to the uncertainty of foreign laws and markets, which may adversely affect our distributions and our REIT status.
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Our investments outside the United States denominated in foreign currencies subject us to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. As a result, changes in exchange rates of any such foreign currency to U.S. dollars may affect our income and distributions and may also affect the book value of our assets and the amount of stockholders’ equity. In addition, these investments subject us to risks of multiple and conflicting tax laws and regulations, other laws and regulations that may make foreclosure and the exercise of other remedies in the case of default more difficult or costly compared to U.S. assets, and political and economic instability abroad. Any such factors could adversely affect our receipt of returns on and distributions from these investments.
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Our investments outside the United States denominated in foreign currencies subject us to foreign currency risk due to
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Changes in foreign currency exchange rates used to value a REIT’s foreign assets may be considered changes in the value of the REIT’s assets. These changes may adversely affect our status as a REIT. Further, bank accounts in foreign currency which are not considered cash or cash equivalents may adversely affect our status as a REIT.
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Changes in foreign currency exchange rates used to value a REIT’s foreign assets may be considered changes in the
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Significant movements in foreign currency exchange rates or change in monetary policy could affect our investments and may harm our financial results.
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Significant movements in foreign currency exchange rates or change in monetary policy could affect our investments
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We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the Euro and the Pound Sterling (“GBP”). Any significant change in the value of the currencies of the countries in which we do business could have a material adverse effect on our business, financial condition and results of operations. For example, uncertainty surrounding the impact of the conflict between Russia and Ukraine, escalation of the conflict in the Middle East, elevated tension with China and changes in monetary policies have caused increased volatility in global currency exchange rates that have resulted in the strengthening of the U.S. dollar against the foreign currencies in which we conduct business. We currently hold, and may acquire in the future, investments that are denominated in GBP and EURs (including loans secured
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We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the Euro and the Pound
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by assets located in the United Kingdom or Europe), as well as equity interests in real estate properties located in Europe. Our assets and liabilities denominated in GBP may be subject to increased risks related to these currency rate fluctuations and our net assets in U.S. dollar terms may decline. Currency volatility may mean that our assets and liabilities are adversely affected by market movements and may make it more difficult, or more expensive, for us to execute appropriate currency hedging policies.
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assets located in the United Kingdom or Europe), as well as equity interests in real estate properties located in Europe.
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Our loans are dependent on the ability of the commercial property owner to generate net income from operating the property, which may result in the inability of such property owner to repay a loan, as well as the risk of foreclosure.
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property, which may result in the inability of such property owner to repay a loan, as well as the risk of foreclosure.
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Our loans are generally secured by multifamily, office, retail, mixed use, commercial or warehouse properties and are subject to risks of delinquency, foreclosure and loss that may be greater than similar risks associated with loans made on the security of single-family residential property. The ability of a borrower to repay a loan secured by an income-producing
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Our loans are generally secured by multifamily, office, retail, mixed use, commercial or warehouse properties and are
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property typically is primarily dependent upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be adversely affected by, but not limited to, the following:
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producing property typically is primarily dependent upon the successful operation of such property rather than upon the
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●acts of God, terrorism, social unrest and civil disturbances.
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•acts of God, terrorism, pandemics and other health crises and natural disasters, social unrest and civil
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affect our business, financial condition, consolidated results of operations and ability to make distributions to
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stockholders and could cause the value of our capital stock to decline. The risks and uncertainties described below are
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not the only ones we face but do represent those risks and uncertainties that we believe are material to our business,
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operating results, prospects and financial condition. Additional risks and uncertainties not presently known to us or that
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we currently deem immaterial may also harm our business.
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the economy generally, including market volatility, inflation and geopolitical tensions, may cause us to experience
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market losses related to our holdings, and there is no assurance that these conditions will improve in the near future.
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real estate markets, the financial markets and the economy generally. Difficult market conditions, as well as inflation,
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energy costs, geopolitical issues, health epidemics and outbreaks of contagious diseases, unemployment and the
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availability and cost of credit, can contribute to increased volatility and diminished expectations for the economy and
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markets. The U.S. mortgage market has been severely affected by changes in the lending landscape and has experienced
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defaults, credit losses and significant liquidity concerns, and there is no assurance that these conditions have fully
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stabilized or that existing conditions will not worsen. Disruptions in mortgage markets negatively impact new demand
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for real estate. Further, disruptions in the broader financial markets, including the occurrence of unforeseen or
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catastrophic events such as the effects of widespread health emergencies, geopolitical tensions or terrorist attacks, could
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adversely affect our business and operations. Any such disruption could adversely impact our ability to raise capital,
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cause increases in borrower defaults and decreases in the value of our assets, cause continued interest rate volatility and
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movements that could make obtaining financing or refinancing our debt obligations more challenging or more expensive,
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and could lead to operational difficulties that could impair our ability to manage our business. A deterioration of the
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LMM or LMM ABS markets or the broader financial markets may cause us to experience losses related to our assets and
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to sell assets at a loss. Our profitability may be materially adversely affected if we are unable to obtain cost effective
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financing. A continuation or increase in the volatility and deterioration in the LMM and LMM ABS markets as well as
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the broader financial markets may adversely affect the performance and fair market values of our LMM loan and LMM
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ABS assets and may adversely affect our results of operations and credit availability, which may reduce earnings and, in
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turn, cash available for distribution to our stockholders.
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and manufacturing businesses to the U.S., increased tariffs, and rising energy and commodity prices could lead to
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increasing wages and other economic inputs and result in higher than normal inflation. Inflation can negatively impact
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the profitability of real estate assets with long-term leases that do not provide for short-term rent increases or that provide
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for rent increases with a lower annual percentage increase than inflation. Continued levels of inflation, particularly at
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higher levels, may have an adverse impact on the valuation of our investments.
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during the most recent 90 days. We consider a loan to be non-performing if the borrower does not meet the criteria of a
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performing loan. Non-performing LMM loans are subject to increased risks of credit loss for a variety of reasons,
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including, the underlying property is too highly-leveraged or the borrower has experienced financial distress. Non-
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performing LMM loans may require a substantial amount of workout negotiations and/or restructuring, which may divert
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our attention from other activities and entail, among other things, a substantial reduction in the interest rate or
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capitalization of past due interest. However, even if restructurings are successfully accomplished, risks still exist that
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borrowers will not be able or willing to maintain the restructured payments or refinance the restructured mortgage upon
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maturity. Additional risks inherent in the acquisition of non-performing LMM loans include undisclosed claims,
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undisclosed tax liens that may have priority, higher legal costs and greater difficulties in determining the value of the
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average LTV of our acquired loans was 80.4% as of December 31, 2024. LTV is calculated by dividing the current
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