8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 14, 2017

SUTHERLAND ASSET MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)

Maryland	001-35808	90-0729143
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1140 Avenue of the Americas, 7th Floor

New York, NY 10036

(Address of principal executive offices))
(Zip Code)

Registrant's telephone number, including area code: (212) 257-4600

n/a
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

◻	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

◻	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
◻	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
◻	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On March 14, 2017, the Company issued an earnings release announcing the financial results for the quarter ended December 31, 2016. A copy of the earnings release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On March 14, 2017, the Company posted supplemental financial information on the Investor Relations section of its website (www.sutherlandam.com). A copy of the supplemental financial information is furnished as Exhibit 99.2 hereto and incorporated herein by reference.

The information in Item 2.02 of this Current Report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1,
Exhibit No.	Description
99.1	Earnings Release, dated March 14, 2017
99.2	Supplemental Financial Information for the quarter ended December 31, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUTHERLAND ASSET MANAGEMENT CORPORATION
By:	/s/ Frederick C. Herbst
	Name:  Frederick C. Herbst
	Title:   Chief Financial Officer

Date: March 14,  2017

EX-99.1

Exhibit 99.1

SUTHERLAND ASSET MANAGEMENT CORPORATION ANNOUNCES FOURTH QUARTER 2016 RESULTS

 - Originated Approximately $521 Million of Loans During Fourth Quarter 2016 -

- Declared and Raised First Quarter 2017 Dividend by 5.7% to $0.37 Per Share -

New York, New York, March 14, 2017 / PRNewswire / – Sutherland Asset Management Corporation (“Sutherland” or the “Company”) (NYSE: SLD) today reported financial results for the quarter ended December 31, 2016.     

Fourth Quarter Highlights:

· Net income of $26.1 million, or $0.83 per share of common stock

· Core earnings of $11.1 million, or $0.35 per share of common stock

· Net Book Value of $16.80 per share of common stock as of December 31, 2016 

· Completed merger with ZAIS Financial Corp. increasing stockholders’ equity to approximately $552 million

· Originated $143.6 million of small balance commercial (“SBC”) loans during the quarter

· Originated $13.7 million of loans guaranteed by the U.S. Small Business Administration (the “SBA”) under its Section 7(a) loan program during the quarter

· Originated $363.6 million of residential mortgage loans during the two months ended December 2016

· Completed securitization of $162.1 million originated SBC loans and sold $133.9 million in senior bonds at a weighted average interest rate of 3.37%

Highlight Subsequent to Quarter End

· Completed a $75.0 million debt offering in February 2017 by issuing 7.5% Senior Secured Notes

A summary of Sutherland’s operating results for the quarter ended December 31, 2016 is presented below. Sutherland reported U.S. GAAP net income attributable to common stockholders for the three months ended December 31, 2016 of $26.1 million, or $0.83 per share of common stock, and Core Earnings (a non-GAAP financial measure) of $11.1 million, or $0.35 per share of common stock.

The Company issued a full detailed presentation of its fourth quarter 2016 results, which can be viewed in the investor relations section at www.sutherlandam.com.

“With the closing of the merger, Sutherland is well-positioned to accelerate growth in the coming years and create meaningful value for our shareholders,” stated Thomas Capasse, Chairman and Chief Executive Officer.  “We are proud that our team successfully originated $520 million in new loans in the fourth quarter, indicative of the level of opportunity available in today’s market. Given our strong pipeline and cash flows, the Board had confidence to raise our quarterly dividend by over 5% reflecting our positive outlook for the Company as we enter 2017.”

Common Dividends

During the first quarter of 2017, the Company’s Board of Directors declared a quarterly cash dividend increase of 5.7% to $0.37 per share of common stock and operating partnership unit (“OP unit”) in its operating partnership subsidiary for the quarter ended March 31, 2017 to common shareholders and OP unit holders of record as of March 31, 2017.  The dividend is payable on April 14, 2017.  The ex-dividend date is March 29, 2017. 

During the fourth quarter of 2016, the Company’s Board of Directors declared a quarterly cash dividend of $0.35 per share of common stock and OP unit for the quarter ended December 31, 2016 to common stockholders and OP unit holders of record as of December 30, 2016.  The dividend was paid on January 27, 2017.  

Use of Non-GAAP Financial Information

In addition to the results presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), this press release includes Core Earnings which is a non-U.S. GAAP financial measure. The Company defines Core Earnings as net income adjusted for unrealized or realized gains (losses) related to mortgage backed securities,  unrealized gains (losses) related to residential mortgage servicing rights, bargain purchase gains, losses on discontinued operations and non-recurring expenses.

The Company believes that providing investors with this non-U.S. GAAP financial information, in addition to the related U.S. GAAP measures, gives investors greater transparency into the information used by management in its financial and operational decision-making. However, because Core Earnings is an incomplete measure of the Company's financial performance and involves differences from net income computed in accordance with U.S. GAAP, it should be considered along with, but not as an alternative to, the Company's net income computed in accordance with U.S. GAAP as a measure of the Company's financial performance. In addition, because not all companies use identical calculations, the Company's presentation of Core Earnings may not be comparable to other similarly-titled measures of other companies.

The following table reconciles net income computed in accordance with U.S. GAAP to Core Earnings for the three months ended December 31, 2016: 

(In Millions)
Net Income	$	26.1
Reconciling items:
Unrealized (gain) loss on mortgage-backed securities		0.6
Realized (gain) loss on mortgage-backed securities		0.1
Unrealized (gain) loss on residential mortgage servicing rights		(6.9)
Bargain purchase gain		(15.2)
Merger transaction costs		2.0
Employee severance		0.1
Loss on discontinued operations		3.0
Total reconciling items		(16.3)
Income tax adjustments		1.3
Core earnings	$	11.1

Webcast and Earnings Conference Call

Management will host a webcast and conference call on Tuesday, March 14, 2017 at 5:00 pm ET to provide a general business update and discuss the financial results for the quarter ended December 31, 2016.  The webcast is available in the Investor Relations section of the Company’s website at www.sutherlandam.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. The conference call can be accessed by dialing (877) 604-9673. 

A replay of the call will also be available on the Investor Relations section of the Company’s website at www.sutherlandam.com.  A replay of the call will be available approximately two hours after the live call and will be available through March 28, 2017.  To access the replay, dial (844) 512-2921.  The replay pin number is 6056621.

Safe Harbor Statement

This press release contains statements that constitute "forward-looking statements," as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; the Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company's expectations include, but are not limited to, applicable regulatory changes; general volatility of the capital markets; changes in the Company’s investment objectives and business strategy; the availability of financing on acceptable terms or at all; the availability, terms and deployment of capital; the availability of suitable investment opportunities; changes in the interest rates or the general economy; increased rates of default and/or decreased recovery rates on investments; changes in interest rates, interest rate spreads, the yield curve or prepayment rates; changes in prepayments of Company’s assets; the degree and nature of competition, including competition for the Company's target assets; and other factors, including those set forth in the Risk Factors section of the Company's Registration Statement on Form S-4, the most recent Annual Report on Form 10-

K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Investor Relations:

Bevin Black

BBlack@waterfallam.com 

212-257-4629

Additional information can be found on the Company’s website at www.sutherlandam.com.  

SUTHERLAND ASSET MANAGEMENT CORPORATION

Unaudited CONSOLIDATED BALANCE SHEETS

(In Thousands)	December 31, 2016		December 31, 2015
Assets:
Cash and cash equivalents	$	59,566	$	41,569
Restricted cash		20,190		14,757
Short-term investments		319,984		249,989
Loans, held-for-investment (net of allowances for loan losses of $12,721  at December 31, 2016 and $12,255 at December 31, 2015)		929,529		927,218
Loans, held at fair value		81,592		155,134
Loans, held for sale, at fair value		181,797		—
Mortgage backed securities, at fair value		32,391		213,504
Loans eligible for repurchase from Ginnie Mae		137,986		—
Real estate acquired in settlement of loans		3,933		8,224
Derivative instruments, at fair value		5,785		723
Servicing rights		22,478		27,250
Residential mortgage servicing rights, at fair value		61,376		—
Intangible assets		3,636		1,000
Other assets		53,928		30,045
Assets of consolidated VIEs		691,096		649,043
Assets of discontinued operations held for sale		—		11,325
Total Assets	$	2,605,267	$	2,329,781
Liabilities:
Borrowings under credit facilities		326,610		175,306
Promissory note payable		7,378		—
Securitized debt obligations of consolidated VIEs		492,942		461,522
Borrowings under repurchase agreements		600,852		644,137
Guaranteed loan financing		390,555		499,187
Contingent consideration		14,487		—
Liabilities for loans eligible for repurchase from Ginnie Mae		137,986		—
Derivative instruments, at fair value		643		1,499
Dividends payable		11,505		13,366
Accounts payable and other accrued liabilities		70,207		47,665
Liabilities of discontinued operations held for sale		—		6,886
Total Liabilities	$	2,053,165	$	1,849,568
Stockholders’ Equity
Common stock, $0.0001 par value, 500,000,000 shares authorized, 30,549,084 and 25,739,847 shares issued and outstanding, respectively		3		2
Preferred stock, $1,000 par value, 125 shares authorized, 125 shares issued and outstanding as of December 31, 2015		—		125
Additional paid-in capital		513,295		447,093
Retained deficit		(201)		(5,899)
Total Sutherland Asset Management Corporation equity		513,097		441,321
Non-controlling interests		39,005		38,892
Total Stockholders’ Equity	$	552,102	$	480,213
Total Liabilities and Stockholders’ Equity	$	2,605,267	$	2,329,781

SUTHERLAND ASSET MANAGEMENT CORPORATION

Unaudited CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended  December 31,		Year Ended  December 31,
(In Thousands, except share data)	2016		2016
Interest income
Loans, held-for-investment	$	26,931	$	117,049
Loans, held at fair value		3,321		13,457
Loans, held for sale, at fair value		1,627		1,627
Mortgage backed securities, at fair value		862		4,890
Total interest income		32,741		137,023
Interest expense
Borrowings under credit facilities		(3,098)		(9,495)
Promissory note payable		(79)		(164)
Securitized debt obligations of consolidated VIEs		(4,445)		(17,619)
Borrowings under repurchase agreements		(4,658)		(16,344)
Guaranteed loan financing		(3,270)		(13,971)
Exchangeable senior notes		(179)		(179)
Total interest expense		(15,729)		(57,772)
Net interest income before provision for loan losses		17,012		79,251
Provision for loan losses		(3,130)		(7,819)
Net interest income after provision for loan losses		13,882		71,432
Other income (expense)
Other income		5,230		10,565
Servicing income, net of amortization and impairment		4,238		8,658
Gain on bargain purchase		15,218		15,218
Employee compensation and benefits		(10,660)		(24,665)
Allocated employee compensation and benefits from related party		(968)		(3,668)
Professional fees		(4,847)		(13,420)
Management fees – related party		(1,968)		(7,432)
Loan servicing expense		(722)		(4,611)
Other operating expenses		(6,754)		(17,939)
Total other income (expense)		(1,233)		(37,294)
Net realized gain on financial instruments		12,276		15,996
Net unrealized gain on financial instruments		9,281		15,081
Net income from continued operations before income tax provisions		34,206		65,215
Provision for income taxes		(6,325)		(9,651)
Net income from continuing operations		27,881		55,564
Discontinued operations
Loss from discontinued operations (including loss on disposal of $2,695)		(2,962)		(3,538)
Income tax benefit		1,155		1,380
Income (loss) from discontinued operations		(1,807)		(2,158)
Net income		26,074		53,406
Less: Net income attributable to non-controlling interest		2,020		4,237
Net income attributable to Sutherland Asset Management Corporation	$	24,054	$	49,169
Earnings (loss) per share:
Continuing operations	$	0.89	$	1.93
Discontinued operations	$	(0.06)	$	(0.08)
Basic and diluted weighted-average shares outstanding		28,963,695		26,647,981

SUTHERLAND ASSET MANAGEMENT CORPORATION

Unaudited SEGMENT REPORTING

fOR THE THREE MONTHS ENDED DECEMBER 31, 2016

		SBC	SBA Originations,	Residential
	Loan	Conventional	Acquisitions,	Mortgage
(In Thousands)	Acquisitions	Originations	and Servicing	Banking	Consolidated

Interest income
Loans, held-for-investment	$	16,298		205		10,428		—	$	26,931
Loans, held at fair value		424		2,897		—		—		3,321
Loans, held for sale, at fair value		299		619		—		709		1,627
Mortgage backed securities, at fair value		862		—		—		—		862
Total interest income		17,883		3,721		10,428		709		32,741
Interest expense
Borrowings under credit facilities		(1,901)		(129)		(511)		(557)		(3,098)
Promissory note payable		(79)		—		—		—		(79)
Securitized debt obligations		(4,139)		—		(306)		—		(4,445)
Borrowings under repurchase agreements		(2,817)		(1,841)		—		—		(4,658)
Guaranteed loan financing		—		—		(3,270)		—		(3,270)
Exchangeable senior notes		(179)		—		—		—		(179)
Total interest expense		(9,115)		(1,970)		(4,087)		(557)		(15,729)
Net interest income before provision for loan losses		8,768		1,751		6,341		152		17,012
Provision for loan losses		(3,114)		(21)		5		—		(3,130)
Net interest income after provision for loan losses		5,654		1,730		6,346		152		13,882
Other income (expense)
Other income		2,637		903		275		1,415		5,230
Servicing income		6		149		1,547		2,536		4,238
Gain on bargain purchase		15,218		—		—		—		15,218
Employee compensation and benefits		(242)		(2,554)		(2,286)		(5,578)		(10,660)
Allocated employee compensation and benefits from related party		(46)		(615)		(307)		—		(968)
Professional fees		(4,026)		(429)		(751)		359		(4,847)
Management fees – related party		(1,292)		(255)		(284)		(137)		(1,968)
Loan servicing expense		461		(231)		47		(999)		(722)
Other operating expenses		(2,608)		(1,736)		(739)		(1,671)		(6,754)
Total other income (expense)		10,108		(4,768)		(2,498)		(4,075)		(1,233)
Net realized gain on financial instruments		950		1,067		1,177		9,082		12,276
Net unrealized gain on financial instruments		179		5,041		—		4,061		9,281
Net income before income tax provisions		16,891		3,070		5,025		9,220		34,206
Provision for income taxes		111		(901)		(1,979)		(3,556)		(6,325)
Net income	$	17,002	$	2,169	$	3,046	$	5,664	$	27,881
Loss from discontinued operations										(1,807)
Net income									$	26,074
Less: Net income attributable to non-controlling interests										2,020
Net income attributable to Sutherland Asset Management Corporation									$	24,054
Total Assets	$	1,484,772	$	170,161	$	597,193	$	353,141	$	2,605,267

EX-99.2

Exhibit 99.2

Supplemental Financial Data Fourth Quarter 2016

Disclaimer This presentation contains statements that constitute "forward-looking statements," as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; Sutherland Asset Management Corporation (the "Company") can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company's expectations include those set forth in the Risk Factors section of the Company's Registration Statement on Form S-4, the most recent Annual Report on Form 10-K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. This presentation includes certain non-GAAP financial measures, including Core Earnings. These non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures in accordance with GAAP. Please refer to Appendix A for the most recent GAAP information. This presentation also contains market statistics and industry data which are subject to uncertainty and are not necessarily reflective of market conditions. These have been derived from third party sources and have not been independently verified by the Company or its affiliates. All material presented is compiled from sources believed to be reliable and current, but accuracy cannot be guaranteed. All data is as of December 31, 2016, unless otherwise noted. 1

Business Overview ORIGINATIONS ACQUISITIONS Small balance commercial investor property originations Freddie Mac approved seller and servicer; small balance multi-family originations SBA loan originations and servicing operations (owner-occupied) 2 Transitional commercial and multifamily real estate originations Residential mortgage Loan originations and servicing operations Acquisitions of performing and distressed loans through negotiated trades with regional banks and other financial institutions (e.g. non-bank lenders, special servicers.)

Annual 2016 Highlights ► Completed merger with ZAIS Financial and began trading on NYSE on November 1, 2016 ► Stockholders’ equity increased to $552.1 million as of December 31, 2016, primarily due to the merger ► Securitized $162.1 million of originated SBC loans ► Sold $133.9 million of senior bonds with a weighted average interest rate of 3.37%. ► Originated $529.3 million in SBC loans, an increase of 19.5% from $442.8 million in 2015 ► Originated $43.8 million in SBA loans, up 361.1% from $9.5 million in 2015 ► Completed the issuance of $75.0 million 7.5% Senior Secured Notes in February 2017 3

Fourth Quarter 2016 Highlights ► Net income of $26.1 million(1), or $0.83 per common share ► Includes bargain purchase gain from ZAIS Merger of $15.2 million, or $0.48 per common share ► Core earnings of $11.1 million(1), or $0.35 per common share ► Declared dividend of $0.35 per share for the fourth quarter ► Net book value of $16.80 per common share at December 31, 2016 ► Originations for the quarter: ► $143.6 million in SBC loans ► $13.7 million in SBA loans ► $363.6 million in Residential mortgage loans ► Gross assets exceeding $2.6 billion as of December 31, 2016 Returns 4Q 2016 Full Year 2016 Return on Equity(2) 19.6%(5) 10.7% Core Return on Equity(3) 8.4% 8.2% Dividend Yield(4) 10.4% 12.0% Inclusive of non-controlling interest Return on Equity is a annualized percentage equal to quarterly net income over the average monthly total stockholders’ equity for the period Core Return on Equity is an annualized percentage equal to core earnings over the average monthly total stockholders’ equity for the period. Refer to slide 21 for a reconciliation of GAAP Net Income to Core Earnings Dividend yield for the period based on 12/31/2016 share price of $13.45. Contribution from bargain purchase gain from ZAIS Merger of 11.5% 4

Return on Equity – Fourth Quarter 2016 Business Line Levered Yield(1) Equity Allocation Acquisitions 15.6% 21.4% SBC Conventional Originations 12.5% 48.9% SBA Originations, Acquisitions & Servicing 28.4% 18.1% Residential Mortgage Banking 47.4% 11.6% Cash and other non-earning assets, net Realized & unrealized gain, net Operating income and expenses, net Investment advisory fees Provision for income taxes Non-recurring income, net Return on Equity ROE(2) 20.1% (3.9%) 14.0% (12.9%) (1.5%) (3.9%) 7.7% 19.6% Core Earnings 20.1% (3.9%) 9.5% (12.9%) (1.5%) (2.9%) -- 8.4% 5 Levered yields for the quarter ended 12/31/2016 include interest income, accretion of discount, MSR creation, and servicing income net of interest expense and amortization of deferred financing costs on an annualized basis Based on GAAP Net Income

Acquired portfolio ► At this stage of the credit cycle, ample inventory of opportunistic performing SBC loans ► Acquired $47.8 million of loans, including $38.1 million of jumbo residential loans from the ZAIS merger ►Increased capacity for acquisitions through the successful issuance of $75.0 million 7.5% Senior Secured Notes Number of loans 932 Unpaid principal balance(1) $493,374 Carrying value(1) $429,236 Weighted average LTV 55% Weighted average interest rate 5.9% Weighted average maturity 125 months Weighted average UPB $529,910 Percentage of loans fixed/floating 46% / 54% Percentage of loans perf./non-perf. 94% / 6% Portfolio Metrics Gross Levered Yield 6 $ in thousands 25.2% 22.2% 17.0% 15.7% 15.6% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% Q4 '15 Q1 '16 Q2 '16 Q3 '16 Q4 '16

SBC Conventional Originations ► Originations of $143.6 million, up 2.5% quarter over quarter ► Post-election rise in 10-year Treasury yields likely to benefit SBC conventional originations ► Extended $250 million repo facility for an additional year through February 2018 ► Origination pipeline of $151.2 million(2) Number of loans 278 Unpaid principal balance(1) $729,976 Carrying value(1) $745,826 Weighted average LTV 62% Weighted average interest rate 6.1% Weighted average maturity 61 months Weighted average UPB $2,625,812 Percentage of loans fixed/floating 80% / 20% Percentage of loans perf./non-perf. 100% / 0% Portfolio Metrics Gross Levered Yield 7 $ in thousands As of March 13, 2017 14.0% 15.0% 11.6% 13.0% 12.5% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% Q4 '15 Q1 '16 Q2 '16 Q3 '16 Q4 '16

SBA Originations, Acquisitions & Servicing Number of loans 2,509 Unpaid principal balance(1) $615,764 Carrying value(1) $543,404 Weighted average LTV 80% Weighted average interest rate 5.2% Weighted average maturity 167 months Weighted average UPB $245,223 Percentage of loans fixed/floating 1% / 99% Percentage of loans perf./non-perf. 96% / 4% Gross Levered Yield Portfolio Metrics ► $12.9 million of SBA secondary market loans sales with an average sale premium of 9.6% ► Originated $13.7 million, similar to third quarter ► Acquisition pipeline of $90 million comprised of seasoned legacy SBA 7a loans(2) ► Origination pipeline in excess of $66 million(2) 8 $ in thousands As of March 13, 2017 21.1% 31.2% 29.1% 28.6% 28.4% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% Q4 '15 Q1 '16 Q2 '16 Q3 '16 Q4 '16

Residential Mortgage Banking Unpaid principal balance $2.2 billion % of Originations Purchased 66.7% % of Originations Refinanced 33.3% Unpaid principal balance $2.2 billion % of UPB- Fannie/ Freddie securitizations 66.2 % % of UPB- Ginnie Mae securitizations 25.3 % % of UPB – Other investors 8.5 % MSR Servicing Portfolio (UPB in $billions)(1) Portfolio Metrics(1) ► Operates through our wholly-owned subsidiary, GMFS, LLC, which was acquired from ZAIS Financial in fourth quarter 2016 ► GMFS originates residential mortgage loans eligible to be purchased, guaranteed or insured by Fannie Mae, Freddie Mac, FHA, USDA and VA through retail, correspondent and broker channels ► MSR portfolio of approximately $5.5 billion in UPB with fair market value of $61.4 million ► Originations of $363.6 million during the two months ended December 31, 2016 ► Loan sales of $380.2 million during the two months ended December 31, 2016 ► Origination pipeline of $200 million in commitments to originate residential agency loans(2) 9 Originations Sales Results for the year ended December 31, 2016. Historical information relating to the GMFS servicing portfolio that existed prior to the merger with ZAIS Financial on October 31, 2016 has been included for comparative purposes. As of March 13, 2017 $4.2 $4.4 $4.8 $5.1 $5.5 $0.0 $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16

Quarterly Investment Allocation Acquisitions(1) Originations(1) SBC Freddie MAC Transitional SBA Residential Total Gross investments $47,761 $33,635 $57,419 $52,547 $13,694 $363,609 $520,904 Number of loans 56 13 27 7 18 1,797 1,862 Average balance(2) $853 $2,737 $2,127 $7,789 $940 $199 $273 Gross Yield(3) 5.1% 6.5% 3.9% 6.5% 6.1% 3.6% 4.2% Weighted average duration(2) 295 months 52 months 138 months 28 months 227 months 337 months 260 months FX / ARM 100% / 0% 100% / 0% 72% / 28% 0% / 100% 0% / 100% 100% / 0% 83% / 17% Avg. Advance Rate(4) 76% 70% 100% 60% 71% 96% 77% Debt Cost(5) Libor + 319 Libor + 250 Libor + 175 Libor + 277 Libor + 350 Libor + 227 Libor + 251 $ in thousands Based on fully funded loan amount Gross yield equals contractual interest rates and accretion of discount based on Sutherland’s estimates of loan performance where applicable Weighted average advance rate of all assets of this loan type currently financed on the Company’s facilities Weighted average debt cost of all assets of this loan type currently financed on the Company’s facilities 10

Net Interest Margin(1) Contribution by SBC Operating Segment 11 Net interest margin is based on interest income, which reflects contractual interest rates and accretion of discount net of interest expense, which reflects contractual interest rates and deferred financing amortization 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Acquired Originated SBA

SBC Portfolio Composition as of Year End 2016 Collateral Diversification(1) SBA Segment Details(1) 12 As a percent of carrying value Retail 20% Office 20% Multi - Family 20% SBA 12% Industrial 9% Lodging 7% Mixed Use 6% Other 6% Acquired 30% Conventional SBC 39% Bridge 31% R ETAIL S EGMENT D ETAILS (1) Day Care 13% Dentists 9% Hotels 9% Restuarants 7% Vets 6% Physicians 5% Grocery 4% Auto 3% Other 44%

SBC Portfolio Composition as of Year End 2016 Lien position(1) Loan Size(1) 13 As a percent of carrying value First Mortgage 93% Sub. Mortgage 5% Other 2% Top 10 Loans 7% Remaining 93% CA 17% TX 14% FL 10% NY 8% GA 6% AZ 5% IL 3% NC 3% PA 3% Other 31% G EOGRAPHIC D IVERSIFICATION (1)

Financing and Leverage Deutsche Bank L + 250 - 325 1 – Year $275 $192 Master repurchase agreement used to finance newly originated SBC loans Citibank L + 300 1 – Year $200 $97 Master repurchase agreement used to finance legacy SBC loans J.P. Morgan L + 250 – 450 2 – Year $100 $48 Master repurchase agreement used to finance newly originated SBC loans, CRE bridge loans and acquired CRE J.P. Morgan L + 325 – 350 1 – Year $250 $60 Credit facility to fund CIT loan acquisition, legacy SBA 504 and 7(a) loans and newly originated SBA loans KeyBank L + 175 1 – Year $50 $33 Credit facility to fund Freddie Mac Small Balance originations GMFS Credit Facilities L + 225 – 230 1 – Year $205 $85 Credit facilities used to finance GMFS loans Total $1,080 $515 Bank Rate Term Facility Size(1) Available Capacity(1) Description Historical Leverage(1) 14 $ in millions Excludes reverse repurchase agreement secured by U.S. Treasuries and guaranteed loan financings 1.2x 1.1x 1.1x 1.2x 1.1x 2.1x 2.0x 1.9 x 1.9x 2.0x 0 0.5 1 1.5 2 2.5 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Recourse Total

2017 Strategic Initiatives 15

Sutherland Snapshot ($ amounts in thousands, except per share data) Acquired portfolio $465,556 7.3% $373,954 5.3% 15.6% SBC conventional origination portfolio $742,240 6.6% $533,069 4.2% 12.5% SBA Originations, Acquisitions & Servicing $578,360 6.6% $501,065 3.3% 28.4% Residential Mortgage Banking $140,006 18.3% $90,641 2.5% 47.4% Total $1,926,162 7.6% $1,498,729 4.1% 20.1% Investment Type Avg. Carrying Value Gross Yield(1) Avg. Debt Balance Debt Cost(2) Levered yield(3) Common Stockholders’ equity $513,097 Total Common Shares outstanding 30,549,084 Book value per Common Share $16.80 Book Equity Value per Common Share Fourth Quarter Earnings Data per Common Share Net income attributable to Sutherland Asset Management Corporation $24,054 Earnings per share – Basic and diluted $0.83 Return on Equity per Common Share 19.6% Dividend yield (based on share price as of 12/31/2016) 10.4% 16 Gross yields are based on interest income, MSR creation, and net servicing income for the quarter ended 12/31/2016 on an annualized basis, which reflects contractual interest rates and accretion Sutherland finances the assets included in the Investment Type through securitizations, repurchase agreements, warehouse facilities and bank credit facilities. Interest expense is calculated based on interest expense and deferred financing amortization for the quarter ended 12/31/2016 on an annualized basis. Levered yields for the quarter ended 12/31/2016 include interest income, accretion of discount, MSR creation, and servicing income net of interest expense and amortization of deferred financing costs on an annualized basis

Investment Highlights Only nationwide specialty finance company focused on SBC market and structured as a tax-efficient REIT Compelling risk-adjusted returns due to competitive dynamics and fragmentation in the SBC market Dual strategy of acquisitions and originations with extensive track record Embedded origination and servicing platforms drive future growth with benefit to shareholders Demonstrated access to cost-effective financing through securitization and bank markets Attractive business model with $552 million of Total Stockholders’ Equity and $2.6 billion of Total Assets 17

Appendix

Historical Financial Performance(1) 18 Retroactively adjusted for the equivalent number of shares after reverse acquisition using an exchange rate of 0.8356 Refer to slide 21 for a reconciliation of GAAP earnings to Core earnings $0.32 $0.32 $0.31 $0.34 $0.83 $0.51 $0.37 $0.32 $0.36 $0.35 $0.60 $0.45 $0.45 $0.36 $0.35 $- $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $0.90 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 $ Per share Earnings Adjusted core earnings (2) Dividend declared Bargain purchase gain $0.48

Balance Sheet by Quarter 19 Retroactively adjusted for the equivalent number of shares after reverse acquisition using an exchange rate of 0.8356 (In millions, except per share values) 12/31/2015 3/31/2016 6/30/2016 9/30/2016 12/31/2016 Assets Cash and cash equivalents 41.6 $ 59.9 $ 55.0 $ 38.5 $ 59.6 $ Restricted cash 14.8 16.7 14.7 15.9 20.2 Short term investments 250.0 250.0 250.0 250.0 320.0 Loans, held at fair value 155.1 174.3 212.9 233.6 81.6 Loans held for sale, at fair value - - - 23.3 181.8 Loans, held-for-investment 927.2 899.5 939.0 923.5 929.5 Loans eligible for repurchase from Ginnie Mae - - - - 138.0 Mortgage backed securities, at fair value 213.5 117.1 27.0 34.8 32.4 Servicing rights 27.3 26.0 24.4 23.4 83.8 Assets of consolidated VIEs 649.0 622.7 577.5 554.3 691.1 Other assets 51.3 51.1 46.8 51.4 67.3 Total Assets 2,329.8 $ 2,217.3 $ 2,147.3 $ 2,148.7 $ 2,605.3 $ Liabilities Borrowings under credit facilities 175.3 161.4 191.0 228.0 326.6 Promissory note payable - - 9.2 9.0 7.4 Securitized debt obligations of consolidated VIEs 461.5 435.0 401.8 374.8 492.9 Borrowings under repurchase agreements 644.1 614.6 568.8 581.8 600.9 Guaranteed loan financing 499.2 470.6 439.5 415.4 390.6 Contingent consideration - - - - 14.5 Liabilities for loans eligible for repurchase from Ginnie Mae - - - - 138.0 Accounts payable and other accrued liabilities 69.5 46.4 49.1 55.1 82.3 Total Liabilities 1,849.6 $ 1,728.0 $ 1,659.4 $ 1,664.1 $ 2,053.2 $ Stockholders’ Equity Additional paid-in capital 447.2 447.2 449.5 449.5 513.3 Retained earnings (deficit) (5.9) 2.5 (1.3) (4.3) (0.2) Sutherland Asset Management Corporation Equity 441.3 449.7 448.2 445.2 513.1 Non-controlling interests 38.9 39.6 39.7 39.4 39.0 Total Stockholders' Equity 480.2 489.3 487.9 484.6 552.1 Total Liabilities and Stockholders' Equity 2,329.8 $ 2,217.3 $ 2,147.3 $ 2,148.7 $ 2,605.3 $ Book Value per Share (1) 17.14 $ 17.46 $ 17.32 $ 17.21 $ 16.80 $

Statement of Income by Quarter 20 Certain balances have been reclassified to match current period presentation Retroactively adjusted for the equivalent number of shares after reverse acquisition using an exchange rate of 0.8356 (In millions, except per share values) Q4 2015 Q1 2016 (1) Q2 2016 (1) Q3 2016 (1) Q4 2016 Interest income Loans, held-for-investment 32.0 $ 32.3 $ 30.8 $ 27.0 $ 26.9 $ Loans, held at fair value 3.8 3.4 2.8 4.0 3.3 Loans, held for sale, at fair value - - - - 1.6 Mortgage backed securities, at fair value 3.1 2.2 1.0 0.8 0.9 Total interest income 38.9 37.9 34.6 31.8 32.7 Interest expense Credit facilities, promissory notes, and exchangable notes (1.3) (2.0) (2.1) (2.4) (3.3) Securitized debt obligations (3.7) (4.5) (4.5) (4.2) (4.4) Borrowings under repurchase agreements (4.0) (3.9) (3.6) (4.1) (4.7) Guaranteed loan financing (4.1) (3.9) (3.5) (3.3) (3.3) Total interest expense (13.1) (14.3) (13.7) (14.0) (15.7) Net interest income before provision for loan losses 25.8 23.6 20.9 17.8 17.0 Provision for loan losses (4.1) (2.2) (2.0) (0.5) (3.1) Net interest income after provision for loan losses 21.7 21.4 18.9 17.3 13.9 Other income (expense) Other income 4.4 2.4 1.3 1.7 5.2 Servicing income, net of amortization and impairment (0.3) 1.4 1.4 1.7 4.2 Gain on bargain purchase - - - - 15.2 Employee compensation and benefits (6.4) (6.0) (5.0) (5.7) (11.6) Professional fees (1.1) (1.8) (3.7) (3.1) (4.8) Management and incentive fees (1.6) (1.8) (1.8) (1.8) (2.0) Loan servicing expense (1.0) (0.9) (1.2) (1.8) (0.7) Other operating expenses (3.1) (4.0) (3.8) (3.4) (6.8) Total other income (expense) (9.1) (10.7) (12.8) (12.4) (1.3) Realized gain (loss) (2.2) 0.1 1.1 2.5 12.3 Unrealized gain (loss) 2.8 (0.3) 2.6 3.5 9.3 Net income before income tax expense and discontinued operations 13.2 10.5 9.8 10.9 34.2 Loss from discontinued operations, net of tax (1.6) (0.4) - - (1.8) Income tax expense (2.7) (1.0) (1.2) (1.3) (6.3) Net income after tax expenseand discontinued operations 8.9 9.1 8.6 9.6 26.1 Less: Net income attributable to non-controlling interests 0.7 0.7 0.7 0.8 2.0 Net income attributable to Common Shareholders 8.2 $ 8.4 $ 7.9 $ 8.8 $ 24.1 $ Earnings per share (1) 0.32 $ 0.32 $ 0.31 $ 0.34 $ 0.83 $ Weighted average common shares outstanding (2) 25,369,106 25,739,847 25,739,847 25,870,485 28,963,695

Core Earnings Reconciliation 21 (In millions, except per share values) Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Net income $ 8.9 $ 9.1 $ 8.6 $ 9.6 $ 26.1 Reconciling items: Unrealized (gain) loss on mortgage-backed securities 3.8 (2.0) (1.6) (0.7) 0.6 Realized (gain) loss on mortgage-backed securities - 3.1 0.5 - 0.1 Unrealized (gain) loss on residential mortgage servicing rights, net of tax - - - - (6.9) Bargain purchase gain - - - - (15.2) Merger transaction costs - - 1.7 0.9 2.0 Employee severance, net of tax - - - 0.3 0.1 (Gain) loss on discontinued operations, net of tax 1.6 0.6 - - 3.0 Total reconciling items 5.4 1.7 0.6 0.5 (16.3) Core earnings before income taxes 14.3 10.8 9.2 10.1 9.8 Income tax adjustments - (0.3) - - 1.3 Core earnings $ 14.3 $ 10.5 $ 9.2 $ 10.1 $ 11.1 Core earnings per share $ 0.51 $ 0.37 $ 0.32 $ 0.36 $ 0.35