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): May 09, 2023

BROADMARK REALTY CAPITAL INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland	001-39134	84-2620891
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1420 Fifth Avenue, Suite 2000
Seattle, Washington		98101
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 971-0800

(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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	BRMK	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 9, 2023, Broadmark Realty Capital Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 2.02 by reference.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of the Company dated May 9, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

	BROADMARK REALTY CAPITAL INC.
Date: May 9, 2023	By:	/s/ Jonathan Hermes
	Name:	Jonathan Hermes
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99

 

Exhibit 99.1

BROADMARK REALTY CAPITAL ANNOUNCES FIRST QUARTER 2023 RESULTS

Seattle, WA – May 9, 2023 – Broadmark Realty Capital Inc. (NYSE: BRMK) (the “Company”),an internally managed secured real estate finance company, today announced operating results for the quarter ended March 31, 2023.

First Quarter 2023 Financial Highlights

▪Total revenue of $24.7 million.

▪GAAP net income of $4.6 million, or $0.03 per diluted common share. Net income was impacted by one-time, merger-related expenses and impairment on the Company's real property owned (“REO”) of $4.9 and $1.0 million, respectively.

▪Distributable earnings prior to realized loss on investments, of $13.7 million, or $0.10 per diluted common share.

First Quarter 2023 Loan Portfolio Highlights

▪New originations and amendments of $6.1 million, with a weighted average loan-to-value of 56.9% at origination and weighted average yield of 13.8%.

▪Interest income of $19.3 million and fee income of $4.6 million.

Default and REO Updates

▪Total principal outstanding on loans in default status of $166.6 million, or $133.3 million net of current expected credit losses, on 41loans as of March 31, 2023, with $11.3 million of estimated costs to complete the underlying assets.

▪During the quarter, the Company had $3.0 million in payoffs related to loans in default, $43.9 million of loans that went into default, $106.6 million of defaulted loans that transferred into the REO portfolio and $3.3 million of REO that were sold. The increase in the REO portfolio was a result of the Company, in seeking to maximize the value of its real estate collateral, determining to complete construction or stabilize certain assets prior to ultimately liquidating them.

▪The Company owned $191.3 million of REO as of March 31, 2023, and realized $1.0 million of impairments for the quarter.

Balance Sheet Activity and Liquidity

At March 31, 2023, the Company had cash and cash equivalents of $39.3 million and a $117.0 million undrawn credit facility, or $156.3 million in total liquidity. The Company had $356.6 million of unfunded loan commitments on balance sheet, of which $11.3 million relate to defaulted loans which the Company is not obligated to fund. Payoff pace remained stable throughout the quarter, with an average monthly run-rate of $25.0 million.

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Dividend

On March 15, 2023, the Company’s Board of Directors (the "Board") declared a cash dividend of $0.035 per common share payable on April 14, 2023 to stockholders of record as of March 31, 2023, and on April 17, 2023, the Board declared a cash dividend of $0.035 per common share payable on May 15, 2023 to stockholders of record as of April 28, 2023.

The Board declared a cash dividend of $0.035 per common share on May 9, 2023 to stockholders of record as of May 24, 2023 payable on May 30, 2023 (the “May Dividend”). The May Dividend will be the final cash dividend paid by the Company assuming the completion of the merger with Ready Capital Corporation by June 1, 2023, as currently anticipated. There can be no assurance that the merger will be completed on the terms described or at all.

Additional Information

The Company has posted supplemental financial information to provide additional disclosure on its website at www.broadmark.com. These materials can be found on the Investors section of the website under the “Financials” tab.

Forward Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the Company’s current views with respect to, among other things, capital resources, portfolio performance and projected results of operations. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their respective dates.

These forward-looking statements are based largely on the Company’s current beliefs, assumptions and expectations concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that it has anticipated. Factors that may cause actual results to vary from the Company’s forward-looking statements include, but are not limited to:

•mitigation of loan default rates and ability to timely resolve loans in contractual default status with positive economic outcomes;

•the adequacy of collateral securing the Company's loans and declines in the value of real estate property securing the Company's loans;

•the current and future health and stability of the economy and residential housing market;

•availability of origination and acquisition opportunities acceptable to the company;

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•increased competition from entities engaged in construction lending activities;

•potential mismatches in the timing of asset repayments and the maturity of the associated financing agreements;

•general economic uncertainty and the effect of general economic conditions on the real estate and real estate capital markets in particular;

•general and local commercial and residential real estate property conditions;

•changes in U.S. federal government policies;

•changes in U.S. federal, state and local governmental laws and regulations that impact the Company's business, assets or classification as a real estate investment trust;

•the Company's ability to pay, maintain or grow the dividend in the future;

•changes in interest rates;

•the availability of, and costs associated with, sources of liquidity;

•compliance with covenants contained in the Company's debt documents;

•the adequacy of the Company's policies, procedures and systems for managing risk effectively;

•the ability to manage future growth;

•changes in personnel and availability of qualified personnel;

•risks related to the Company's merger with Ready Capital Corporation, including that the merger will require significant time and resources, potentially diverting attention from the conduct of the Company's business, the potential adverse effect on the Company's operating results and business generally resulting from the merger, and the anticipated and unanticipated costs, fees, expenses and liabilities related to the merger; and

•other factors set forth in the Company's periodic filings with the Securities and Exchange Commission.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

The Company uses its website and social media channels as channels of distribution of Company information. The information that the Company posts through these channels may be deemed material. Accordingly, the Company encourages investors and others interested in the Company to routinely monitor these channels, in addition to following the Company’s press releases, Securities and Exchange Commission filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section of the Company’s website at https://ir.broadmark.com/investor-resources/investor-email-alerts/default.aspx. The contents of the Company’s website and social media channels are not, however, incorporated by reference into this press release.

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About Broadmark Realty Capital

Broadmark is a specialty real estate finance company, providing financing solutions generally in the $2 to $75 million range per transaction. The company provides smart, reliable, rapid solutions across the entire debt capital stack, including senior, subordinate, and participation investments with fixed and floating rate structures available. Broadmark invests in a variety of new construction and existing properties across all asset classes throughout the United States, including hotel, industrial, medical, mixed-use, office, retail, self-storage, warehouse, multifamily, senior living, student housing, condos, larger scaled single-family, townhome, and multiplex. It has the competitive advantage of being an internally managed balance sheet lender, and the company’s proactive approach delivers dedicated in-house underwriting, asset management, loan servicing, and draw administration.

Contact:

Investor Relations

InvestorRelations@broadmark.com

206-623-7782

Media Relations

media@broadmark.com

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BROADMARK REALTY CAPITAL INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	March 31, 2023			December 31, 2022
Assets
Cash and cash equivalents	$	39,323		$	54,964
Mortgage notes receivable, net		784,881			881,950
Interest and fees receivable, net		12,902			14,775
Investment in real property held for sale, net		36,096			24,516
Investment in real property held for use, net		155,207			63,382
Right-of-use assets		5,503			5,609
Other assets		5,538			6,311
Total assets	$	1,039,450		$	1,051,507
Liabilities and stockholders' equity
Senior unsecured notes, net	$	97,932		$	97,789
Dividends payable		4,612			4,654
Accounts payable and accrued liabilities		9,988			13,489
Lease liabilities		7,394			7,522
Total liabilities		119,926			123,454
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding at March 31, 2023 and December 31, 2022		—			—
Common stock, $0.001 par value, 500,000,000 shares authorized, 131,750,308 and 131,645,145 issued and outstanding at March 31, 2023 and December 31, 2022, respectively		131			131
Additional paid in capital		1,215,933			1,215,229
Accumulated deficit		(296,540	)		(287,307	)
Total stockholders' equity		919,524			928,053
Total liabilities and stockholders' equity	$	1,039,450		$	1,051,507

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BROADMARK REALTY CAPITAL INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share data)

	Three Months Ended
	March 31, 2023			March 31, 2022
Revenues:
Interest income	$	19,264		$	24,110
Fee income		4,572			5,763
Total interest and fee income		23,836			29,873
Real property revenue from operations		865			826
Total revenues		24,701			30,699
Expenses:
Compensation and employee benefits		4,322			5,078
General and administrative		3,221			3,186
Merger transaction related expenses		4,920			—
Real property operating expenses and depreciation		2,831			748
Interest expense		2,116			2,115
Total expenses		17,410			11,127
Impairment:
Provision for credit losses, net		1,701			1,747
Impairment of real property		1,004			—
Total impairment		2,705			1,747
Other (expense) income:
Change in fair value of warrant liabilities		—			(8	)
Gain (loss) on sale of real property		(30	)		257
Total other (expense) income		(30	)		249
Income before provision for income taxes		4,556			18,074
Income tax provision		—			—
Net income	$	4,556		$	18,074
Earnings per common share:
Basic	$	0.03		$	0.14
Diluted	$	0.03		$	0.14
Weighted-average shares of common stock outstanding, basic and diluted:
Basic		131,727,381			132,769,876
Diluted		132,046,269			132,836,771

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BROADMARK REALTY CAPITAL INC.

RECONCILIATION OF NET INCOME TO DISTRIBUTABLE EARNINGS

(in thousands, except for per share amounts)

Definition of Distributable Earnings

The Company has elected to present “distributable earnings” and “distributable earnings prior to realized loss on investments” as supplemental non-GAAP financial measures used by management to evaluate the Company’s operating performance. The Company defines distributable earnings as net income attributable to common stockholders adjusted for: (i) impairment recorded on the Company’s investments in real property; (ii) unrealized gains or losses on the Company’s investments (including provision for credit losses) and warrant liabilities; (iii) non-capitalized transaction-related and other one-time expenses; (iv) non-cash stock-based compensation; (v) depreciation and amortization including amortization of the Company's intangible assets; and (vi) deferred taxes, which are subject to variability and generally not indicative of future economic performance or representative of current operations.

During the three months ended March 31, 2023 and 2022, provision for credit losses, net was $1.7 and $1.7 million, respectively, which has been excluded from distributable earnings consistent with other unrealized gains (losses) pursuant to the Company’s policy for reporting distributable earnings. The Company expects to recognize such potential credit losses in distributable earnings if and when such amounts are deemed nonrecoverable upon a realization event. This is generally upon charge-off of principal at the time of loan repayment or upon sale of real property owned by the Company and the amount of proceeds is less than the principal outstanding at the time of foreclosure.

Management believes that the adjustments to compute “distributable earnings” specified above allow investors and analysts to readily identify and track the operating performance of the Company’s assets, assist in comparing the operating results between periods, and enable investors to evaluate the Company’s current performance using the same measure that management uses to operate the business. Distributable earnings excludes certain recurring items, such as unrealized gains and losses (including provision for credit losses) and non-capitalized transaction-related expenses, because they are not considered by management to be part of the Company’s primary operations for the reasons described herein. However, management has elected to also present distributable earnings prior to realized loss on investments because it believes the Company’s investors use such measure to evaluate and compare the performance of the Company and its peers. As such, distributable earnings and distributable earnings prior to realized loss on investments are not intended to reflect all of the Company’s activity and should be considered as only one of the factors used by management in assessing the Company’s performance, along with GAAP net income which is inclusive of all of the Company’s activities.

As a REIT, the Company is required to distribute annually to its stockholders at least 90% of its “REIT taxable income” (determined without regard to the dividends-paid deduction and excluding net capital gains) and to pay tax at regular corporate rates to the extent that it annually distributes less than 100% of such taxable income. Given these requirements and its belief that dividends are generally one of the principal reasons that stockholders invest in its common stock, the Company generally intends to attempt to pay dividends to its stockholders in an amount equal to its net taxable income, if and to the extent authorized by the Company’s board of directors. Distributable earnings and distributable earnings prior to realized loss on investments are one of many factors considered by the Company’s board of directors in declaring dividends and, while not direct measures of taxable income, over time, the measures can be considered useful indicators of the Company’s dividends.

Distributable earnings and distributable earnings prior to realized loss on investments do not represent, and should not be considered as a substitute for, or superior to, net income or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance with GAAP, and the Company’s calculation of these measures may not be comparable to similarly entitled measures reported by other companies.

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The table below is a reconciliation of distributable earnings to the most directly comparable GAAP financial measure:

	Three Months Ended
(dollars in thousands, except share and per share data)	March 31, 2023			March 31, 2022
Net income attributable to common stockholders	$	4,556		$	18,074
Adjustments for non-distributable earnings:
Stock-based compensation expense		905			985
Non-capitalized transaction and other transition expenses(1)		4,920			1,027
Change in fair value of warrant liabilities		—			8
Depreciation and amortization		601			219
Impairment of real property		1,004			—
Provision for credit losses, net		1,701			1,747
Distributable earnings prior to realized loss on investments:	$	13,687		$	22,060
Realized credit losses(2)		(1,051	)		(2,451	)
Distributable earnings:	$	12,636		$	19,609
Distributable earnings per diluted share of common stock prior to realized loss on investments	$	0.10		$	0.17
Distributable earnings per diluted share of common stock	$	0.10		$	0.15
Weighted-average number of shares of common stock outstanding, basic and diluted
Basic		131,727,381			132,769,876
Diluted		132,046,269			132,836,771

(1)For the three months ended March 31, 2023, represents merger transaction related expenses. For the three months ended March 31, 2022, includes other expenses primarily related to the various costs associated with management succession, including executive search costs, as well as certain unusual repair and legal expenses incurred on held-for-sale real properties no longer under construction.

(2)Represents credit losses recorded in the provision for credit losses and recognized in distributable earnings upon charge-off of principal at the time of loan repayment or upon sale of real property where proceeds received are less than the principal outstanding.

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XML

Document And Entity Information	May 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2023
Entity Registrant Name	Broadmark Realty Capital Inc.
Entity Central Index Key	0001784797
Entity Emerging Growth Company	false
Securities Act File Number	001-39134
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	84-2620891
Entity Address, Address Line One	1420 Fifth Avenue, Suite 2000
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98101
City Area Code	(206)
Local Phone Number	971-0800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BRMK
Security Exchange Name	NYSE