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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-38377
BRIGHTSPIRE CAPITAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland38-4046290
(State or Other Jurisdiction of
Incorporation or Organization)		(I.R.S. Employer
Identification No.)
590 Madison Avenue, 33rd Floor
New York, NY 10022
(Address of Principal Executive Offices, Including Zip Code)
(212) 547-2631
(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.01 per shareBRSPNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ☒ No   ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒ 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
As of August 2, 2022, BrightSpire Capital, Inc. had 128,964,934 shares of Class A common stock, par value $0.01 per share, outstanding.


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

IndexPage









Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement.
Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the adverse effect of the current pandemic of the ongoing coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company, its borrowers and tenants, the real estate market and the global economy and financial markets. The extent to which the COVID-19 pandemic impacts us, our borrowers and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, the availability and acceptance of effective vaccines, and the direct and indirect economic effects of the pandemic and containment measures, among others.
Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements:
•operating costs and business disruption may be greater than expected;
•the ongoing coronavirus pandemic, measures intended to prevent its spread and government actions to mitigate its economic impact, as well as changes in consumer behavior or corporate policies in response to the coronavirus pandemic, have had and may have a material adverse effect on our business, results of operations and financial condition;
•we depend on borrowers and tenants for a substantial portion of our revenue and, accordingly, our revenue and our ability to make distributions to stockholders will be dependent upon the success and economic viability of such borrowers and tenants;
•rising interest rates may adversely impact the value of our fixed-rate investments, result in higher interest expense and in disruptions to our borrowers’ and tenants’ ability to finance their activities, on whom we depend for a substantial portion of our revenue; deterioration in the performance of the properties securing our investments (including depletion of interest and other reserves or payment-in-kind concessions in lieu of current interest payment obligations) that may cause deterioration in the performance of our investments and, potentially, principal losses to us;
•the fair value of our investments may be subject to uncertainties or decrease;
•the ability to realize substantial efficiencies as well as anticipated strategic and financial benefits, including, but not limited to expected returns on equity and/or yields on investments;
•adverse impacts on our corporate revolver, including covenant compliance and borrowing base capacity;
•adverse impacts on our liquidity, including margin calls on master repurchase facilities, debt service or lease payment defaults or deferrals, demands for protective advances and capital expenditures;
•our real estate investments are relatively illiquid and we may not be able to vary our portfolio in response to changes in economic and other conditions, which may result in losses to us;
•the timing of and ability to deploy available capital;
•implementation of our investment strategy may be delayed or hindered as a result of terminating our relationship with our former manager;
•we have not established a minimum distribution payment level, and we cannot assure you of our ability to pay distributions in the future;
•the timing of and ability to complete repurchases of our stock;
•we are subject to risks associated with obtaining mortgage financing on our real estate, which could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to stockholders;
•the impact of legislative, regulatory, tax and competitive changes and the actions of governmental authorities, and in particular those affecting the commercial real estate finance and mortgage industry or our business.
The foregoing list of factors is not exhaustive. We urge you to carefully review the disclosures we make concerning risks in the sections entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, the section entitled “Risk Factors” in this Form 10-Q for the quarter ended June 30, 2022 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein.


2

We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. The Company is under no duty to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so.


3

PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED BALANCE SHEETS
(in Thousands, Except Share and Per Share Data)
June 30, 2022 (Unaudited)December 31, 2021
Assets
Cash and cash equivalents$317,742 $259,722 
Restricted cash91,674 86,841 
Loans held for investment3,833,523 3,485,607 
Current expected credit loss reserve(44,378)(36,598)
Loans held for investment, net3,789,145 3,449,009 
Real estate, net742,079 783,211 
Receivables, net52,582 54,499 
Deferred leasing costs and intangible assets, net58,353 64,981 
Assets held for sale — 44,345 
Other assets ($4,406 and $4,406 at fair value, respectively)
70,182 82,451 
Mortgage loans held in securitization trusts, at fair value718,335 813,310 
Total assets$5,840,092 $5,638,369 
Liabilities
Securitization bonds payable, net$1,364,906 $1,500,899 
Mortgage and other notes payable, net658,857 760,583 
Credit facilities1,487,567 905,122 
Accrued and other liabilities86,493 99,814 
Intangible liabilities, net5,532 6,224 
Escrow deposits payable75,414 73,344 
Dividends payable25,793 23,912 
Mortgage obligations issued by securitization trusts, at fair value682,181 777,156 
Total liabilities4,386,743 4,147,054 
Commitments and contingencies (Note 15)
Equity
Stockholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
— — 
Common stock, $0.01 par value per share
Class A, 950,000,000 shares authorized, 128,964,934 and 129,769,365 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
1,290 1,298 
Additional paid-in capital2,850,001 2,855,766 
Accumulated deficit(1,398,773)(1,410,562)
Accumulated other comprehensive income(510)8,786 
Total stockholders’ equity1,452,008 1,455,288 
Noncontrolling interests in investment entities1,341 1,472 
Noncontrolling interests in the Operating Partnership— 34,555 
Total equity1,453,349 1,491,315 
Total liabilities and equity$5,840,092 $5,638,369 

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









4

BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED BALANCE SHEETS
(in Thousands)

The following table presents assets and liabilities of securitization trusts and certain real estate properties that have noncontrolling interests as variable interest entities for which the Company is determined to be the primary beneficiary.
June 30, 2022 (Unaudited)December 31, 2021
Assets
Cash and cash equivalents$4,879 $6,720 
Restricted cash11,703 9,658 
Loans held for investment, net1,628,192 1,781,522 
Real estate, net168,788 170,201 
Receivables, net28,424 12,808 
Deferred leasing costs and intangible assets, net12,806 15,105 
Other assets21,541 38,101 
Mortgage loans held in securitization trusts, at fair value718,335 813,310 
Total assets$2,594,668 $2,847,425 
Liabilities
Securitization bonds payable, net$1,364,906 $1,500,899 
Mortgage and other notes payable, net175,837 177,373 
Accrued and other liabilities8,271 6,768 
Intangible liabilities, net5,532 6,224 
Escrow deposits payable2,935 3,484 
Mortgage obligations issued by securitization trusts, at fair value682,181 777,156 
Total liabilities$2,239,662 $2,471,904 

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

























5
BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Net interest income
Interest income$53,083 $37,921 $97,654 $72,295 
Interest expense(21,455)(12,993)(37,527)(25,488)
Interest income on mortgage loans held in securitization trusts9,721 11,390 19,095 31,079 
Interest expense on mortgage obligations issued by securitization trusts(8,586)(10,111)(17,074)(27,447)
Net interest income32,763 26,207 62,148 50,439 
Property and other income
Property operating income21,781 24,799 45,948 50,521 
Other income787 1,110 1,063 1,155 
Total property and other income22,568 25,909 47,011 51,676 
Expenses
Management fee expense— 2,338 — 9,596 
Property operating expense5,266 6,758 11,990 14,869 
Transaction, investment and servicing expense982 644 2,106 2,932 
Interest expense on real estate7,117 7,777 14,673 16,410 
Depreciation and amortization8,720 9,994 17,314 19,533 
Increase (decrease) of current expected credit loss reserve10,143 1,200 9,277 4,425 
Compensation and benefits (including $2,286, $5,443, $4,166 and $9,705 of equity-based compensation expense, respectively)
8,269 10,053 16,494 16,839 
Operating expense4,070 4,000 8,419 9,809 
Restructuring charges— 150 — 109,321 
Total expenses44,567 42,914 80,273 203,734 
Other income
Unrealized gain on mortgage loans and obligations held in securitization trusts, net— 19,516 — 28,154 
Realized loss on mortgage loans and obligations held in securitization trusts, net— (19,516)— (19,516)
Other gain, net24,332 836 34,620 9,203 
Income (loss) before equity in earnings of unconsolidated ventures and income taxes35,096 10,038 63,506 (83,778)
Equity in earnings (loss) of unconsolidated ventures— (33,788)25 (36,266)
Income tax benefit (expense)(465)134 (501)1,935 
Net income (loss)34,631 (23,616)63,030 (118,109)
Net (income) loss attributable to noncontrolling interests:
Investment entities15 3,459 (7)3,685 
Operating Partnership(359)437 (1,013)2,390 
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$34,287 $(19,720)$62,010 $(112,034)
Net income (loss) per common share - basic (Note 17)
$0.26 $(0.15)$0.48 $(0.87)
Net income (loss) per common share - diluted (Note 17)
$0.26 $(0.15)$0.47 $(0.87)
Weighted average shares of common stock outstanding - basic (Note 17)
127,756 128,298 128,052 128,297 
Weighted average shares of common stock outstanding - diluted (Note 17)
129,595 128,298 129,669 128,297 
The accompanying notes are an integral part of these consolidated financial statements.


6



BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in Thousands)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Net income (loss)$34,631 $(23,616)$63,030 $(118,109)
Other comprehensive income (loss)
Unrealized loss on real estate securities, available for sale— — — (200)
Foreign currency translation gain (loss)(9,810)2,213 (9,134)(6,319)
Total other comprehensive income (loss)(9,810)2,213 (9,134)(6,519)
Comprehensive income (loss)24,821 (21,403)53,896 (124,628)
Comprehensive (income) loss attributable to noncontrolling interests:
Investment entities15 3,123 (7)4,125 
Operating Partnership(505)526 (1,175)2,694 
Comprehensive income (loss) attributable to common stockholders$24,331 $(17,754)$52,714 $(117,809)

























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


7


BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(in Thousands)
(Unaudited)

Common StockAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Accumulated Other Comprehensive IncomeTotal Stockholders’ EquityNoncontrolling Interests in Investment EntitiesNoncontrolling Interest in the Operating PartnershipTotal Equity
Class A
SharesAmount
Balance as of December 31, 2020128,565 $1,286 $2,844,023 $(1,234,224)$54,588 $1,665,673 $253,225 $39,780 $1,958,678 
Contributions— — — — — — 1,384 — 1,384 
Distributions— — — — — — (10,794)— (10,794)
Issuance and amortization of equity-based compensation1,420 14 4,248 — — 4,262 — — 4,262 
Other comprehensive income— — — — (7,742)(7,742)(776)(215)(8,733)
Dividends and distributions declared ($0.10 per share)
— — — (12,988)— (12,988)— (308)(13,296)
Shares canceled for tax withholding on vested stock awards(136)(2)(1,307)— — (1,309)— — (1,309)
Reallocation of equity— — 521 — — 521 — (521)— 
Net loss— — — (92,314)— (92,314)(226)(1,953)(94,493)
Balance as of March 31, 2021129,849 $1,298 $2,847,485 $(1,339,526)$46,846 $1,556,103 $242,813 $36,783 $1,835,699 
Contributions— $— $— $— $— $— $838 $— $838 
Distributions— — — — — — (13,148)— (13,148)
Issuance and amortization of equity-based compensation41 — 5,443 — — 5,443 — — 5,443 
Other comprehensive income— — — — 1,966 1,966 336 (89)2,213 
Dividends and distributions declared ($0.14 per share)
— — — (18,166)— (18,166)— (431)(18,597)
Shares canceled for tax withholding on vested stock awards(131)— (1,141)— — (1,141)— — (1,141)
Reallocation of equity— — 129 — — 129 — (129)— 
Net income (loss)— — — (19,720)— (19,720)(3,459)(437)(23,616)
Balance as June 30, 2021129,759 $1,298 $2,851,916 $(1,377,412)$48,812 $1,524,614 $227,380 $35,697 $1,787,691 


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



8



BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(in Thousands)
(Unaudited)

Common StockAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Accumulated Other Comprehensive IncomeTotal Stockholders’ EquityNoncontrolling Interests in Investment EntitiesNoncontrolling Interest in the Operating PartnershipTotal Equity
Class A
SharesAmount
Balance as of December 31, 2021129,769 $1,298 $2,855,766 $(1,410,562)$8,786 $1,455,288 $1,472 $34,555 $1,491,315 
Distributions— — — — — — (110)— (110)
Issuance and amortization of equity-based compensation— — 1,880 — — 1,880 — — 1,880 
Other comprehensive income— — — — 660 660 — 16 676 
Dividends and distributions declared ($0.19 per share)
— — — (24,657)— (24,657)— (584)(25,241)
Shares canceled for tax withholding on vested stock awards(136)(2)(998)— — (1,000)— — (1,000)
Reallocation of equity— — (13)— — (13)— 13 — 
Net income— — — 27,724 — 27,724 22 654 28,400 
Balance as of March 31, 2022129,633 $1,296 $2,856,635 $(1,407,495)$9,446 $1,459,882 $1,384 $34,654 $1,495,920 
Distributions— $— $— $— $— $— $(28)$— $(28)
Issuance and amortization of equity-based compensation1,524 16 2,270 — — 2,286 — — 2,286 
Repurchase of common stock(2,181)(22)(18,298)— — (18,320)— — (18,320)
Other comprehensive income— — — — (9,956)(9,956)— 146 (9,810)
Dividends and distributions declared ($0.20) per share
— — — (25,565)— (25,565)— — (25,565)
Shares canceled for tax withholding on vested stock awards(11)— (254)— — (254)— — (254)
OP Redemption— — 9,648 — — 9,648 — (35,159)(25,511)
Net income— — — 34,287 — 34,287 (15)359 34,631 
Balance as of June 30, 2022128,965 $1,290 $2,850,001 $(1,398,773)$(510)$1,452,008 $1,341 $— $1,453,349 


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


9

BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
(Unaudited)
Six Months Ended June 30,
20222021
Cash flows from operating activities:
Net income (loss)$63,030 $(118,109)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (earnings) losses of unconsolidated ventures(25)35,624 
Depreciation and amortization17,314 19,533 
Straight-line rental income(731)(1,407)
Amortization of above/below market lease values, net(103)(26)
Amortization of premium/accretion of discount and fees on investments and borrowings, net(6,912)(2,582)
Amortization of deferred financing costs4,938 5,893 
Amortization of right-of-use lease assets and operating lease liabilities234 52 
Paid-in-kind interest added to loan principal, net of interest received5,679 (4,240)
Unrealized gain on mortgage loans and obligations held in securitization trusts, net— (28,154)
Realized loss on mortgage loans and obligations held in securitization trusts, net— 19,516 
Realized loss on securities from write-down to fair value— 990 
Realized gain on sale of real estate securities, available for sale— (131)
Realized gain on sale of real estate(10,632)(11,911)
Increase of current expected credit loss reserve9,277 4,425 
Amortization of equity-based compensation4,166 9,705 
Mortgage notes above/below market value amortization98 63 
Realized gain on sales of unconsolidated ventures(21,900)— 
Deferred income tax benefit(650)(1,910)
Other (gain) loss, net(1,828)1,369 
Changes in assets and liabilities:
Receivables, net(628)(1,952)
Deferred costs and other assets1,914 (22,937)
Due to related party— (10,059)
Other liabilities(8,627)(22,363)
Net cash provided by (used in) operating activities54,614 (128,611)
Cash flows from investing activities:
Acquisition, origination and funding of loans held for investment, net(815,466)(822,834)
Repayment on loans held for investment470,411 124,198 
Proceeds from sale of real estate55,600 332,003 
Acquisition of and additions to real estate, related intangibles and leasing commissions(1,577)(2,612)
Investments in unconsolidated ventures— (3,499)
Proceeds from sale of investments in unconsolidated ventures 38,100 — 
Distributions in excess of cumulative earnings from unconsolidated ventures(3)21,433 
Repayment of real estate securities, available for sale, from sales— 5,079 
Repayment of real estate securities, available for sale, from cost recovery— 210 
Repayment of principal in mortgage loans held in securitization trusts15,946 9,649 
Proceeds from sale of beneficial interests of securitization trusts— 28,662 
Change in escrow deposits2,069 30,498 
Net cash used in investing activities(234,920)(277,213)
Cash flows from financing activities:
Distributions paid on common stock(48,033)(12,864)
Distributions paid on common stock to noncontrolling interests(1,138)(431)
Shares canceled for tax withholding on vested stock awards(1,254)(2,451)
Repurchase of common stock(18,320)— 
Redemption of OP units(25,383)— 
Borrowings from mortgage notes— 3,069 
Repayment of mortgage notes(82,116)(263,329)
Borrowings from credit facilities698,700 675,429 
Repayment of credit facilities(116,254)(207,992)
Repayment of securitization bonds(138,369)— 
Repayment of mortgage obligations issued by securitization trusts(15,947)(9,649)
Payment of deferred financing costs(7,863)(4,186)
Contributions from noncontrolling interests— 2,222 
Distributions to noncontrolling interests(138)(23,942)
Net cash provided by financing activities243,885 155,876 
Effect of exchange rates on cash, cash equivalents and restricted cash(726)1,937 
Net increase (decrease) in cash, cash equivalents and restricted cash62,853 (248,011)
Cash, cash equivalents and restricted cash - beginning of period346,563 540,030 
Cash, cash equivalents and restricted cash - end of period$409,416 $292,019 


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



10

BRIGHTSPIRE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in Thousands)
(Unaudited)

Six Months Ended June 30,
20222021
Reconciliation of cash, cash equivalents, and restricted cash to consolidated balance sheets
Beginning of the period
Cash and cash equivalents$259,722 $474,817 
Restricted cash86,841 65,213 
Total cash, cash equivalents and restricted cash, beginning of period$346,563 $540,030 
End of the period
Cash and cash equivalents$317,742 $210,182 
Restricted cash91,674 81,837 
Total cash, cash equivalents and restricted cash, end of period$409,416 $292,019 
Six Months Ended June 30,
20222021
Supplemental disclosure of non-cash investing and financing activities:
Deconsolidation of securitization trust (VIE asset/liability reductions)$— $(802,195)
Accrual of distribution payable(25,565)(18,597)
Right-of-use lease assets and operating lease liabilities3,271 5,435 
































The accompanying notes are an integral part of these consolidated financial statements.
11
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Business and Organization
BrightSpire Capital, Inc. is a commercial real estate (“CRE”) credit real estate investment trust (“REIT”) focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which the Company expects to be its primary investment strategy. Additionally, the Company may selectively originate mezzanine loans and make preferred equity investments, which may include profit participations. The mezzanine loans and preferred equity investments may be in conjunction with the Company’s origination of corresponding first mortgages on the same properties. Net leased properties consist of CRE properties with long-term leases to tenants on a net-lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance capital expenditures and real estate taxes. The Company will continue to target net leased equity investments on a selective basis. The Company also currently has investments in CRE debt securities consisting of commercial mortgage-backed securities (“CMBS”) that are “B-pieces” of a CMBS securitization pool.
The Company was organized in the state of Maryland on August 23, 2017 and maintains key offices in New York, New York and Los Angeles, California. The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with the taxable year ended December 31, 2018. The Company conducts all activities and holds substantially all assets and liabilities through the Company’s operating subsidiary, BrightSpire Capital Operating Company, LLC, (the “OP”). At March 31, 2022, the Company owned 97.7% of the OP, as its sole managing member. The remaining 2.3% was owned as noncontrolling interests. During the three months ended June 30, 2022, the Company redeemed the 2.3% of outstanding membership units in the OP for $25.4 million. Following this redemption, there were no noncontrolling interests in the OP at June 30, 2022.
Impact of COVID-19
The COVID-19 pandemic has negatively impacted CRE credit REITs across the industry, as well as other companies that own and operate commercial real estate investments. Throughout 2020, continuing into the second quarter of 2022, countries around the world continued to face healthcare and economic challenges arising from the coronavirus, or COVID-19. Efforts to address the pandemic, such as social distancing, closures or reduced capacity of retail and service outlets, hotels, factories and public venues, often mandated by governments, as well as changes in consumer behavior or corporate policies in response to the COVID-19 pandemic, have had a significant impact on the global economy and financial markets across major industries, including many sectors of real estate. In particular, the Company’s loans for investment and real estate investments in the hospitality and retail sectors have experienced and anticipate a myriad of challenges, including, but not limited to: significant declines in operating cash flows of the Company’s investments which in turn affect their ability to meet debt service and covenant requirements on investment-level debt (non-recourse to the Company); flexible lease payment terms sought by tenants; increased property operating costs such as labor and supplies as a result of COVID-19; potential payment defaults on the Company's loans held for investment; and a distressed market affecting real estate values in general. The COVID-19 crisis may also lead to heightened risk of litigation at the investment and corporate level, with an ensuing increase in litigation and related costs.
The volatility in equity and debt markets, and the economic fallout from COVID-19 may affect the valuation of the Company’s financial assets, carried at fair value. The Company’s consideration and assessment of impairment is discussed further in Note 3, “Loans Held for Investment, net,” Note 4, “Real Estate Securities,” Note 5, “Real Estate, net and Real Estate Held for Sale” and Note 13, “Fair Value.”
The continuing economic downturn as a result of efforts to contain COVID-19 may continue to negatively affect the Company’s financial condition and results of operations. While the extent and duration of the broad effects of COVID-19 on the global economy and the Company remain unclear, the Company believes it has materially addressed overall recoverability in value across its assets based upon external factors known to date and assumptions using the Company’s best estimate at this time. The Company will continue to monitor the progress of the COVID-19 crisis and reassess its effects on the Company’s results of operations and recoverability in value across its assets as conditions change.
2. Summary of Significant Accounting Policies
The significant accounting policies of the Company are described below. The accounting policies of the Company’s unconsolidated ventures are substantially similar to those of the Company.
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Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or any other future period. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in, or presented as exhibits to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. The portions of equity, net income and other comprehensive income of consolidated subsidiaries that are not attributable to the parent are presented separately as amounts attributable to noncontrolling interests in the consolidated financial statements.
Reclassifications
Certain prior period amounts have been reclassified from operating expense to compensation and benefits and from investment in unconsolidated ventures to other assets in the consolidated financial statements to conform to current period presentation. This reclassification did not affect the Company’s financial position, results of operations or cash flows.
Use of Estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.
Restructuring Charges
On April 4, 2021, the Company entered into the termination agreement (the “Termination Agreement”) with its former external manager (the “Manager”), a subsidiary of DigitalBridge Group, Inc. (“DigitalBridge”) whereby its management agreement (the “Management Agreement”) terminated on April 30, 2021. The termination of the Management Agreement resulted in a material change in the management structure of the Company, and was accounted for under ASC 420, Exit or disposal cost obligations. The one-time payment made during the three months ended March 31, 2021 to the Manager under the Termination Agreement, and other associated costs, were recorded within restructuring charges on the consolidated statement of operations.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries. The portions of the equity, net income and other comprehensive income of consolidated subsidiaries that are not attributable to the parent are presented separately as amounts attributable to noncontrolling interests in the consolidated financial statements.
The Company consolidates entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity (“VIE”) for which the Company is deemed to be the primary beneficiary, or if the Company has the power to control an entity through a majority of voting interest or through other arrangements.
Variable Interest Entities
Variable Interest Entities—A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; (ii) whose equity holders lack the characteristics of a controlling financial interest; or (iii) is established with non-substantive voting rights. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. The Company also considers interests held by its related parties, including de facto agents. The Company assesses whether it is a member of a related party group that collectively meets the power and benefits criteria and, if so, whether the Company is most closely associated with the VIE. In performing the related party analysis, the Company considers both qualitative and quantitative factors, including, but not limited to: the amount and characteristics of its investment relative to the related party; the Company’s and the related party’s ability to control or significantly influence key decisions of the VIE including consideration of involvement by de facto agents; the obligation or likelihood for the Company or
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the related party to fund operating losses of the VIE; and the similarity and significance of the VIE’s business activities to those of the Company and the related party. The determination of whether an entity is a VIE, and whether the Company is the primary beneficiary, may involve significant judgment, including the determination of which activities most significantly affect the entities’ performance, and estimates about the current and future fair values and performance of assets held by the VIE.
Voting Interest Entities—Unlike VIEs, voting interest entities have sufficient equity to finance their activities and equity investors exhibit the characteristics of a controlling financial interest through their voting rights. The Company consolidates such entities when it has the power to control these entities through ownership of a majority of the entities’ voting interests or through other arrangements.
At each reporting period, the Company reassesses whether changes in facts and circumstances cause a change in the status of an entity as a VIE or voting interest entity, and/or a change in the Company’s consolidation assessment.
Changes in consolidation status are applied prospectively. An entity may be consolidated as a result of this reassessment, in which case, the assets, liabilities and noncontrolling interest in the entity are recorded at fair value upon initial consolidation. Any existing equity interest held by the Company in the entity prior to the Company obtaining control will be remeasured at fair value, which may result in a gain or loss recognized upon initial consolidation. However, if the consolidation represents an asset acquisition of a voting interest entity, the Company’s existing interest in the acquired assets, if any, is not remeasured to fair value but continues to be carried at historical cost. The Company may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of deconsolidated assets and liabilities compared to the fair value of any interests retained.
As of June 30, 2022 and December 31, 2021, the Company has identified certain consolidated and unconsolidated VIEs. Assets of each of the VIEs, other than the OP, may only be used to settle obligations of the respective VIE. Creditors of each of the VIEs have no recourse to the general credit of the Company.
Consolidated VIEs
The Company’s operating subsidiary, the OP, is a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. Following the redemption of the outstanding membership units in the OP held by an unaffiliated third party during the three months ended June 30, 2022, there were no noncontrolling interests in the OP at June 30, 2022 and as of June 30, 2022, the Company holds all of the membership interests in the OP and the OP is no longer a VIE. The Company is the managing member of the OP and exercises full responsibility, discretion and control over the day-to-day management of the OP and has the power to direct the core activities of the OP that most significantly affect the OP’s performance, and through its ownership interest in the OP, has both the right to receive benefits from and the obligation to absorb losses of the OP. Accordingly, the Company is the primary beneficiary of the OP and consolidates the OP. As the Company conducts its business and holds its assets and liabilities through the OP, the total assets and liabilities of the OP represent substantially all of the total consolidated assets and liabilities of the Company. See “Noncontrolling Interests” below for further details on the redemption of OP units during the three months ended June 30, 2022.
Other consolidated VIEs include the Investing VIEs (as defined and discussed below) and certain operating real estate properties that have noncontrolling interests. At June 30, 2022 and December 31, 2021, the noncontrolling interests in the operating real estate properties represent third party joint venture partners with ownership ranging from 5.0% to 11.0%. These noncontrolling interests do not have substantive kick-out nor participating rights.
Investing VIEs
The Company’s investments in securitization financing entities (“Investing VIEs”) include subordinate first-loss tranches of securitization trusts, which represent interests in such VIEs. Investing VIEs are structured as pass through entities that receive principal and interest payments from the underlying debt collateral assets and distribute those payments to the securitization trust’s certificate holders, including the most subordinate tranches of the securitization trust. Generally, a securitization trust designates the most junior subordinate tranche outstanding as the controlling class, which entitles the holder of the controlling class to unilaterally appoint and remove the special servicer for the trust, and as such may qualify as the primary beneficiary of the trust.
If it is determined that the Company is the primary beneficiary of an Investing VIE as a result of acquiring the subordinate first-loss tranches of the securitization trust, the Company would consolidate the assets, liabilities, income and expenses of the entire Investing VIE. The assets held by an Investing VIE are restricted and can only be used to fulfill its own obligations. The obligations of an Investing VIE have neither any recourse to the general credit of the Company as the consolidating parent entity of an Investing VIE, nor to any of the Company’s other consolidated entities.
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As of June 30, 2022, the Company held subordinate tranches of a securitization trust in one Investing VIE for which the Company has determined it is the primary beneficiary because it has the power to direct the activities that most significantly impact the economic performance of the securitization trust. The Company’s subordinate tranches of the securitization trust, which represents the retained interest and related interest income, are eliminated in consolidation. As a result, all of the assets, liabilities (obligations to the certificate holders of the securitization trust, less the Company’s retained interest from the subordinate tranches of the securitization trust), income and expenses of the Investing VIE are presented in the consolidated financial statements of the Company although the Company legally owns the subordinate tranches of the securitization trust only. Regardless of the presentation, the Company’s consolidated financial statements of operations ultimately reflect the net income attributable to its retained interest in the subordinate tranches of the securitization trust.
The Company elected the fair value option for the initial recognition of the assets and liabilities of its consolidated Investing VIE. Interest income and interest expense associated with the Investing VIE are presented separately on the consolidated statements of operations, and the assets and liabilities of the Investing VIE are separately presented as “Mortgage loans held in securitization trusts, at fair value” and “Mortgage obligations issued by securitization trusts, at fair value,” respectively, on the consolidated balance sheets. Refer to Note 13, “Fair Value” for further discussion.
The Company has adopted guidance issued by the Financial Accounting Standards Board (“FASB”), allowing the Company to measure both the financial assets and liabilities of a qualifying collateralized financing entity (“CFE”), such as its Investing VIE, using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. A CFE is a VIE that holds financial assets, issues beneficial interests in those assets and has no more than nominal equity, and the beneficial interests have contractual recourse only to the related assets of the CFE. As the liabilities of the Company’s Investing VIE are marketable securities with observable trade data, their fair value is more observable and is referenced to determine fair value of the assets of its Investing VIE. Refer to Note 13, “Fair Value” for further discussion.
Unconsolidated VIEs
During the three months ended June 30, 2022, the Company sold its one remaining unconsolidated VIE. Refer to Note 7, “Restricted Cash, Other Assets and Accrued and Other Liabilities” for further discussion of the sale. As of December 31, 2021, the Company identified unconsolidated VIEs related to its CRE debt investments. Based on management’s analysis, the Company determined that it is not the primary beneficiary of such VIEs. Accordingly, the VIEs are not consolidated in the Company’s financial statements as of December 31, 2021.
Assets of each of the VIEs may only be used to settle obligations of the respective VIE. Creditors of each of the VIEs have no recourse to the general credit of the Company. As of June 30, 2022, the Company has no remaining obligations to unconsolidated VIEs.
The Company did not provide financial support to the unconsolidated VIEs during the six months ended June 30, 2022 and the fiscal year ended December 31, 2021. As of December 31, 2021, there were no explicit arrangements or implicit variable interests that could require the Company to provide financial support to the unconsolidated VIEs. The maximum exposure to loss of investments in unconsolidated ventures was determined as the carrying value plus any future funding commitments. The carrying value and maximum exposure to loss of the investments in unconsolidated joint ventures at December 31, 2021 was $16.2 million.
Noncontrolling Interests
Noncontrolling Interests in Investment Entities—This represents interests in consolidated investment entities held by third party joint venture partners.
Allocation of net income or loss is generally based upon relative ownership interests held by equity owners in each investment entity, or based upon contractual arrangements that may provide for disproportionate allocation of economic returns among equity interests, including using a hypothetical liquidation at book value (“HLBV”) basis, where applicable and substantive. HLBV uses a balance sheet approach, which measures each party’s capital account at the end of a period assuming that the subsidiary was liquidated or sold at book value. Each party’s share of the subsidiary’s earnings or loss is calculated by measuring the change in the party’s capital account from the beginning of the period in question to the end of period, adjusting for effects of distributions and new investments.
Noncontrolling Interests in the Operating Partnership (“OP”)—Noncontrolling interests in the OP are allocated a share of net income or loss in the OP based on their weighted average ownership interest in the OP during the period. Noncontrolling interests in the OP have the right to require the OP to redeem part or all of the membership units in the OP for cash based on the market value of an equivalent number of shares of Class A common stock at the time of redemption, or at the Company’s
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election as managing member of the OP, through the issuance of shares of Class A common stock on a one-for-one basis. At the end of each reporting period, noncontrolling interests in the OP were adjusted to reflect their ownership percentage in the OP at the end of the period, through a reallocation between controlling and noncontrolling interests in the OP, as applicable.
Through February 2022, the noncontrolling interests in the OP were held by an affiliate of DigitalBridge, after which such entity was sold to an unaffiliated third party. During the three months ended June 30, 2022, the Company redeemed the 3.1 million outstanding membership units in the OP held by such entity at a price of $8.25 per unit for a total cost of $25.4 million. Following this redemption, the noncontrolling interests in the operating partnership were reclassified to additional paid-in capital and accumulated other comprehensive income on the Company’s consolidated balance sheet and there are no noncontrolling interests in the OP. As of June 30, 2022, there were no remaining noncontrolling interests in the OP and the OP was wholly-owned by the Company directly, and indirectly through the Company’s wholly-owned subsidiary, BRSP-T LLC.
Comprehensive Income (Loss)
The Company reports consolidated comprehensive income (loss) in separate statements following the consolidated statements of operations. Comprehensive income (loss) is defined as the change in equity resulting from net income (loss) and other comprehensive income (“OCI”). The components of OCI include unrealized gain (loss) on CRE debt securities available for sale for which the fair value option was not elected, gain (loss) on derivative instruments used in the Company’s risk management activities used for economic hedging purposes (“designated hedges”), and gain (loss) on foreign currency translation.
Fair Value Measurement
Fair value is based on an exit price, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Where appropriate, the Company makes adjustments to estimated fair values to appropriately reflect counterparty credit risk as well as the Company’s own credit-worthiness.
The estimated fair value of financial assets and financial liabilities are categorized into a three-tier hierarchy, prioritized based on the level of transparency in inputs used in the valuation techniques, as follows:
Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in non-active markets, or valuation techniques utilizing inputs that are derived principally from or corroborated by observable data directly or indirectly for substantially the full term of the financial instrument.
Level 3—At least one assumption or input is unobservable and it is significant to the fair value measurement, requiring significant management judgment or estimate.
Where the inputs used to measure the fair value of a financial instrument fall into different levels of the fair value hierarchy, the financial instrument is categorized within the hierarchy based on the lowest level of input that is significant to its fair value measurement.
Fair Value Option
The fair value option provides an option to elect fair value as an alternative measurement for selected financial instruments. Gains and losses on items for which the fair value option has been elected are reported in earnings. The fair value option may be elected only upon the occurrence of certain specified events, including when the Company enters into an eligible firm commitment, at initial recognition of the financial instrument, as well as upon a business combination or consolidation of a subsidiary. The election is irrevocable unless a new election event occurs.
The Company has elected the fair value option for its indirect interests in real estate through real estate private equity funds (“PE Investments”). The Company has also elected the fair value option to account for the eligible financial assets and liabilities of its consolidated Investing VIEs in order to mitigate potential accounting mismatches between the carrying value of the instruments and the related assets and liabilities to be consolidated. The Company has adopted the measurement alternative allowing the Company to measure both the financial assets and financial liabilities of a qualifying CFE it consolidates using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable.
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Business Combinations
Definition of a Business—The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. If not, for an acquisition to be considered a business, it would have to include an input and a substantive process that together significantly contribute to the ability to create outputs (i.e., there is a continuation of revenue before and after the transaction). A substantive process is not ancillary or minor, cannot be replaced without significant costs, effort or delay or is otherwise considered unique or scarce. To qualify as a business without outputs, the acquired assets would require an organized workforce with the necessary skills, knowledge and experience that performs a substantive process.
Asset Acquisitions—For acquisitions that are not deemed to be businesses, the assets acquired are recognized based on their cost to the Company as the acquirer and no gain or loss is recognized. The cost of assets acquired in a group is allocated to individual assets within the group based on their relative fair values and does not give rise to goodwill. Transaction costs related to the acquisition of assets are included in the cost basis of the assets acquired. Such valuations require management to make significant estimates and assumptions.
Business Combinations—The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method. Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity, net of fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions.
Cash and Cash Equivalents
Short-term, highly liquid investments with original maturities of three months or less are considered to be cash equivalents. The Company did not have any cash equivalents at June 30, 2022 or December 31, 2021. The Company’s cash is held with major financial institutions and may at times exceed federally insured limits.
Restricted Cash
Restricted cash consists primarily of borrower escrow deposits, tenant escrow deposits and real estate capital expenditure reserves.
Loans Held for Investment
The Company originates and purchases loans and preferred equity held for investment. The accounting framework for loans and preferred equity held for investment depends on the Company’s strategy whether to hold or sell the loan, whether the loan was credit-impaired at the time of acquisition, or if the lending arrangement is an acquisition, development and construction loan.
Loans Held for Investment
Loans and preferred equity that the Company has the intent and ability to hold for the foreseeable future are classified as held for investment. Originated loans and preferred equity are recorded at amortized cost, or outstanding unpaid principal balance plus exit fees less net deferred loan fees. Net deferred loan fees include unamortized origination and other fees charged to the borrower less direct incremental loan origination costs incurred by the Company. Purchased loans and preferred equity are recorded at amortized cost, or unpaid principal balance plus purchase premium or less unamortized discount. Costs to purchase loans and preferred equity are expensed as incurred.
Interest Income—Interest income is recognized based upon contractual interest rate and unpaid principal balance of the loans and preferred equity investments. Net deferred loan fees on originated loans and preferred equity investments are deferred and amortized as adjustments to interest income over the expected life of the loans and preferred equity investments using the effective yield method. Premium or discount on purchased loans and preferred equity investments are amortized as adjustments to interest income over the expected life of the loans and preferred equity investments using the effective yield method. When a loan or preferred equity investment is prepaid, prepayment fees and any excess of proceeds over the carrying amount of the loan or preferred equity investment is recognized as additional interest income.
The Company has debt investments in its portfolio that contain a payment-in-kind (“PIK”) provision. Contractual PIK interest, which represents contractually deferred interest added to the loan balance that is due at the end of the loan term, is generally
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recorded on an accrual basis to the extent such amounts are expected to be collected. The Company will generally cease accruing PIK interest if there is insufficient value to support the accrual or management does not expect the borrower to be able to pay all principal and interest due.
Nonaccrual—Accrual of interest income is suspended on nonaccrual loans and preferred equity investments. Loans and preferred equity investments that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status. Interest receivable is reversed against interest income when loans and preferred equity investments are placed on nonaccrual status. Interest collected is recognized on a cash basis by crediting income when received; or if ultimate collectability of loan and preferred equity principal is uncertain, interest collected is recognized using a cost recovery method by applying interest collected as a reduction to loan and preferred equity carrying value. Loans and preferred equity investments may be restored to accrual status when all principal and interest are current and full repayment of the remaining contractual principal and interest are reasonably assured.
Loans Held for Sale
Loans that the Company intends to sell or liquidate in the foreseeable future are classified as held for sale. Loans held for sale are carried at the lower of amortized cost or fair value less disposal cost, with valuation changes recognized as impairment loss. Loans held for sale are not subject to Current Expected Credit Losses (“CECL”) reserves. Net deferred loan origination fees and loan purchase premiums or discounts are deferred and capitalized as part of the carrying value of the held for sale loan until the loan is sold, therefore included in the periodic valuation adjustments based on lower of cost or fair value less disposal cost.
At June 30, 2022 and December 31, 2021, the Company had no loans classified as held for sale.
Acquisition, Development and Construction (“ADC”) Arrangements
The Company provides loans to third party developers for the acquisition, development and construction of real estate. Under an ADC arrangement, the Company participates in the expected residual profits of the project through the sale, refinancing or other use of the property. The Company evaluates the characteristics of each ADC arrangement, including its risks and rewards, to determine whether they are more similar to those associated with a loan or an investment in real estate. ADC arrangements with characteristics implying loan classification are presented as loans held for investment and result in the recognition of interest income. ADC arrangements with characteristics implying real estate joint ventures are presented as investments in unconsolidated joint ventures and are accounted for using the equity method. The classification of each ADC arrangement as either loan receivable or real estate joint venture involves significant judgment and relies on various factors, including market conditions, amount and timing of expected residual profits, credit enhancements in the form of guaranties, estimated fair value of the collateral, and significance of borrower equity in the project, among others. The classification of ADC arrangements is performed at inception, and periodically reassessed when significant changes occur in the circumstances or conditions described above.
Operating Real Estate
Real Estate Acquisitions—Real estate acquired in acquisitions that are deemed to be business combinations is recorded at the fair values of the acquired components at the time of acquisition, allocated among land, buildings, improvements, equipment and lease-related tangible and identifiable intangible assets and liabilities, including forgone leasing costs, in-place lease values and above- or below-market lease values. Real estate acquired in acquisitions that are deemed to be asset acquisitions is recorded at the total value of consideration transferred, including transaction costs, and allocated to the acquired components based upon relative fair value. The estimated fair value of acquired land is derived from recent comparable sales of land and listings within the same local region based on available market data. The estimated fair value of acquired buildings and building improvements is derived from comparable sales, discounted cash flow analysis using market-based assumptions, or replacement cost, as appropriate. The fair value of site and tenant improvements is estimated based upon current market replacement costs and other relevant market rate information.
Real Estate Held for Investment
Real estate held for investment is carried at cost less accumulated depreciation.
Costs Capitalized or Expensed—Expenditures for ordinary repairs and maintenance are expensed as incurred, while expenditures for significant renovations that improve or extend the useful life of the asset are capitalized and depreciated over their estimated useful lives.
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Depreciation—Real estate held for investment, other than land, is depreciated on a straight-line basis over the estimated useful lives of the assets, as follows:
Real Estate AssetsTerm
Building (fee interest)
28 to 40 years
Building leasehold interestsLesser of remaining term of the lease or remaining life of the building
Building improvementsLesser of the useful life or remaining life of the building
Land improvements
1 to 15 years
Tenant improvementsLesser of the useful life or remaining term of the lease
Furniture, fixtures and equipment
2 to 8 years
Impairment—The Company evaluates its real estate held for investment for impairment periodically or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company evaluates real estate for impairment generally on an individual property basis. If an impairment indicator exists, the Company evaluates the undiscounted future net cash flows that are expected to be generated by the property, including any estimated proceeds from the eventual disposition of the property. If multiple outcomes are under consideration, the Company may apply a probability-weighted approach to the impairment analysis. Based upon the analysis, if the carrying value of a property exceeds its undiscounted future net cash flows, an impairment loss is recognized for the excess of the carrying value of the property over the estimated fair value of the property. In evaluating and/or measuring impairment, the Company considers, among other things, current and estimated future cash flows associated with each property, market information for each sub-market, including, where applicable, competition levels, foreclosure levels, leasing trends, occupancy trends, lease or room rates, and the market prices of similar properties recently sold or currently being offered for sale, and other quantitative and qualitative factors. Another key consideration in this assessment is the Company’s assumptions about the highest and best use of its real estate investments and its intent and ability to hold them for a reasonable period that would allow for the recovery of their carrying values. If such assumptions change and the Company shortens its expected hold period, this may result in the recognition of impairment losses. See Note 5, “Real Estate, net and Real Estate Held for Sale” and Note 13, “Fair Value” for further detail.
Real Estate Held for Sale
Real estate is classified as held for sale in the period when (i) management approves a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, subject only to usual and customary terms, (iii) a program is initiated to locate a buyer and actively market the asset for sale at a reasonable price, and (iv) completion of the sale is probable within one year. Real estate held for sale is stated at the lower of its carrying amount or estimated fair value less disposal cost, with any write-down to fair value less disposal cost recorded as an impairment loss. For any increase in fair value less disposal cost subsequent to classification as held for sale, the impairment loss may be reversed, but only up to the amount of cumulative loss previously recognized. Depreciation is not recorded on assets classified as held for sale. At the time a sale is consummated, the excess, if any, of sale price less selling costs over carrying value of the real estate is recognized as a gain.
If circumstances arise that were previously considered unlikely and, as a result, the Company decides not to sell the real estate asset previously classified as held for sale, the real estate asset is reclassified as held for investment. Upon reclassification, the real estate asset is measured at the lower of (i) its carrying amount prior to classification as held for sale, adjusted for depreciation expense that would have been recognized had the real estate been continuously classified as held for investment, and (ii) its estimated fair value at the time the Company decides not to sell.
At June 30, 2022, there were no properties held for sale. At December 31, 2021, there were two properties held for sale. See Note 5, “Real Estate, net and Real Estate Held for Sale” and Note 16, “Segment Reporting” for further detail.
Foreclosed Properties
The Company receives foreclosed properties in full or partial settlement of loans held for investment by taking legal title or physical possession of the properties. Foreclosed properties are generally recognized at the time the real estate is received at foreclosure sale or upon execution of a deed in lieu of foreclosure. Foreclosed properties are initially measured at fair value. If the fair value of the property is lower than the carrying value of the loan, the difference is recognized as current expected credit loss reserves and the cumulative reserve on the loan is charged off. The Company periodically evaluates foreclosed properties for subsequent decrease in fair value, which is recorded as an additional impairment loss. Fair value of foreclosed properties is generally based on third party appraisals, broker price opinions, comparable sales or a combination thereof.
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Real Estate Securities
The Company classifies its CRE securities investments as available for sale on the acquisition date, which are carried at fair value. Unrealized gains (losses) are recorded as a component of accumulated OCI in the consolidated statements of equity. However, the Company has elected the fair value option for the assets and liabilities of its consolidated Investing VIEs, and as a result, any unrealized gains (losses) on the consolidated Investing VIEs are recorded in unrealized gain (loss) on mortgage loans and obligations held in securitization trusts, net in the consolidated statements of operations. As of June 30, 2022, the Company held subordinate tranches of one securitization trust, which represent the Company’s retained interest in a securitization trust that the Company consolidates under U.S. GAAP. Refer to Note 4, “Real Estate Securities” for further discussion.
Impairment
CRE securities for which the fair value option is elected are not evaluated for impairment as any change in fair value is recorded in the consolidated statements of operations. Realized losses on such securities are reclassified to realized loss on mortgage loans and obligations held in securitization trust, net as losses occur.
CRE securities for which the fair value option is not elected are evaluated for impairment quarterly. Impairment of a security is considered when the fair value is below the amortized cost basis, which is then further analyzed when: (i) the holder has the intent to sell the impaired security; (ii) it is more likely than not the holder will be required to sell the security; or (iii) the holder does not expect to recover the entire amortized cost of the security. When a CRE security has been deemed impaired due to (i) or (ii) or (iii), the security is written down to its fair value and an impairment is recognized in the consolidated statements of operations. In all other situations, the unrealized loss is bifurcated into: (a) the amount related to expected credit losses; and (b) the amount related to other factors in excess of expected credit losses. The portion of impairment related to expected credit losses is recognized as an allowance for credit losses. The remaining impairment related to other factors is recognized as a component of accumulated OCI in the consolidated statements of equity. CRE securities which are not high-credit quality are considered to have an impairment if the security has an unrealized loss and there has been an adverse change in expected cash flow. The amount of impairment is then bifurcated as discussed above.
Investments in Unconsolidated Ventures
A noncontrolling, unconsolidated ownership interest in an entity may be accounted for using one of (i) equity method where applicable; (ii) fair value option if elected; (iii) fair value through earnings if fair value is readily determinable, including election of net asset value (“NAV”) practical expedient where applicable; or (iv) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable.
Fair value changes of equity method investments under the fair value option are recorded in earnings from investments in unconsolidated ventures. Fair value changes of other equity investments, including adjustments for observable price changes under the measurement alternative, are recorded in other gain, net.
Equity Method Investments
The Company accounts for investments under the equity method of accounting if it has the ability to exercise significant influence over the operating and financial policies of an entity, but does not have a controlling financial interest. The equity method investment is initially recorded at cost and adjusted each period for capital contributions, distributions and the Company’s share of the entity’s net income or loss as well as other comprehensive income or loss. The Company’s share of net income or loss may differ from the stated ownership percentage interest in an entity if the governing documents prescribe a substantive non-proportionate earnings allocation formula or a preferred return to certain investors. For certain equity method investments, the Company records its proportionate share of income on a one to three month lag. Distributions of operating profits from equity method investments are reported as operating activities, while distributions in excess of operating profits are reported as investing activities in the statement of cash flows under the cumulative earnings approach.
Impairment
Evaluation of impairment applies to equity method investments and equity investments under the measurement alternative. If indicators of impairment exist, the Company will first estimate the fair value of its investment. In assessing fair value, the Company generally considers, among others, the estimated fair value of the investee, which is based on significant assumptions including the estimated timing and probabilities of the future cash flows of the unconsolidated joint venture, utilizing discount rates and capitalization rates.
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(Unaudited)
For investments under the measurement alternative, if carrying value of the investment exceeds its fair value, an impairment is deemed to have occurred.
For equity method investments, further consideration is made if a decrease in value of the investment is other-than-temporary to determine if impairment loss should be recognized. Assessment of Other Than Temporary Impairment (“OTTI”) involves management judgment, including, but not limited to, consideration of the investee’s financial condition, operating results, business prospects and creditworthiness, the Company’s ability and intent to hold the investment until recovery of its carrying value. If management is unable to reasonably assert that an impairment is temporary or believes that the Company may not fully recover the carrying value of its investment, then the impairment is considered to be other-than-temporary.
Investments that are other-than-temporarily impaired are written down to their estimated fair value. Impairment loss is recorded in earnings from investments in unconsolidated ventures for equity method investments and in other gain, net for investments under the measurement alternative.
Identifiable Intangibles
In a business combination or asset acquisition, the Company may recognize identifiable intangibles that meet either or both the contractual-legal criterion or the separability criterion. An indefinite-lived intangible is not subject to amortization until such time that its useful life is determined to no longer be indefinite, at which point, it will be assessed for impairment and its adjusted carrying amount amortized over its remaining useful life. Finite-lived intangibles are amortized over their useful life in a manner that reflects the pattern in which the intangible is being consumed if readily determinable, such as based upon expected cash flows; otherwise they are amortized on a straight line basis. The useful life of all identified intangibles will be periodically reassessed and if useful life changes, the carrying amount of the intangible will be amortized prospectively over the revised useful life.
Lease Intangibles—Identifiable intangibles recognized in acquisitions of operating real estate properties generally include in-place leases, above- or below-market leases and deferred leasing costs, all of which have finite lives. In-place leases generate value over and above the tangible real estate because a property that is occupied with leased space is typically worth more than a vacant building without an operating lease contract in place. The estimated fair value of acquired in-place leases is derived based on management’s assessment of costs avoided from having tenants in place, including lost rental income, rent concessions and tenant allowances or reimbursements, that hypothetically would be incurred to lease a vacant building to its actual existing occupancy level on the valuation date. The net amount recorded for acquired in-place leases is included in intangible assets and amortized on a straight-line basis as an increase to depreciation and amortization expense over the remaining term of the applicable leases. If an in-place lease is terminated, the unamortized portion is charged to depreciation and amortization expense.
The estimated fair value of the above- or below-market component of acquired leases represents the present value of the difference between contractual rents of acquired leases and market rents at the time of the acquisition for the remaining lease term, discounted for tenant credit risks. Above- or below-market operating lease values are amortized on a straight-line basis as a decrease or increase to rental income, respectively, over the applicable lease terms. This includes fixed rate renewal options in acquired leases that are below-market, which are amortized to decrease rental income over the renewal period. Above- or below-market ground lease obligations are amortized on a straight-line basis as a decrease or increase to rent expense, respectively, over the applicable lease terms. If the above- or below-market operating lease values or above- or below-market ground lease obligations are terminated, the unamortized portion of the lease intangibles are recorded in rental income or rent expense, respectively.
Deferred leasing costs represent management’s estimate of the avoided leasing commissions and legal fees associated with an existing in-place lease. The net amount is included in intangible assets and amortized on a straight-line basis as an increase to depreciation and amortization expense over the remaining term of the applicable lease.
Transfers of Financial Assets
Sale accounting for transfers of financial assets requires the transfer of an entire financial asset, a group of financial assets in its entirety or if a component of the financial asset is transferred, that the component meets the definition of a participating interest with characteristics that mirror the original financial asset.
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. If the Company has any continuing involvement, rights or obligations with the transferred financial asset (outside of standard representations and warranties), sale accounting requires that the transfer meets the following sale conditions: (1) the transferred asset has been legally isolated; (2) the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge
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(Unaudited)
or exchange the transferred asset; and (3) the Company does not maintain effective control over the transferred asset through an agreement that provides for (a) both an entitlement and an obligation by the Company to repurchase or redeem the asset before its maturity, (b) the unilateral ability by the Company to reclaim the asset and a more than trivial benefit attributable to that ability, or (c) the transferee requiring the Company to repurchase the asset at a price so favorable to the transferee that it is probable the repurchase will occur.
If sale accounting is met, the transferred financial asset is removed from the balance sheet and a net gain or loss is recognized upon sale, taking into account any retained interests. Transfers of financial assets that do not meet the criteria for sale are accounted for as financing transactions, or secured borrowing.
Derivative Instruments and Hedging Activities
The Company uses derivative instruments to manage its foreign currency risk and interest rate risk. The Company does not use derivative instruments for speculative or trading purposes. All derivative instruments are recorded at fair value and included in other assets or other liabilities on a gross basis on the balance sheet. The accounting for changes in fair value of derivatives depends upon whether or not the Company has elected to designate the derivative in a hedging relationship and the derivative qualifies for hedge accounting. The Company has economic hedges that have not been designated for hedge accounting.
Changes in fair value of derivatives not designated as accounting hedges are recorded in the statement of operations in other gain, net.
For designated accounting hedges, the relationships between hedging instruments and hedged items, risk management objectives and strategies for undertaking the accounting hedges as well as the methods to assess the effectiveness of the derivative prospectively and retrospectively, are formally documented at inception. Hedge effectiveness relates to the amount by which the gain or loss on the designated derivative instrument exactly offsets the change in the hedged item attributable to the hedged risk. If it is determined that a derivative is not expected to be or has ceased to be highly effective at hedging the designated exposure, hedge accounting is discontinued.
Cash Flow Hedges—The Company uses interest rate caps and swaps to hedge its exposure to interest rate fluctuations in forecasted interest payments on floating rate debt. The effective portion of the change in fair value of the derivative is recorded in accumulated other comprehensive income, while hedge ineffectiveness is recorded in earnings. If the derivative in a cash flow hedge is terminated or the hedge designation is removed, related amounts in accumulated other comprehensive income (loss) are reclassified into earnings.
Net Investment Hedges—The Company uses foreign currency hedges to protect the value of its net investments in foreign subsidiaries or equity method investees whose functional currencies are not U.S. dollars. Changes in the fair value of derivatives used as hedges of net investment in foreign operations, to the extent effective, are recorded in the cumulative translation adjustment account within accumulated other comprehensive income (loss).
At the end of each quarter, the Company reassesses the effectiveness of its net investment hedges and as appropriate, dedesignates the portion of the derivative notional amount that is in excess of the beginning balance of its net investments as undesignated hedges.
Release of accumulated other comprehensive income related to net investment hedges occurs upon losing a controlling financial interest in an investment or obtaining control over an equity method investment. Upon sale, complete or substantially complete liquidation of an investment in a foreign subsidiary, or partial sale of an equity method investment, the gain or loss on the related net investment hedge is reclassified from accumulated other comprehensive income to earnings. Refer to Note 14, “Derivatives” for further discussion on the Company’s derivative and hedging activity.
Financing Costs
Financing costs primarily include debt discounts and premiums as well as deferred financing costs. Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining financing. Costs related to revolving credit facilities are recorded in other assets and are amortized to interest expense using the straight-line basis over the term of the facility. Costs related to other borrowings are recorded net against the carrying value of such borrowings and are amortized to interest expense using the effective interest method. Unamortized deferred financing costs are expensed to realized gain (loss) when the associated facility is repaid before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is determined that the financing will not occur.
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Revenue Recognition
Property Operating Income
Property operating income includes the following:
Rental Income—Rental income is recognized on a straight-line basis over the non-cancellable term of the related lease which includes the effects of minimum rent increases and rent abatements under the lease. Rents received in advance are deferred.
When it is determined that the Company is the owner of tenant improvements, the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants, is capitalized. For tenant improvements owned by the Company, the amount funded by or reimbursed by the tenants are recorded as deferred revenue, which is amortized on a straight-line basis as additional rental income over the term of the related lease. Rental income recognition commences when the leased space is substantially ready for its intended use and the tenant takes possession of the leased space.
When it is determined that the tenant is the owner of tenant improvements, the Company’s contribution towards those improvements is recorded as a lease incentive, included in deferred leasing costs and intangible assets on the balance sheet, and amortized as a reduction to rental income on a straight-line basis over the term of the lease. Rental income recognition commences when the tenant takes possession of the lease space.
Tenant Reimbursements—In net lease arrangements, the tenant is generally responsible for operating expenses related to the property, including real estate taxes, property insurance, maintenance, repairs and improvements. Costs reimbursable from tenants and other recoverable costs are recognized as revenue in the period the recoverable costs are incurred. When the Company is the primary obligor with respect to purchasing goods and services for property operations and has discretion in selecting the supplier and retains credit risk, tenant reimbursement revenue and property operating expenses are presented on a gross basis in the statements of operations. For certain triple net leases where the lessee self-manages the property, hires its own service providers and retains credit risk for routine maintenance contracts, no reimbursement revenue and expense are recognized.
Hotel Operating Income—Hotel operating income includes room revenue, food and beverage sales and other ancillary services. Revenue is recognized upon occupancy of rooms, consummation of sales and provision of services.
Real Estate Securities
Interest income is recognized using the effective interest method with any premium or discount amortized or accreted through earnings based on expected cash flow through the expected maturity date of the security. On a quarterly basis, the Company reviews, and if appropriate, adjusts its cash flow projections based on inputs and analyses received from external sources, internal models, and the Company’s judgment about prepayment rates, the timing and amount of credit losses and other factors. Changes in the amount or timing of cash flows from those originally projected, or from those estimated at the last evaluation date, are considered to be either favorable changes or adverse changes.
Adverse changes in the timing or amount of cash flows on CRE securities could result in the Company recording an increase in the allowance for credit losses. The allowance for credit losses is calculated using a discounted cash flow approach and is measured as the difference between the amortized cost of a CRE security and estimate of cash flows expected to be collected discounted at the effective interest rate used to accrete the CRE security. The allowance for credit losses is recorded as a contra-asset and a reduction in earnings. The allowance for credit losses will be limited to the amount of the unrealized losses on the CRE securities. Any allowance for credit losses in excess of the unrealized losses on the CRE securities are accounted for as a prospective reduction of the effective interest rate. No allowance is recorded for CRE securities in an unrealized gain position. Favorable changes in the discounted cash flow will result in a reduction in the allowance for credit losses, if any. Any reduction in allowance for credit losses is recorded in earnings. If the allowance for credit losses has been reduced to zero, the remaining favorable changes are reflected as a prospective increase to the effective interest rate.
Foreign Currency
Assets and liabilities denominated in a foreign currency for which the functional currency is a foreign currency are translated using the exchange rate in effect at the balance sheet date and the corresponding results of operations for such entities are translated using the average exchange rate in effect during the period. The resulting foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income or loss in stockholders’ equity. Upon sale, complete or substantially complete liquidation of a foreign subsidiary, or upon partial sale of a foreign equity method investment, the
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(Unaudited)
translation adjustment associated with the investment, or a proportionate share related to the portion of equity method investment sold, is reclassified from accumulated other comprehensive income or loss into earnings.
Assets and liabilities denominated in a foreign currency for which the functional currency is the U.S. dollar are remeasured using the exchange rate in effect at the balance sheet date and the corresponding results of operations for such entities are remeasured using the average exchange rate in effect during the period. The resulting foreign currency remeasurement adjustments are recorded in other gain, net on the consolidated statements of operations.
Disclosures of non-U.S. dollar amounts to be recorded in the future are translated using exchange rates in effect at the date of the most recent balance sheet presented.
Equity-Based Compensation
Equity-classified stock awards granted to executive officers and both independent and non-independent directors are based on the closing price of the Class A common stock on the grant date and recognized on a straight-line basis over the requisite service period of the awards for restricted stock awards. For performance stock units (“PSUs”) the fair value is based on a Monte Carlo simulation as of the grant date and expense is recognized on a straight-line basis over the measurement period. See Note 10, “Equity-Based Compensation” for further discussion.
The compensation expense is adjusted for actual forfeitures upon occurrence. Equity-based compensation is classified within compensation and benefits in the consolidated statement of operations.
Earnings Per Share
The Company presents both basic and diluted earnings per share (“EPS”) using the two-class method. Basic EPS is calculated by dividing earnings allocated to common shareholders, as adjusted for unallocated earnings attributable to certain participating securities, if any, by the weighted-average number of common shares outstanding during the period. Diluted EPS is based on the weighted-average number of common shares and the effect of potentially dilutive common share equivalents outstanding during the period. The two-class method is an allocation formula that determines earnings per share for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends. The Company has certain share-based payment awards that contain nonforfeitable rights to dividends, which are considered participating securities for the purposes of computing EPS pursuant to the two-class method.
Income Taxes
For U.S. federal income tax purposes, the Company elected to be taxed as a REIT beginning with its taxable year ended December 31, 2018. To qualify as a REIT, the Company must continually satisfy tests concerning, among other things, the real estate qualification of sources of its income, the real estate composition and values of its assets, the amounts it distributes to stockholders and the diversity of ownership of its stock.
To the extent that the Company qualifies as a REIT, it generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders. The Company believes that all of the criteria to maintain the Company’s REIT qualification have been met for the applicable periods, but there can be no assurance that these criteria will continue to be met in subsequent periods. If the Company were to fail to meet these requirements, it would be subject to U.S. federal income tax and potential interest and penalties, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders. The Company’s accounting policy with respect to interest and penalties is to classify these amounts as a component of income tax expense, where applicable.
The Company may also be subject to certain state, local and franchise taxes. Under certain circumstances, U.S. federal income and excise taxes may be due on its undistributed taxable income. The Company also holds an investment in Europe which is subject to tax in each local jurisdiction.
The Company made joint elections to treat certain subsidiaries as taxable REIT subsidiaries (“TRSs”) which may be subject to taxation by U.S. federal, state and local authorities. In general, a TRS of the Company may perform non-customary services for tenants, hold assets that the Company cannot hold directly and engage in most real estate or non-real estate-related business.
Certain subsidiaries of the Company are subject to taxation by U.S. federal, state and local authorities for the periods presented. Income taxes are accounted for by the asset/liability approach in accordance with U.S. GAAP. Deferred taxes, if any, represent the expected future tax consequences when the reported amounts of assets and liabilities are recovered or paid. Such amounts arise from differences between the financial reporting and tax bases of assets and liabilities and are adjusted for changes in tax
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laws and tax rates in the period during which such changes are enacted. A provision for income tax represents the total of income taxes paid or payable for the current period, plus the change in deferred taxes. Current and deferred taxes are recorded on the portion of earnings (losses) recognized by the Company with respect to its interest in TRSs. Deferred income tax assets and liabilities are calculated based on temporary differences between the Company’s U.S. GAAP consolidated financial statements and the U.S. federal, state and local tax basis of assets and liabilities as of the consolidated balance sheet date. The Company evaluates the realizability of its deferred tax assets (e.g., net operating loss and capital loss carryforwards) and recognizes a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available and the general and industry-specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. Changes in estimate of deferred tax asset realizability, if any, are included in income tax benefit (expense) in the consolidated statements of operations.
For the three months ended June 30, 2022 and 2021, the Company recorded income tax expense of $0.5 million and an income tax benefit of $0.1 million, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded income tax expense of $0.5 million and income tax benefit of $1.9 million, respectively.
Current Expected Credit Losses (“CECL”) reserve
The CECL reserve for the Company’s financial instruments carried at amortized cost and off-balance sheet credit exposures, such as loans, loan commitments and trade receivables represents a lifetime estimate of expected credit losses. Factors considered by the Company when determining the CECL reserve include loan-specific characteristics such as loan-to-value (“LTV”) ratio, vintage year, loan term, property type, occupancy and geographic location, financial performance of the borrower, expected payments of principal and interest, as well as internal or external information relating to past events, current conditions and reasonable and supportable forecasts.
The CECL reserve is measured on a collective (pool) basis when similar risk characteristics exist for multiple financial instruments. If similar risk characteristics do not exist, the Company measures the CECL reserve on an individual instrument basis. The determination of whether a particular financial instrument should be included in a pool can change over time. If a financial asset’s risk characteristics change, the Company evaluates whether it is appropriate to continue to keep the financial instrument in its existing pool or evaluate it individually.
In measuring the CECL reserve for financial instruments that share similar risk characteristics, the Company primarily applies a probability of default (“PD”)/loss given default (“LGD”) model for instruments that are collectively assessed, whereby the CECL reserve is calculated as the product of PD, LGD and exposure at default (“EAD”). The Company’s model principally utilizes historical loss rates derived from a commercial mortgage backed securities database with historical losses from 1998 through March 2022 provided by a third party, Trepp LLC, forecasting the loss parameters using a scenario-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by a straight-line reversion period of twelve-months back to average historical losses.
For financial instruments assessed outside of the PD/LGD model on an individual basis, including when it is probable that the Company will be unable to collect the full payment of principal and interest on the instrument, the Company applies a discounted cash flow (“DCF”) methodology. For financial instruments where the borrower is experiencing financial difficulty based on the Company’s assessment at the reporting date and the repayment is expected to be provided substantially through the operation or sale of the collateral, the Company may elect to use as a practical expedient to determine the fair value of the collateral at the reporting date when determining the CECL reserve.
In developing the CECL reserve for its loans held for investment, the Company considers the risk ranking of each loan and preferred equity as a key credit quality indicator. The risk rankings are based on a variety of factors, including, without limitation, underlying real estate performance and asset value, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include loan-to-value ratios, debt service coverage ratios, loan structure, real estate and credit market dynamics, and risk of default or principal loss. Based on a five-point scale, the Company’s loans held for investment are rated “1” through “5,” from less risk to greater risk, and the ratings are updated quarterly. At the time of origination or purchase, loans held for investment are ranked as a “3” and will move accordingly going forward based on the ratings which are defined as follows:
1.Very Low Risk-The loan is performing as agreed. The underlying property performance has exceeded underwritten expectations with very strong net operating income (“NOI”), debt service coverage ratio, debt yield and
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occupancy metrics. Sponsor is investment grade, very well capitalized, and employs very experienced management team.
2.Low Risk-The loan is performing as agreed. The underlying property performance has met or exceeds underwritten expectations with high occupancy at market rents, resulting in consistent cash flow to service the debt. Strong sponsor that is well capitalized with experienced management team.
3.Average Risk-The loan is performing as agreed. The underlying property performance is consistent with underwriting expectations. The property generates adequate cash flow to service the debt, and/or there is enough reserve or loan structure to provide time for sponsor to execute the business plan. Sponsor has routinely met its obligations and has experience owning/operating similar real estate.
4.High Risk/Delinquent/Potential for Loss-The loan is in excess of 30 days delinquent and/or has a risk of a principal loss. The underlying property performance is behind underwritten expectations. Loan covenants may require occasional waivers/modifications. Sponsor has been unable to execute its business plan and local market fundamentals have deteriorated. Operating cash flow is not sufficient to service the debt and debt service payments may be coming from sponsor equity/loan reserves.
5.Impaired/Defaulted/Loss Likely-The loan is in default or a default is imminent, and has a high risk of a principal loss, or has incurred a principal loss. The underlying property performance is significantly worse than underwritten expectation and sponsor has failed to execute its business plan. The property has significant vacancy and current cash flow does not support debt service. Local market fundamentals have significantly deteriorated resulting in depressed comparable property valuations versus underwriting.
The Company also considers qualitative and environmental factors, including, but not limited to, economic and business conditions, nature and volume of the loan portfolio, lending terms, volume and severity of past due loans, concentration of credit and changes in the level of such concentrations in its determination of the CECL reserve.
The Company has elected to not measure a CECL reserve for accrued interest receivable as it is reversed against interest income when a loan or preferred equity investment is placed on nonaccrual status. Loans and preferred equity investments are charged off when all or a portion of the principal amount is determined to be uncollectible.
Changes in the CECL reserve for the Company’s financial instruments are recorded in increase/decrease in current expected credit loss reserve on the consolidated statement of operations with a corresponding offset to the loans held for investment or as a component of other liabilities for future loan fundings recorded on the Company’s consolidated balance sheets. See Note 3, “Loans Held for Investment, net” for further detail.
Accounting Standards Adopted in 2021
Income Tax Accounting—In December 2019, the FASB issued ASU No. 2019-12, Simplifying Accounting for Income Taxes. The ASU simplifies accounting for income taxes by eliminating certain exceptions to the general approach in ASC 740, Income Taxes, and clarifies certain aspects of the guidance for more consistent application. The simplifications relate to intraperiod tax allocations when there is a loss in continuing operations and a gain outside of continuing operations, accounting for tax law or tax rate changes and year-to-date losses in interim periods, recognition of deferred tax liability for outside basis difference when investment ownership changes, and accounting for franchise taxes that are partially based on income. The ASU also provides new guidance that clarifies the accounting for transactions resulting in a step-up in tax basis of goodwill, among other changes. Transition is generally prospective, other than the provision related to outside basis difference which is on a modified retrospective basis with the cumulative effect adjusted to retained earnings at the beginning of the period adopted, and franchise tax provision which is on either full or modified retrospective. ASU No. 2019-12 is effective January 1, 2021, with early adoption permitted in an interim period, to be applied to all provisions. The Company adopted this on January 1, 2021, and the impact was not material.
Accounting for Certain Equity Investments—In January 2020, the FASB issued ASU No. 2020-01, Clarifying the Interactions between Topic 321 Investments-Equity Securities, Topic 323-Investments Equity Method and Joint Ventures, and Topic 815-Derivatives and Hedging. The ASU clarifies, that if as a result of an observable transaction, an equity investment under the measurement alternative is transitioned into equity method or an equity method investment is transitioned into measurement alternative, then the investment is to be remeasured immediately before and after the transaction, respectively. The ASU also clarifies that certain forward contracts or purchased options to acquire equity securities that are not deemed to be derivatives or in-substance common stock will generally be measured using the fair value principles of ASC 321 before settlement or exercise, and that an entity should not be considering how it will account for the resulting investments upon eventual settlement
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or exercise. ASU No. 2020-01 is to be applied prospectively, effective January 1, 2021, with early adoption permitted in an interim period. The Company adopted this on January 1, 2021, and the impact was not material.
Accounting Standards to be adopted
Credit Losses—In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the Troubled Debt Restructuring (“TDR”) model for creditors that have adopted Topic 326, CECL. The general loan modification guidance in Subtopic 310-20 will apply to all loan modifications, including modifications for borrowers experiencing financial difficulty. ASU 2022-02 also requires entities within the scope of ASC 326 to provide vintage disclosures which show the gross writeoffs recorded in the current period by origination year. ASU No. 2022-02 is effective in reporting periods beginning after December 15, 2022. The Company is currently evaluating the new vintage disclosures which will be added to the financial statements as a part of the adoption of the new guidance.
3. Loans Held for Investment, net
The following table provides a summary of the Company’s loans held for investment, net (dollars in thousands):
June 30, 2022December 31, 2021
Unpaid Principal Balance
Carrying
Value
Weighted Average Coupon(1)
Weighted Average Maturity in YearsUnpaid Principal Balance
Carrying
Value
Weighted Average Coupon(1)
Weighted Average Maturity in Years
Variable rate
Senior loans$2,092,924 $2,080,438 5.5 %3.9$1,576,439 $1,564,940 4.6 %3.7
Securitized loans(2)
1,653,076 1,649,077 5.2 %3.11,806,583 1,803,042 4.2 %3.5
Mezzanine loans12,000 12,120 12.8 %0.012,000 12,120 11.5 %0.7
3,758,000 3,741,635 3,395,022 3,380,102 
Fixed rate
Mezzanine loans92,052 91,888 12.2 %3.0105,636 105,505 12.4 %3.0
92,052 91,888 105,636 105,505 
Loans held for investment3,850,052 3,833,523 3,500,658 3,485,607 
CECL reserveNA(44,378)NA(36,598)
Loans held for investment, net$3,850,052 $3,789,145 $3,500,658 $3,449,009 
_________________________________________
(1)Calculated based on contractual interest rate.
(2)Represents loans transferred into securitization trusts that are consolidated by the Company.
The weighted average maturity, including extensions, of loans was 3.4 years at June 30, 2022. At December 31, 2021, the weighted average maturity, including extensions, of loans was 3.6 years.
The Company had $12.1 million and $9.5 million of interest receivable related to its loans held for investment, net as of June 30, 2022 and December 31, 2021, respectively. This is included in receivables, net on the Company’s consolidated balance sheets.
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Activity relating to the Company’s loans held for investment, net was as follows (dollars in thousands):
Carrying Value
Balance at January 1, 2022$3,449,009 
Acquisitions/originations/additional funding815,466 
Loan maturities/principal repayments(472,470)
Discount accretion/premium amortization6,912 
Capitalized interest(1,992)
(Increase) decrease of CECL reserve(1)
(9,031)
Charge-off1,251 
Balance at June 30, 2022$3,789,145 
_________________________________________
(1)Excludes $0.3 million as of June 30, 2022, determined by the Company’s PD/LGD model for unfunded commitments reported on the consolidated statement of operations, with a corresponding offset to other liabilities recorded on the Company’s consolidated balance sheets.

Nonaccrual and Past Due Loans
Loans that are 90 days or more past due as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status. As of June 30, 2022 and December 31, 2021, the Company did not have any loans on nonaccrual status.
The following table provides an aging summary of loans held for investment at carrying values before CECL reserve (dollars in thousands):
Current or Less Than 30 Days Past Due30-59 Days Past Due 60-89 Days Past Due
90 Days or More Past Due(1)
Total Loans
June 30, 2022$3,821,403 $— $— $12,120 $3,833,523 
December 31, 20213,485,607 — — — 3,485,607 
_________________________________________
(1)Represents the New York, New York Hotel Mezzanine Loan which is in maturity default as of March 2022. However, because the borrower has provided all interest payments through June 30, 2022, the loan has not been placed on nonaccrual status.
28
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Current Expected Credit Loss Reserve
The following tables provide details on the changes in CECL reserves for the three and six months ended June 30, 2022 and 2021 (dollars in thousands):
Total
CECL reserve at December 31, 2021$36,598 
     Increase (decrease) in CECL reserve(1)
(1,343)
     Charge-offs of CECL reserve(2)
(1,251)
CECL reserve at March 31, 2022$34,004 
     Increase (decrease) in CECL reserve(1)
10,374 
CECL reserve at June 30, 2022$44,378 
CECL reserve at December 31, 2020$37,191 
     Increase (decrease) in CECL reserve(1)
3,600 
CECL reserve at March 31, 2021$40,791 
     Increase (decrease) in CECL reserve(1)
1,361 
CECL reserve at June 30, 2021$42,152 
________________________________________
(1)Excludes the increase (decrease) in CECL reserves related to unfunded commitments reported on the consolidated statement of operations for the three months ended: March 31, 2022: $0.5 million, June 30, 2022: $(0.3) million, March 31, 2021: $(0.4) million, June 30, 2021: $(0.2) million.
(2)During the first quarter of 2022, the Company received a $36.5 million repayment on one senior loan collateralized by a student housing property, which was $1.3 million less than the unpaid principal balance. As such, during the fourth quarter of 2021, the Company had recorded a $1.3 million CECL reserve on the loan, as the loss was probable at that point in time, and was subsequently charged off in the first quarter of 2022.

Credit Quality Monitoring
Loans are typically secured by direct senior priority liens on real estate properties or by interests in entities that directly own real estate properties, which serve as the primary source of cash for the payment of principal and interest. The Company evaluates its loans at least quarterly and differentiates the relative credit quality principally based on: (i) whether the borrower is currently paying contractual debt service in accordance with its contractual terms; and (ii) whether the Company believes the borrower will be able to perform under its contractual terms in the future, as well as the Company’s expectations as to the ultimate recovery of principal at maturity.
As of June 30, 2022, all loans were performing in accordance with the contractual terms of their governing documents and were categorized as performing loans, except for the New York, New York Hotel Mezzanine Loan as noted in “Nonaccrual and Past Due Loans” above. There were no loans held for investment with contractual payments past due as of December 31, 2021. For the six months ended June 30, 2022 and June 30, 2021, no debt investment contributed more than 10.0% of interest income.
The following tables provide a summary by carrying values before any CECL reserves of the Company’s loans held for investment by year of origination and credit quality risk ranking (dollars in thousands) as of June 30, 2022 and December 31, 2021, respectively. Refer to Note 2, “Summary of Significant Accounting Policies” for loans risk rating definitions.
29
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
June 30, 2022
20222021202020192018 and EarlierTotal
Senior loans
  Risk Rankings:
2$— $200,113 $58,880 $25,855 $— $284,848 
3762,666 1,388,246 53,289 283,483 300,244 2,787,928 
4— — — 352,049 304,690 656,739 
Total Senior loans762,666 1,588,359 112,169 661,387 604,934 3,729,515 
Mezzanine loans
Risk Rankings:
317,165 — — 41,459 4,474 63,098 
4— — — 28,790 — 28,790 
5— — — — 12,120 12,120 
Total Mezzanine loans17,165 — — 70,249 16,594 104,008 
Total Loans held for investment$779,831 $1,588,359 $112,169 $731,636 $621,528 $3,833,523 
As of June 30, 2022, the average risk rating for loans held for investment was 3.1.
December 31, 2021
20212020201920182017Total
Senior loans
  Risk Rankings:
2$242,850 $109,103 $70,811 $— $— $422,764 
31,393,307 72,359 443,162 262,147 34,036 2,205,011 
4— — 396,395 304,477 — 700,872 
5— — 39,335 — — 39,335 
Total Senior loans1,636,157 181,462 949,703 566,624 34,036 3,367,982 
Mezzanine loans
Risk Rankings:
3— — 38,796 4,489 — 43,285 
4— — 62,220 — 12,120 74,340 
Total Mezzanine loans— — 101,016 4,489 12,120 117,625 
Total Loans held for investment$1,636,157 $181,462 $1,050,719 $571,113 $46,156 $3,485,607 
As of December 31, 2021, the average risk rating for loans held for investment was 3.1.
Lending Commitments
The Company has lending commitments to borrowers pursuant to certain loan agreements in which the borrower may submit a request for funding contingent on achieving certain criteria, which must be approved by the Company as lender, such as leasing, performance of capital expenditures and construction in progress with an approved budget. At June 30, 2022, assuming the terms to qualify for future advances, if any, had been met, total gross unfunded lending commitments were $312.9 million. Refer to Note 15, “Commitments and Contingencies” for further details. At June 30, 2022, the Company recorded a $0.7 million allowance for lending commitments in accrued and other liabilities on its consolidated balance sheets in accordance with the credit losses accounting standard No. 2016-13. At December 31, 2021, assuming the terms to qualify for future advances, if any, had been met, total gross unfunded lending commitments were $264.9 million. At December 31, 2021, the Company recorded a $0.4 million allowance for lending commitments in accrued and other liabilities on its consolidated balance sheets in accordance with the credit losses accounting standard No. 2016-13. See Note 2, “Summary of Significant Accounting Policies” for further details.
30
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
4. Real Estate Securities
Investments in Investing VIEs
The Company is the directing certificate holder of one securitization trust and has the ability to appoint and replace the special servicer on all mortgage loans. As such, GAAP requires the Company to consolidate the assets, liabilities, income and expenses of the securitization trust as Investing VIEs. Refer to Note 2, “Summary of Significant Accounting Policies” for further discussion on Investing VIEs.
Other than the securities represented by the Company’s subordinate tranches of the securitization trust, the Company does not have any claim to the assets or exposure to the liabilities of the securitization trust. The original issuers, who are unrelated third parties, guarantee the interest and principal payments related to the investment grade securitization bonds in the securitization trust, therefore these obligations do not have any recourse to the general credit of the Company as the consolidator of the securitization trust. The Company’s maximum exposure to loss would not exceed the carrying value of its retained investments in the securitization trust, or the subordinate tranches of the securitization trust.
As of June 30, 2022, the mortgage loans and the related mortgage obligations held in the securitization trust had an unpaid principal balance of $767.8 million and $665.2 million, respectively. As of December 31, 2021, the mortgage loans and the related mortgage obligations held in the securitization trusts had an unpaid principal balance of $783.8 million and $681.2 million, respectively. As of June 30, 2022, the underlying collateral of the securitization trust consisted of 61 underlying commercial mortgage loans, with a weighted average coupon of 4.9% and a weighted average loan-to-value ratio of 60.2%.
The following table presents the assets and liabilities recorded on the consolidated balance sheets attributable to the securitization trust as of June 30, 2022 and December 31, 2021 (dollars in thousands):
June 30, 2022December 31, 2021
Assets
Mortgage loans held in a securitization trust, at fair value$718,335 $813,310 
Receivables, net3,214 3,325 
Total assets$721,549 $816,635 
Liabilities
Mortgage obligations issued by a securitization trust, at fair value$682,181 $777,156 
Accrued and other liabilities2,930 3,032 
Total liabilities$685,111 $780,188 
The Company elected the fair value option to measure the assets and liabilities of the securitization trusts, which requires that changes in valuations of the securitization trusts be reflected in the Company’s consolidated statements of operations.
The difference between the carrying values of the mortgage loans held in securitization trusts and the carrying value of the mortgage obligations issued by securitization trusts was $36.2 million as of June 30, 2022 and December 31, 2021, respectively, and approximates the fair value of the Company’s retained investments in the subordinate tranches of the securitization trusts, which are eliminated in consolidation. Refer to Note 13, “Fair Value” for a description of the valuation techniques used to measure fair value of assets and liabilities of the Investing VIEs.
31
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The below table presents net income attributable to the Company’s common stockholders for the three and six months ended June 30, 2022 and 2021 generated from the Company’s investments in the subordinate tranches of the securitization trusts (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Statement of Operations
Interest income on mortgage loans held in securitization trusts$9,721 $11,390 $19,095 $31,079 
Interest expense on mortgage obligations issued by securitization trusts(8,586)(10,111)(17,074)(27,447)
Net interest income1,135 1,279 2,021 3,632 
Operating expense(245)(161)(342)(927)
Unrealized gain on mortgage loans and obligations held in securitization trusts, net— 19,516 — 28,154 
Realized loss on mortgage loans and obligations held in securitization trusts, net— (19,516)— (19,516)
Net income attributable to BrightSpire Capital, Inc. common stockholders$890 $1,118 $1,679 $11,343 

5. Real Estate, net and Real Estate Held for Sale
The following table presents the Company’s net lease portfolio, net, as of June 30, 2022, and December 31, 2021 (dollars in thousands):
June 30, 2022December 31, 2021
Land and improvements$128,426 $134,453 
Buildings, building leaseholds, and improvements504,504 530,815 
Tenant improvements17,168 17,944 
Construction-in-progress660 660 
Subtotal$650,758 $683,872 
Less: Accumulated depreciation(77,467)(70,861)
Net lease portfolio, net$573,291 $613,011 
The following table presents the Company’s portfolio of other real estate as of June 30, 2022 and December 31, 2021 (dollars in thousands):
June 30, 2022December 31, 2021
Land and improvements$29,583 $29,582 
Buildings, building leaseholds, and improvements152,186 152,180 
Tenant improvements17,731 17,303 
Furniture, fixtures and equipment135 135 
Construction-in-progress1,651 460 
Subtotal$201,286 $199,660 
Less: Accumulated depreciation(32,498)(29,460)
Other portfolio, net$168,788 $170,200 
For the six months ended June 30, 2022 and 2021, the Company had no single property with rental and other income equal to or greater than 10.0% of total revenue of the Company.
At December 31, 2021, the Company held one foreclosed property which was included in assets held for sale with a carrying value of $33.5 million.
32
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Depreciation Expense
Depreciation expense on real estate was $6.4 million and $7.0 million for the three months ended June 30, 2022 and 2021, respectively. Depreciation expense on real estate was $12.5 million and $13.9 million for the six months ended June 30, 2022, and 2021, respectively.
Property Operating Income
For the three and six months ended June 30, 2022 and 2021, the components of property operating income were as follows (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Lease revenues(1)
Minimum lease revenue$19,334 $20,240 $39,068 $42,649 
Variable lease revenue2,388 2,449 5,214 5,229 
$21,722 $22,689 $44,282 $47,878 
Hotel operating income— 1,902 1,566 2,603 
$21,722 $24,591 $45,848 $50,481 
_________________________________________
(1)Excludes net amortization income related to above and below-market leases of $0.1 million and de minimis income for the three and six months ended June 30, 2022, respectively. Excludes net amortization income related to above and below-market leases of $0.2 million and de minimis income for the three and six months ended June 30, 2021, respectively.
Minimum Future Rents
Minimum rental amounts due under leases are generally either subject to scheduled fixed increases or adjustments. The following table presents approximate future minimum rental income under noncancellable operating leases, excluding variable lease revenue of tenant reimbursements, to be received over the next five years and thereafter as of June 30, 2022 (dollars in thousands):
Remainder of 2022$37,034 
202370,197 
202465,515 
202558,966 
202652,100 
2027 and thereafter361,832 
Total$645,644 
The rental properties owned at June 30, 2022 are leased under noncancellable operating leases with current expirations ranging from 2022 to 2038, with certain tenant renewal rights. For certain properties, the tenants pay the Company, in addition to the contractual base rent, their pro rata share of real estate taxes and operating expenses. Certain lease agreements provide for periodic rental increases and others provide for increases based on the consumer price index.
Commitments and Contractual Obligations
Ground Lease Obligation
In connection with real estate acquisitions, the Company assumed certain noncancellable operating ground leases as lessee or sublessee with expiration dates through 2050. Rents on certain ground leases are paid directly by the tenants. Ground rent expense for the three and six months ended June 30, 2022 was $0.8 million and $1.5 million, respectively. Ground rent expense for the three and six months ended June 30, 2021 was $0.8 million and $1.5 million, respectively.
Refer to Note 15, “Commitments and Contingencies” for the details of future minimum rental payments on noncancellable ground lease on real estate as of June 30, 2022.
33
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Real Estate Held for Sale
As of June 30, 2022, the Company did not have any properties held for sale. As of December 31, 2021, the Company held one net lease property and one hotel as held for sale. These properties consisted of $44.2 million of real estate, net and $0.1 million of deferred leasing costs and intangible assets which were included in assets held for sale on the Company’s consolidated balance sheet.
Real Estate Sales
During the six months ended June 30, 2022, the Company completed the sale of one net lease property for a gross sales price of $19.6 million which resulted in a $7.6 million gain on sale and is included in other gain, net on the consolidated statement of operations. The Company also sold one hotel property for a gross sales price of $36.0 million which resulted in a $2.9 million gain on sale and is included in other gain, net on the consolidated statement of operations.
During the six months ended June 30, 2021, the Company completed the sale of an industrial portfolio for a total gross sales price of $335.0 million and a total net gain of $11.8 million.
6. Deferred Leasing Costs and Other Intangibles
The Company’s deferred leasing costs, other intangible assets and intangible liabilities, excluding those related to assets held for sale, at June 30, 2022 and December 31, 2021 are as follows (dollars in thousands):
June 30, 2022
Carrying AmountAccumulated AmortizationNet Carrying Amount
Deferred Leasing Costs and Intangible Assets
In-place lease values$75,437 $(32,834)$42,603 
Deferred leasing costs28,207 (14,371)13,836 
Above-market lease values8,359 (6,445)1,914 
$112,003 $(53,650)$58,353 
Intangible Liabilities
Below-market lease values$16,074 $(10,542)$5,532 

December 31, 2021
Carrying AmountAccumulated Amortization
Net Carrying Amount(1)
Deferred Leasing Costs and Intangible Assets
In-place lease values$81,869 $(34,555)$47,314 
Deferred leasing costs29,863 (14,701)15,162 
Above-market lease values10,171 (7,666)2,505 
$121,903 $(56,922)$64,981 
Intangible Liabilities
Below-market lease values$16,166 $(9,942)$6,224 
_________________________________________
(1)Excludes deferred leasing costs and intangible assets and intangible liabilities related to assets held for sale at December 31, 2021.

34
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table summarizes the amortization of deferred leasing costs, intangible assets and intangible liabilities for the three and six months ended June 30, 2022 and 2021 (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Above-market lease values$(286)$(262)$(574)$(666)
Below-market lease values346 470 677 692 
Net increase (decrease) to property operating income$60 $208 $103 $26 
In-place lease values$1,537 $1,862 $3,138 $3,627 
Deferred leasing costs748 935 1,554 1,556 
Other intangibles— 129 — 172 
Amortization expense$2,285 $2,926 $4,692 $5,355 

The following table presents the amortization of deferred leasing costs, intangible assets and intangible liabilities, for each of the next five years and thereafter as of June 30, 2022 (dollars in thousands):
202220232024202520262027 and thereafterTotal
Above-market lease values$(521)$(571)$(443)$(265)$(86)$(28)$(1,914)
Below-market lease values692 1,379 1,379 1,378 704 — 5,532 
Net increase (decrease) to property operating income$171 $808 $936 $1,113 $618 $(28)$3,618 
In-place lease values$2,932 $5,054 $4,754 $4,068 $3,235 $22,560 $42,603 
Deferred leasing costs1,485 2,516 2,209 1,804 923 4,899 13,836 
Amortization expense$4,417 $7,570 $6,963 $5,872 $4,158 $27,459 $56,439 
35
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
7. Restricted Cash, Other Assets and Accrued and Other Liabilities
The following table presents a summary of restricted cash as of June 30, 2022 and December 31, 2021 (dollars in thousands):
June 30, 2022December 31, 2021
Restricted cash:
Borrower escrow deposits$75,414 $73,344 
Capital expenditure reserves9,829 8,921 
Real estate escrow reserves 3,628 2,025 
Working capital and other reserves2,003 2,310 
Tenant lockboxes800 241 
Total$91,674 $86,841 
The following table presents a summary of other assets as of June 30, 2022 and December 31, 2021 (dollars in thousands):
June 30, 2022December 31, 2021
Other assets:
Right-of-use lease asset$26,670 $24,970 
Tax receivable and deferred tax assets22,338 26,194 
Deferred financing costs, net - credit facilities7,373 2,113 
Prepaid expenses4,407 5,069 
Investments in unconsolidated ventures ($4,406 and $4,406 at fair value, respectively)
4,406 20,591 
Derivative asset3,202 1,373 
Other1,786 2,141 
Total$70,182 $82,451 
The following table presents a summary of accrued and other liabilities as of June 30, 2022 and December 31, 2021 (dollars in thousands):
June 30, 2022December 31, 2021
Accrued and other liabilities:
Operating lease liability$27,153 $25,205 
Current and deferred tax liability27,080 34,612 
Accounts payable, accrued expenses and other liabilities15,974 20,168 
Interest payable8,531 11,076 
Prepaid rent and unearned revenue6,462 7,669 
Unfunded CECL loan allowance678 432 
Tenant security deposits409 424 
Other206 228 
Total$86,493 $99,814 
Investments under Fair Value Option
Private Funds
The Company elected to account for its limited partnership interests in PE Investments under the fair value option, which interests ranged from 1.0% to 15.6% for the six months ended June 30, 2022. The Company records equity in earnings for these investments based on a change in fair value of its share of projected future cash flows.
36
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Investments in Unconsolidated Ventures
During the three months ended June 30, 2022 the Company sold an equity method investment for a gross sales price of $38.1 million and recognized a realized gain of $21.9 million. The realized gain is included in other gain, net on the Company’s consolidated statements of operations. Following the sale, the Company had no remaining equity method investments.
37
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
8. Debt
The following table presents debt as of June 30, 2022 and December 31, 2021 (dollars in thousands):
June 30, 2022December 31, 2021
Capacity ($)
Recourse vs. Non-Recourse(1)
Final
Maturity		Contractual
Interest Rate
Principal
Amount(2)
Carrying Value(2)
Principal Amount(2)
Carrying Value(2)
Securitization bonds payable, net
CLNC 2019-FL1(3)
Non-recourseAug-35
 SOFR(4) + 1.66%
$702,054 $699,645 $840,423 $836,812 
    BRSP 2021-FL1(3)
      Non-recourseAug-38
  LIBOR + 1.49%
670,000 665,261 670,000 664,087 
Subtotal securitization bonds payable, net1,372,054 1,364,906 1,510,423 1,500,899 
Mortgage and other notes payable, net
Net lease 6Non-recourseOct-274.45%22,840 22,840 23,117 23,117 
Net lease 5Non-recourseNov-264.45%3,247 3,188 3,282 3,216 
Net lease 4Non-recourseNov-264.45%7,005 6,877 7,081 6,939 
Net lease 3(5)
Non-recourseJan-226.00%— — 11,867 11,807 
Net lease 6Non-recourseJul-23
LIBOR + 2.15%
674 661 908 889 
Net lease 5Non-recourseAug-264.08%30,376 30,199 30,639 30,442 
Net lease 1(6)
Non-recourseNov-264.45%17,631 17,309 17,823 17,465 
Net lease 1(7)
Non-recourseMar-284.38%11,648 11,211 11,769 11,332 
Net lease 2(8)
Non-recourseJun-253.91%161,856 164,151 181,504 184,078 
Net lease 3Non-recourseSep-334.77%200,000 198,733 200,000 198,689 
Other real estate 1Non-recourseOct-244.47%104,306 104,589 105,090 105,452 
Other real estate 3Non-recourseJan-254.30%71,618 71,248 72,359 71,922 
Other real estate 6(9)
Non-recourseApr-24
LIBOR + 2.95%
— — 30,000 29,859 
Loan 9(10)
Non-recourseJun-24
LIBOR + 3.00%
27,851 27,851 65,377 65,376 
Subtotal mortgage and other notes payable, net659,052 658,857 760,816 760,583 
Bank credit facility
Bank credit facility$165,000 Recourse
Jan-27 (11)
SOFR + 2.25%
— — — — 
Subtotal bank credit facility— — — — 
Master repurchase facilities
Bank 1 facility 3$400,000 
Limited Recourse(12)
Apr-26(13)
 LIBOR/SOFR + 1.82%
(14)250,162 250,162 109,915 109,915 
Bank 3 facility 3600,000 
Limited Recourse(12)
Apr-23(15)
 LIBOR/SOFR + 1.95%
(14)396,202 396,202 157,409 157,409 
Bank 7 facility 1600,000 
Limited Recourse(12)
Apr-26(16)
 LIBOR/SOFR + 1.79%
(14)415,795 415,795 358,181 358,181 
Bank 8 facility 1250,000 
Limited Recourse(12)
Jun-23(17)
 LIBOR/SOFR + 2.18%
(14)158,504 158,504 177,519 177,519 
Bank 9 facility 1400,000 (18)
June-27(19)
 LIBOR/SOFR + 1.70%
(14)266,904 266,904 102,098 102,098 
Subtotal master repurchase facilities$2,250,000 1,487,567 1,487,567 905,122 905,122 
Subtotal credit facilities1,487,567 1,487,567 905,122 905,122 
Total$3,518,673 $3,511,330 $3,176,361 $3,166,604 
_________________________________________
(1)Subject to customary non-recourse carveouts.
38
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(2)Difference between principal amount and carrying value of securitization bonds payable, net and mortgage and other notes payable, net is attributable to deferred financing costs, net and premium/discount on mortgage notes payable.
(3)The Company, through indirect Cayman subsidiaries, securitized commercial mortgage loans originated by the Company. Senior notes issued by the securitization trusts were generally sold to third parties and subordinated notes retained by the Company. These securitizations are accounted for as secured financing with the underlying mortgage loans pledged as collateral. Principal payments from underlying collateral loans must be applied to repay the notes until fully paid off, irrespective of the contractual maturities on the notes. Underlying collateral loans have initial terms of two to three years.
(4)As of June 17, 2021, the benchmark index interest rate was converted from the one-month London Interbank Offered Rates (“LIBOR”) to Compounded Secured Overnight Financing Rate (“SOFR”), plus a benchmark adjustment of 11.448 basis points. As of February 19, 2022, the benchmark index interest rate was converted from Compounded SOFR to Term SOFR, plus a benchmark adjustment of 11.448 basis points, conforming with the indenture agreement.
(5)During the first quarter of 2022 the property was sold and the mortgage payable was repaid in full.
(6)Payment terms are periodic payment of principal and interest for debt on two properties and periodic payment of interest only with principal at maturity (except for principal repayments to release collateral properties disposed) for debt on one property.
(7)Represents a mortgage note collateralized by three properties.
(8)As of June 30, 2022, the outstanding principal of the mortgage payable was NOK 1.6 billion, which translated to $161.9 million.
(9)During the first quarter of 2022 the property was sold and the mortgage payable was repaid in full.
(10)The current maturity of the note payable is June 2023, with one one-year extension available at the Company’s option, which may be subject to the satisfaction of certain customary conditions set forth in the governing documents.
(11)On January 28, 2022, the Company, through its subsidiaries, including the OP, entered into an Amended and Restated Credit Agreement. Refer to “Bank Credit Facility” within this note for more details.
(12)Recourse solely with respect to 25.0% of the financed amount.
(13)During the second quarter of 2022, the maturity date was April 2023. In July 2022, the maturity date was extended to July 2024, with three one-year extension options, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.
(14)Represents the weighted average spread as of June 30, 2022. The contractual interest rate depends upon asset type and characteristics and ranges from one-month LIBOR or SOFR plus 1.50% to 2.70%.
(15)During the second quarter of 2022, the maturity date was April 2023. In July 2022, the maturity date was extended to April 2025, with two one-year extension options, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.
(16)The current maturity date is April 2025, with a one-year extension available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.
(17)The current maturity date is June 2023, with no extension currently available at the option of the Company.
(18)Recourse is either 25.0% or 50.0% depending on loan metrics.
(19)The current maturity date is June 2025, with two one-year extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.
Future Minimum Principal Payments
The following table summarizes future scheduled minimum principal payments at June 30, 2022 based on initial maturity dates or extended maturity dates to the extent criteria are met and the extension option is at the borrower’s discretion (dollars in thousands):
TotalSecuritization Bonds Payable, NetMortgage Notes Payable, NetCredit Facilities
Remaining 2022$1,311 $— $1,311 $— 
2023557,272 — 2,566 554,706 
2024134,376 — 134,376 — 
2025235,750 — 235,750 — 
2026720,557 — 54,600 665,957 
2027 and thereafter1,869,407 1,372,054 230,449 266,904 
Total$3,518,673 $1,372,054 $659,052 $1,487,567 
Bank Credit Facility
The Company uses bank credit facilities (including term loans and revolving facilities) to finance the business. These financings may be collateralized or non-collateralized and may involve one or more lenders. Credit facilities typically have maturities ranging from two to five years and may accrue interest at either fixed or floating rates.
On January 28, 2022, the OP (together with certain subsidiaries of the OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the several lenders from time to time party thereto (the “Lenders”), pursuant to which the Lenders agreed to provide a revolving credit facility in the aggregate principal amount of up to $165.0 million, of which up to $25.0 million is available as letters of credit. Loans under the Credit Agreement may be advanced in U.S. dollars and certain foreign currencies, including euros, pounds sterling and swiss francs.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Credit Agreement amended and restated the OP’s prior $300.0 million revolving credit facility that would have matured on February 1, 2022.
The Credit Agreement also includes an option for the Borrowers to increase the maximum available principal amount up to $300.0 million, subject to one or more new or existing Lenders agreeing to provide such additional loan commitments and satisfaction of other customary conditions.
Advances under the Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower’s election, either (x) an adjusted SOFR rate plus a margin of 2.25%, or (y) a base rate equal to the highest of (i) the Wall Street Journal’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the adjusted SOFR rate plus 1.00%, plus a margin of 1.25%. An unused commitment fee at a rate of 0.25% or 0.35%, per annum, depending on the amount of facility utilization, applies to un-utilized borrowing capacity under the Credit Agreement. Amounts owed under the Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a SOFR rate election is in effect.
The maximum amount available for borrowing at any time under the Credit Agreement is limited to a borrowing base valuation of certain investment assets, with the valuation of such investment assets generally determined according to a percentage of adjusted net book value. As of June 30, 2022, the borrowing base valuation is sufficient to permit borrowings of up to the entire $165.0 million commitment. If any borrowing is outstanding for more than 180 days after its initial draw, the borrowing base valuation will be reduced by 50% until all outstanding borrowings are repaid in full. The ability to borrow new amounts under the Credit Agreement terminates on January 31, 2026, at which time the OP may, at its election and by written notice to the Administrative Agent, extend the termination date for two additional terms of six months each, subject to the terms and conditions in the Credit Agreement, resulting in a latest termination date of January 31, 2027.
The obligations of the Borrowers under the Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement by substantially all material wholly owned subsidiaries of the OP (the “Guarantors”) in favor of the Administrative Agent (the “Guarantee and Collateral Agreement”) and, subject to certain exceptions, secured by a pledge of substantially all equity interests owned by the Borrowers and the Guarantors, as well as by a security interest in deposit accounts of the Borrowers and the Guarantors in which the proceeds of investment asset distributions are maintained.
The Credit Agreement contains various affirmative and negative covenants, including, among other things, the obligation of the Company to maintain REIT status and be listed on the New York Stock Exchange, and limitations on debt, liens and restricted payments. In addition, the Credit Agreement includes the following financial covenants applicable to the OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of the OP to be greater than or equal to the sum of (i) $1,112,000,000 and (ii) 70% of the net cash proceeds received by the OP from any offering of its common equity after September 30, 2021 and of the net cash proceeds from any offering by the Company of its common equity to the extent such proceeds are contributed to the OP, excluding any such proceeds that are contributed to the OP within ninety (90) days of receipt and applied to acquire capital stock of the OP; (b) the OP’s ratio of EBITDA plus lease expenses to fixed charges for any period of four (4) consecutive fiscal quarters to be not less than 1.50 to 1.00; (c) the OP’s minimum interest coverage ratio to be not less than 3.00 to 1.00; and (d) the OP’s ratio of consolidated total debt to consolidated total assets to be not more than 0.80 to 1.00. The Credit Agreement also includes customary events of default, including, among other things, failure to make payments when due, breach of covenants or representations, cross default to material indebtedness, material judgment defaults, bankruptcy matters involving any Borrower or any Guarantor and certain change of control events. The occurrence of an event of default will limit the ability of the OP and its subsidiaries to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.
As of June 30, 2022, the Company was in compliance with all of its financial covenants under the Credit Agreement.
Securitization Financing Transactions
Securitization bonds payable, net represent debt issued by securitization vehicles consolidated by the Company. Senior notes issued by these securitization trusts were generally sold to third parties and subordinated notes retained by the Company. Payments from underlying collateral loans must be applied to repay the notes until fully paid off, irrespective of the contractual maturities of the loans.
CLNC 2019-FL1
In October 2019, the Company executed a securitization transaction, through wholly-owned subsidiaries, CLNC 2019-FL1, Ltd. and CLNC 2019-FL1, LLC (collectively, “CLNC 2019-FL1”), which resulted in the sale of $840.0 million of investment
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
grade notes. As of June 30, 2022, the securitization reflects an advance rate of 82.8% at a weighted average cost of funds of Adjusted Term SOFR plus 1.66% (before transaction expenses) and is collateralized by a pool of 21 senior loan investments.
On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors relevant to CLNC 2019-FL1 would cease to be published or no longer be representative after June 30, 2023. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. As of June 17, 2021, the benchmark index interest rate was converted from LIBOR to compounded SOFR, plus a benchmark adjustment of 11.448 basis points with a lookback period equal to the number of calendar days in the applicable Interest Accrual Period plus two SOFR business days, conforming with the indenture agreement and recommendations from the ARRC. Compounded SOFR for any interest accrual period shall be the “30-Day Average SOFR” as published by the Federal Reserve Bank of New York on each benchmark determination date.
As of February 19, 2022, the benchmark index interest rate was converted from Compounded SOFR to Term SOFR, plus a benchmark adjustment of 11.448 basis points, conforming with the indenture agreement. Term SOFR for any interest accrual period shall be the one month CME Term SOFR Reference Rate as published by the CME Group Benchmark Administration on each benchmark determination date.
As of June 30, 2022, the CLNC 2019-FL1 mortgage assets are indexed to LIBOR and the borrowings under CLNC 2019-FL1 are indexed to Term SOFR, creating an underlying benchmark index rate basis difference between CLNC 2019-FL1 assets and liabilities, which is meant to be mitigated by the benchmark replacement adjustment described above. The Company has the right to transition the CLNC 2019-FL1 mortgage assets to SOFR, eliminating the basis difference between CLNC 2019-FL1 assets and liabilities, and will make the determination taking into account the loan portfolio as a whole. The transition to SOFR is not expected to have a material impact to CLNC 2019-FL1’s assets and liabilities and related interest expense.
CLNC 2019-FL1 included a two-year reinvestment feature that allowed the Company to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in CLNC 2019-FL1, subject to the satisfaction of certain conditions set forth in the indenture. The reinvestment period for CLNC 2019-FL1 expired on October 19, 2021. During the first quarter of 2022, two loans held in CLNC 2019-FL1 were repaid, totaling $54.4 million. During the second quarter of 2022, three loans held in CLNC 2019-FL1 were repaid, totaling $84.0 million. The proceeds from the five loan payoffs were used to amortize the securitization bonds in accordance with the securitization priority of payments.
Additionally, CLNC 2019-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. While the Company continues to closely monitor all loan investments contributed to CLNC 2019-FL1, a deterioration in the performance of an underlying loan could negatively impact its liquidity position.
BRSP 2021-FL1
In July 2021, the Company executed a securitization transaction through wholly-owned subsidiaries, BRSP 2021-FL1, Ltd. and BRSP 2021-FL1, LLC (collectively, “BRSP 2021-FL1”), which resulted in the sale of $670 million of investment grade notes. The securitization reflects an advance rate of 83.75% at a weighted costs of funds of LIBOR plus 1.49% (before transaction costs), and is collateralized by a pool of 33 senior loan investments.
BRSP 2021-FL1 includes a two-year reinvestment feature that allows the Company to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in BRSP 2021-FL1, subject to the satisfaction of certain conditions set forth in the indenture. In addition to existing eligible loans available for reinvestment, the continued origination of securitization eligible loans is required to ensure that we reinvest the available proceeds within BRSP 2021-FL1. During the first quarter of 2022, one loan held in BRSP 2021-FL1 was fully repaid, totaling $11.7 million. During the second quarter of 2022 three loans held in BRSP 2021-FL1 were fully repaid, totaling $47.9 million. Additionally, subsequent to June 30, 2022 and through August 2, 2022 one loan held in BRSP 2021-FL1, totaling $14.2 million was fully repaid. The Company replaced the repaid loans by contributing existing loan investments of equal value.
Additionally, BRSP 2021-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. We will continue to closely monitor all loan investments contributed to BRSP 2021-FL1, a deterioration in the performance of an underlying loan could negatively impact our liquidity position.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
As of June 30, 2022, the Company had $1.6 billion carrying value of CRE debt investments and other assets financed with $1.4 billion of securitization bonds payable, net. As of December 31, 2021, the Company had $1.8 billion carrying value of CRE debt investments financed with $1.5 billion of securitization bonds payable, net.
Master Repurchase Facilities
As of June 30, 2022, the Company, through subsidiaries, had entered into repurchase agreements with multiple global financial institutions to provide an aggregate principal amount of up to $2.3 billion to finance the origination of first mortgage loans and senior loan participations secured by CRE debt investments (“Master Repurchase Facilities”). The Company agreed to guarantee certain obligations under the Master Repurchase Facilities, which contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of this type. The Master Repurchase Facilities act as revolving loan facilities that can be paid down as assets are repaid or sold and re-drawn upon for new investments. As of June 30, 2022, the Company was in compliance with all of its financial covenants under the Master Repurchase Facilities.
As of June 30, 2022, the Company had $2.0 billion carrying value of CRE debt investments financed with $1.5 billion under the Master Repurchase Facilities. As of December 31, 2021, the Company had $1.2 billion carrying value of CRE debt investments financed with $905.1 million under the master repurchase facilities.
During the three months ended June 30, 2022, the Company entered into amendments under the Master Repurchase Facility with Bank 7 and Bank 9 to increase the facility sizes by $100 million and extend the maturity dates by one year for each facility.
Additionally, subsequent to June 30, 2022, the Company entered into amendments under the Master Repurchase Facility with Bank 1 and Bank 3 to extend the maturity date by one year and four years, respectively.
CMBS Credit Facilities
As of June 30, 2022, the Company had entered into eight master repurchase agreements (collectively the “CMBS Credit Facilities”) to finance CMBS investments. The CMBS Credit Facilities are on a recourse basis and contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of this type. The CMBS Credit Facilities were undrawn as of June 30, 2022 and December 31, 2021.
9. Related Party Arrangements
Internalization
On April 30, 2021, the Company completed the internalization of the Company’s management and operating functions and terminated its relationship with its Manager in accordance with the Termination Agreement (the “Internalization”). The Company paid the Manager a one-time termination fee of $102.3 million and additional closing costs of $0.3 million. The Company will not pay management or incentive fees to the Manager for any post-closing period. Refer to Note 2, “Summary of Significant Accounting Policies,” for further details.
Fees to Manager
Base Management Fee
Following the Internalization on April 30, 2021, the Company no longer pays a base management fee to the Manager.
For the three and six months ended June 30, 2021, the total management fee expense incurred was $2.3 million and $9.6 million, respectively.
Incentive Fee
Following the Internalization on April 30, 2021, the Company no longer pays an incentive fee to the Manager. The Company did not incur any incentive fees during the three and six months ended June 30, 2021.
Reimbursements of Expenses
Following the Internalization on April 30, 2021, the Company no longer reimburses expenses incurred by the Manager.
For the three and six months ended June 30, 2021, the total reimbursements of expenses incurred by the Manager on behalf of the Company and reimbursable in accordance with the Management Agreement was $0.8 million and $2.8 million, respectively,
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
and are included in operating expense on the consolidated statements of operations. As of June 30, 2022 and December 31, 2021, there were no unpaid expenses included in due to related party in the Company’s consolidated balance sheets.
10. Equity-Based Compensation
On January 29, 2018, the Company’s Board of Directors adopted the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan permits the grant of awards with respect to 4.0 million shares of the Class A common stock, subject to adjustment pursuant to the terms of the 2018 Plan. Awards may be granted under the 2018 Plan to (x) the Manager, or any employee, officer, director, consultant or advisor (who is a natural person) providing services to the Company, the Manager or their affiliates and (y) any other individual whose participation in the 2018 Plan is determined to be in the best interests of the Company. The following types of awards may be made under the 2018 Plan, subject to the limitations set forth in the plan: (i) stock options (which may be either incentive stock options or non-qualified stock options); (ii) stock appreciation rights; (iii) restricted stock awards; (iv) stock units; (v) unrestricted stock awards; (vi) dividend equivalent rights; (vii) performance awards; (viii) annual cash incentive awards; (ix) long-term incentive units; and (x) other equity-based awards.
Shares subject to an award granted under the 2018 Plan will be counted against the maximum number of shares of Class A common stock available for issuance thereunder as one share of Class A common stock for every one share of Class A common stock subject to such an award. Shares subject to an award granted under the 2018 Plan will again become available for issuance under the 2018 Plan if the award terminates by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares (except as set forth in the following sentence). The number of shares of Class A common stock available for issuance under the 2018 Plan will not be increased by (i) any shares tendered or withheld in connection with the purchase of shares upon exercise of a stock option, (ii) any shares deducted or delivered in connection with the Company’s tax withholding obligations, or (iii) any shares purchased by the Company with proceeds from stock option exercises. The shares granted in May 2020 to the independent directors of the Company under the 2018 Plan vested in May 2021. The shares granted in June 2021 to the independent directors, as well as in October and December to the two newly appointed independent directors of the Company under the 2018 Plan vested in May 2022. Shares granted to non-independent directors, officers and the Manager under the 2018 Plan vest ratably in three annual installments.
On February 15, 2022, the Company’s Board of Directors adopted, and at the annual meeting of stockholders held on May 5, 2022, the stockholders approved, the 2022 Equity Incentive Plan (the “2022 Plan”), which was effective as of May 5, 2022 and amends and restates the 2018 Plan. Other than increasing the total number of shares of the Class A common stock issuable under the 2018 Plan by 10.0 million shares (subject to adjustment pursuant to the terms of the 2022 Plan) and extending the termination date of the 2018 Plan to May 4, 2032, there were no significant changes from the 2018 Plan.
On May 5, 2022, the Company granted 1,456,366 shares of Class A common stock to certain of its employees. The shares vest in one-third increments on March 15, 2023, March 15, 2024 and March 15, 2025.
On May 6, 2022, the Company granted 62,190 shares of Class A common stock to the independent directors of the Company which vest on May 6, 2023.
Equity-Based Compensation Expense
In connection with the share grants, the Company recognized share-based compensation of $2.3 million and $4.2 million within compensation and benefits in the consolidated statement of operations for the three and six months ended June 30, 2022, respectively. The Company recognized share-based compensation expense of $5.4 million and $9.7 million within compensation and benefits in the consolidated statement of operations for the three and six months ended June 30, 2021, respectively.
Restricted Stock—Restricted stock awards relating to the Company’s Class A common stock are granted to independent directors of the Company and generally vest within one year and restricted stock awards were granted to certain employees of the Manager, with a service condition only and are generally subject to annual time-based vesting in equal tranches over a three-year period. Restricted stock is entitled to dividends declared and paid on the Company’s Class A common stock and such dividends are not forfeitable prior to vesting of the award. Restricted stock awards are valued based on the Company’s Class A common stock price on grant date and equity-based compensation expense is recognized on a straight-line basis over the requisite three-year service period. Some employees of the Manager who were granted restricted stock under the 2018 Plan became employees of the Company following the Internalization on April 30, 2021. The shares held by substantially all remaining employees of the Manager vested following the Internalization.
Performance Stock Units (“PSU”)—PSUs are granted to certain employees of the Company and are subject to both a service condition and a performance condition. Following the end of the measurement period for the PSUs, the recipients of PSUs may
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
be eligible to vest in all or a portion of PSUs granted, and be issued a number of shares of the Company’s Class A common stock, ranging from 0% to 200% of the number of PSUs granted and eligible to vest, to be determined based upon the performance of the Company’s Class A common stock relative to the Company’s GAAP book value at the end of a two-year measurement period. PSUs also contain dividend equivalent rights which entitle the recipients to a payment equal to the amount of dividends that would have been paid on the shares that are ultimately issued at the end of the measurement period.
Fair value of PSUs, including dividend equivalent rights, was determined using a Monte Carlo simulation, with the following assumptions:
2021 Grant
Expected volatility(1)
86.6 %
Risk free rate(2)
0.1 %
Expected dividend yield(3)
— 
_________________________________________
(1)Based upon the Company’s historical stock volatility.
(2)Based upon the continuously compounded zero-coupon U.S. Treasury yield for the term coinciding with the measurement period of the award as of valuation date.
(3)Based upon the dividend yield in place as of the grant date.
Fair value of PSU awards, excluding dividend equivalent rights, is recognized on a straight-line basis over their measurement period as compensation expense, and is subject to reversal if the performance condition is not achieved.
The table below summarizes the Company’s awards granted, forfeited or vested under the 2022 Plan during the six months ended June 30, 2022:
Number of Shares Weighted Average Grant Date Fair Value
Restricted StockPSUsTotalRestricted StockPSUs
Unvested shares at December 31, 20211,482,094 272,000 1,754,094 $12.35 $11.96 
Granted1,524,482 — 1,524,482 8.59 — 
Vested(605,422)— (605,422)9.18 — 
Unvested shares at June 30, 20222,401,154 272,000 2,673,154 10.23 11.96 
Fair value of equity awards that vested during the six months ended June 30, 2022 and June 30, 2021, determined based on their respective fair values at vesting date, was $3.8 million and $3.9 million, respectively. Fair value of granted awards is determined based on the closing price of the Class A common stock on the date of grant of the awards. Equity-based compensation is classified within compensation and benefits in the consolidated statement of operations.
At June 30, 2022, aggregate unrecognized compensation cost for all unvested equity awards was $17.4 million, which is expected to be recognized over a weighted-average period of 2.3 years. At June 30, 2021, aggregate unrecognized compensation cost for all unvested equity awards was $11.0 million, expected to be recognized over a weighted-average period of 2.5 years.
11. Stockholders’ Equity
Authorized Capital
As of June 30, 2022, the Company had the authority to issue up to 1.0 billion shares of stock, at $0.01 par value per share, consisting of 950.0 million shares of Class A common stock and 50.0 million shares of preferred stock.
The Company had no shares of preferred stock issued and outstanding as of June 30, 2022.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Dividends
During the six months ended June 30, 2022, the Company declared the following dividend on its common stock:
Declaration DateRecord DatePayment DatePer Share
March 15, 2022March 31, 2022April 15, 2022$0.19
June 15, 2022June 30, 2022July 15, 2022$0.20
Share Repurchases
In May 2022, the Company’s board of directors authorized a stock repurchase program (“Stock Repurchase Program”) under which the Company may repurchase up to $100.0 million of its outstanding Class A common stock until April 30, 2023. Under the Stock Repurchase Program, the Company may repurchase shares in open market purchases, in privately negotiated transactions or otherwise. The Company has a written trading plan as part of the Share Repurchase Program that provides for share repurchases in open market transactions that is intended to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Stock Repurchase Program will be utilized at management’s discretion and in accordance with the requirements of the Securities and Exchange Commission (“SEC”). The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements and other conditions.
During the three and six months ended June 30, 2022, the Company repurchased 2.2 million shares of Class A common stock at a weighted average price of $8.40 per share for an aggregate cost of $18.3 million. Additionally, and separate from the Stock Repurchase Program, the Company redeemed the 3.1 million total outstanding membership units in the OP held by a third-party representing noncontrolling interests at a price of $8.25 per unit for a total cost of $25.4 million.
As of June 30, 2022, there was $81.7 million remaining available to make repurchases under the Stock Repurchase Plan.
Accumulated Other Comprehensive Income (Loss)
The following tables present the changes in each component of Accumulated Other Comprehensive Income (Loss) (“AOCI”) attributable to stockholders and noncontrolling interests in the OP, net of immaterial tax effect.
Changes in Components of AOCI - Stockholders
(in thousands)Unrealized gain on net investment hedgesForeign currency translation gain (loss)Total
AOCI at December 31, 2021$17,893 $(9,107)$8,786 
Other comprehensive income— 660 660 
AOCI at March 31, 2022$17,893 $(8,447)$9,446 
Other comprehensive income (loss) before OP reclassification— (9,810)(9,810)
Amounts reclassified from OP710 (856)(146)
Net current period OCI710 (10,666)(9,956)
AOCI at June 30, 2022$18,603 $(19,113)$(510)

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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(in thousands)Unrealized gain (loss) on real estate securities, available for saleUnrealized gain on net investment hedgesForeign currency translation gain (loss)Total
AOCI at December 31, 2020$275 $47,127 $7,186 $54,588 
Other comprehensive income (loss) before reclassification(1,035)— (7,467)(8,502)
Amounts reclassified from AOCI760 — — 760 
Net current period OCI(275)— (7,467)(7,742)
AOCI at March 31, 2021$— $47,127 $(281)$46,846 
Other comprehensive income — — 1,966 1,966 
AOCI at June 30, 2021$— $47,127 $1,685 $48,812 

Changes in Components of AOCI - Noncontrolling Interests in the OP
(in thousands)Unrealized gain on net investment hedgesForeign currency translation gain (loss)Total
AOCI at December 31, 2021$710 $(872)$(162)
Other comprehensive income— 16 16 
AOCI at March 31, 2022$710 $(856)$(146)
Other comprehensive income (loss) before Stockholders reclassification— — — 
Amounts reclassified to Stockholders(710)856 146 
Net current period OCI(710)856 146 
AOCI at June 30, 2022$— $— $— 
(in thousands)Unrealized gain (loss) on real estate securities, available for saleUnrealized gain (loss) on net investment hedgesForeign currency translation lossTotal
AOCI at December 31, 2020$(73)$1,403 $(272)$1,058 
Other comprehensive income (loss) 98 — (288)(190)
Amounts reclassified from AOCI(25)— — (25)
Net current period OCI73 — (288)(215)
AOCI at March 31, 2021$— $1,403 $(560)$843 
Other comprehensive income (loss) — — (89)(89)
AOCI at June 30, 2021$— $1,403 $(649)$754 

Changes in Components of AOCI - Noncontrolling Interests in investment entities
(in thousands)Foreign currency translation gain (loss)Total
AOCI at December 31, 2021$1,872 $1,872 
Other comprehensive income before reclassification— — 
Amounts reclassified from AOCI(1,872)(1,872)
Net current period OCI(1,872)(1,872)
AOCI at March 31, 2022$— $— 
Other comprehensive income — — 
AOCI at June 30, 2022$— $— 
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

(in thousands)Foreign currency translation gain (loss)Total
AOCI at December 31, 2020$2,193 $2,193 
Other comprehensive income (loss)(776)(776)
AOCI at March 31, 2021$1,417 $1,417 
Other comprehensive income 336 336 
AOCI at June 30, 2021$1,753 $1,753 
The following table presents the details of the reclassifications from AOCI for the six months ended June 30, 2021:
(in thousands)
Component of AOCI reclassified into earningsSix Months Ended 
 June 30, 2021		Affected Line Item in the Consolidated Statements of Operations
Realized gain on sale of real estate securities$104 Other gain, net
Impairment of real estate securities$(967)Other gain, net
12. Noncontrolling Interests
Operating Partnership
Noncontrolling interests included the aggregate limited liability interests in the OP which were held by an affiliate of DigitalBridge through February 2022, after which such entity was sold to an unaffiliated third party. During the three months ended June 30, 2022, the Company redeemed these membership units in the OP for $25.4 million. As of June 30, 2022, there were no remaining noncontrolling interests in the OP and the OP was wholly-owned by the Company directly, and indirectly through the Company’s wholly-owned subsidiary, BRSP-T LLC.
Net income (loss) attributable to the noncontrolling interests is based on such members ownership percentage of the OP. Net income attributable to the noncontrolling interests of the OP was $0.4 million and $1.0 million for the three and six months ended June 30, 2022 and net loss attributable to the noncontrolling interests of the OP was $0.4 million and $2.4 million for the three and six months ended June 30, 2021.
Investment Entities
Noncontrolling interests in investment entities represent third-party equity interests in ventures that are consolidated with the Company’s financial statements. Net income and net loss attributable to noncontrolling interests in the investment entities was de minimis for both the three and six months ended June 30, 2022, respectively and the net loss attributable to noncontrolling interests in the investment entities was $3.5 million and $3.7 million for the three and six months ended June 30, 2021.
13. Fair Value
Determination of Fair Value
The following is a description of the valuation techniques used to measure fair value of assets accounted for at fair value on a recurring basis and the general classification of these instruments pursuant to the fair value hierarchy.
PE Investments
The Company accounts for PE Investments at fair value which is determined based on either a valuation model using assumptions for the timing and amount of expected future cash flow for income and realization events for the underlying assets in the funds and discount rate, or pending sales prices, if applicable. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 of the fair value hierarchy, unless the PE Investments are valued based on pending sales prices, which are classified as Level 2 of the fair value hierarchy. The Company considers cash flow and NAV information provided by general partners of the underlying funds (“GP NAV”) and the implied yields of those funds in valuing its PE Investments. The Company also considers the values derived from the valuation model as a percentage of GP NAV, and compares the resulting percentage of GP NAV to precedent transactions, independent research, industry reports as well as pricing from executed purchase and sale agreements related to the disposition of its PE Investments. The Company may, as a
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
result of that comparison, apply a mark-to-market adjustment. The Company has not elected the practical expedient to measure the fair value of its PE Investments using the NAV of the underlying funds.
Real Estate Securities
CRE securities are generally valued using a third-party pricing service or broker quotations. These quotations are not adjusted and are based on observable inputs that can be validated, and as such, are classified as Level 2 of the fair value hierarchy. Certain CRE securities may be valued based on a single broker quote, dealer bid or an internal price. Situations where management applies adjustments based on or using unobservable inputs would be classified as Level 3 of the fair value hierarchy. Management determines the prices are representative of fair value through a review of available data, including observable inputs, recent transactions as well as its knowledge of and experience in the market.
Investing VIEs
As discussed in Note 4, “Real Estate Securities,” the Company has elected the fair value option for the financial assets and liabilities of the consolidated Investing VIEs. The Investing VIEs are “static,” that is no reinvestment is permitted and there is very limited active management of the underlying assets. The Company is required to determine whether the fair value of the financial assets or the fair value of the financial liabilities of the Investing VIEs are more observable, but in either case, the methodology results in the fair value of the assets of the securitization trust being equal to the fair value of their liabilities. The Company has determined that the fair value of the liabilities of the securitization trust is more observable, since market prices for the liabilities are available from a third-party pricing service or are based on quoted prices provided by dealers who make markets in similar financial instruments. The financial assets of the securitization trust are not readily marketable and their fair value measurement requires information that may be limited in availability.
In determining the fair value of the trust’s financial liabilities, the dealers will consider contractual cash payments and yields expected by market participants. Dealers also incorporate common market pricing methods, including a spread measurement to the treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including coupon, periodic and life caps, collateral type, rate reset period and seasoning or age of the security. The Company’s collateralized mortgage obligations are classified as Level 2 of the fair value hierarchy, where a third-party pricing service or broker quotations are available and are based on observable valuation inputs, and as Level 3 of the fair value hierarchy, where internal price is utilized based on or using unobservable inputs. In accordance with ASC 810, Consolidation, the assets of the securitization trust are an aggregate value derived from the fair value of the trust’s liabilities, and the Company has determined that the valuation of the trust’s assets in their entirety including its retained interests from the securitizations (eliminated in consolidation in accordance with U.S. GAAP) should be classified as Level 3 of the fair value hierarchy.
Derivatives
Derivative instruments consist of interest rate contracts and foreign exchange contracts that are generally traded over-the-counter, and are valued using a third-party service provider. Quotations on over-the counter derivatives are not adjusted and are generally valued using observable inputs such as contractual cash flows, yield curve, foreign currency rates and credit spreads, and are classified as Level 2 of the fair value hierarchy. Although credit valuation adjustments, such as the risk of default, rely on Level 3 inputs, these inputs are not significant to the overall valuation of its derivatives. As a result, derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy.
Fair Value Hierarchy
Financial assets recorded at fair value on a recurring basis are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table presents financial assets that were accounted for at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 by level within the fair value hierarchy (dollars in thousands):
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BRIGHTSPIRE CAPITAL, INC.
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(Unaudited)
June 30, 2022December 31, 2021
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Other assets - PE Investments$— $— $4,406 $4,406 $— $— $4,406 $4,406 
Mortgage loans held in securitization trusts, at fair value— — 718,335 718,335 — — 813,310 813,310 
Other assets - derivative assets— 3,202 — 3,202 — 1,373 — 1,373 
Liabilities:
Mortgage obligations issued by securitization trusts, at fair value$— $682,181 $— $682,181 $— $777,156 $— $777,156 
Other liabilities - derivative liabilities— — — — — 9 — 9 
The following table presents the changes in fair value of financial assets which are measured at fair value on a recurring basis using Level 3 inputs to determine fair value for the six months ended June 30, 2022 and year ended December 31, 2021 (dollars in thousands):
Six Months Ended June 30, 2022Year Ended December 31, 2021
Other assets - PE Investments
Mortgage loans held in securitization trusts(1)
Other assets - PE InvestmentsMortgage loans held in securitization trusts
Beginning balance$4,406 $813,310 $6,878 $1,768,069 
Distributions/paydowns— (15,946)(2,380)(78,903)
Sale of investments— — — (28,662)
Deconsolidation of securitization trust(2)
— — — (802,196)
Equity in earnings— — (92)— 
Unrealized loss in earnings— (79,029)— (8,375)
Realized loss in earnings— — — (36,623)
Ending balance$4,406 $718,335 $4,406 $813,310 
_________________________________________
(1)For the six months ended June 30, 2022, the Company recorded an unrealized loss of $79.0 million related to mortgage loans held in securitization trusts, at fair value and an unrealized gain of $79.0 million related to mortgage obligations held in securitization trusts, at fair value.
(2)In April 2021, the Company sold its retained investments in the subordinate tranches of one securitization trust. As a result of the sale, the Company deconsolidated one of the securitization trusts.

As of June 30, 2022 and December 31, 2021, the Company utilized a discounted cash flow model, comparable precedent transactions and other market information to quantify Level 3 fair value measurements on a recurring basis. As of June 30, 2022 and December 31, 2021, the key unobservable inputs used in the analysis of PE Investments included discount rates with a range of 11.0% to 12.0% and timing and amount of expected future cash flows. As of June 30, 2022, the key unobservable inputs used in the valuation of mortgage obligations issued by securitization trusts included a blended yield of 20.7% and a weighted average life of 4.9 years. As of December 31, 2021, the key unobservable inputs used in the valuation of mortgage obligations issued by securitization trusts included a blended yield of 17.5% and a weighted average life of 5.4 years. Significant increases or decreases in any one of the inputs described above in isolation may result in significantly different fair value of the financial assets and liabilities using such Level 3 inputs.
For the three and six months ended June 30, 2022, the Company did not record a net unrealized gain (loss) related to mortgage loans held in and mortgage obligations issued by securitization trusts, at fair value. For the three and six months ended June 30, 2021, the Company recorded a net unrealized gain of $19.5 million and $28.2 million, respectively, related to mortgage loans held in and mortgage obligations issued by securitization trusts, at fair value. These amounts, when incurred, are recorded as unrealized gain (loss) on mortgage loans and obligations held in securitization trusts, net in the consolidated statement of operations.
For the three and six months ended June 30, 2021, the Company recorded a net realized loss of $19.5 million on mortgage loans held in and mortgage obligations issued by securitization trusts, at fair value, which represents the loss upon sale of the Company’s retained interests in the subordinate tranches of one securitization trust. This amount is recorded as realized loss on mortgage loans and obligations held in securitization trusts, net in the consolidated statement of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Fair Value Option
The Company may elect to apply the fair value option of accounting for certain of its financial assets or liabilities due to the nature of the instrument at the time of the initial recognition of the investment. The Company elected the fair value option for PE Investments and eligible financial assets and liabilities of its consolidated Investing VIEs because management believes it is a more useful presentation for such investments. The Company determined recording the PE Investments based on the change in fair value of projected future cash flow from one period to another better represents the underlying economics of the respective investment. As of June 30, 2022 and December 31, 2021, the Company has elected not to apply the fair value option for any other eligible financial assets or liabilities.
Fair Value of Financial Instruments
In addition to the above disclosures regarding financial assets or liabilities which are recorded at fair value, U.S. GAAP requires disclosure of fair value about all financial instruments. The following disclosure of estimated fair value of financial instruments was determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value.
The following table presents the principal amount, carrying value and fair value of certain financial assets and liabilities as of June 30, 2022 and December 31, 2021 (dollars in thousands):
June 30, 2022December 31, 2021
Principal AmountCarrying ValueFair ValuePrincipal AmountCarrying ValueFair Value
Financial assets:(1)
Loans held for investment, net(2)
$3,850,052 $3,789,145 $3,805,674 $3,500,658 $3,449,009 $3,464,060 
Financial liabilities:(1)
Securitization bonds payable, net$1,372,054 $1,364,906 $1,372,054 $1,510,423 $1,500,899 $1,510,423 
Mortgage and other notes payable, net659,052 658,857 659,052 760,816 760,583 760,816 
Master repurchase facilities1,487,567 1,487,567 1,487,567 905,122 905,122 905,122 
_________________________________________
(1)The fair value of other financial instruments not included in this table is estimated to approximate their carrying value.
(2)Excludes future funding commitments of $312.9 million and $264.9 million as of June 30, 2022 and December 31, 2021, respectively.
Disclosure about fair value of financial instruments is based on pertinent information available to management as of June 30, 2022. Although management is not aware of any factors that would significantly affect fair value, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.
Loans Held for Investment, Net
For loans held for investment, net, fair values were determined: (i) by comparing the current yield to the estimated yield for newly originated loans with similar credit risk or the market yield at which a third party might expect to purchase such investment; or (ii) based on discounted cash flow projections of principal and interest expected to be collected, which includes consideration of the financial standing of the borrower or sponsor as well as operating results of the underlying collateral. These fair value measurements of CRE debt are generally based on unobservable inputs and, as such, are classified as Level 3 of the fair value hierarchy. Carrying values of loans held for investment are presented net of allowance for loan losses, where applicable.
Securitization Bonds Payable, Net
The Company’s securitization bonds payable, net bear floating rates of interest. As of June 30, 2022, the Company believes the carrying value approximates fair value. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Mortgage and Other Notes Payable, Net
For mortgage and other notes payable, net, the Company primarily uses rates currently available with similar terms and remaining maturities to estimate fair value. These measurements are determined using comparable U.S. Treasury rates as of the end of the reporting period. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy.
Master Repurchase Facilities
The Company has amounts outstanding under Master Repurchase Facilities. The Master Repurchase Facilities bear floating rates of interest. As of June 30, 2022, the Company believes the carrying value approximates fair value. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy.
Other
The carrying values of cash and cash equivalents, receivables, and accrued and other liabilities approximate fair value due to their short term nature and credit risk, if any, are negligible.
Nonrecurring Fair Values
The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Adjustments to fair value generally result from the application of lower of amortized cost or fair value accounting for assets held for sale or write-down of asset values due to impairment.
The Company did not hold any assets carried at fair value on a nonrecurring basis as of June 30, 2022.
The following table summarizes assets carried at fair value on a nonrecurring basis as of December 31, 2021 (dollars in thousands):
December 31, 2021
Level 1Level 2Level 3Total
Loans held for investment, net(1)
$— $— $38,083 $38,083 
_________________________________________
(1)See Note 3 “Loans Held for Investment, net” for further details.
14. Derivatives
The Company uses derivative instruments to manage the risk of changes in interest rates and foreign exchange rates, arising from both its business operations and economic conditions. Specifically, the Company enters into derivative instruments to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and cash payments, the values of which are driven by interest rates, principally relating to the Company’s investments. Additionally, the Company’s foreign operations expose the Company to fluctuations in foreign exchange rates. The Company enters into derivative instruments to protect the value or fix certain of these foreign-denominated amounts in terms of its functional currency, the U.S. dollar. Derivative instruments used in the Company’s risk management activities may be designated as qualifying hedge accounting relationships, designated hedges, or non-designated hedges.
As of June 30, 2022 and December 31, 2021, fair value of derivative assets and derivative liabilities were as follows (dollars in thousands):
Non-Designated Hedges
June 30, 2022December 31, 2021
Derivative Assets
Foreign exchange contracts$3,200 $1,373 
Interest rate contracts2 2 
Included in other assets$3,202 $1,373 
Derivative Liabilities
Interest rate contracts$— $(9)
Included in accrued and other liabilities$— $(9)
As of June 30, 2022, the Company’s counterparties do not hold any cash collateral.
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(Unaudited)
The following table summarizes the Company’s interest rate contracts as of June 30, 2022 and December 31, 2021:
Type of DerivativesNotional CurrencyNotional Amount (in thousands)
Range of Maturity Dates
Non-Designated
June 30, 2022
FX ForwardNOK182,748 August 2022 - May 2024
Interest Rate SwapUSD$527 July 2023
December 31, 2021
FX ForwardNOK190,772 February 2022 - May 2024
Interest Rate SwapUSD$30,762 April 2022 - July 2023
The table below represents the effect of the derivative financial instruments on the consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Other gain, net
Non-designated foreign exchange contracts$2,116 $1,232 $1,895 $952 
Non-designated interest rate contracts4 5 12 18 
$2,120 $1,237 $1,907 $970 
Offsetting Assets and Liabilities
The Company enters into agreements subject to enforceable netting arrangements with its derivative counterparties that allow the Company to offset the settlement of derivative assets and liabilities in the same currency by derivative instrument type or, in the event of default by the counterparty, to offset all derivative assets and liabilities with the same counterparty. The Company has elected not to net derivative asset and liability positions, notwithstanding the conditions for right of offset may have been met. The Company presents derivative assets and liabilities with the same counterparty on a gross basis on the consolidated balance sheets.
The following table sets forth derivative positions where the Company has a right of offset under netting arrangements with the same counterparty as of June 30, 2022 and December 31, 2021 (dollars in thousands):
Gross Amounts of Assets (Liabilities) Included on Consolidated Balance Sheets Net Amounts of Assets (Liabilities)
June 30, 2022
Derivative Assets
Foreign exchange contracts$3,200 $3,200 
Interest rate contracts2 2 
$3,202 $3,202 
December 31, 2021
Derivative Assets
Foreign exchange contracts$1,373 $1,373 
$1,373 $1,373 
Derivative Liabilities
Interest rate contracts$(9)$(9)
$(9)$(9)
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Company did not offset any of its derivatives positions as of June 30, 2022 and December 31, 2021.
15. Commitments and Contingencies
Lending Commitments
The Company has lending commitments to borrowers pursuant to certain loan agreements in which the borrower may submit a request for funding contingent on achieving certain criteria, which must be approved by the Company as lender, such as leasing, performance of capital expenditures and construction in progress with an approved budget. At June 30, 2022, assuming the terms to qualify for future fundings, if any, had been met, total unfunded lending commitments for loans held for investment were $282.9 million for senior loans, $18.6 million for securitized loans and $11.4 million for mezzanine loans. At December 31, 2021, total unfunded lending commitments for loans held for investment were $212.6 million for senior loans and $52.3 million for securitized loans.
Ground Lease Obligation
The Company’s operating leases are ground leases acquired with real estate.
At June 30, 2022 and December 31, 2021, the weighted average remaining lease term was 13.8 years and 13.9 years for ground leases, respectively.
The following table presents ground lease expense, included in property operating expense, for the three and six months ended June 30, 2022 and 2021 (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Operating lease expense:
Minimum lease expense$768 $761 $1,536 $1,529 
Variable lease expense— — — — 
$768 $761 $1,536 $1,529 

The operating lease liability for ground leases was determined using a weighted average discount rate of 5.3%. The following table presents future minimum rental payments, excluding contingent rents, on noncancellable ground leases on real estate as of June 30, 2022 (dollars in thousands):
Remainder of 2022$1,554 
20233,110 
20242,213 
20252,148 
20262,073 
2027 and thereafter17,254 
Total lease payments28,352 
Less: Present value discount9,135 
Operating lease liability (Note 7)$19,217 
Office Lease
At June 30, 2022, the weighted average remaining lease term was 6.6 years for the office leases, which are located in New York, New York and Los Angeles, California.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
For the three and six months ended June 30, 2022, the following table summarizes lease expense, included in operating expense (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Corporate Offices
Operating lease expense:
   Fixed lease expense$315 $133 $591 $133 
$315 $133 $591 $133 
The operating lease liability for the office leases were determined using a weighted average discount rate of 2.36%. As of June 30, 2022, the Company’s future operating lease commitments for the corporate office leases were as follows (dollars in thousands):
Corporate Offices
Remainder of 2022(1)
$399 
20231,239 
20241,293 
20251,308 
20261,323 
2027 and thereafter3,068 
  Total lease payments8,630 
Less: Present value discount694 
  Operating lease liability (Note 7)$7,936 
__________________________________________
(1)The Company entered into a Los Angeles, California office lease in the first quarter of 2022, with rent payments beginning in 2023.

Litigation and Claims
The Company may be involved in litigation and claims in the ordinary course of the business. As of June 30, 2022, the Company was not involved in any legal proceedings that are expected to have a material adverse effect on the Company’s results of operations, financial position, or liquidity.
Employment contracts
At March 31, 2021, the Company did not employ any personnel. Instead, the Company relied on the resources of its Manager and affiliates to conduct the Company’s operations. On April 30, 2021, the Company entered into employment agreements with the Company’s Chief Executive Officer and certain of the Company’s senior management team.
16. Segment Reporting
The Company presents its business within the following business segments:
•Senior and Mezzanine Loans and Preferred Equity—CRE debt investments including senior mortgage loans, mezzanine loans, and preferred equity interests as well as participations in such loans. The segment also includes ADC loan arrangements accounted for as equity method investments.
•Net Leased and Other Real Estate—direct investments in CRE with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance, capital expenditures and real estate taxes. It also includes other real estate, currently consisting of three investments with direct ownership in commercial real estate with an emphasis on properties with stable cash flow.
•CRE Debt Securities—investments currently consisting of BBB and some BB rated CMBS (including Non-Investment Grade “B-pieces” of a CMBS securitization pool), or CRE CLOs (including the junior tranches thereof, collateralized by pools of CRE debt investments). It also includes a sub-portfolio of private equity funds.
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(Unaudited)
•Corporate—includes corporate-level asset management and other fees including operating expenses, compensation and benefits and restructuring charges.
The Company primarily generates revenue from net interest income on the loan, preferred equity and securities portfolios, rental and other income from its net leased and multi-tenant office assets, as well as equity in earnings of unconsolidated ventures. CRE debt securities include the Company’s investment in the subordinate tranches of the securitization trusts which are eliminated in consolidation. The Company’s income is primarily derived through the difference between revenue and the cost at which the Company is able to finance its investments. The Company may also acquire investments which generate attractive returns without any leverage.
The following tables present segment reporting for the three and six months ended June 30, 2022 and 2021 (dollars in thousands):
Senior and Mezzanine Loans and Preferred EquityCRE Debt SecuritiesNet Leased and Other Real Estate
Corporate(1)
Total
Three Months Ended June 30, 2022
Net interest income (expense)$32,064 $1,134 $— $(435)$32,763 
Property and other income78 219 21,806 465 22,568 
Property operating expense— — (5,266)— (5,266)
Transaction, investment and servicing expense(961)29 (52)2 (982)
Interest expense on real estate— — (7,117)— (7,117)
Depreciation and amortization— — (8,664)(56)(8,720)
Increase of current expected credit loss reserve(10,143)— — — (10,143)
Compensation and benefits— — — (8,269)(8,269)
Operating expense13 (245)(56)(3,782)(4,070)
Other gain, net21,484 — 2,093 755 24,332 
Income (loss) before equity in earnings of unconsolidated ventures and income taxes42,535 1,137 2,744 (11,320)35,096 
Income tax expense(416)— (49)— (465)
Net income (loss)$42,119 $1,137 $2,695 $(11,320)$34,631 

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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Senior and Mezzanine Loans and Preferred EquityCRE Debt SecuritiesNet Leased and Other Real Estate
Corporate(1)
Total
Three Months Ended June 30, 2021
Net interest income (expense)$25,926 $1,279 $— $(998)$26,207 
Property and other income181 — 24,808 920 25,909 
Management fee expense— — — (2,338)(2,338)
Property operating expense— — (6,758)— (6,758)
Transaction, investment and servicing expense(563)— (62)(19)(644)
Interest expense on real estate— — (7,777)— (7,777)
Depreciation and amortization— — (9,948)(46)(9,994)
Increase of current expected credit loss reserve(1,200)— — — (1,200)
Compensation and benefits— — — (10,053)(10,053)
Operating expense(291)(166)— (3,543)(4,000)
Restructuring charges— — — (150)(150)
Unrealized gain on mortgage loans and obligations held in securitization trusts, net— 19,516 — — 19,516 
Realized loss on mortgage loans and obligations held in securitization trusts, net— (19,516)— — (19,516)
Other gain (loss), net(400)— 1,236 — 836 
Income (loss) before equity in earnings of unconsolidated ventures and income taxes23,653 1,113 1,499 (16,227)10,038 
Equity in earnings (loss) of unconsolidated ventures(33,665)(123)— — (33,788)
Income tax benefit— 49 85 — 134 
Net income (loss)$(10,012)$1,039 $1,584 $(16,227)$(23,616)
_________________________________________
(1)Includes income earned from CRE securities purchased at a discount, recognized using the effective interest method had the transaction been recorded as an available for sale security, at amortized cost.

Senior and Mezzanine Loans and Preferred EquityCRE Debt SecuritiesNet Leased and Other Real Estate
Corporate(1)
Total
Six Months Ended June 30, 2022
Net interest income (expense)$61,428 $2,021 $— $(1,301)$62,148 
Property and other income199 352 45,974 486 47,011 
Property operating expense— — (11,990)— (11,990)
Transaction, investment and servicing expense(2,011)29 (152)28 (2,106)
Interest expense on real estate— — (14,673)— (14,673)
Depreciation and amortization— — (17,215)(99)(17,314)
Increase of current expected credit loss reserve(9,277)— — — (9,277)
Compensation and benefits— — — (16,494)(16,494)
Operating expense(139)(285)(88)(7,907)(8,419)
Other gain (loss), net21,355 — 13,929 (664)34,620 
Income (loss) before equity in earnings of unconsolidated ventures and income taxes71,555 2,117 15,785 (25,951)63,506 
Equity in earnings of unconsolidated ventures25 — — — 25 
Income tax expense(353)— (148)— (501)
Net income (loss)$71,227 $2,117 $15,637 $(25,951)$63,030 



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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Senior and Mezzanine Loans and Preferred EquityCRE Debt SecuritiesNet Leased and Other Real Estate
Corporate(1)
Total
Six Months Ended June 30, 2021
Net interest income (expense)$48,845 $3,632 $— $(2,038)$50,439 
Property and other income180 53 50,605 838 51,676 
Management fee expense— — — (9,596)(9,596)
Property operating expense— — (14,869)— (14,869)
Transaction, investment and servicing expense(1,252)(167)(177)(1,336)(2,932)
Interest expense on real estate— — (16,410)— (16,410)
Depreciation and amortization— — (19,487)(46)(19,533)
Increase of current expected credit loss reserve(4,425)— — — (4,425)
Compensation and benefits— — — (16,839)(16,839)
Operating expense(540)(946)(31)(8,292)(9,809)
Restructuring charges— — — (109,321)(109,321)
Unrealized gain on mortgage loans and obligations held in securitization trusts, net— 28,154 — — 28,154 
Realized loss on mortgage loans and obligations held in securitization trusts, net— (19,516)— — (19,516)
Other gain (loss), net(400)(859)10,462 — 9,203 
Income (loss) before equity in earnings of unconsolidated ventures and income taxes42,408 10,351 10,093 (146,630)(83,778)
Equity in earnings (loss) of unconsolidated ventures(36,066)(200)— — (36,266)
Income tax benefit— 1,826 109 — 1,935 
Net income (loss)$6,342 $11,977 $10,202 $(146,630)$(118,109)
_________________________________________
(1)Includes income earned from CRE securities purchased at a discount, recognized using the effective interest method had the transaction been recorded as an available for sale security, at amortized cost.

The following table presents total assets by segment as of June 30, 2022 and December 31, 2021 (dollars in thousands):
Total Assets
Senior and Mezzanine Loans and Preferred Equity(1)
CRE Debt Securities(2)
Net Leased and Other Real Estate
Corporate(3)
Total
June 30, 2022$3,910,416 $741,747 $872,190 $315,739 $5,840,092 
December 31, 20213,589,325 840,215 963,369 245,460 5,638,369 
_________________________________________
(1)Includes investments in unconsolidated ventures totaling $16.2 million as of December 31, 2021.
(2)Includes PE Investments totaling $4.4 million as of June 30, 2022 and December 31, 2021.
(3)Includes cash, unallocated receivables, deferred costs and other assets, net and the elimination of the subordinate tranches of a securitization trust in consolidation.
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BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Geography
Geography is generally defined as the location in which the income producing assets reside or the location in which income generating services are performed. Geography information on total income includes equity in earnings of unconsolidated ventures. Geography information on total income and long lived assets are presented as follows (dollars in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Total income by geography:
United States$80,758 $67,564 $154,202 $138,515 
Europe4,614 (26,132)9,583 (19,731)
Total(1)
$85,372 $41,432 $163,785 $118,784 

June 30, 2022December 31, 2021
Long-lived assets by geography:
United States$542,359 $553,368 
Europe258,073 294,824 
Total(2)
$800,432 $848,192 
_________________________________________
(1)Includes interest income, interest income on mortgage loans held in securitization trusts, property and other income and equity in earnings of unconsolidated ventures.
(2)Long-lived assets are comprised of real estate and real estate related intangible assets, and excludes financial instruments and assets held for sale.
17. Earnings Per Share
The Company’s net income (loss) and weighted average shares outstanding for the three and six months ended June 30, 2022 and 2021 consist of the following (dollars in thousands, except per share data):
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Net income (loss)$34,631 $(23,616)$63,030 $(118,109)
Net (income) loss attributable to noncontrolling interests:
Investment Entities15 3,459 (7)3,685 
Operating Partnership(359)437 (1,013)2,390 
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$34,287 $(19,720)$62,010 $(112,034)
Numerator:
Net (income) loss allocated to participating securities (non-vested shares)$(687)$— $(797)$— 
Net income (loss) attributable to common stockholders$33,600 $(19,720)$61,213 $(112,034)
Denominator:
Weighted average shares outstanding - basic(1)
127,756 128,298 128,052 128,297 
Weighted average shares outstanding - diluted129,595 128,298 129,669 128,297 
Net income (loss) per common share - basic $0.26 $(0.15)$0.48 $(0.87)
Net income (loss) per common share - diluted$0.26 $(0.15)$0.47 $(0.87)
_________________________________________
(1)The outstanding shares used to calculate the weighted average basic shares outstanding exclude 2,401,154 and 1,550,862 of restricted stock awards as of June 30, 2022 and June 30, 2021, net of forfeitures, respectively, as those shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic income (loss) per common share.
58
BRIGHTSPIRE CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
18. Subsequent Events
Dividends
In July 2022, the Company paid a quarterly cash dividend of $0.20 per share of Class A common stock for the quarter ended June 30, 2022, to stockholders of record on June 30, 2022.
Loan Originations
Subsequent to June 30, 2022, the Company funded three senior mortgage loans with a total commitment of $91.4 million. The average initial funded amount was $27.7 million and had a weighted average spread of SOFR plus 3.52%.
Master Repurchase Facilities
In July 2022, the Company amended one of its Master Repurchase Facilities to extend the maturity date to April 2025, with two one-year extension options, and to replace LIBOR with SOFR as the benchmark applicable to loans entered into prior to January 1, 2022. Also in July 2022, the Company amended another one of its Master Repurchase Facilities to extend the maturity date to July 2024, with three one-year extension options, and to replace LIBOR with SOFR as the benchmark applicable to financings entered into prior to January 1, 2022.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes thereto, which are included in Item 1 of this Quarterly Report, as well as the information contained in our Form 10-K for the year ended December 31, 2021, which is accessible on the SEC’s website at www.sec.gov.
Introduction
We are a commercial real estate (“CRE”) credit real estate investment trust (“REIT”) focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which is our primary investment strategy. Additionally, we may also selectively originate mezzanine loans and preferred equity investments, which may include profit participations. The mezzanine loans and preferred equity investments may be in conjunction with our origination of corresponding first mortgages on the same properties. Net leased properties consist of CRE properties with long-term leases to tenants on a net-lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance capital expenditures and real estate taxes. We will continue to target net leased equity investments on a selective basis. Additionally, we hold investments in CRE debt securities consisting of commercial mortgage-backed securities (“CMBS”) that are “B-pieces” of a CMBS securitization pool.
We were organized in the state of Maryland on August 23, 2017 and maintain key offices in New York, New York and Los Angeles, California. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 2018. We conduct all our activities and hold substantially all our assets and liabilities through our operating subsidiary, BrightSpire Capital Operating Company, LLC (the “OP”). At March 31, 2022, we owned 97.7% of the OP, as its sole managing member. The remaining 2.3% was owned as noncontrolling interest. During the three months ended June 30, 2022, we redeemed the 2.3% outstanding membership units in the OP for $25.4 million. Following this redemption, there were no noncontrolling interests in the OP.
Our Target Assets
Our investment strategy is to originate and selectively acquire our target assets, which consist of the following:
•Senior Mortgage Loans. Our primary focus is originating and selectively acquiring senior mortgage loans that are backed by CRE assets. These loans are secured by a first mortgage lien on a commercial property and provide mortgage financing to a commercial property developer or owner. The loans may vary in duration, bear interest at a fixed or floating rate and amortize, if at all, over varying periods, often with a balloon payment of principal at maturity. Senior mortgage loans may include junior participations in our originated senior loans for which we have syndicated the senior participations to other investors and retained the junior participations for our portfolio. We believe these junior participations are more like the senior mortgage loans we originate than other loan types given their credit quality and risk profile.
•Mezzanine Loans. We may originate or acquire mezzanine loans, which are structurally subordinate to senior loans, but senior to the borrower’s equity position. Generally, we will originate or acquire these loans if we believe we have the ability to protect our position and fund the first mortgage, if necessary. Mezzanine loans may be structured such that our return accrues and is added to the principal amount rather than paid on a current basis. We may also pursue equity participation opportunities in instances when the risk-reward characteristics of the investment warrant additional upside participation in the possible appreciation in value of the underlying assets securing the investment.
•Preferred Equity. We may make investments that are subordinate to senior and mezzanine loans, but senior to the common equity in the mortgage borrower. Preferred equity investments may be structured such that our return accrues and is added to the principal amount rather than paid on a current basis. We also may pursue equity participation opportunities in preferred equity investments, like such participations in mezzanine loans.
•Net Leased and Other Real Estate. We may occasionally invest directly in well-located commercial real estate with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance capital expenditures and real estate taxes. In addition, tenants of our properties typically pay rent increases based on: (1) increases in the consumer price index (typically subject to ceilings), (2) fixed increases, or (3) additional rent calculated as a percentage of the tenants’ gross sales above a specified level. We believe that a portfolio of properties under long-term, net lease agreements generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income.
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Our operating segments include senior and mezzanine loans and preferred equity, net leased and other real estate, all of which are included in our target assets, and CRE debt securities and corporate.
The allocation of our capital among our target assets will depend on prevailing market conditions at the time we invest and may change over time in response to different prevailing market conditions. In addition, in the future, we may invest in assets other than our target assets or change our target assets. With respect to all our investments, we invest so as to maintain our qualification as a REIT for U.S. federal income tax purposes and our exclusion or exemption from regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
We believe that events in the financial markets from time to time, including the current and potential impacts of the COVID-19 pandemic, have created and will continue to create dislocation between price and intrinsic value in certain asset classes as well as a supply and demand imbalance of available credit to finance these assets. We believe that our in-depth understanding of CRE and real estate-related investments, in-house underwriting, asset management and resolution capabilities, provides an extensive platform to regularly evaluate our investments and determine primary, secondary or alternative disposition strategies. This includes intermediate servicing and negotiating, restructuring of non-performing investments, foreclosure considerations, management or development of owned real estate, in each case to reposition and achieve optimal value realization for the us and our stockholders. Depending on the nature of the underlying investment, we may pursue repositioning strategies through judicious capital investment in order to extract maximum value from the investment or recognize unanticipated losses to reinvest resulting liquidity in higher-yielding performing investments.
Our Business Segments
•Senior and Mezzanine Loans and Preferred Equity—CRE debt investments including senior mortgage loans, mezzanine loans, and preferred equity interests as well as participations in such loans. The segment also includes acquisition, development and construction (“ADC”) arrangements accounted for as equity method investments.
•Net Leased and Other Real Estate—direct investments in commercial real estate with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance, capital expenditures and real estate taxes. It also includes other real estate, currently consisting of three investments with direct ownership in commercial real estate, with an emphasis on properties with stable cash flow.
•CRE Debt Securities— securities investments currently consisting of BBB and some BB rated CMBS (including Non-Investment Grade “B-pieces” of a CMBS securitization pool) or CRE CLOs (including the junior tranches thereof, collateralized by pools of CRE debt investments). It also includes two sub-portfolios of private equity funds.
•Corporate—includes corporate-level asset management and other fees including expenses related to our secured revolving credit facility (the “Bank Credit Facility”), compensation and benefits and restructuring charges.
Our target assets are included in different business segments.
Significant Developments
During the three months ended June 30, 2022, and through August 2, 2022, significant developments affecting our business and results of operations of our portfolio included the following:
Capital Resources
•As of the date of this report, we have approximately $438 million of liquidity, consisting of $273 million cash on hand and $165 million available on our Bank Credit Facility;
•Declared and paid a second quarter $0.20 per share dividend on July 15, 2022;
•Repurchased 2.2 million shares of our Class A common stock at a weighted average price of $8.40 for an aggregate cost of $18.3 million;
•Redeemed 3.1 million operating partnership units at a price of $8.25 per unit for an aggregate cost of $25.4 million; and
•We amended the below Master Repurchase Facilities as follows:
◦Increased the borrowing capacity of Bank 7 by $100 million and extended the maturity date to April 2025, with a one-year extension option;
◦Increased the borrowing capacity of Bank 9 by $100 million and extended the maturity date to June 2025, with two one-year extension options;
◦Extended the maturity date of Bank 3 to April 2025, with two one-year extension options, and replaced LIBOR with SOFR as the benchmark applicable to loans entered into prior to January 1, 2022;
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◦Extended the maturity date of Bank 1 to July 2024, with three one-year extension options, and replaced LIBOR with SOFR as the benchmark applicable to loans entered into prior to January 1, 2022.
Our Portfolio
•Generated U.S. GAAP net income of $34.3 million, or $0.26 per basic and diluted share and Distributable Earnings and Adjusted Distributable Earnings of $31.4 million, or $0.24 per share for the three months ended June 30, 2022;
•Funded nine senior mortgage loans with a total commitment of $306.5 million. The average initial funded amount was $31.3 million and had a weighted average spread of SOFR plus 3.82%;
•Received loan repayment proceeds of $247.9 million from nine loans;
•Sold one preferred equity investment for a gross sales price of $38.1 million and recognized a realized gain of $21.9 million;
•Subsequent to June 30, 2022, we funded three senior mortgage loans with a total commitment of $91.4 million. The average initial funded amount was $27.7 million and had a weighted average spread of SOFR plus 3.52%; and
•Subsequent to June 30, 2022, we received loan repayment proceeds of $36.6 million from two loans.
Factors Impacting Our Operating Results
Impact of COVID-19
The COVID-19 pandemic has negatively impacted CRE credit REITs across the industry, as well as other companies that own and operate commercial real estate investments, including our company. As we manage the impact and uncertainties of the COVID-19 pandemic, cash preservation, liquidity and investment and portfolio management are our key priorities.
We continue to work closely with our borrowers and tenants to address the impact of COVID-19 on their businesses. To the extent that certain borrowers are experiencing significant financial dislocation we have and may continue to consider the use of interest and other reserves and/or replenishment obligations of the borrower and/or guarantors to meet current interest payment obligations, for a limited period. Similarly, we have and may in the future evaluate converting certain current interest payment obligations to payment-in-kind as a potential bridge period solution. We have in limited cases allowed some portions of current interest to convert to payment-in-kind.
The COVID-19 pandemic has created uncertainties that have and may continue to negatively impact our future operating results, liquidity and financial condition. However, we believe there are too many uncertainties to predict and quantify the continuing impact. The potential concerns and risks include, but are not limited to, mortgage borrowers’ ability to make monthly payments, lessees’ capacity to pay their rent, and the resulting impact on us to meet our obligations. Therefore, there can be no assurances that we will not need to take impairment charges in future quarters or experience further declines in revenues and net income, which could be material.
Market Update
Overall market uncertainty and reports that the U.S. economy is in or will be in a recession, coupled with rising inflation and interest rates have tempered the loan financing markets recently. There has been an overall slowdown in commercial real estate transaction volumes, with many lenders being cautious, and transaction volumes are expected to remain muted for the foreseeable future. The rising LIBOR/SOFR and costly interest rate caps have contributed to borrowers accepting lower proceeds and exploring other interest rate options such as fixed interest rates.
During 2022, the Federal Open Market Committee (“FOMC”) of the Federal Reserve raised the target range for the federal funds rate four times. The two most recent rate hikes were significant: on June 15, 2022, the target range for federal funds rates was raised by 0.75% to a range of 1.50% to 1.75% and on July 27, 2022 the target range for federal funds rates was raised by another 0.75% to a range of 2.25% to 2.50%.
These economic factors have had and will continue to impact our business operations as follows:
–the value of fixed-rate investments may decrease;
–prepayments on certain assets in our portfolio may slow;
–coupons on our floating and adjustable-rate mortgage loans and CMBS may reset, although on a delayed basis, to higher interest rates;
–to the extent we use leverage to finance our assets, the interest expense associated with our borrowings may increase, and there may be margin calls on our Master Repurchase Facilities;
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–to the extent we enter into interest rate swap agreements as part of our hedging strategy, the value of these agreements may increase;
–bank warehouse lenders may take a more conservative stance by increasing funding costs, which may lead to margin calls; and
–disrupt our borrowers’ and tenants’ ability to finance their activities or refinance properties, which could adversely impact their ability to make their monthly mortgage payments and meet their loan obligations, and may result in requests for loan extensions.
In addition to economic conditions, political conditions are contributing to market uncertainty which may further negatively impact our business and results of operations. In February 2022, conflict escalated between Russia and Ukraine. In response, the U.S., the U.K., and the European Union governments, among others, imposed financial and economic sanctions targeting Russia that, among other things, restrict transactions with Russian entities and individuals and trade and financing to, from, or in Russia and certain regions of Ukraine. Although we do not conduct any business, and have not originated any loans secured by assets, in Russia or Ukraine, the ongoing conflict may cause continued volatility in the capital markets, other adverse economic impacts due to additional sanctions, embargoes, regional instability and geopolitical shifts, and increased cost of goods and supply chain disruptions, any of which may negatively impact the business or operations of our borrowers and tenants and our business and results of operations.
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Our Portfolio
As of June 30, 2022, our portfolio consisted of 125 investments representing approximately $4.7 billion in book value (based on our share of ownership and excluding cash, cash equivalents and certain other assets). Our senior and mezzanine loans consisted of 110 senior mortgage loans and mezzanine loans had a weighted average cash coupon of 3.7% and a weighted average all-in unlevered yield of 5.9%. Our net leased and other real estate consisted of approximately 6.4 million total square feet of space and total second quarter 2022 net operating income (“NOI”) of that portfolio was approximately $16.2 million. Refer to “Non-GAAP Supplemental Financial Measures” below for further information on NOI.
As of June 30, 2022, our portfolio consisted of the following investments (dollars in thousands):
Count(1)
Book value
(Consolidated)
Book value
(at BRSP share)(2)
Net book value (Consolidated)(3)
Net book value (at BRSP share)(4)
Our Portfolio
Senior mortgage loans104 $3,729,515 $3,729,515 $842,039 $842,039 
Mezzanine loans(5)
6 104,008 104,008 104,008 104,008 
  Subtotal110 3,833,523 3,833,523 946,047 946,047 
Net leased real estate8 618,838 618,838 163,561 163,561 
Other real estate2 176,062 162,684 137 (147)
CRE debt securities4 36,154 36,154 36,154 36,154 
Private equity interests1 4,406 4,406 4,406 4,406 
Total/Weighted average Our Portfolio125 $4,668,983 $4,655,605 $1,150,305 $1,150,021 
________________________________________
(1)Count for net leased real estate and other real estate represents number of investments.
(2)Book value at our share represents the proportionate book value based on ownership by asset as of June 30, 2022.
(3)Net book value represents book value less any associated financing as of June 30, 2022.
(4)Net book value at our share represents the proportionate book value based on asset ownership less any associated financing based on ownership as of June 30, 2022.
(5)Mezzanine loans include one investment in an unconsolidated venture whose underlying interest is in a loan.
Underwriting Process
We use an investment and underwriting process that has been developed by our senior management team leveraging their extensive commercial real estate expertise over many years and real estate cycles. The underwriting process focuses on some or all of the following factors designed to ensure each investment is evaluated appropriately: (i) macroeconomic conditions that may influence operating performance; (ii) fundamental analysis of underlying real estate, including tenant rosters, lease terms, zoning, necessary licensing, operating costs and the asset’s overall competitive position in its market; (iii) real estate market factors that may influence the economic performance of the investment, including leasing conditions and overall competition; (iv) the operating expertise and financial strength and reputation of a tenant, operator, partner or borrower; (v) the cash flow in place and projected to be in place over the term of the investment and potential return; (vi) the appropriateness of the business plan and estimated costs associated with tenant buildout, repositioning or capital improvements; (vii) an internal and third-party valuation of a property, investment basis relative to the competitive set and the ability to liquidate an investment through a sale or refinancing; (viii) review of third-party reports including appraisals, engineering and environmental reports; (ix) physical inspections of properties and markets; (x) the overall legal structure of the investment, contractual implications and the lenders’ rights; and (xi) the tax and accounting impact.
Loan Risk Rankings
In addition to reviewing loans held for investment for impairment quarterly, we evaluate loans held for investment to determine if a current expected credit losses reserve should be established. In conjunction with this review, we assess the risk factors of each senior and mezzanine loans and preferred equity and assign a risk ranking based on a variety of factors, including, without limitation, underlying real estate performance and asset value, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include loan-to-value ratios, debt service coverage ratios, loan structure, real estate and credit market dynamics, and risk of default or principal loss. Based on a five-point scale, our loans held for investment are rated “1” through “5,” from less risk to greater risk. At the time of origination or purchase, loans held for investment are ranked as a “3” and will move accordingly going forward based on the ratings which are defined as follows:
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1.Very Low Risk—The loan is performing as agreed. The underlying property performance has exceeded underwritten expectations with very strong NOI, debt service coverage ratio, debt yield and occupancy metrics. Sponsor is investment grade, very well capitalized, and employs a very experienced management team.
2.Low Risk—The loan is performing as agreed. The underlying property performance has met or exceeds underwritten expectations with high occupancy at market rents, resulting in consistent cash flow to service the debt. Strong sponsor that is well capitalized with experienced management team.
3.Average Risk—The loan is performing as agreed. The underlying property performance is consistent with underwriting expectations. The property generates adequate cash flow to service the debt, and/or there is enough reserve or loan structure to provide time for sponsor to execute the business plan. Sponsor has routinely met its obligations and has experience owning/operating similar real estate.
4.High Risk/Delinquent/Potential for Loss—The loan is in excess of 30 days delinquent and/or has a risk of a principal loss. The underlying property performance is behind underwritten expectations. Loan covenants may require occasional waivers/modifications. Sponsor has been unable to execute its business plan and local market fundamentals have deteriorated. Operating cash flow is not sufficient to service the debt and debt service payments may be coming from sponsor equity/loan reserves.
5.Impaired/Defaulted/Loss Likely—The loan is in default, or a default is imminent, and has a high risk of a principal loss, or has incurred a principal loss. The underlying property performance is significantly worse than underwritten expectation and sponsor has failed to execute its business plan. The property has significant vacancy and current cash flow does not support debt service. Local market fundamentals have significantly deteriorated resulting in depressed comparable property valuations versus underwriting.
As mentioned above, management considers several risk factors when assigning our risk rankings each quarter. We believe the long-term impacts of the COVID-19 pandemic remain uncertain, and therefore continue to represent a risk to our portfolio. During the second quarter of 2022, we added nine new loans to our portfolio with a risk ranking of 3, and eight loans repaid, of which five loans had a risk ranking of 2 and three loans had a risk ranking of 3. Our weighted average risk ranking at June 30, 2022 is unchanged from March 31, 2022 at 3.1.
Senior and Mezzanine Loans and Preferred Equity
Our senior and mezzanine loans consists of senior mortgage loans and mezzanine loans. We did not have any preferred equity investments as of June 30, 2022.
The following table provides a summary of our senior and mezzanine loans based on our internal risk rankings as of June 30, 2022 (dollars in thousands):
Carrying Value (at BRSP share)(1)
Risk RankingCount
Senior mortgage loans(2)
Mezzanine loansTotal% of Our Portfolio
210 $284,847 $— $284,847 7.4 %
387 2,787,924 63,098 2,851,022 74.4 %
411 685,534 — 685,534 17.9 %
52 — 12,120 12,120 0.3 %
110 $3,758,305 $75,218 $3,833,523 100.0 %
Weighted average risk ranking3.1
_________________________________________
(1)Carrying value at our share represents the proportionate book value based on ownership by asset as of June 30, 2022.
(2)Includes one mezzanine loan totaling $28.8 million where we are also the senior lender.
The following table provides asset level detail for our senior and mezzanine loans as of June 30, 2022 (dollars in thousands):
Collateral typeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q2 Risk ranking(5)
Senior loans
Loan 1Hotel1/2/2018San Jose, CA$184,959 $184,959 Floating4.8%6.5%11/9/202679%4
Loan 2Multifamily6/21/2019Milpitas, CA184,715 184,282 Floating3.1%5.5%7/9/202475%3
Loan 3Office12/7/2018Carlsbad, CA120,000 120,000 Floating4.3%6.2%12/9/202373%3
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Collateral typeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q2 Risk ranking(5)
Loan 4Hotel6/28/2018Berkeley, CA119,737 120,000 Floating3.2%5.2%7/9/202566%4
Loan 5Office2/17/2022Boston, MA80,172 81,000 Floating3.8%6.0%3/9/202754%3
Loan 6Other (Mixed-use)10/24/2019Brooklyn, NY75,818 75,818 Floating4.0%6.1%11/9/202470%3
Loan 7Office8/28/2018San Jose, CA73,147 73,147 Floating2.5%4.5%8/28/202575%3
Loan 8Hotel6/25/2018Englewood, CO73,000 73,000 Floating3.5%5.3%2/9/202569%3
Loan 9Office1/19/2021Phoenix, AZ72,035 72,460 Floating3.6%5.7%2/9/202670%3
Loan 10Office5/29/2019Long Island City, NY68,110 68,110 Floating3.5%5.8%6/9/202459%4
Loan 11Office4/5/2019Long Island City, NY66,298 66,298 Floating3.3%5.6%4/9/202458%4
Loan 12(6)
Multifamily6/18/2019Santa Clara, CA57,440 57,440 Floating4.4%7.1%6/18/202465%4
Loan 13Office7/12/2019Washington, D.C.57,274 57,274 Floating2.8%5.5%8/9/202468%4
Loan 14Office2/13/2019Baltimore, MD55,942 55,942 Floating3.5%6.2%2/9/202474%4
Loan 15Multifamily5/17/2022Las Vegas, NV49,075 49,600 Floating3.6%5.7%6/9/202774%3
Loan 16Multifamily3/8/2022Austin, TX48,804 49,125 Floating3.3%5.6%3/9/202775%3
Loan 17Multifamily7/19/2021Dallas, TX48,547 48,699 Floating3.3%5.5%8/9/202674%3
Loan 18Multifamily5/26/2021Las Vegas, NV45,655 45,799 Floating3.4%5.6%6/9/202670%3
Loan 19Other (Mixed-use)1/13/2022New York, NY44,832 45,190 Floating3.5%5.7%2/9/202767%3
Loan 20Multifamily2/3/2021Arlington, TX43,254 43,270 Floating3.6%5.9%2/9/202681%2
Loan 21Multifamily11/30/2021Phoenix, AZ43,191 43,457 Floating3.4%5.9%12/9/202674%3
Loan 22Multifamily3/1/2021Richardson, TX42,981 43,227 Floating3.4%5.5%3/9/202675%3
Loan 23Multifamily7/15/2021Jersey City, NJ42,812 43,000 Floating3.0%5.1%8/9/202666%2
Loan 24Multifamily12/21/2020Austin, TX42,641 42,850 Floating3.7%5.8%1/9/202654%2
Loan 25Multifamily3/22/2021Fort Worth, TX40,327 40,470 Floating3.5%5.7%4/9/202683%3
Loan 26Office5/23/2022Plano, TX39,990 40,300 Floating4.3%6.3%6/9/202764%3
Loan 27Office4/27/2022Plano, TX38,994 39,270 Floating4.1%6.2%5/9/202770%3
Loan 28Multifamily3/25/2021Fort Worth, TX38,340 38,480 Floating3.3%5.5%4/9/202682%3
Loan 29Office11/23/2021Tualatin, OR38,338 38,660 Floating3.9%6.1%12/9/202666%3
Loan 30Multifamily12/7/2021Denver, CO37,821 38,108 Floating3.2%5.5%12/9/202674%3
Loan 31Multifamily7/15/2021Dallas, TX36,510 36,736 Floating3.1%5.4%8/9/202677%3
Loan 32Office9/28/2021Reston, VA35,620 35,887 Floating4.0%6.3%10/9/202671%3
Loan 33Multifamily3/31/2022Long Beach, CA35,391 35,751 Floating3.4%5.6%4/9/202774%3
Loan 34Office11/17/2021Dallas, TX34,959 35,250 Floating3.9%6.1%12/9/202561%3
Loan 35Multifamily12/29/2020Fullerton, CA34,692 34,860 Floating3.8%5.9%1/9/202670%3
Loan 36Multifamily1/18/2022Dallas, TX34,510 34,699 Floating3.5%5.8%2/9/202775%3
Loan 37Multifamily1/12/2022Los Angeles, CA34,388 34,728 Floating3.4%5.4%2/9/202765%3
Loan 38Multifamily3/31/2022Louisville, KY34,269 34,550 Floating3.7%6.0%4/9/202772%3
Loan 39Multifamily9/28/2021Carrollton, TX34,118 34,395 Floating3.1%5.2%10/9/202573%3
Loan 40Office6/16/2017Miami, FL34,097 33,757 Floating4.9%6.6%7/9/202268%3
Loan 41Office4/7/2022San Jose, CA33,439 33,750 Floating4.2%6.3%4/9/202770%3
Loan 42Multifamily3/16/2021Fremont, CA33,206 33,380 Floating3.5%5.7%4/9/202676%3
Loan 43Office6/2/2021South Pasadena, CA32,881 32,956 Floating4.9%7.2%6/9/202669%3
Loan 44Multifamily7/29/2021Phoenix, AZ31,656 31,895 Floating3.3%5.4%8/9/202674%3
Loan 45Multifamily3/31/2021Mesa, AZ30,994 31,107 Floating3.7%5.9%4/9/202683%3
Loan 46Office4/30/2021San Diego, CA30,483 30,700 Floating3.6%5.7%5/9/202655%3
Loan 47Multifamily5/5/2021Dallas, TX29,622 29,749 Floating3.4%5.6%5/9/202668%3
Loan 48Multifamily4/29/2021Las Vegas, NV29,619 29,734 Floating3.1%5.2%5/9/202676%2
Loan 49Multifamily7/13/2021Plano, TX28,624 28,756 Floating3.1%5.2%2/9/202582%3
Loan 50Multifamily4/15/2022Mesa, AZ28,402 28,693 Floating3.4%5.4%5/9/202775%3
Loan 51Office11/19/2021Gardena, CA28,201 28,505 Floating3.5%5.6%12/9/202669%3
Loan 52Multifamily5/27/2021Houston, TX27,871 28,000 Floating3.0%5.2%6/9/202667%3
Loan 53Office10/21/2021Blue Bell, PA27,853 27,930 Floating3.7%6.2%11/9/202367%3
Loan 54Multifamily5/19/2022Denver, CO27,624 27,919 Floating3.5%5.6%6/9/202773%3
Loan 55Other (Mixed-use)5/3/2022Brooklyn, NY27,536 27,801 Floating4.4%6.5%5/9/202768%3
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Collateral typeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q2 Risk ranking(5)
Loan 56Office3/31/2022Blue Bell, PA27,208 27,447 Floating4.2%6.8%4/9/202559%3
Loan 57Multifamily8/31/2021Glendale, AZ26,324 26,536 Floating3.2%5.3%9/9/202675%3
Loan 58Multifamily12/16/2021Fort Mill, SC25,882 26,100 Floating3.2%5.3%1/9/202771%3
Loan 59Office2/26/2019Charlotte, NC25,855 26,052 Floating3.3%5.1%7/9/202551%2
Loan 60Multifamily2/17/2022Long Beach, CA25,308 25,556 Floating3.4%5.5%3/9/202767%3
Loan 61Multifamily5/13/2021Phoenix, AZ24,968 25,132 Floating3.1%5.2%6/9/202676%2
Loan 62Office9/26/2019Salt Lake City, UT24,864 24,903 Floating2.7%5.0%10/9/202472%4
Loan 63Office11/23/2021Oakland, CA24,800 25,000 Floating4.2%6.4%12/9/202657%3
Loan 64Office12/7/2021Hillsboro, OR24,310 24,511 Floating3.9%6.1%12/9/202471%3
Loan 65Multifamily12/21/2021Phoenix, AZ24,307 24,528 Floating3.5%5.6%1/9/202775%3
Loan 66Multifamily1/29/2021Charlotte, NC23,432 23,558 Floating3.5%5.6%2/9/202676%3
Loan 67Multifamily7/1/2021Aurora, CO23,300 23,466 Floating3.1%5.2%7/9/202673%3
Loan 68Multifamily3/31/2022Phoenix, AZ23,035 23,265 Floating3.7%5.7%4/9/202775%3
Loan 69Multifamily3/8/2022Glendale, AZ23,025 23,260 Floating3.5%5.5%3/9/202773%3
Loan 70Office9/16/2019San Francisco, CA22,951 22,951 Floating3.2%5.7%10/9/202482%3
Loan 71Multifamily3/25/2021San Jose, CA22,518 22,650 Floating3.7%5.8%4/9/202670%2
Loan 72Multifamily11/4/2021Austin, TX22,499 22,690 Floating3.3%5.4%11/9/202671%3
Loan 73Multifamily10/7/2021Irving, TX22,353 22,400 Floating3.3%5.5%9/1/202470%3
Loan 74Office8/27/2019San Francisco, CA22,121 22,121 Floating2.8%5.4%9/9/202479%4
Loan 75Office7/30/2021Denver, CO21,811 22,002 Floating4.3%6.4%8/9/202666%3
Loan 76Multifamily7/13/2021Oregon City, OR21,385 21,487 Floating3.3%5.4%8/9/202673%3
Loan 77Multifamily6/22/2021Phoenix, AZ21,107 21,262 Floating3.2%5.3%7/9/202675%2
Loan 78Multifamily3/31/2021San Antonio, TX20,026 20,148 Floating3.1%5.1%4/9/202677%3
Loan 79Multifamily9/22/2021Denton, TX19,248 19,351 Floating3.2%5.3%10/9/202570%3
Loan 80Multifamily12/21/2021Gresham, OR19,047 19,199 Floating3.5%5.8%1/9/202774%3
Loan 81Multifamily1/12/2022Austin, TX18,991 19,153 Floating3.4%5.5%2/9/202775%3
Loan 82Multifamily8/6/2021La Mesa, CA18,943 19,045 Floating2.9%5.1%8/9/202570%3
Loan 83Multifamily9/1/2021Bellevue, WA18,888 19,003 Floating2.9%5.2%9/9/202564%3
Loan 84Office10/29/2020Denver, CO18,598 18,708 Floating3.6%5.7%11/9/202564%3
Loan 85Multifamily6/24/2021Phoenix, AZ18,417 18,548 Floating3.4%5.6%7/9/202663%3
Loan 86Multifamily5/5/2022Charlotte, NC18,317 18,500 Floating3.5%5.7%5/9/202761%3
Loan 87Multifamily7/14/2021Salt Lake City, UT17,960 18,042 Floating3.3%5.4%8/9/202673%3
Loan 88Multifamily3/28/2022Los Angeles, CA17,220 17,390 Floating3.6%5.8%4/9/202768%3
Loan 89Multifamily6/25/2021Phoenix, AZ17,041 17,160 Floating3.2%5.3%7/9/202675%3
Loan 90Multifamily11/24/2020Tucson, AZ16,239 16,233 Floating3.6%5.7%12/9/202575%2
Loan 91Multifamily4/29/2022Tacoma, WA16,176 16,359Floating3.3%5.5%5/9/202772%3
Loan 92Industrial3/25/2022City of Industry, CA16,05816,234Floating3.4%5.5%4/9/202767%3
Loan 93Multifamily3/5/2021Tucson, AZ15,83415,864Floating3.7%5.9%3/9/202672%2
Loan 94Office10/13/2021Burbank, CA15,39115,538Floating3.9%6.0%11/9/202657%3
Loan 95Multifamily6/15/2021Phoenix, AZ15,32715,392Floating3.3%5.4%7/9/202674%3
Loan 96Office11/16/2021Charlotte, NC14,62414,771Floating4.4%6.5%12/9/202667%3
Loan 97Office8/31/2021Los Angeles, CA14,44014,570Floating5.0%7.3%9/9/202658%3
Loan 98Multifamily5/27/2021Phoenix, AZ14,11714,212Floating3.1%5.2%6/9/202672%3
Loan 99Multifamily7/21/2021Durham, NC14,07814,183Floating3.3%5.4%8/9/202658%3
Loan 100Multifamily2/11/2021Provo, UT13,58213,660Floating3.8%5.9%3/9/202671%3
Loan 101Multifamily7/28/2021San Antonio, TX13,55913,641Floating3.3%5.6%8/9/202476%3
Loan 102Office11/10/2021Richardson, TX13,32213,400Floating4.0%6.3%12/9/202671%3
Loan 103Multifamily3/8/2022Glendale, AZ10,71410,825Floating3.5%5.5%3/9/202773%3
Loan 104Industrial3/21/2022Commerce, CA9,1819,281Floating3.3%5.4%4/9/202771%3
Total/Weighted average senior loans$3,729,515 $3,746,010 3.6%5.7%1/11/202670%3.1
Mezzanine loans
Loan 105(6)
Multifamily12/3/2019Milpitas, CA$41,459 $41,500 Fixed8.0%13.3%12/3/202449% – 71%3
Loan 106Hotel9/23/2019Berkeley, CA28,790 28,790 Fixed11.5%11.5%7/9/202566% – 81%4
Loan 107(6)
Multifamily2/8/2022Las Vegas, NV17,165 17,288 Fixed7.0%12.3%2/8/202756% – 79%3
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Collateral typeOrigination DateCity, State
Carrying value(1)
Principal balanceCoupon type
Cash Coupon(2)
Unlevered all-in yield(3)
Extended maturity date
Loan-to-value(4)
Q2 Risk ranking(5)
Loan 108Hotel1/9/2017New York, NY12,120 12,000 Floating11.0%12.8%9/9/202263% – 76%5
Loan 109Multifamily7/30/2014Various - TX4,474 4,474 Fixed9.5%9.5%8/11/202471% – 83%3
Loan 110(6)(7)
Other (Mixed-use)9/1/2020Los Angeles, CA— 162,243 
n/a(7)
n/a(7)
n/a(7)
7/9/2023n/a5
Total/Weighted average mezzanine loans$104,008 $266,295 9.2%12.4%3/4/202559% – 77%3.5
Total/Weighted average senior and mezzanine loans - Our Portfolio$3,833,523 $4,012,305 3.7%5.9%1/3/2026n/a3.1
_________________________________________
(1)Represents carrying values at our share as of June 30, 2022.
(2)Represents the stated coupon rate for loans; for floating rate loans, does not include USD 1-month London Interbank Offered Rate (“LIBOR”) or Secured Overnight Financing Rate (“SOFR”), which were 1.79% and 1.69%, respectively, as of June 30, 2022.
(3)In addition to the stated cash coupon rate, unlevered all-in yield includes non-cash payment in-kind interest income and the accrual of origination, extension and exit fees. Unlevered all-in yield for the loan portfolio assumes the applicable floating benchmark rate as of June 30, 2022, for weighted average calculations.
(4)Except for construction loans, senior loans reflect the initial loan amount divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value as of the date of the most recent as-is appraisal. Mezzanine loans include attachment loan-to-value and detachment loan-to-value, respectively. Attachment loan-to-value reflects initial funding of loans senior to our position divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value as of the date of the most recent appraisal. Detachment loan-to-value reflects the cumulative initial funding of our loan and the loans senior to our position divided by the as-is value as of the date the loan was originated, or the cumulative principal amount divided by the appraised value as of the date of the most recent appraisal.
(5)On a quarterly basis, the Company’s senior and mezzanine loans are rated “1” through “5,” from less risk to greater risk. Represents risk ranking as of June 30, 2022.
(6)Construction senior loans’ loan-to-value reflect the total commitment amount of the loan divided by as-completed appraised value, or the total commitment amount of the loan divided by the projected total cost basis. Construction mezzanine loans include attachment loan-to-value and detachment loan-to-value, respectively. Attachment loan-to-value reflects the total commitment amount of loans senior to our position divided by as-completed appraised value, or the total commitment amount of loans senior to our position divided by projected total cost basis. Detachment loan-to-value reflect the cumulative commitment amount of our loan and the loans senior to our position divided by as-completed appraised value, or the cumulative commitment amount of our loan and loans senior to our position divided by projected total cost basis.
(7)Loan 110 is an investment in an unconsolidated venture whose underlying interest is in a loan and was placed on nonaccrual status during in April 2020; as such, no income is being recognized.
The following table details the types of properties securing our senior and mezzanine loans and geographic distribution as of June 30, 2022 (dollars in thousands):
Book value (at BRSP share)
Collateral property typeCountSenior mortgage loansMezzanine loans Total% of Total
Multifamily67 $1,940,265 $63,098 $2,003,363 52.3 %
Office32 1,238,136 — 1,238,136 32.3 %
Hotel5 377,689 40,910 418,599 10.9 %
Other (Mixed-use)(1)
4 148,186 — 148,186 3.9 %
Industrial 2 25,239 — 25,239 0.6 %
Total 110 $3,729,515 $104,008 $3,833,523 100.0 %
Book value (at BRSP share)
RegionCountSenior mortgage loansMezzanine loans Total% of Total
US West44 $1,676,250 $87,414 $1,763,664 46.0 %
US Southwest45 1,253,229 4,474 1,257,703 32.8 %
US Northeast12 573,861 12,120 585,981 15.3 %
US Southeast9 226,175 — 226,175 5.9 %
Total 110 $3,729,515 $104,008 $3,833,523 100.0 %
_________________________________________
(1)Other includes commercial and residential development and predevelopment assets.
At June 30, 2022, our current expected credit loss reserve (“CECL”) calculated by our probability of default (“PD”)/loss given default (“LGD”) model for our outstanding loans and future loan funding commitments is $45.1 million, which is 1.08% of the aggregate commitment amount of our loan portfolio. This represents an increase of $10.2 million from $34.9 million or 0.85% of the aggregate commitment amount of our loan portfolio at March 31, 2022. This change was primarily driven by the current macroeconomic outlook and new loan originations.
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Asset Specific Loan Summaries
Berkeley, California Hotel Senior Loan and Mezzanine Loan
Loan TypeCollateral typeOrigination DateCarrying valuePrincipal balanceCoupon typeCash CouponUnlevered all-in yieldExtended maturity date
Loan-to-value(1)
Q2 Risk ranking
Loan 4SeniorHotel6/28/2018$119,737 $120,000 Floating3.2%5.2%7/9/202566%4
Loan 106MezzanineHotel9/23/201928,790 28,790 Fixed11.5%11.5%7/9/202566% – 81%4
______________________________________
(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
We originated a $109.8 million senior loan in 2018 to replace the sponsor’s existing financing on a hotel located in Berkeley, California (the “Berkeley Hotel”). The hotel includes meeting space, full-service restaurants and tennis club facilities. The loan included an initial funding of $98.8 million with an additional $11.0 million of future advances. The sponsor purchased the Berkeley Hotel in 2014 for a purchase price of $89.5 million and has spent a significant amount on capital improvements. In September 2019, we upsized the senior loan to $120.0 million and provided a $28.3 million mezzanine loan to facilitate the sponsor’s acquisition of a third party’s equity interest in the property. Due to the COVID-19 pandemic, the Berkeley Hotel was closed from April through July of 2020, during which time the loan stayed current through the combination of federal loans (Paycheck Protection Program), borrower reserves, and lender advances from the mezzanine loan.
The hotel partially re-opened in August 2020 and shortly thereafter began generating cash flow. Operating performance steadily improved in 2021 at the Berkeley Hotel. Due to seasonality, cash flows during certain months have been insufficient to service the debt, and during those months the borrower supported debt service out-of-pocket. Net cash flow was negative in January and February 2022 due to anticipated seasonality, however net cash flow exceeded debt service for March through June 2022. Given mutual cooperation and commitment by the borrower, we entered into an amendment to delay the debt service hurdle test until the loan maturity in July 2023 in exchange for the borrower funding two additional months of interest to the interest reserve, bringing the total interest reserve balance to three months of interest on both the senior and mezzanine loans. COVID-19 cases and regulations in California continue to impact the local economy, which may influence future borrower actions and support at the Berkeley Hotel and have a negative impact on performance of the asset and the value of our investment interest.
Long Island City, New York Office Senior Loans
Loan TypeCollateral typeOrigination DateCarrying valuePrincipal balanceCoupon typeCash CouponUnlevered all-in yieldExtended maturity date
Loan-to-value(1)
Q2 Risk ranking
Loan 10SeniorOffice5/29/2019$68,110 $68,110 Floating3.5%5.8%6/9/202459%4
Loan 11SeniorOffice4/5/201966,298 66,298 Floating3.3%5.6%4/9/202458%4
______________________________________
(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
We originated two senior mortgage loans on two transitional office properties to the same sponsorship group. However, the borrowing entities are unrelated and the loans are neither cross-collateralized nor cross defaulted.
The New York City metro office markets have experienced and continue to experience higher vacancy rates due to the COVID-19 pandemic and the effects of employee work from home arrangements. The Long Island City market has seen increases in vacancy as newly developed or renovated properties have become available for leasing. Additionally, the availability of significant sub-lease space in Long Island City has created additional supply at below market rents. While certain market participants project that office demand will increase in the near future, New York City office buildings continue to face headwinds to increase occupancy. As a result, the timeline may not be rapid enough to remedy the negative impact on our sponsor’s business plans and leasing activity for these two properties. Currently, the underlying individual property cash flows are insufficient to cover their respective debt service payments. Since March 2021 and as recently as January 2022, we have worked with the borrower on both loans, as applicable, to use certain future funding advances from the tenant improvements and leasing costs account to be used for interest carry and operations shortfalls, provided that the borrower would deposit an incremental six months of deposits for interest and carry reserves on such loans as additional protection.
Both loans generate incremental revenue from license agreements for rooftop signage. Loan 11 also generates incremental revenue from a license agreement for antenna space. Both Long Island City properties qualify for the industrial and commercial abatement programs (“ICAP”) which will result in lower real estate taxes for the next 15 years, subject to renewal on an annual basis. Subsequent to June 2022, Loan 10 property received the final certificate of eligibility resulting in a savings of $0.6 million for the 2022/2023 tax year. Our Loan 11 property is expected to receive the final certificate of eligibility in the third quarter of 2022, which will result in significant tax savings.
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In regard to leasing, as of June 30, 2022, Loan 10 has in-place leases for 10% of the property and Loan 11 has in-place leases for 30% of the property. There is a risk that Loan 10’s carrying value could exceed the value of the property if leasing activity does not improve. These uncertain market conditions and borrower actions may result in a future valuation impairment or investment loss.
New York, New York Hotel Mezzanine Loan
Loan TypeCollateral typeOrigination DateCarrying valuePrincipal balanceCoupon typeCash CouponUnlevered all-in yieldExtended maturity date
Loan-to-value(1)
Q2 Risk ranking
Loan 108MezzanineHotel1/9/2017$12,120 $12,000 Floating11.0%12.8%9/9/202263% - 76%5
______________________________________
(1)Loan-to-value is calculated using the as-is value on the date of loan origination.
We originated a $12.0 million mezzanine loan in 2017 in conjunction with a third party first mortgage loan of $60.0 million to finance the acquisition and capital improvements of a 289 key hotel located in New York City (the “New York Hotel”). The hotel features a full-service restaurant, meeting rooms, fitness center and business center. The sponsor acquired the hotel in 2017 for a purchase price of $95.0 million. In 2019, the hotel underwent a brand conversion.
As a result of COVID-19, hotel occupancy declined significantly starting in March 2020. However, in May 2020 the hotel obtained a contract with a government housing authority to lease rooms. The contract was on a month-to-month basis and as of June 30, 2022, the housing authority had vacated the hotel. The sponsor is currently undergoing a capital improvement plan, including purchasing certain furniture, bedding and towels, and plans to re-open on August 1, 2022. The borrower indicates forward bookings of 29% of room nights through December 2022. Additionally, the borrower is seeking a recapitalization to pay off the senior and mezzanine loans and implement a new hotel brand property improvement plan. The sponsor was unable to meet the reserve funding required for the extension of the March 2022 maturity date on both the senior and mezzanine loans. Default and reservation of rights letters have been issued by both lenders as a prudent measure. The loan is currently past due for the July 2022 interest payment. It is possible that uncertain market conditions and borrower actions may result in a future valuation impairment or investment loss.
Net Leased and Other Real Estate
Our net leased real estate investment strategy focuses on direct ownership in commercial real estate with an emphasis on properties with stable cash flow, which may be structurally senior to a third-party partner’s equity. In addition, we may own net leased real estate investments through joint ventures with one or more partners. As part of our net leased real estate strategy, we explore a variety of real estate investments including multi-tenant office, multifamily, student housing and industrial. Additionally, we have two investments in direct ownership of commercial real estate and own these operating real estate investments through joint ventures with one or more partners. Our properties are typically well-located with strong operating partners.
As of June 30, 2022, $781.5 million or 16.8% of our assets were invested in net leased and other real estate properties and these properties were 97.0% occupied. The following table presents our net leased and other real estate investments as of June 30, 2022 (dollars in thousands):
Count(1)
Carrying Value(2)
NOI for the three months ended June 30, 2022(3)
Net leased real estate8 $618,838 $12,420 
Other real estate2 162,684 3,739 
Total/Weighted average net leased and other real estate10 $781,522 $16,159 
________________________________________
(1)Count represents the number of investments.
(2)Represents carrying values at our share as of June 30, 2022; includes real estate tangible assets, deferred leasing costs and other intangible assets less intangible liabilities.
(3)Refer to “Non-GAAP Supplemental Financial Measures” for further information on NOI.
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The following table provides asset-level detail of our net leased and other real estate as of June 30, 2022:
Collateral typeCity, StateNumber of Properties
Rentable square feet (“RSF”) / units/keys(1)
Weighted average % leased(2)
Weighted average lease term (yrs)(3)
Net leased real estate
Net lease 1OfficeStavanger, Norway1 1,290,926 RSF100%8.2
Net lease 2IndustrialVarious - U.S.2 2,787,343 RSF100%16.1
Net lease 3OfficeAurora, CO1 183,529 RSF100%0.3
Net lease 4OfficeIndianapolis, IN1 338,000 RSF100%8.5
Net lease 5RetailVarious - U.S.7 319,600 RSF100%4.4
Net lease 6RetailKeene, NH1 45,471 RSF100%6.6
Net lease 7RetailFort Wayne, IN1 50,000 RSF100%2.2
Net lease 8RetailSouth Portland, ME1 52,900 RSF100%8.6
Total/Weighted average net leased real estate15 5,067,769 RSF100%10.8
Other real estate
Other real estate 1OfficeCreve Coeur, MO7 847,604 RSF87%4.0
Other real estate 2OfficeWarrendale, PA5 496,414 RSF82%3.2
Total/Weighted average other real estate12 1,344,018 RSF85%3.7
Total/Weighted average net leased and other real estate27 
_________________________________________
(1)Rentable square feet based on carry value at our share as of June 30, 2022.
(2)Represents the percent leased as of June 30, 2022. Weighted average calculation based on carrying value at our share as of June 30, 2022.
(3)Based on in-place leases (defined as occupied and paying leases) as of June 30, 2022, and assumes that no renewal options are exercised. Weighted average calculation based on carrying value at our share as of June 30, 2022.
Asset Specific Net Leased Summaries
Stavanger, Norway Office Net Lease
Collateral typeCity, StateNumber of PropertiesRentable square feet (“RSF”) / units/keysWeighted average % leasedWeighted average lease term (yrs)
Net lease 1OfficeStavanger, Norway1 1,290,926 RSF100%8.2
In July 2018, we acquired a class A office campus in Stavanger, Norway (the “Norway Net Lease”) for $320 million. This property is 100% occupied by a single tenant that is rated investment grade AA-/Aa2 from S&P and Moody’s, respectively. The property serves as their global headquarters. The Norway Net Lease requires the tenant to pay for all real estate related expenses, including operational expenditures, capital expenditures and municipality taxes. The Norway Net Lease has a weighted average remaining lease term of eight years and the tenant has the option to extend for two five-year periods at the same terms with rent adjusted to market rent, and there is a risk that the rent can decrease at that time. The Norway Net Lease also has annual rent increases based on the Norwegian CPI Index through 2030. The rent increase in 2022 was 5.1%. Our tenant has injected a significant amount of capital into improvements of the property over the past 10 years.
Financing on the Norway Net Lease consists of a mortgage payable of $161.9 million with a fixed rate of 3.9%, which matures in June 2025, at which time there will be five years remaining on the initial lease term. The financing includes a provision for annual appraisal valuation each May with loan-to-value (“LTV”) tests declining from 75% LTV beginning in year five, to 70% LTV after year eight and 65% LTV after year nine. The most recent valuation in May of 2022 resulted in a LTV of 67%. Market conditions could impact property valuations and continuing compliance with those annual tests, resulting in a cash trap subject to LTV rebalancing.
This five-year remaining lease term along with risk of a downward rent adjustment at the 2030 renewal, and a potential increase in interest rates, could adversely impact the refinancing or sale of the asset. The tenant has made all rent payments and is current on all its financial obligations under the lease. Both the lease payments and mortgage debt service are NOK denominated currency. We maintain a series of USD-NOK forward swaps for a total notional amount of 274 million NOK in order to minimize our foreign currency cash flow risk. These forward swaps occur quarterly through May 2024, where we have agreed to sell NOK and buy USD at a locked in forward curve rate. However, only the lease payments are hedged through May
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2024. The net equity and lease payments beyond May 2024 are not hedged at this time. Therefore, the Norway Net Lease net book value may be subject to fluctuations based on the USD-NOK impact on unhedged values.
Warehouse Distribution Portfolio Net Lease
Collateral typeCity, StateNumber of PropertiesRentable square feet (“RSF”) / units/keysWeighted average % leasedWeighted average lease term (yrs)
Net lease 2IndustrialVarious - U.S.2 2,787,343 RSF100%16.1
In August 2018 we acquired two warehouse distribution facilities located in Tracy, California and Tolleson, Arizona (the “Warehouse Distribution Portfolio”) for $292 million. These two properties are 100% occupied by a single tenant that is rated investment grade Ba1 from Moody’s. The tenant is a national grocer and these properties form a part of its national distribution network. The Warehouse Distribution Portfolio lease (the “Warehouse Distribution Portfolio Lease”) requires the tenant to pay for all real estate related expenses, including operational expenditures, capital expenditures and taxes. The tenant has invested a significant amount of capital expenditures into each property over the past few years and has plans for additional capital expenditures in 2022. The Warehouse Distribution Portfolio Lease has a remaining lease term of 16.1 years ending in 2038. The tenant has the option to extend the lease for nine five-year periods at the same terms with rent adjusted to market rent. The Warehouse Distribution Portfolio Lease also has annual rent increases of 1.5%. Financing on the Warehouse Distribution Portfolio consists of mortgage and mezzanine debt for a total combined amount payable of $200 million. The debt is interest only at a blended fixed rate of 4.8% and matures in September 2028. The debt has a defeasance provision for any early loan prepayment. The tenant has made all rent payments and is current on all its financial obligations under the Warehouse Distribution Portfolio Lease.
The Warehouse Distribution Portfolio has generated net operating income for the six months ended June 30, 2022, of $9.2 million; and the asset value on our consolidated balance sheet is $258.2 million as of June 30, 2022.
CRE Debt Securities
The following table presents an overview of our CRE debt securities as of June 30, 2022 (dollars in thousands):
Weighted Average(1)
CRE Debt Securities by ratings category
Number of SecuritiesBook valueCash couponUnlevered all-in yieldRemaining term (yrs)Ratings
“B-pieces” of CMBS securitization pools4 $36,154 2.8 %12.9 %4.9—
Total/Weighted Average 4 $36,154 2.8 %12.9 %4.9—
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(1)Weighted average metrics weighted by book value, except for cash coupon which is weighted by principal balance.
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Results of Operations
The following table summarizes our portfolio results of operations for the three months ended June 30, 2022 and March 31, 2022 (dollars in thousands):
Three Months Ended June 30,Three Months Ended March 31,Increase (Decrease)
20222022Amount%
Net interest income
Interest income$53,083 $44,570 $8,513 19.1 %
Interest expense(21,455)(16,072)(5,383)33.5 %
Interest income on mortgage loans held in securitization trusts9,721 9,375 346 3.7 %
Interest expense on mortgage obligations issued by securitization trusts(8,586)(8,488)(98)1.2 %
Net interest income 32,763 29,385 3,378 11.5 %
Property and other income
Property operating income21,781 24,168 (2,387)(9.9)%
Other income 787 276 511 n.m.
Total property and other income22,568 24,444 (1,876)(7.7)%
Expenses 
Property operating expense5,266 6,724 (1,458)(21.7)%
Transaction, investment and servicing expense982 1,124 (142)(12.6)%
Interest expense on real estate7,117 7,556 (439)(5.8)%
Depreciation and amortization8,720 8,594 126 1.5 %
Increase (decrease) of CECL reserve10,143 (866)11,009 n.m.
Compensation and benefits8,269 8,225 44 0.5 %
Operating expense4,070 4,349 (279)(6.4)%
Total expenses44,567 35,706 8,861 24.8 %
Other income (loss)
Other gain, net24,332 10,288 14,044 n.m.
Income before equity in earnings of unconsolidated ventures and income taxes35,096 28,411 6,685 23.5 %
Equity in earnings of unconsolidated ventures— 25 (25)(100.0)%
Income tax expense(465)(36)(429)n.m.
Net income$34,631 $28,400 $6,231 21.9 %

Comparison of Three Months Ended June 30, 2022 and March 31, 2022
Net Interest Income
Interest income
Interest income increased by $8.5 million to $53.1 million for the three months ended June 30, 2022 as compared to the three months ended March 31, 2022. The increase was primarily related to $6.5 million in interest from new loan originations, $2.5 million from higher SOFR and LIBOR rates and $1.9 million from a non-recurring loan prepayment fee. The increase was partially offset by $2.4 million due to loan repayments.
Interest expense
Interest expense increased by $5.4 million to $21.5 million for the three months ended June 30, 2022 as compared to the three months ended March 31, 2022. The increase was primarily due to $3.3 million related to higher SOFR and LIBOR rates and $2.5 million related to financing for loan originations. The increase was partially offset by $0.5 million related to payoffs of financing in connection with loan repayments.
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Net interest income on mortgage loans and obligations held in securitization trusts, net
Net interest income on mortgage loans and obligations held in securitization trusts, net increased by $0.2 million to $1.1 million for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022. The increase was primarily due to higher net income from our consolidated securitization trust.
Property and other income
Property operating income
Property operating income decreased by $2.4 million to $21.8 million for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022. The decrease was primarily the result of two property sales during the first quarter of 2022.
Other income
Other income increased by $0.5 million to $0.8 million for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022, primarily due to an increase in income from money market investments during the second quarter of 2022.
Expenses
Property operating expense
Property operating expense decreased by $1.5 million to $5.3 million for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022. The decrease was primarily the result of two property sales in the first quarter of 2022.
Transaction, investment and servicing expense
Transaction, investment and servicing expense decreased by $0.1 million to $1.0 million for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022, primarily due to $0.5 million relating to costs associated with the sale of a joint venture in the first quarter, partially offset by $0.3 million of other costs in the second quarter of 2022.
Interest expense on real estate
Interest expense on real estate decreased by $0.4 million to $7.1 million for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022. The decrease was primarily due to the repayment of a mortgage loan secured by one hotel property sold in the first quarter of 2022.
Depreciation and amortization
Depreciation and amortization expense increased by $0.1 million to $8.7 million for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022. The increase was primarily due to fixed asset and deferred leasing cost additions in the second quarter of 2022.
CECL Reserve
We recorded an increase of our CECL reserve of $10.1 million for the three months ended June 30, 2022 and a decrease of $0.9 million for the three months ended March 31, 2022. This increase was primarily driven by the current macroeconomic outlook and new loan originations.
Compensation and benefits
Compensation and benefits increased by a de minimis amount to $8.3 million for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022.
Operating expense
Operating expense decreased by $0.3 million to $4.1 million for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022. The decrease was primarily due to higher non-recurring costs incurred during the first quarter of 2022.
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Other income (loss)
Other gain, net
During the three months ended June 30, 2022, we recorded other gain, net of $24.3 million primarily due to the sale of a preferred equity investment in the second quarter of 2022. During the three months ended March 31, 2022, we recorded other gain, net of $10.3 million primarily due to two property sales in the first quarter of 2022.
Income tax expense
Income tax expense increased by $0.4 million for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022, due to an income tax accrual recorded in the first quarter of 2022.
The following table summarizes our portfolio results of operations for the six months ended June 30, 2022 and June 30, 2021 (dollars in thousands):
Six Months Ended June 30,Increase (Decrease)
20222021Amount%
Net interest income
Interest income$97,654 $72,295 $25,359 35.1 %
Interest expense(37,527)(25,488)(12,039)47.2 %
Interest income on mortgage loans held in securitization trusts19,095 31,079 (11,984)(38.6)%
Interest expense on mortgage obligations issued by securitization trusts(17,074)(27,447)10,373 (37.8)%
Net interest income 62,148 50,439 11,709 23.2 %
Property and other income
Property operating income45,948 50,521 (4,573)(9.1)%
Other income 1,063 1,155 (92)(8.0)%
Total property and other income47,011 51,676 (4,665)(9.0)%
Expenses 
Management fee expense— 9,596 (9,596)(100.0)%
Property operating expense11,990 14,869 (2,879)(19.4)%
Transaction, investment and servicing expense2,106 2,932 (826)(28.2)%
Interest expense on real estate14,673 16,410 (1,737)(10.6)%
Depreciation and amortization17,314 19,533 (2,219)(11.4)%
Increase (decrease) of CECL reserve9,277 4,425 4,852 n.m.
Compensation and benefits16,494 16,839 (345)(2.0)%
Operating expense 8,419 9,809 (1,390)(14.2)%
Restructuring charges— 109,321 (109,321)(100.0)%
Total expenses80,273 203,734 (123,461)(60.6)%
Other income (loss)
Unrealized gain on mortgage loans and obligations held in securitization trusts, net— 28,154 (28,154)(100.0)%
Realized loss on mortgage loans and obligations held in securitization trusts, net— (19,516)19,516 (100.0)%
Other gain, net34,620 9,203 25,417 n.m.
Income (loss) before equity in earnings of unconsolidated ventures and income taxes63,506 (83,778)147,284 n.m.
Equity in earnings (loss) of unconsolidated ventures25 (36,266)36,291 n.m.
Income tax benefit (expense)(501)1,935 (2,436)n.m.
Net income (loss)$63,030 $(118,109)$181,139 n.m.

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Comparison of Six Months Ended June 30, 2022 and June 30, 2021
Net Interest Income
Interest income
Interest income increased by $25.4 million to $97.7 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. The increase was primarily due to $38.5 million in interest from new loan originations, $4.1 million in non-recurring profit participation income and $2.3 million received in non-recurring yield maintenance. This was partially offset by $18.0 million related to loan repayments.
Interest expense
Interest expense increased by $12.0 million to $37.5 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. The increase was driven by $9.6 million related to financing for loan originations and $2.6 million related to the BRSP 2021-FL1 securitization.
Net interest income on mortgage loans and obligations held in securitization trusts, net
Net interest income on mortgage loans and obligations held in securitization trusts, net decreased by $1.6 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, primarily due to the sale of the retained interest of a securitization trust during 2021.
Property and other income
Property operating income
Property operating income decreased by $4.6 million to $45.9 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. The decrease was primarily the result of the sale of an industrial portfolio in the first quarter of 2021 and two property sales in the first quarter of 2022.
Other income
Other income of $1.1 million was recorded during the six months ended June 30, 2022, which primarily relates to special servicing income associated with a securitization trust and income from money market investments. Other income of $1.2 million was recorded during the six months ended June 30, 2021, which relates to a one-time reimbursement received on a previously resolved transaction.
Expenses
Management fee expense
Management fee expense decreased by $9.6 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. The decrease is due to the termination of the management agreement (the “Management Agreement”) with our former manager (the “Manager”), a subsidiary of DigitalBridge Group, Inc. that occurred in April 2021.
Property operating expense
Property operating expense decreased by $2.9 million to $12.0 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. The decrease was primarily the result of two property sales in the first quarter of 2022 and the sale of an industrial portfolio in the first quarter of 2021.
Transaction, investment and servicing expense
Transaction, investment and servicing expense decreased by $0.8 million to $2.1 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, primarily due to higher franchise tax refunds received in the first quarter of 2021.
Interest expense on real estate
Interest expense on real estate decreased by $1.7 million to $14.7 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. This decrease was primarily due to the repayments of mortgage loans secured by two properties sold in the first quarter of 2022 and an industrial portfolio that was sold in the first quarter of 2021.
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Depreciation and amortization
Depreciation and amortization expense decreased by $2.2 million to $17.3 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. The decrease was primarily the result of two property sales in the first quarter of 2022.
Increase (decrease) of CECL reserve
We recorded a CECL reserve of $9.3 million and $4.4 million for the six months ended June 30, 2022 and the six months ended June 30, 2021, respectively. This increase was primarily driven by the current macroeconomic outlook and new loan originations.
Compensation and benefits
Compensation and benefits decreased by $0.3 million to $16.5 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. This decrease was driven by higher stock compensation due to accelerated vesting of shares owned by employees of our former Manager following the internalization of our management in the second quarter of 2021.
Operating expense
Operating expense decreased by $1.4 million to $8.4 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. This decrease was due to lower operating expenses following the internalization of our management and operating functions (the “Internalization”) on April 30, 2021.
Restructuring Charges
During the six months ended June 30, 2021, we recorded $109.3 million in restructuring costs related to the termination of our Management Agreement with our previous Manager. This consisted of a one-time cash payment of $102.3 million to our previous Manager paid on April 30, 2021 and $7.0 million in additional restructuring costs consisting primarily of fees paid for legal and investment banking advisory services.
Other income (loss)
Unrealized gain (loss) on mortgage loans and obligations held in securitization trusts, net
During the six months ended June 30, 2022, we recorded no unrealized gain or loss on mortgage loans and obligations held in securitization trusts, net. During the six months ended June 30, 2021, we recorded a reversal of an unrealized loss of $28.2 million primarily due to the sale of retained investments in the subordinate tranches of one securitization trust and the sale of two underlying loans held within one of our retained investments in the subordinate tranches of another securitization trust. Upon the sales, the accumulated unrealized losses related to the retained investments were reversed and realized.
Realized loss on mortgage loans and obligations held in securitization trusts, net
During the six months ended June 30, 2022, we recorded no realized gain or loss on mortgage loans and obligations held in securitization trusts, net. During the six months ended June 30, 2021, we recorded a realized loss of $19.5 million on mortgage loans and obligations held in securitization trusts, net. This was due to the realized loss upon sale of the retained investments in the subordinate tranches of one securitization trust in the second quarter of 2021.
Other gain, net
During the six months ended June 30, 2022, we recorded other gain, net of $34.6 million, primarily due to realized gains on two property sales in the first quarter of 2022 and the sale of a preferred equity investment in the second quarter of 2022. During the six months ended June 30, 2021, we recorded other gain, net of $9.2 million primarily due to a realized gain on the sale of an industrial portfolio.
Equity in earnings (loss) of unconsolidated ventures
During the six months ended June 30, 2022, equity in earnings (loss) of unconsolidated ventures increased by $36.3 million as compared to the six months ended June 30, 2021. This was primarily due to fair value loss adjustments recorded on three equity method investments during the second quarter of 2021.
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Income tax benefit (expense)
Income tax benefit decreased by $2.4 million to an expense $0.5 million for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, primarily due to a one-time benefit from a tax capital loss carryback on private equity investments recorded during the six months ended June 30, 2021.
Book Value Per Share
The following table calculates our GAAP book value per share and undepreciated book value per share ($ in thousands, except per share data):
June 30, 2022December 31, 2021
Stockholders’ Equity excluding noncontrolling interests in investment entities$1,452,008 $1,489,843 
Shares
     Class A common stock128,965 129,769 
     OP units— 3,076 
Total outstanding128,965 132,845 
GAAP book value per share$11.26 $11.22 
Accumulated depreciation and amortization per share$1.16 $1.15 
Undepreciated book value per share$12.42 $12.37 
Non-GAAP Supplemental Financial Measures
Distributable Earnings
We present Distributable Earnings, which is a non-GAAP supplemental financial measure of our performance. We believe that Distributable Earnings provides meaningful information to consider in addition to our net income and cash flow from operating activities determined in accordance with U.S. GAAP, and this metric is a useful indicator for investors in evaluating and comparing our operating performance to our peers and our ability to pay dividends. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 2018. As a REIT, we are required to distribute substantially all of our taxable income and we believe that dividends are one of the principal reasons investors invest in credit or commercial mortgage REITs such as our company. Over time, Distributable Earnings has been a useful indicator of our dividends per share and we consider that measure in determining the dividend, if any, to be paid. This supplemental financial measure also helps us to evaluate our performance excluding the effects of certain transactions and U.S. GAAP adjustments that we believe are not necessarily indicative of our current portfolio and operations.
We define Distributable Earnings as U.S. GAAP net income (loss) attributable to our common stockholders (or, without duplication, the owners of the common equity of our direct subsidiaries, such as our OP) and excluding (i) non-cash equity compensation expense, (ii) the expenses incurred in connection with our formation or other strategic transactions, (iii) the incentive fee, (iv) acquisition costs from successful acquisitions, (v) gains or losses from sales of real estate property and impairment write-downs of depreciable real estate, including unconsolidated joint ventures and preferred equity investments, (vi) CECL reserves determined by probability of default/loss given default (“PD/LGD”) model, (vii) depreciation and amortization, (viii) any unrealized gains or losses or other similar non-cash items that are included in net income for the current quarter, regardless of whether such items are included in other comprehensive income or loss, or in net income, (ix) one-time events pursuant to changes in U.S. GAAP and (x) certain material non-cash income or expense items that in the judgment of management should not be included in Distributable Earnings. For clauses (ix) and (x), such exclusions shall only be applied after approval by a majority of our independent directors. Distributable Earnings include CECL reserves when realized. Loan losses are realized when such amounts are deemed nonrecoverable at the time the loan is repaid, or if the underlying asset is sold following foreclosure, or if we determine that it is probable that all amounts due will not be collected; realized loan losses to be included in Distributable Earnings is the difference between the cash received, or expected to be received, and the book value of the asset.
Additionally, we define Adjusted Distributable Earnings as Distributable Earnings excluding (i) realized gains and losses on asset sales, (ii) fair value adjustments, which represent mark-to-market adjustments to investments in unconsolidated ventures based on an exit price, defined as the estimated price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants, (iii) unrealized gains or losses, (iv) realized CECL reserves and (v) one-time gains or losses that in the judgement of management should not be included in Adjusted Distributable Earnings. We believe Adjusted Distributable Earnings is a useful indicator for investors to further evaluate and compare our operating
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performance to our peers and our ability to pay dividends, net of the impact of any gains or losses on assets sales or fair value adjustments, as described above.
Distributable Earnings and Adjusted Distributable Earnings do not represent net income or cash generated from operating activities and should not be considered as an alternative to U.S. GAAP net income or an indication of our cash flows from operating activities determined in accordance with U.S. GAAP, a measure of our liquidity, or an indication of funds available to fund our cash needs. In addition, our methodology for calculating Distributable Earnings and Adjusted Distributable Earnings may differ from methodologies employed by other companies to calculate the same or similar non-GAAP supplemental financial measures, and accordingly, our reported Distributable Earnings and Adjusted Distributable Earnings may not be comparable to the Distributable Earnings and Adjusted Distributable Earnings reported by other companies.
The following table presents a reconciliation of net income (loss) attributable to our common stockholders to Distributable Earnings and Adjusted Distributable Earnings attributable to our common stockholders and noncontrolling interest of the Operating Partnership (dollars and share amounts in thousands, except per share data) for the three and six months ended June 30, 2022 and 2021:

Three Months Ended June 30,
20222021
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$34,287 $(19,720)
Adjustments:
Net income (loss) attributable to noncontrolling interest of the Operating Partnership359 (437)
Non-cash equity compensation expense2,286 5,443 
Transaction costs— 150 
Depreciation and amortization8,711 9,801 
Net unrealized loss (gain):
Other unrealized gain on investments(1,940)(23,310)
CECL reserves10,143 1,201 
Gain on sales of real estate, preferred equity and investments in unconsolidated joint ventures(22,210)— 
Adjustments related to noncontrolling interests(191)(192)
Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership$31,445 $(27,064)
Distributable Earnings (Loss) per share(1)
$0.24 $(0.20)
Adjustments:
Fair value adjustments— 32,039 
Realized loss on CRE debt securities sales— 22,075 
Adjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership$31,445 $27,050 
Adjusted Distributable Earnings per share(1)
$0.24 $0.20 
Weighted average number of common shares and OP units(1)
131,522 132,788 
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(1)We calculate Distributable Earnings (Loss) per share, and Adjusted Distributable Earnings per share, non-GAAP financial measures, based on a weighted-average number of common shares and OP units (held by members other than us or our subsidiaries). For the three months ended June 30, 2021, weighted average number of common shares includes 3.1 million OP units. For the three months ended June 30, 2022 includes 3.1 million OP units until their redemption in May 2022.

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Six Months Ended June 30,
20222021
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$62,010 $(112,034)
Adjustments:
Net income (loss) attributable to noncontrolling interest of the Operating Partnership1,013 (2,390)
Non-cash equity compensation expense4,166 9,705 
Transaction costs— 109,321 
Depreciation and amortization17,314 19,559 
Net unrealized loss (gain):
Other unrealized gain on investments(492)(31,682)
CECL reserves9,277 4,426 
Gain on sales of real estate, preferred equity and investments in unconsolidated joint ventures(32,713)(9,782)
Adjustments related to noncontrolling interests(355)(367)
Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership$60,220 $(13,244)
Distributable Earnings (Loss) per share(1)
$0.46 $(0.10)
Adjustments:
Fair value adjustments— 35,344 
Realization of CRE debt securities mark-to-market loss— 990 
Realized loss on CRE debt securities sales— 21,944 
Adjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders and noncontrolling interest of the Operating Partnership$60,220 $45,034 
Adjusted Distributable Earnings per share(1)
$0.46 $0.34 
Weighted average number of common shares and OP units(1)
132,168 132,755 
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(1)We calculate Distributable Earnings (Loss) per share, and Adjusted Distributable Earnings per share, non-GAAP financial measures, based on a weighted-average number of common shares and OP units (held by members other than us or our subsidiaries). For the six months ended June 30, 2021, weighted average number of common shares includes 3.1 million OP units. For the six months ended June 30, 2022 includes 3.1 million OP units until their redemption in May 2022.

NOI
We believe NOI to be a useful measure of operating performance of our net leased and other real estate portfolios as they are more closely linked to the direct results of operations at the property level. NOI excludes historical cost depreciation and amortization, which are based on different useful life estimates depending on the age of the properties, as well as adjustments for the effects of real estate impairment and gains or losses on sales of depreciated properties, which eliminate differences arising from investment and disposition decisions. Additionally, by excluding corporate level expenses or benefits such as interest expense, any gain or loss on early extinguishment of debt and income taxes, which are incurred by the parent entity and are not directly linked to the operating performance of the Company’s properties, NOI provides a measure of operating performance independent of the Company’s capital structure and indebtedness. However, the exclusion of these items as well as others, such as capital expenditures and leasing costs, which are necessary to maintain the operating performance of the Company’s properties, and transaction costs and administrative costs, may limit the usefulness of NOI. NOI may fail to capture significant trends in these components of U.S. GAAP net income (loss) which further limits its usefulness.
NOI should not be considered as an alternative to net income (loss), determined in accordance with U.S. GAAP, as an indicator of operating performance. In addition, our methodology for calculating NOI involves subjective judgment and discretion and may differ from the methodologies used by other companies, when calculating the same or similar supplemental financial measures and may not be comparable with other companies.
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The following tables present a reconciliation of net income (loss) on our net leased and other real estate portfolios attributable to our common stockholders to NOI attributable to our common stockholders (dollars in thousands) for the three and six months ended June 30, 2022 and 2021:
Three Months Ended June 30,
20222021
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$34,287 $(19,720)
Adjustments:
Net (income) loss attributable to non-net leased and other real estate portfolios(1)
(31,577)21,166 
Net income (loss) attributable to noncontrolling interests in investment entities(15)23 
Amortization of above- and below-market lease intangibles(59)(208)
Interest income— 9 
Interest expense on real estate7,117 7,777 
Other income(17)36 
Transaction, investment and servicing expense52 63 
Depreciation and amortization8,664 9,949 
Operating expense56 61 
Other gain on investments, net(2,101)(1,237)
Income tax expense (benefit)49 (86)
NOI attributable to noncontrolling interest in investment entities(297)(3,968)
Total NOI, at share$16,159 $13,865 
________________________________________
(1)Net loss attributable to non-net leased and other real estate portfolio includes net (income) loss on our senior and mezzanine loans and preferred equity, CRE debt securities and corporate business segments.

Six Months Ended June 30,
20222021
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders$62,010 $(112,034)
Adjustments:
Net (income) loss attributable to non-net leased and other real estate portfolios(1)
(47,505)122,578 
Net income (loss) attributable to noncontrolling interests in investment entities7 (109)
Amortization of above- and below-market lease intangibles(101)(25)
Interest income— 18 
Interest expense on real estate14,673 16,410 
Other income(17)2 
Transaction, investment and servicing expense407 51 
Depreciation and amortization17,215 19,488 
Operating expense247 92 
Other gain on investments, net(13,196)(10,733)
Income tax expense (benefit)118 (111)
NOI attributable to noncontrolling interest in investment entities(606)(7,966)
Total NOI, at share$33,252 $27,661 
________________________________________
(1)Net loss attributable to non-net leased and other real estate portfolio includes net (income) loss on our senior and mezzanine loans and preferred equity, CRE debt securities and corporate business segments.

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Liquidity and Capital Resources
Overview
Our material cash commitments include commitments to repay borrowings, finance our assets and operations, meet future funding obligations, make distributions to our stockholders and fund other general business needs. We use significant cash to make investments, meet commitments to existing investments, repay the principal of and interest on our borrowings and pay other financing costs, make distributions to our stockholders and fund our operations.
Our primary sources of liquidity include cash on hand, cash generated from our operating activities and cash generated from asset sales and investment maturities. However, subject to maintaining our qualification as a REIT and our Investment Company Act exclusion, we may use several sources to finance our business, including bank credit facilities (including term loans and revolving facilities), master repurchase facilities and securitizations, as described below. In addition to our current sources of liquidity, there may be opportunities from time to time to access liquidity through public offerings of debt and equity securities. We have sufficient sources of liquidity to meet our material cash commitments for the next 12 months and beyond.
Financing Strategy
We have a multi-pronged financing strategy that included an up to $165 million secured revolving credit facility as of June 30, 2022, up to approximately $2.3 billion in secured revolving repurchase facilities, $1.4 billion in non-recourse securitization financing, $631 million in commercial mortgages and $28 million in other asset-level financing structures (refer to “Bank Credit Facility” section below for further discussion). In addition, we may use other forms of financing, including additional warehouse facilities, public and private secured and unsecured debt issuances and equity or equity-related securities issuances by us or our subsidiaries. We may also finance a portion of our investments through the syndication of one or more interests in a whole loan. We will seek to match the nature and duration of the financing with the underlying asset’s cash flow, including using hedges, as appropriate.
Debt-to-Equity Ratio
The following table presents our debt-to-equity ratio:
June 30, 2022December 31, 2021
Debt-to-equity ratio(1)
2.2x2.0x
_________________________________________
(1)Represents (i) total outstanding secured debt less cash and cash equivalents of $317.7 million and $259.7 million at June 30, 2022 and December 31, 2021, respectively to (ii) total equity, in each case, at period end.
Potential Sources of Liquidity
The COVID-19 pandemic has had a significant impact on our business, and we have taken actions since its onset to protect our liquidity. However, there is still uncertainty regarding the pandemic’s impact on the financial condition of our borrowers and their ability to make their monthly mortgage payments and remain in compliance with loan covenants and terms. The failure of our borrowers to meet their loan obligations may trigger repayments under our Bank Credit Facility and Master Repurchase Facilities.
If our operating real estate lessees are unable to make monthly rent payments, we would be unable to make our monthly mortgage payments which could result in defaults under these obligations or trigger repayments under our Bank Credit Facility. If these events were to occur, we may not have sufficient available cash to repay amounts due.
Furthermore, as discussed in greater detail above under “Factors Impacting Our Operating Results,” overall market uncertainty coupled with rising inflation and interest rates have tempered the loan financing markets recently. A rising interest rate environment will result in increased interest expense on our variable rate debt that is not hedged and may result in disruptions to our borrowers’ and tenants’ ability to finance their activities, which could similarly adversely impact their ability to make their monthly mortgage payments and meet their loan obligations. Additionally, due to the current market conditions, warehouse lenders may take a more conservative stance by increasing funding costs, which may also lead to margin calls.
Our primary sources of liquidity include borrowings available under our credit facilities, master repurchase facilities and CMBS facilities and monthly mortgage payments.
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Bank Credit Facilities
We use bank credit facilities (including term loans and revolving facilities) to finance our business. These financings may be collateralized or non-collateralized and may involve one or more lenders. Credit facilities typically have maturities ranging from two to five years and may accrue interest at either fixed or floating rates.
On January 28, 2022, BrightSpire Capital Operating Company, LLC (“BrightSpire OP”) (together with certain subsidiaries of BrightSpire OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the several lenders from time to time party thereto (the “Lenders”), pursuant to which the Lenders agreed to provide a revolving credit facility in the aggregate principal amount of up to $165.0 million, of which up to $25.0 million is available as letters of credit. Loans under the Credit Agreement may be advanced in U.S. dollars and certain foreign currencies, including euros, pounds sterling and swiss francs. The Credit Agreement amended and restated BrightSpire OP’s prior $300.0 million revolving credit facility that would have matured on February 1, 2022.
The Credit Agreement also includes an option for the Borrowers to increase the maximum available principal amount to up to $300.0 million, subject to one or more new or existing Lenders agreeing to provide such additional loan commitments and satisfaction of other customary conditions.
Advances under the Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower’s election, either (x) an adjusted SOFR rate plus a margin of 2.25%, or (y) a base rate equal to the highest of (i) the Wall Street Journal’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the adjusted SOFR rate plus 1.00%, plus a margin of 1.25%. An unused commitment fee at a rate of 0.25% or 0.35%, per annum, depending on the amount of facility utilization, applies to un-utilized borrowing capacity under the Credit Agreement. Amounts owed under the Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a SOFR rate election is in effect.
The maximum amount available for borrowing at any time under the Credit Agreement is limited to a borrowing base valuation of certain investment assets, with the valuation of such investment assets generally determined according to a percentage of adjusted net book value. As of June 30, 2022, the borrowing base valuation is sufficient to permit borrowings of up to $165.0 million. If any borrowing is outstanding for more than 180 days after its initial draw, the borrowing base valuation will be reduced by 50% until all outstanding borrowings are repaid in full. The ability to borrow new amounts under the Credit Agreement terminates on January 31, 2026, at which time BrightSpire OP may, at its election and by written notice to the Administrative Agent, extend the termination date for two (2) additional terms of six (6) months each, subject to the terms and conditions in the Credit Agreement, resulting in a latest termination date of January 31, 2027.
The obligations of the Borrowers under the Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement by substantially all material wholly owned subsidiaries of BrightSpire OP (the “Guarantors”) in favor of the Administrative Agent (the “Guarantee and Collateral Agreement”) and, subject to certain exceptions, secured by a pledge of substantially all equity interests owned by the Borrowers and the Guarantors, as well as by a security interest in deposit accounts of the Borrowers and the Guarantors in which the proceeds of investment asset distributions are maintained.
The Credit Agreement contains various affirmative and negative covenants, including, among other things, the obligation of the Company to maintain REIT status and be listed on the New York Stock Exchange, and limitations on debt, liens and restricted payments. In addition, the Credit Agreement includes the following financial covenants applicable to BrightSpire OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of BrightSpire OP to be greater than or equal to the sum of (i) $1,112,000,000 and (ii) 70% of the net cash proceeds received by BrightSpire OP from any offering of its common equity after September 30, 2021 and of the net cash proceeds from any offering by the Company of its common equity to the extent such proceeds are contributed to BrightSpire OP, excluding any such proceeds that are contributed to BrightSpire OP within ninety (90) days of receipt and applied to acquire capital stock of BrightSpire OP; (b) BrightSpire OP’s ratio of EBITDA plus lease expenses to fixed charges for any period of four (4) consecutive fiscal quarters to be not less than 1.50 to 1.00; (c) BrightSpire OP’s minimum interest coverage ratio to be not less than 3.00 to 1.00; and (d) BrightSpire OP’s ratio of consolidated total debt to consolidated total assets to be not more than 0.80 to 1.00. The Credit Agreement also includes customary events of default, including, among other things, failure to make payments when due, breach of covenants or representations, cross default to material indebtedness, material judgment defaults, bankruptcy matters involving any Borrower or any Guarantor and certain change of control events. The occurrence of an event of default will limit the ability of BrightSpire OP and its subsidiaries to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.
As of June 30, 2022, we were in compliance with all of our financial covenants under the Credit Agreement.
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Master Repurchase Facilities and CMBS Credit Facilities
Currently, our primary source of financing is our Master Repurchase Facilities, which we use to finance the origination of senior loans, and CMBS Credit Facilities, which we use to finance the purchase of securities. Repurchase agreements effectively allow us to borrow against loans, participations and securities that we own in an amount generally equal to (i) the market value of such loans, participations and/or securities multiplied by (ii) the applicable advance rate. Under these agreements, we sell our loans, participations and securities to a counterparty and agree to repurchase the same loans and securities from the counterparty at a price equal to the original sales price plus an interest factor. During the term of a repurchase agreement, we receive the principal and interest on the related loans, participations and securities and pay interest to the lender under the master repurchase agreement. We intend to maintain formal relationships with multiple counterparties to obtain master repurchase financing of favorable terms.
During the first quarter of 2022, we entered into amendments under our five Master Repurchase Facilities and/or associated guarantees to reduce the minimum tangible net worth covenant requirement from $1.35 billion to $1.11 billion.
Additionally, during the first quarter of 2022, we entered into amendments under four of our Master Repurchase Facilities to expand the eligibility criteria to allow for loans indexed to SOFR, and to allow for borrowings under those facilities to also be indexed to SOFR.
During the second quarter of 2022, we entered into amendments under our Master Repurchase Facility with Bank 7 and Bank 9 to increase the facility sizes by $100 million and extend the maturity dates by one year for each facility.
Subsequent to June 30, 2022, we entered into amendments under our Master Repurchase Facility with Bank 1 and Bank 3 to extend the maturity date by one year and four years, respectively.
As of June 30, 2022, we had entered into eight master repurchase agreements (collectively the “CMBS Credit Facilities”) to finance CMBS investments. The CMBS Credit Facilities are on a recourse basis and contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of this type. The CMBS Credit Facilities were undrawn as of June 30, 2022.
The following table presents a summary of our Master Repurchase and Bank Credit Facilities as of June 30, 2022 (dollars in thousands):
Maximum Facility SizeCurrent BorrowingsWeighted Average Final Maturity (Years)
Weighted Average Interest Rate(1)
Master Repurchase Facilities
Bank 1$400,000 $250,162 3.8  LIBOR/SOFR + 1.82%
Bank 3600,000 396,202 0.8  LIBOR/SOFR + 1.95%
Bank 7600,000 415,795 3.8  LIBOR/SOFR + 1.79%
Bank 8250,000 158,504 0.9  LIBOR/SOFR + 2.18%
Bank 9400,000 266,904 4.9  LIBOR/SOFR + 1.70%
Total Master Repurchase Facilities2,250,000 1,487,567 
Bank Credit Facility165,000 — 4.5 SOFR + 2.25%
Total Facilities$2,415,000 $1,487,567 
_________________________________________
(1)The Company utilized the Secured Overnight Financing Rate (“SOFR”) for all deals beginning January 1, 2022.

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The following table presents the quarterly average unpaid principal balance (“UPB”), end of period UPB and the maximum UPB at any month-end related to our Master Repurchase and Bank Credit Facilities (dollars in thousands):
Quarter EndedQuarterly Average UPBEnd of Period UPBMaximum UPB at Any Month-End
June 30, 2022$1,343,678 $1,487,567 $1,503,297 
March 31, 20221,052,4551,199,7891,199,789
December 31, 2021731,792905,122905,122
September 30, 2021780,625558,461622,961
June 30, 2021895,356 1,002,789 1,002,789 
March 31, 2021661,573 787,923 787,923 
The increase in our end of period UPB from March 31, 2022 to June 30, 2022 was driven by the origination of new loans during the period.
Securitizations
We may seek to utilize non-recourse long-term securitizations of our investments in mortgage loans, especially loan originations, to the extent consistent with the maintenance of our REIT qualification and exclusion from the Investment Company Act in order to generate cash for funding new investments. This would involve conveying a pool of assets to a special purpose vehicle (or the issuing entity), which would issue one or more classes of non-recourse notes pursuant to the terms of an indenture. The notes would be secured by the pool of assets. In exchange for the transfer of assets to the issuing entity, we would receive the cash proceeds on the sale of non-recourse notes and a 100% interest in the equity of the issuing entity. The securitization of our portfolio investments might magnify our exposure to losses on those portfolio investments because any equity interest we retain in the issuing entity would be subordinate to the notes issued to investors and we would, therefore, absorb all of the losses sustained with respect to a securitized pool of assets before the owners of the notes experience any losses.
In October 2019, we executed a securitization transaction through our wholly-owned subsidiaries, CLNC 2019-FL1, Ltd. and CLNC 2019-FL1, LLC (collectively, “CLNC 2019-FL1”), which resulted in the sale of $840.4 million of investment grade notes.
On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors relevant to CLNC 2019-FL1 would cease to be published or no longer be representative after June 30, 2023. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. As of June 17, 2021, the benchmark index interest rate was converted from LIBOR to SOFR, plus a benchmark adjustment of 11.448 basis points with a lookback period equal to the number of calendar days in the applicable Interest Accrual Period plus two SOFR business days, conforming with the indenture agreement and recommendations from the ARRC. Compounded SOFR for any interest accrual period shall be the “30-Day Average SOFR” as published by the Federal Reserve Bank of New York on each benchmark determination date.
As of February 19, 2022, the benchmark index interest rate was converted from Compounded SOFR to Term SOFR, plus a benchmark adjustment of 11.448 basis points, conforming with the indenture agreement. Term SOFR for any interest accrual period shall be the one month CME Term SOFR reference rate as published by the CME Group benchmark administration on each benchmark determination date.
As of June 30, 2022, the CLNC 2019-FL1 mortgage assets are indexed to LIBOR and the borrowings under CLNC 2019-FL1 are indexed to Term SOFR, creating an underlying benchmark index rate basis difference between CLNC 2019-FL1 assets and liabilities, which is meant to be mitigated by the benchmark replacement adjustment described above. We have the right to transition the CLNC 2019-FL1 mortgage assets to SOFR, eliminating the basis difference between CLNC 2019-FL1 assets and liabilities, and will make the determination taking into account the loan portfolio as a whole. The transition to SOFR is not expected to have a material impact to CLNC 2019-FL1’s assets and liabilities and related interest expense.
CLNC 2019-FL1 included a two-year reinvestment feature that allowed us to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in CLNC 2019-FL1, subject to the satisfaction of certain conditions set forth in the indenture. The reinvestment period for CLNC 2019-FL1 expired on October 19, 2021. During the first half of 2022, five loans held in CLNC 2019-FL1 were repaid, totaling $138.4 million. The proceeds from the five loan payoffs were used to amortize the securitization bonds in accordance with the securitization priority of payments. As of August 2, 2022, the securitization advance rate was 80.9% at a weighted average cost of funds of Adjusted Term SOFR plus 1.66% (before transaction costs).
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Additionally, CLNC 2019-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. While we continue to closely monitor all loan investments contributed to CLNC 2019-FL1, a deterioration in the performance of an underlying loan could negatively impact our liquidity position.
In July 2021, we executed a securitization transaction through our subsidiaries BRSP 2021-FL1 Ltd. and BRSP 2021-FL1, LLC, which resulted in the sale of $670 million of investment grade notes. The securitization reflects an advance rate of 83.75% at a weighted costs of funds of LIBOR plus 1.49% (before transaction expenses) and is collateralized by a pool of 33 senior loan investments.
BRSP 2021-FL1 includes a two-year reinvestment feature that allows us to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in BRSP 2021-FL1, subject to the satisfaction of certain conditions set forth in the indenture. In addition to existing eligible loans available for reinvestment, the continued origination of securitization eligible loans is required to ensure that we reinvest the available proceeds within BRSP 2021-FL1. During the first half of 2022 and through August 2, 2022, five loans held in BRSP 2021-FL1 were fully repaid, totaling $73.8 million. We replaced the repaid loans by contributing existing loan investments of equal value.
Additionally, BRSP 2021-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. We will continue to closely monitor all loan investments contributed to BRSP 2021-FL1, a deterioration in the performance of an underlying loan could negatively impact our liquidity position.
Other potential sources of financing
In the future, we may also use other sources of financing to fund the acquisition of our target assets, including secured and unsecured forms of borrowing and selective wind-down and dispositions of assets. We may also seek to raise equity capital or issue debt securities in order to fund our future investments.
Liquidity Needs
In addition to our loan origination activity and general operating expenses, our primary liquidity needs include interest and principal payments under our Bank Credit Facility, securitization bonds, and secured debt. Information concerning our contractual obligations and commitments to make future payments, including our commitments to repay borrowings, is included in the following table as of June 30, 2022. This table excludes our obligations that are not fixed and determinable (dollars in thousands):
Payments Due by Period
TotalLess than a Year1-3 Years3-5 YearsMore than 5 Years
Bank credit facility(1)
$1,868 $413 $825 $630 $— 
Secured debt(2)
2,426,754 257,127 688,285 1,190,628 290,714 
Securitization bonds payable(3)
1,429,410 169,389 1,244,650 15,371 — 
Ground lease obligations(4)
28,352 3,108 4,845 4,036 16,363 
Office leases8,630 797 2,586 2,647 2,600 
$3,895,014 $430,834 $1,941,191 $1,213,312 $309,677 
Lending commitments(5)
312,903 
Total$4,207,917 
_________________________________________
(1)Future interest payments were estimated based on the applicable index at June 30, 2022 and unused commitment fee of 0.25% per annum, assuming principal is repaid on the current maturity date of January 2027.
(2)Amounts include minimum principal and interest obligations through the initial maturity date of the collateral assets. Interest on floating rate debt was determined based on the applicable index at June 30, 2022.
(3)The timing of future principal payments was estimated based on expected future cash flows of underlying collateral loans. Repayments are estimated to be earlier than contractual maturity only if proceeds from underlying loans are repaid by the borrowers.
(4)The amounts represent minimum future base rent commitments through initial expiration dates of the respective noncancellable operating ground leases, excluding any contingent rent payments. Rents paid under ground leases are recoverable from tenants.
(5)Future lending commitments may be subject to certain conditions that borrowers must meet to qualify for such fundings. Commitment amount assumes future fundings meet the terms to qualify for such fundings.
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Share Repurchases
In May 2022, our board of directors authorized a stock repurchase program (“Stock Repurchase Program”) under which we may repurchase up to $100.0 million of our outstanding Class A common stock until April 30, 2023. Under the Stock Repurchase Program, we may repurchase shares in open market purchases, in privately negotiated transactions or otherwise. We have a written trading plan as part of the Share Repurchase Program that provides for share repurchases in open market transactions that is intended to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Stock Repurchase Program will be utilized at our discretion and in accordance with the requirements of the Securities and Exchange Commission (“SEC”). The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements and other conditions.
During the three months ended June 30, 2022, we repurchased 2.2 million shares of Class A common stock at a weighted average price of $8.40 per share for an aggregate cost of $18.3 million. Additionally, and separate from the Stock Repurchase Program, we redeemed the 3.1 million total outstanding membership units in the OP held by a third-party representing noncontrolling interests at a price of $8.25 per unit for a total cost of $25.4 million.
As of June 30, 2022, there was $81.7 million remaining available to make repurchases under the Stock Repurchase Plan.
Cash Flows
The following presents a summary of our consolidated statements of cash flows for the six months ended June 30, 2022 and 2021 (dollars in thousands):
Six Months Ended June 30,
Cash flow provided by (used in):20222021Change
Operating activities$54,614 $(128,611)$183,225 
Investing activities(234,920)(277,213)42,293 
Financing activities243,885 155,876 88,009 
Operating Activities
Cash inflows from operating activities are generated primarily through interest received from loans receivable and securities, and property operating income from our real estate portfolio. This is partially offset by payment of interest expenses for credit facilities and mortgages payable, and operating expenses supporting our various lines of business, including property management and operations, loan servicing and workout of loans in default, investment transaction costs, as well as general administrative costs.
Our operating activities provided net cash inflows of $54.6 million and net cash outflows of $128.6 million for the six months ended June 30, 2022 and 2021, respectively. Net cash provided by operating activities increased $183.2 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021, primarily due to higher net interest income earned resulting from loan originations throughout 2021 and 2022 and lower operating expenses following the Internalization on April 30, 2021.
We believe cash flows from operations, available cash balances and our ability to generate cash through short and long-term borrowings are sufficient to fund our operating liquidity needs.
Investing Activities
Investing activities include cash outlays for acquisition of real estate, disbursements on new and/or existing loans, and contributions to unconsolidated ventures, which are partially offset by repayments and sales of loan receivables, distributions of capital received from unconsolidated ventures, proceeds from sale of real estate, as well as proceeds from maturity or sale of securities.
Investing activities used net cash outflows of $234.9 million for the six months ended June 30, 2022. Net cash used in investing activities in 2022 resulted primarily from originations and future advances on our loans held for investment, net of $815.5 million partially offset by repayments on loans held for investment of $470.4 million, proceeds from sales of real estate of $55.6 million, proceeds from sales of investments in unconsolidated ventures of $38.1 million and repayments of principal in mortgage loans held in securitization trusts of $15.9 million.
Investing activities used net cash outflows of $277.2 million for the six months ended June 30, 2021. Net cash used in investing activities in 2021 resulted primarily from originations and future advances on our loans and preferred equity held for investment, net of $822.8 million partially offset by proceeds from sales of real estate of $332.0 million, repayments on loan
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and preferred equity held for investment of $124.2 million and proceeds from sales of mortgage loans held in securitization trusts of $28.7 million.
Financing Activities
We finance our investing activities largely through borrowings secured by our investments along with capital from third party or affiliated co-investors. We also have the ability to raise capital in the public markets through issuances of common stock, as well as draw upon our corporate credit facility, to finance our investing and operating activities. Accordingly, we incur cash outlays for payments on third party debt, dividends to our common stockholders and through May 27, 2022, on distributions to our noncontrolling interests.
Financing activities provided net cash of $243.9 million for the six months ended June 30, 2022, which resulted primarily from borrowings from credit facilities of $698.7 million partially offset by repayment of securitization bonds of $138.4 million, repayment of credit facilities of $116.3 million, repayment of mortgage notes of $82.1 million, distributions paid on common stock of $49.2 million, redemption of OP units of $25.4 million, repurchase of common stock of $18.3 million and repayment of mortgage obligations issued by securitization trusts of $15.9 million.
Financing activities provided net cash of $155.9 million for the six months ended June 30, 2021. Net cash provided by financing activities in 2021 resulted primarily from borrowings from credit facilities in the amount of $675.4 million, partially offset by repayment of mortgage notes of $263.3 million, repayment of credit facilities of $208.0 million, and distributions to noncontrolling interests in the amount of $23.9 million.
Our Investment Strategy
Our objective is to generate consistent and attractive risk-adjusted returns to our stockholders. We seek to achieve this objective primarily through cash distributions and the preservation of invested capital. We believe our investment strategy provides flexibility through economic cycles to achieve attractive risk-adjusted returns. This approach is driven by a disciplined investment strategy, focused on:
•leveraging long standing relationships, our organization structure and the experience of the team;
•the underlying real estate and market dynamics to identify investments with attractive risk-return profiles;
•primarily originating and structuring CRE senior mortgage loans and selective investments in mezzanine loans and preferred equity with attractive return profiles relative to the underlying value and financial operating performance of the real estate collateral, given the strength and quality of the sponsorship;
•structuring transactions with a prudent amount of leverage, if any, given the risk of the underlying asset’s cash flows, attempting to match the structure and duration of the financing with the underlying asset’s cash flows, including through the use of hedges, as appropriate; and
•operating our net leased real estate investments and selectively pursuing new investments based on property location and purpose, tenant credit quality, market lease rates and potential appreciation of, and alternative uses for, the real estate.
The period for which we intend to hold our investments will vary depending on the type of asset, interest rates, investment performance, micro and macro real estate environment, capital markets and credit availability, among other factors. We generally expect to hold debt investments until the stated maturity and equity investments in accordance with each investment’s proposed business plan. We may sell all or a partial ownership interest in an investment before the end of the expected holding period if we believe that market conditions have maximized its value to us, or the sale of the asset would otherwise be in the best interests of our stockholders.
Our investment strategy is flexible, enabling us to adapt to shifts in economic, real estate and capital market conditions and to exploit market inefficiencies. We may expand or change our investment strategy or target assets over time in response to opportunities available in different economic and capital market conditions. This flexibility in our investment strategy allows us to employ a customized, solutions-oriented approach, which we believe is attractive to borrowers and tenants. We believe that our diverse portfolio, our ability to originate, acquire and manage our target assets and the flexibility of our investment strategy positions us to capitalize on market inefficiencies and generate attractive long-term risk-adjusted returns for our stockholders through a variety of market conditions and economic cycles.
Underwriting, Asset and Risk Management
We closely monitor our portfolio and actively manage risks associated with, among other things, our assets and interest rates. Prior to investing in any particular asset, the underwriting team, in conjunction with third party providers, undertakes a rigorous asset-level due diligence process, involving intensive data collection and analysis, to ensure that we understand fully the state of the market and the risk-reward profile of the asset. Beginning in 2021, our investment and portfolio management and risk
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assessment practices diligence the environmental, social and governance (“ESG”) standards of our business counterparties, including borrowers, sponsors, partners and service providers, and that of our investment assets and underlying collateral, which may include sustainability initiatives, recycling, energy efficiency and water management, volunteer and charitable efforts, anti-money laundering and know-your-client policies, and diversity, equity and inclusion practices in workforce leadership, composition and hiring practices. Prior to making a final investment decision, we focus on portfolio diversification to determine whether a target asset will cause our portfolio to be too heavily concentrated with, or cause too much risk exposure to, any one borrower, real estate sector, geographic region, source of cash flow for payment or other geopolitical issues. If we determine that a proposed acquisition presents excessive concentration risk, it may determine not to acquire an otherwise attractive asset.
For each asset that we acquire, our asset management team engages in active management of the asset, the intensity of which depends on the attendant risks. The asset manager works collaboratively with the underwriting team to formulate a strategic plan for the particular asset, which includes evaluating the underlying collateral and updating valuation assumptions to reflect changes in the real estate market and the general economy. This plan also generally outlines several strategies for the asset to extract the maximum amount of value from each asset under a variety of market conditions. Such strategies may vary depending on the type of asset, the availability of refinancing options, recourse and maturity, but may include, among others, the restructuring of non-performing or sub-performing loans, the negotiation of discounted pay-offs or other modification of the terms governing a loan, and the foreclosure and management of assets underlying non-performing loans in order to reposition them for profitable disposition. We continuously track the progress of an asset against the original business plan to ensure that the attendant risks of continuing to own the asset do not outweigh the associated rewards. Under these circumstances, certain assets will require intensified asset management in order to achieve optimal value realization.
Our asset management team engages in a proactive and comprehensive on-going review of the credit quality of each asset it manages. In particular, for debt investments on at least an annual basis, the asset management team will evaluate the financial wherewithal of individual borrowers to meet contractual obligations as well as review the financial stability of the assets securing such debt investments. Further, there is ongoing review of borrower covenant compliance including the ability of borrowers to meet certain negotiated debt service coverage ratios and debt yield tests. For equity investments, the asset management team, with the assistance of third-party property managers, monitors and reviews key metrics such as occupancy, same store sales, tenant payment rates, property budgets and capital expenditures. If through this analysis of credit quality, the asset management team encounters declines in credit not in accord with the original business plan, the team evaluates the risks and determine what changes, if any, are required to the business plan to ensure that the attendant risks of continuing to hold the investment do not outweigh the associated rewards.
In addition, the audit committee of our Board of Directors, in consultation with management, periodically reviews our policies with respect to risk assessment and risk management, including key risks to which we are subject, including credit risk, liquidity risk and market risk, and the steps that management has taken to monitor and control such risks.
Inflation
Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence our performance significantly more than inflation does. A change in interest rates may correlate with the inflation rate. Substantially all of the leases at our multifamily properties allow for monthly or annual rent increases which provide us with the opportunity to achieve increases, where justified by the market, as each lease matures. Such types of leases generally minimize the risks of inflation on our multifamily properties.
Refer to Item 3, “Quantitative and Qualitative Disclosures About Market Risk” for additional details.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. There have been no material changes to our critical accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Recent Accounting Updates
For recent accounting updates, refer to Note 2, “Summary of Significant Accounting Policies” in our accompanying consolidated financial statements included in Part I, Item 1, “Financial Statements.”
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our primary market risks are interest rate risk, prepayment risk, extension risk, credit risk, real estate market risk, capital market risk and foreign currency risk, either directly through the assets held or indirectly through investments in unconsolidated ventures, with each risk heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. As stated in the “Impact of COVID-19” section in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we are taking steps to mitigate certain risks associated with COVID-19, however the extent to which the COVID-19 pandemic impacts us, our business, our borrowers and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.
Interest Rate Risk
Interest rate risk relates to the risk that the future cash flow of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, international conflicts, inflation and other factors beyond our control. Credit curve spread risk is highly sensitive to the dynamics of the markets for loans and securities we hold. Excessive supply of these assets combined with reduced demand will cause the market to require a higher yield. This demand for higher yield will cause the market to use a higher spread over the U.S. Treasury securities yield curve, or other benchmark interest rates, to value these assets.
As U.S. Treasury securities are priced to a higher yield and/or the spread to U.S. Treasuries used to price the assets increases, the price at which we could sell some of our fixed rate financial assets may decline. Conversely, as U.S. Treasury securities are priced to a lower yield and/or the spread to U.S. Treasuries used to price the assets decreases, the value of our fixed rate financial assets may increase. Fluctuations in LIBOR and SOFR may affect the amount of interest income we earn on our floating rate borrowings and interest expense we incur on borrowings indexed to LIBOR and SOFR, including under credit facilities and investment-level financing.
We utilize a variety of financial instruments on some of our investments, including interest rate swaps, caps, floors and other interest rate exchange contracts, in order to limit the effects of fluctuations in interest rates on their operations. The use of these types of derivatives to hedge interest-earning assets and/or interest-bearing liabilities carries certain risks, including the risk that losses on a hedge position will reduce the funds available for distribution and that such losses may exceed the amount invested in such instruments. A hedge may not perform its intended purpose of offsetting losses of rising interest rates. Moreover, with respect to certain of the instruments used as hedges, there is exposure to the risk that the counterparties may cease making markets and quoting prices in such instruments, which may inhibit the ability to enter into an offsetting transaction with respect to an open position. Our profitability may be adversely affected during any period as a result of changing interest rates.
As of June 30, 2022, a hypothetical 100 basis point increase in the applicable interest rate benchmark on our loan portfolio would increase interest income by $6.4 million annually, net of interest expense.
See the “Factors Impacting Our Operating Results” section in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion on interest rates.
Prepayment risk
Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, resulting in a less than expected return on an investment. As prepayments of principal are received, any premiums paid on such assets are amortized against interest income, while any discounts on such assets are accreted into interest income. Therefore, an increase in prepayment rates has the following impact: (i) accelerates amortization of purchase premiums, which reduces interest income earned on the assets; and conversely, (ii) accelerates accretion of purchase discounts, which increases interest income earned on the assets.
Extension risk
The weighted average life of assets is projected based on assumptions regarding the rate at which borrowers will prepay or extend their mortgages. If prepayment rates decrease or extension options are exercised by borrowers at a rate that deviates significantly from projections, the life of fixed rate assets could extend beyond the term of the secured debt agreements. This in turn could negatively impact liquidity to the extent that assets may have to be sold and losses may be incurred as a result.
Credit risk
Investment in loans held for investment is subject to a high degree of credit risk through exposure to loss from loan defaults. Default rates are subject to a wide variety of factors, including, but not limited to, borrower financial condition, property
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performance, property management, supply/demand factors, construction trends, consumer behavior, regional economics, interest rates, the strength of the U.S. economy and other factors beyond our control, all of which have and may continue to be detrimentally impacted by the COVID-19 pandemic. All loans are subject to a certain probability of default. We manage credit risk through the underwriting process, acquiring investments at the appropriate discount to face value, if any, and establishing loss assumptions. Performance of the loans is carefully monitored, including those held through joint venture investments, as well as external factors that may affect their value.
We are also subject to the credit risk of the tenants in our properties, including business closures, occupancy levels, meeting rent or other expense obligations, lease concessions, and ESG standards and practices among other factors, all of which have and may continue to be detrimentally impacted by the COVID-19 pandemic. We seek to undertake a rigorous credit evaluation of the tenants prior to acquiring properties. This analysis includes an extensive due diligence investigation of the tenants’ businesses, as well as an assessment of the strategic importance of the underlying real estate to the respective tenants’ core business operations. Where appropriate, we may seek to augment the tenants’ commitment to the properties by structuring various credit enhancement mechanisms into the underlying leases. These mechanisms could include security deposit requirements or guarantees from entities that are deemed credit worthy.
We are working closely with our borrowers and tenants to address the impact of COVID-19 on their businesses. Our in-depth understanding of CRE and real estate-related investments, and in-house underwriting, asset management and resolution capabilities, provides us and management with a sophisticated full-service platform to regularly evaluate our investments and determine primary, secondary or alternative strategies to manage the credit risks described above. This includes intermediate servicing and complex and creative negotiating, restructuring of non-performing investments, foreclosure considerations, intense management or development of owned real estate, in each case to manage the risks faced to achieve value realization events in our interests and our stockholders. Solutions considered due to the impact of the COVID-19 pandemic may include defensive loan or lease modifications, temporary interest or rent deferrals or forbearances, converting current interest payment obligations to payment-in-kind, repurposing reserves and/or covenant waivers. Depending on the nature of the underlying investment and credit risk, we may pursue repositioning strategies through judicious capital investment in order to extract value from the investment or limit losses.
There can be no assurance that the measures taken will be sufficient to address the negative impact the COVID-19 pandemic may have on our future operating results, liquidity and financial condition.
Real estate market risk
We are exposed to the risks generally associated with the commercial real estate market. The market values of commercial real estate are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions, as well as changes or weakness in specific industry segments, and other macroeconomic factors beyond our control, including the COVID-19 pandemic, which have and may continue to affect occupancy rates, capitalization rates and absorption rates. This in turn could impact the performance of tenants and borrowers. We seek to manage these risks through our underwriting due diligence and asset management processes and the solutions oriented process described above.
Capital markets risk
We are exposed to risks related to the debt capital markets, specifically the ability to finance our business through borrowings under secured revolving repurchase facilities, secured and unsecured warehouse facilities or other debt instruments. We seek to mitigate these risks by monitoring the debt capital markets to inform their decisions on the amount, timing and terms of our borrowings.
The COVID-19 pandemic has had a direct and volatile impact on the global markets, including the commercial real estate equity and debt capital markets. The disruption caused by the COVID-19 pandemic has led to a negative impact on asset valuations and significant constraints on liquidity in the capital markets, which have led to restrictions on lending activity, downward pressure on covenant compliance and requirements to post margin or repayments under master repurchase financing arrangements. Our Master Repurchase Facilities are partial recourse, and margin call provisions do not permit valuation adjustments based on capital markets events; rather they are limited to collateral-specific credit marks generally determined on a commercially reasonable basis. We have timely met margin calls, primarily under our CMBS Credit Facilities.
We have amended our Bank Credit Facility and Master Repurchase Facilities to adjust certain covenants (such as the tangible net worth covenant), reduce advance rates on certain financed assets, obtain margin call holidays and permitted modification flexibilities, in an effort to mitigate the risk of future compliance issues, including margin calls, under our financing arrangements.
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Foreign Currency Risk
We have foreign currency rate exposures related to our foreign currency-denominated investments held by our foreign subsidiaries. Changes in foreign currency rates can adversely affect the fair values and earning of our non-U.S. holdings. We generally mitigate this foreign currency risk by utilizing currency instruments to hedge our net investments in our foreign subsidiaries. The type of hedging instruments that we employ on our foreign subsidiary investments are put options.
At June 30, 2022, we had approximately NOK 686.9 million or a total of $69.5 million, in net investments in our European subsidiaries. A 1.0% change in the foreign currency rate would result in a $0.7 million increase or decrease in translation gain or loss included in other comprehensive income in connection with our European subsidiary.
A summary of the foreign exchange contracts in place at June 30, 2022, including notional amount and key terms, is included in Note 14, “Derivatives,” to Part I, Item 1, “Financial Statements.” The maturity dates of these instruments approximate the projected dates of related cash flows for specific investments. Termination or maturity of currency hedging instruments may result in an obligation for payment to or from the counterparty to the hedging agreement. We are exposed to credit loss in the event of non-performance by counterparties for these contracts. To manage this risk, we select major international banks and financial institutions as counterparties and perform a quarterly review of the financial health and stability of our trading counterparties. Based on our review at June 30, 2022, we do not expect any counterparty to default on its obligations.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2022, our disclosure controls and procedures were effective at providing reasonable assurance regarding the reliability of the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—Other Information
Item 1. Legal Proceedings
The Company is not currently subject to any material legal proceedings. We anticipate that we may from time to time be involved in legal actions arising in the ordinary course of business, the outcome of which we would not expect to have a material adverse effect on our financial position, results of operations or cash flow.
Item 1A. Risk Factors
In addition to the other information in this Quarterly Report on Form 10-Q, you should carefully consider the risks described in our Annual Report on Form 10-K for the year ended December 31, 2021, in Part I, Item 1A, Risk Factors, and in our other filings with the SEC. These factors may materially affect our business, financial condition and operating results. There have been no material changes to the risk factors relating to the Company disclosed in our Form 10-K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered securities of our Company during the six months ended June 30, 2022, other than those previously disclosed in filings with the SEC.
Purchases of Equity Securities by Issuer
The following table summarizes the repurchase of common stock for the three months ended June 30, 2022 (in thousands, except per share data).
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programs
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs(1)
April 1-30, 2022— $— — $— 
May 1-31, 20221,8618.34 1,861 84,473 
June 1-30, 2022320 8.72 320 81,680 
Total2,181 $8.40 2,181 $81,680 
________________________________________
(1)In May 2022, the Company’s board of directors authorized the repurchase of up to an aggregate of $100.0 million of its outstanding Class A common stock until April 30, 2023.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Amendment to Master Repurchase Facility - Citibank, N.A.
On July 28, 2022, NSREIT CB Loan, LLC, CB Loan NT-II, LLC, BrightSpire Credit 3, LLC, BrightSpire Credit 4, LLC, BrightSpire Credit 3EU, LLC and BrightSpire Credit 3UK, LLC (collectively, “CB Seller”), each an indirect wholly-owned subsidiary of the Company, and the OP entered into a Fourth Amendment (“Fourth Amendment to Citi Repurchase Agreement”) to that certain Amended and Restated Master Repurchase Agreement dated April 26, 2019, extending the maturity date by one year to July 28, 2024, replacing LIBOR with SOFR as the benchmark rate applicable to loans and providing CB Seller with three successive one year extension options, which may be exercised upon the satisfaction of certain conditions set forth in the repurchase agreement.
The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the Fourth Amendment to Citi Repurchase Agreement, which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q.


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Item 6. Exhibits
EXHIBIT INDEX
Exhibit NumberDescription of Exhibit
2.1
3.1
3.2
10.1
10.2
10.3
10.4*
10.5*
10.6
10.7
10.8
31.1*
31.2*
32.1*
32.2*
101.INS*XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________________________
*    Filed herewith
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SIGNATURES

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

Dated: August 3, 2022  
  
BRIGHTSPIRE CAPITAL, INC.
By:/s/ Michael J. Mazzei
Michael J. Mazzei
Chief Executive Officer
(Principal Executive Officer)
By:/s/ Frank V. Saracino
Frank V. Saracino
Chief Financial Officer
(Principal Accounting Officer)
 



























 


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