Franklin BSP Realty Trust, Inc. - Quarter Report: 2016 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-55188

REALTY FINANCE TRUST, INC.

(Exact name of registrant as specified in its charter)



Maryland		46-1406086
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

9 West 57th Street, #4920 New York, New York		10019
(Address of Principal Executive Office)		(Zip Code)

(212) 588-6770

(Registrant’s Telephone Number, Including Area Code)

405 Park Avenue, 14th Floor

New York, New York 10022

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):



Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the registrant's common stock, $0.01 par value, outstanding as of October 31, 2016 was 31,683,529.

TABLE OF CONTENTS



	Page
PART I
Item 1. Consolidated Financial Statements and Notes (unaudited)	1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures about Market Risk	42
Item 4. Controls and Procedures	42
PART II
Item 1. Legal Proceedings	44
Item 1A. Risk Factors	44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3. Defaults Upon Senior Securities	44
Item 4. Mine Safety Disclosures	44
Item 5. Other Information	44
Item 6. Exhibits	45
Signatures	46

Table of Contents

PART I

Item 1. Consolidated Financial Statements.

REALTY FINANCE TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data)



	September 30, 2016			December 31, 2015
ASSETS	(Unaudited)
Cash and cash equivalents	$	60,873		$	14,807
Restricted cash	5,000			5,366
Commercial mortgage loans, held for investment, net of allowance of $1,609 and $888 ⁽¹⁾	1,119,293			1,124,201
Real estate securities, available for sale, at fair value	57,639			130,754
Receivable for loan repayment	528			1,307
Accrued interest receivable ⁽²⁾	5,316			5,360
Prepaid expenses and other assets	763			689
Total assets	$	1,249,412		$	1,282,484
LIABILITIES AND STOCKHOLDERS' EQUITY
Collateralized loan obligations	$	287,505		$	287,229
Repurchase agreements - commercial mortgage loans	241,868			206,239
Repurchase agreements - real estate securities	72,698			117,211
Interest payable ⁽³⁾	1,705			792
Distributions payable	5,335			5,552
Accounts payable and accrued expenses	2,225			6,805
Due to affiliates	2,798			4,327
Total liabilities	614,134			628,155
Commitment and Contingencies (See Note 8)
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding as of September 30, 2016 and December 31, 2015	—			—
Convertible stock ("promote shares"); $0.01 par value, 1,000 shares authorized, issued and outstanding as of September 30, 2016 and December 31, 2015	—			1
Common stock, $0.01 par value, 949,999,000 shares authorized, 31,605,701 and 31,385,280 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively	316			314
Additional paid-in capital	697,684			691,590
Accumulated other comprehensive loss	(2,219		)	(2,254		)
Accumulated deficit	(60,503		)	(35,322		)
Total stockholders' equity	635,278			654,329
Total liabilities and stockholders' equity	$	1,249,412		$	1,282,484


⁽¹⁾	Includes $426,278 and $425,733 of loans net of allowance of $703 and $422 pledged as collateral on collateralized loan obligations ("CLO"), a variable interest entity ("VIE") as of September 30, 2016 and December 31, 2015, respectively.


⁽²⁾	Includes $1,026 and $1,048 of interest receivable for loans pledged as collateral on CLO, a VIE as of September 30, 2016 and December 31, 2015, respectively.


⁽³⁾	Includes $513 and $513 of interest payable for loans pledged as collateral on CLO, a VIE as of September 30, 2016 and December 31, 2015, respectively.

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

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REALTY FINANCE TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for share and per share data)

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Interest Income:
Interest income	$	20,250		$	16,252		$	60,763		$	38,341
Less: Interest expense	7,317			3,469			17,478			7,925
Net interest income	12,933			12,783			43,285			30,416
Operating Expenses:
Asset management and subordinated performance fee	1,066			2,405			7,091			3,741
Acquisition fees	255			1,777			635			5,958
Administrative services expenses	2,480			—			3,835			—
Professional fees	2,154			659			4,226			3,136
Other expenses	686			439			2,092			919
Total Operating Expenses	6,641			5,280			17,879			13,754

Loan loss recovery/(provision)	113			(78		)	(721		)	(302		)
Realized loss on sale of real estate securities	(1,032		)	—			(1,032		)	—

Net income	$	5,373		$	7,425		$	23,653		$	16,360

Basic net income per share	$	0.17		$	0.28		$	0.75		$	0.74
Diluted net income per share	$	0.17		$	0.28		$	0.75		$	0.74
Basic weighted average shares outstanding	31,516,876			26,684,913			31,622,796			22,035,227
Diluted weighted average shares outstanding	31,523,911			26,690,964			31,629,070			22,040,110

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

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REALTY FINANCE TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016		2015
Net income	$	5,373	$	7,425		$	23,653	$	16,360
Unrealized (loss)/gain on available-for-sale securities	2,608		(1,008		)	35		(1,010		)
Comprehensive income attributable to Realty Finance Trust, Inc.	$	7,981	$	6,417		$	23,688	$	15,350

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

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REALTY FINANCE TRUST, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except for share data)

(Unaudited)



	Convertible Stock					Common Stock
	Number of Shares		Amount			Number of Shares		Par Value			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity
Balance, December 31, 2015	1,000		$	1		31,385,280		$	314		$	691,590		$	(2,254	)	$	(35,322	)	$	654,329
Common stock repurchases	—		—			(540,125	)	(5		)	(13,026		)	—			—			(13,031		)
Common stock issued through distribution reinvestment plan	—		—			755,798		7			19,092			—			—			19,099
Share-based compensation	—		—			4,748		—			27			—			—			27
Net income	—		—			—		—			—			—			23,653			23,653
Distributions declared	—		—			—		—			—			—			(48,834		)	(48,834		)
Conversion of convertible stocks	(1,000	)	(1		)	—		—			1			—			—			—
Other comprehensive loss	—		—			—		—			—			35			—			35
Balance, September 30, 2016	—		$	—		31,605,701		$	316		$	697,684		$	(2,219	)	$	(60,503	)	$	635,278

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

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REALTY FINANCE TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



	Nine Months Ended September 30,
	2016			2015
Cash flows from operating activities:
Net income	$	23,653		$	16,360
Adjustments to reconcile net income to net cash provided by operating activities:
Premium amortization and (discount accretion), net	(1,761		)	(877		)
Accretion of deferred commitment fees	(1,169		)	(603		)
Amortization of deferred financing costs	2,989			1,872
Share-based compensation	27			24
Realized loss on sale of real estate securities	1,032			—
Loan loss provision	721			302
Changes in assets and liabilities:
Accrued interest receivable	1,213			(2,041		)
Prepaid expenses and other assets	49			(416		)
Accounts payable and accrued expenses	1,415			519
Due to affiliates	(1,529		)	1,353
Interest payable	913			304
Net cash provided by operating activities	$	27,553		$	16,797
Cash flows from investing activities:
Origination and purchase of commercial mortgage loans	$	(42,236	)	$	(526,919	)
Purchase of real estate securities	—			(53,304		)
Proceeds from sale of real estate securities	69,957			—
Principal repayments received on commercial mortgage loans	48,906			45,542
Principal repayments received on real estate securities	2,218			1,573
Net cash provided by (used in) investing activities	$	78,845		$	(533,108	)
Cash flows from financing activities:
Proceeds from issuances of common stock	$	—		$	316,614
Common stock repurchases	(19,026		)	(2,899		)
Payments of offering costs and fees related to common stock issuances	—			(36,981		)
Borrowings on repurchase agreements - commercial mortgage loans	104,626			244,178
Repayments of repurchase agreements - commercial mortgage loans	(68,997		)	(18,257		)
Borrowings on repurchase agreements - real estate securities	1,019,598			50,274
Repayments of repurchase agreements - real estate securities	(1,064,111		)	(3,946		)
Increase in restricted cash related to financing activities	366			(1,339		)
Payments of deferred financing costs	(2,836		)	—
Distributions paid	(29,952		)	(18,215		)
Net cash (used in) provided by financing activities	$	(60,332	)	$	529,429
Net change in cash and cash equivalents	$	46,066		$	13,118
Cash and cash equivalents, beginning of period	14,807			386
Cash and cash equivalents, end of period	$	60,873		$	13,504
Supplemental disclosures of cash flow information:
Interest paid	$	13,576		$	5,749
Supplemental disclosures of non-cash flow information:
Common stock issued through distribution reinvestment plan	19,099			13,643
Receivable for common stock issued	—			3,065

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

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

Note 1 - Organization and Business Operations

Realty Finance Trust, Inc. (the "Company") was incorporated in Maryland on November 15, 2012 and conducts its operations to qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2013. Substantially all of the Company's business is conducted through Realty Finance Operating Partnership, L.P. (the “OP”), a Delaware limited partnership. The Company is the sole general partner and directly or indirectly holds all of the units of limited partner interests in the OP.

Benefit Street Partners L.L.C. serves as the Company's advisor (the "Advisor") pursuant to an advisory agreement executed on September 29, 2016 (the “Advisory Agreement”). The Advisor, an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”), is a credit-focused alternative asset management firm with over $14 billion in assets under management. The Advisor manages assets across a broad range of complementary credit strategies, including high yield, levered loans, private/opportunistic debt, liquid credit, structured credit and commercial real estate debt. The Advisor has over 115 professionals, including a 34-person team dedicated to the Advisor's real estate platform. The Advisor is in partnership with Providence Equity Partners L.L.C., a global private equity firm with a combined $47 billion in assets under management. Prior to September 29, 2016, Realty Finance Advisor, LLC ("Former Advisor") was the Company's advisor. The Former Advisor is controlled by AR Global Investments, LLC ("AR Global"). The Advisor is an affiliate of Providence Equity Partners L.L.C.

The Company is in business to originate, acquire and manage a diversified portfolio of commercial real estate debt secured by properties located both within and outside of the United States. The Company also invests in commercial real estate securities. Commercial real estate debt may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. Real estate securities may include commercial mortgage-backed securities ("CMBS"), senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies and collateralized debt obligations ("CDOs").

The Company has no employees. The Company has retained the Advisor to manage the Company's affairs on a day-to-day basis. The Advisor receives compensation and fees for services related to the investment and management of the Company's assets and the operations of the Company.

Note 2 - Summary of Significant Accounting Policies

Basis of Accounting

The accompanying consolidated financial statements and related footnotes are unaudited and have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, the consolidated financial statements may not include all of the information and notes required by GAAP for annual consolidated financial statements. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. In the opinion of management, the interim data includes all adjustments, of a normal and recurring nature, necessary for a fair statement of the results for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the entire year or any subsequent interim periods.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2015, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 11, 2016. There have been no significant changes to the Company's significant accounting policies during the three and nine months ended September 30, 2016, as described below.

Principles of Consolidation

The Company consolidates all entities that the Company controls through either majority ownership or voting rights. In addition, the Company consolidates all variable interest entities ("VIE") of which the Company is considered the primary beneficiary. VIEs are defined as entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is known as its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a VIE for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.

The accompanying consolidated financial statements include the accounts of a collateralized loan obligation ("CLO") issued and securitized by a wholly owned subsidiary of the Company. The Company has determined the CLO is a VIE of which the Company's subsidiary is the primary beneficiary. The Company has disclosed the assets and liabilities of the CLO on the face of the consolidated balance sheet in accordance with ASC 810 - Consolidation.

Allowance for Loan Losses

The allowance for loan losses reflects management's estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The reserve is increased through the loan loss provision on the Company's consolidated statement of operations and is decreased by charge-offs when losses are confirmed through the receipt of assets, such as cash in a pre-foreclosure sale or upon ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased. The Company uses a uniform process for determining its allowance for loan losses. The allowance for loan losses includes a general, formula-based component and an asset-specific component.

General reserves are recorded when (i) available information as of each balance sheet date indicates that it is probable a loss has occurred in the portfolio and (ii) the amount of the loss can be reasonably estimated. The Company currently estimates loss rates based on historical realized losses experienced in the industry, given the fact the Company has not experienced any losses, and takes into account current collateral and economic conditions affecting the probability and severity of losses when establishing the allowance for loan losses. The Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographic location as well as national and regional economic factors. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Ratings range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss.

The asset-specific reserve component relates to reserves for losses on individual impaired loans. The Company considers a loan to be impaired when, based upon current information and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. This assessment is made on an individual loan basis each quarter based on such factors as payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. A reserve is established for an impaired loan when the present value of payments expected to be received, observable market prices or the estimated fair value of the collateral (for loans that are dependent on the collateral for repayment) is lower than the carrying value of that loan.

For collateral dependent impaired loans, impairment is measured using the estimated fair value of collateral less the estimated cost to sell. Valuations are performed or obtained at the time a loan is determined to be impaired and designated non-performing, and they are updated if circumstances indicate that a significant change in value has occurred. The Advisor generally will use the income approach through internally developed valuation models to estimate the fair value of the collateral for such loans. In more limited cases, the Advisor will obtain external "as is" appraisals for loan collateral, generally when third party participations exist.

A loan is also considered impaired if its terms are modified in a troubled debt restructuring ("TDR"). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loans.

The Company designates non-performing loans at such time as (i) loan payments become 90-days past due; (ii) the loan has a maturity default; or (iii) in the opinion of the Company, it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan. Income recognition will be suspended when a loan is designated non-performing and resumed only when the suspended loan becomes contractually current and performance is demonstrated to have resumed. A loan will be written off when it is no longer realizable and legally discharged.

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

Per Share Data

The Company calculates basic earnings per share by dividing net income attributable to the Company for the period by the weighted-average number of shares of common stock outstanding for that period. Diluted earnings per share reflects the potential dilution that could occur from shares issuable in connection with the restricted stock plan and if convertible shares were exercised, except when doing so would be anti-dilutive.

Reportable Segments

The Company conducts its business through the following segments:


•	The real estate debt business which is focused on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.


•	The real estate securities business which is focused on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.

See Note 12 - Segment Reporting for further information regarding the Company's segments.

Recently Issued Accounting Pronouncements

In February 2015, the FASB amended the accounting for consolidation of certain legal entities. The amendments modify the evaluation of whether certain legal entities are VIEs or voting interest entities, eliminate the presumption that a general partner should consolidate a limited partnership and affect the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption was permitted, including adoption in an interim period. The Company elected to adopt this guidance effective January 1, 2016. The Company has evaluated the impact of the adoption of the new guidance on its consolidated financial statements and has determined the Company’s OP is considered a VIE. However, the Company meets the disclosure exemption criteria as the Company is the primary beneficiary of the VIE and the Company's partnership interest is considered a majority voting interest in a business and the assets of the OP can be used for purposes other than settling its obligation, such as paying distributions. As such, the new guidance did not have a material impact on the Company's consolidated financial statements.

In March 2016, the FASB issued an update that changes the accounting for certain aspects of share-based compensation. Among other things, the revised guidance allows companies to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The revised guidance is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company has adopted the provisions of this guidance beginning January 1, 2016, electing to account for forfeitures when they occur, and determined that there is no impact to the Company’s consolidated financial position, results of operations and cash flows.

In March 2016, the FASB issued guidance which requires an entity to determine whether the nature of its promise to provide goods or services to a customer is performed in a principal or agent capacity and to recognize revenue in a gross or net manner based on its principal/agent designation. This guidance is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance.

In June 2016, the FASB issued guidance that changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. The amendments become effective for reporting periods beginning after December 15, 2019. The amendments may be adopted early for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of this new guidance.

In August 2016, the FASB issued guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The revised guidance is effective for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance.

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

In October 2016, the FASB issued guidance where a reporting entity will need to evaluate if it should consolidate a VIE. The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The revised guidance is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance.

Note 3 - Commercial Mortgage Loans

The following table is a summary of the Company's commercial mortgage loan carrying values by class (in thousands):



	September 30, 2016		December 31, 2015
Senior loans	$	905,876	$	894,075
Mezzanine loans	205,026		221,014
Subordinated loans	10,000		10,000
Total gross carrying value of loans	1,120,902		1,125,089
Less: Allowance for loan losses	1,609		888
Total commercial mortgage loans, net	$	1,119,293	$	1,124,201

The following table presents the activity in the Company's allowance for loan losses (in thousands):



	Nine Months Ended September 30, 2016		Nine Months Ended September 30, 2015
Beginning of period	$	888	$	570
Provision for loan losses	721		302
Charge-offs	—		—
Recoveries	—		—
Ending allowance for loan losses	$	1,609	$	872

As of September 30, 2016 and December 31, 2015, the Company's commercial mortgage loan portfolio comprised 73 and 77 loans, respectively.



	September 30, 2016				December 31, 2015
Loan Type	Par Value		Percentage		Par Value		Percentage
Office	$	320,195	28.4	%	$	307,876	27.2	%
Multifamily	323,031		28.6	%	305,129		26.9	%
Hospitality	173,526		15.4	%	171,752		15.1	%
Retail	151,584		13.4	%	158,784		14.0	%
Mixed Use	107,531		9.5	%	138,798		12.2	%
Industrial	52,688		4.7	%	52,107		4.6	%
	$	1,128,555	100.0	%	$	1,134,446	100.0	%

Credit Characteristics

As part of the Company's process for monitoring the credit quality of its loans, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its loans. The loans are scored on a scale of 1 to 5 as follows:



Investment Rating		Summary Description
1		Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2		Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3		Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4		Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5		Underperforming investment with expected loss of interest and some principal.

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

All commercial mortgage loans are assigned an initial risk rating of 2.0. As of September 30, 2016 and December 31, 2015, the weighted average risk rating of loans was 2.1 and 2.0, respectively. As of September 30, 2016 and December 31, 2015, the Company did not have any loans that were past due on their payments, in non-accrual status or impaired.

For the nine months ended September 30, 2016 and September 30, 2015, the activity in the Company's loan portfolio was as follows (in thousands):



	Nine Months Ended September 30, 2016			Nine Months Ended September 30, 2015
Balance at Beginning of Year	$	1,124,201		$	456,884
Acquisitions and originations	42,236			526,919
Dispositions	—			—
Principal repayments	(48,127		)	(45,542		)
Discount accretion and premium amortization*	1,704			873
Provision for loan losses	(721		)	(302		)
Balance at End of Period	$	1,119,293		$	938,832

________________________

* Includes amortization of capitalized acquisition fees and expenses.

Note 4 - Real Estate Securities

The following is a summary of the Company's real estate securities, CMBS (in thousands):



		Weighted Average
	Number of Investments	Interest Rate		Maturity	Par Value		Fair Value
September 30, 2016	7	5.27	%	September 2019	$	60,000	$	57,639
December 31, 2015	16	4.71	%	February 2019	133,183		130,754

The Company classified its CMBS as available-for-sale as of September 30, 2016 and December 31, 2015. These investments are reported at fair value in the consolidated balance sheet with changes in fair value recorded in accumulated other comprehensive income or loss. The following table shows the amortized cost, unrealized gains/losses and fair value of the Company's CMBS investments as of September 30, 2016 and December 31, 2015 (in thousands):



	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
September 30, 2016	$	59,858	$	—	$	(2,219	)	$	57,639
December 31, 2015	133,008		—		(2,254		)	130,754

As of September 30, 2016, the Company held 7 CMBS positions for an aggregate carrying value of $59.9 million, with an unrealized loss of $2.2 million, of which 6 positions had a total unrealized loss of $0.7 million for a period greater than 12 months. The Company does not believe any of the positions are other than temporarily impaired based on current market spreads. The Company does not intend to dispose the CMBS positions nor does the Company believe it is more likely than not that the Company will be required to dispose these positions before recovery of their amortized cost basis.

The Company has recognized loss of approximately $1.0 million for the three and nine months ended September 30, 2016, recorded within the realized loss on sale of real estate securities in the consolidated statement of operations. The Company did not have any realized losses during the three and nine months ended September 30, 2015.

Note 5 - Debt

Repurchase Agreements - Commercial Mortgage Loans

As of September 30, 2016, the Company was party to repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility") and Barclays Bank PLC (the "Barclays Repo Facility"). The JPM Repo Facility provides up to $150.0 million in advances. The Barclays Repo Facility provides up to $150.0 million in advances. Both, the JPM Repo Facility and Barclays Repo Facility are subject to various adjustments. The initial maturity date of the JPM Repo Facility was

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

June 18, 2016, with a one year extension at the Company’s option. The Company exercised the extension option with the JPM Repo Facility lender, extending the maturity date to June 17, 2017. The Company entered into an amendment of the Barclays Repo Facility, dated as of September 2, 2016 (the “Barclays Amendment”), upon the payment of an amendment fee, pursuant to which the maturity date of the Barclays Repo Facility was extended to October 6, 2016. Subsequent to September 30, 2016, the JPM Repo Facility was amended to, among other things, increase the maximum advance capacity to $300 million. The proceeds from the increase in the size of the JPM Repo Facility were used to pay off the outstanding balance on the Barclays Repo Facility and the Barclays Repo Facility was terminated. Refer to Note 13-Subsequent Events. As of September 30, 2016, the Company was in compliance with all debt covenants.

As of September 30, 2016 and December 31, 2015, the Company had $130.0 million and $84.3 million outstanding under the JPM Repo Facility. Advances under the JPM Repo Facility accrue interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin between 2.25% to 4.5%, depending on the attributes of the purchased assets. As of September 30, 2016 and December 31, 2015, the weighted average interest rate on advances was 2.8% and 3.1%, respectively. The Company incurred $3.4 million and $4.2 million in interest expense on the JPM Repo Facility for the nine months ended September 30, 2016 and 2015, respectively, excluding amortization of deferred financing cost.

As of September 30, 2016 and December 31, 2015, the Company had $111.9 million and $121.9 million outstanding under the Barclays Repo Facility. As of September 30, 2016 and December 31, 2015, the weighted average interest rate on advances was 3.1% and 2.4%, respectively. The Company incurred $4.7 million and $3.1 million of interest expense on the Barclays Repo Facility for the nine months ended September 30, 2016 and 2015, respectively, excluding amortization of deferred financing cost. The Barclays Repo Facility was terminated on October 5, 2016.

The JPM Repo Facility and the Barclays Repo Facility generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. Should the value of the Company’s collateral decrease, whether as a result of deteriorating credit quality, an increase in credit market spreads or otherwise, resulting margin calls may cause an adverse change in the Company’s liquidity position.

Repurchase Agreements - Real Estate Securities

The Company has entered into various Master Repurchase Agreements (the "MRAs") that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30 to 90 days and terms are adjusted for current market rates as necessary. Below is a summary of the Company's MRAs as of September 30, 2016 and December 31, 2015 (in thousands):



							Weighted Average
Counterparty	Amount Outstanding		Accrued Interest		Collateral Pledged (*)		Interest Rate		Days to Maturity
As of September 30, 2016
J.P. Morgan Securities LLC	$	65,295	$	65	$	102,663	2.38	%	14
Citigroup Global Markets, Inc.	3,878		1		4,807		1.88	%	26
Wells Fargo Securities, LLC	3,525		3		4,813		1.86	%	12
Total/Weighted Average	$	72,698	$	69	$	112,283	2.33	%	15

As of December 31, 2015
J.P. Morgan Securities LLC	$	86,898	$	108	$	130,618	2.03	%	8
Citigroup Global Markets, Inc.	26,619		71		35,528		2.00	%	45
Wells Fargo Securities, LLC	3,694		3		4,925		1.67	%	13
Total/Weighted Average	$	117,211	$	182	$	171,071	2.01	%	17

* Includes $54,643 and $56,044 Tranche C of RFT issued CLO held by the Company, which eliminates within the real estate securities, at fair value line of the consolidated balance sheets as of September 30, 2016 and December 31, 2015, respectively.

Collateralized Loan Obligation

On October 19, 2015, RFT 2015-FL1 Issuer, Ltd. (the “Issuer”) and RFT 2015-FL1 Co-Issuer, LLC (the “Co-Issuer”), both wholly owned indirect subsidiaries of the Company, entered into an indenture with the OP, as advancing agent, U.S. Bank

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

National Association as note administrator and U.S. Bank National Association as trustee, which governs the issuance of approximately $350.2 million principal balance secured floating rate notes (the “Notes”). In addition, concurrently with the issuance of the Notes, the Issuer also issued 78,188,494 Preferred Shares, par value of $0.001 per share and with an aggregate liquidation preference and notional amount equal to $1,000 per share (the “Preferred Shares”), which were not offered as part of closing the indenture. For U.S. federal income tax purposes, the Issuer and Co-Issuer are disregarded entities.

The Notes are collateralized by interests in a pool of 28 mortgage assets having a total principal balance of $428.4 million (the “Mortgage Assets”) originated by a subsidiary of the Company. The sale of the Mortgage Assets to the Issuer is governed by a Mortgage Asset Purchase Agreement dated as of October 19, 2015, between the Company and the Issuer. In connection with the securitization, the Issuer and Co-Issuer offered and sold the following classes of Notes to third parties: Class A, Class B, Class C. A wholly owned subsidiary of the Company retained approximately $56.0 million of the total $76.0 million of Class C and all of the preferred equity in the Issuer. The retained Class C and its related interest income and the preferred equity are eliminated in the Company's consolidated financial statements. The Company, as the holder of preferred equity in the Issuer, will absorb the first losses of the CLO, which may have a negative impact to the Company's result of operations. The issuance of the CLO also results in an increase in interest expense within the consolidated statement of operations. The following table represents the terms of the CLO issued.



Facility ($000s)	Par Value Issued		Par Value Outstanding ^(*)		Interest Rate	Maturity Date
As of September 30, 2016
Tranche A	$	231,345	$	231,345	1M LIBOR + 175	8/1/2030
Tranche B	42,841		42,841		1M LIBOR + 388	8/1/2030
Tranche C	76,044		20,000		1M LIBOR + 525	8/1/2030
	$	350,230	$	294,186

As of December 31, 2015
Tranche A	$	231,345	$	231,345	1M LIBOR + 175	8/1/2030
Tranche B	42,841		42,841		1M LIBOR + 388	8/1/2030
Tranche C	76,044		20,000		1M LIBOR + 525	8/1/2030
	$	350,230	$	294,186

________________________

* Excludes $56,044 and $56,044 of Tranche C of RFT issued CLO held by the Company, which eliminates within the collateralized loan obligation line of the consolidated balance sheets as of September 30, 2016 and December 31, 2015, respectively.

The below table reflects the total assets and liabilities of the Company's only CLO. The CLO is considered a VIE and is consolidated into the Company's consolidated financial statements as of September 30, 2016 and December 31, 2015 as the Company is the primary beneficiary of the VIE. The Company is the primary beneficiary of the CLO because (i) the Company has the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)



Assets ($000s)	September 30, 2016		December 31, 2015
Cash	$	5	$	5
Commercial mortgage loans, held for investment, net of allowance of $703 and $422 ⁽¹⁾	426,278		425,733
Accrued interest receivable	1,026		1,048
Total Assets	$	427,309	$	426,786

Liabilities
Notes payable ⁽²⁾⁽³⁾	$	343,295	$	342,998
Interest payable	513		513
Total Liabilities	$	343,808	$	343,511

________________________

⁽¹⁾ The balance is presented net of allowance for loan loss of $703 and $422 as of September 30, 2016 and December 31, 2015, respectively. The commercial mortgage loans balance as of December 31, 2015 of $426,155 as disclosed in Note 5 to the consolidated financial statements included in the 2015 Form 10-K was not net of allowance for loan loss of $422.

⁽²⁾ Includes $55,790 and $55,769 of Tranche C of RFT issued CLO held by the Company, which eliminates within the Collateral loan obligations line of the consolidated balance sheets as of September 30, 2016 and December 31, 2015, respectively.

⁽³⁾ The balance is presented net of deferred financing cost and discount of $6,935 and $7,232 as of September 30, 2016 and December 31, 2015, respectively. The notes payable balance as of December 31, 2015 of $348,269 as disclosed in Note 5 to the consolidated financial statements included in the 2015 Form 10-K was not net of deferred financing cost of $5,271.

Note 6 - Net Income Per Share

The following table is a summary of the basic and diluted net income per share computation for the three and nine months ended September 30, 2016 and 2015, respectively:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Net income (in thousands)	$	5,373	$	7,425	$	23,653	$	16,360
Basic weighted average shares outstanding	31,516,876		26,684,913		31,622,796		22,035,227
Unvested restricted shares	7,035		6,051		6,274		4,883
Diluted weighted average shares outstanding	31,523,911		26,690,964		31,629,070		22,040,110
Basic net income per share	$	0.17	$	0.28	$	0.75	$	0.74
Diluted net income per share	$	0.17	$	0.28	$	0.75	$	0.74

Note 7 - Common Stock

As of September 30, 2016 and December 31, 2015, the Company had 31,605,701 and 31,385,280 shares of common stock outstanding, respectively, including shares issued pursuant to the DRIP and unvested restricted shares. As of September 30, 2016 and December 31, 2015, the Company had received total proceeds of $755.5 million and $755.5 million, respectively, excluding shares issued pursuant to the DRIP and share-based compensation.

On December 30, 2014, the Company filed with the Maryland State Department of Assessments and Taxation articles supplementary to its charter that reclassified 1,000 authorized but unissued shares of the Company’s common stock as shares of convertible stock and set the terms of such convertible shares. The Company then issued 1,000 convertible shares to the Former Advisor for $1.00 per share. The convertible shares automatically convert to shares of common stock upon the first occurrence of certain triggering events (the "Triggering Event"), including the termination of the advisory agreement between the Former Advisor and the Company under certain circumstances. In general, but with certain exceptions as outlined in the articles supplementary, each convertible share will convert into a number of common shares equal to 1/1000 of the quotient of (a) the conversion product (the product of 0.15 times the amount, if any, by which (i) the sum of the enterprise value as of the date of the Triggering Event plus total distributions paid to the Company’s stockholders through the date of the Triggering Event

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September 30, 2016

(Unaudited)

exceeds (ii) the sum of the Company's stockholders’ invested capital plus a 6.0% return as of the date of the Triggering Event) divided by (b) the quotient of the enterprise value divided by the number of shares of the Company’s common stock outstanding (on an as-converted basis) on the date of the Triggering Event. The conversion product will be reduced by the amounts payable pursuant to the annual subordinated performance fee as realized appreciation in the Company’s assets during the time that the Former Advisor or one of its affiliates acts as the Company’s advisor. Subsequent to September 30, 2016, the Company determined that as a result of the termination of the advisory agreement between the Former Advisor and the Company a Triggering Event had occurred and, based on the Company’s determination of the enterprise value of the Company on the date of the Triggering Event, the total distributions paid to the Company’s stockholders through the date of the Triggering Event, and the sum of the Company's stockholders’ invested capital as of the date of the Triggering Event, that the convertible shares converted into a number of common shares equal to zero. As a result, the convertible shares that were issued to the Former Advisor have been extinguished and no common shares were issued in connection with the conversion.

Distributions

In order to maintain its election to qualify as a REIT, the Company must currently distribute, at a minimum, an amount equal to 90% of its taxable income, without regard to the deduction for distributions paid and excluding net capital gains. The Company must distribute 100% of its taxable income (including net capital gains) to avoid paying corporate federal income taxes.

In May 2013, the Company's board of directors authorized, and the Company declared, a distribution payable on a monthly basis to stockholders of record on each day at a rate equal to $0.00565068493 per day, which is equivalent to $2.0625 per annum, per share of common stock. In March 2016, the Company's board of directors ratified the existing distribution amount a change to the daily distribution amount equivalent to $2.0625 per annum and for calendar year 2016, affirmed a change to the daily distribution amount to $0.0056352459 per day per share of common stock, effective January 1, 2016, to accurately reflect that 2016 is a leap year. The Company's distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The Board may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore, distributions payments are not assured. The Company distributed $49.1 million during the nine months ended September 30, 2016, comprised of $30.0 million in cash and $19.1 million in shares of common stock issued under the DRIP. The Company distributed $31.8 million during the nine months ended September 30, 2015, comprised of $18.2 million in cash and $13.6 million in shares of common stock issued under the DRIP. On November 10, 2016 the Company’s board of directors changed the DRIP offer price to $20.05, which is equal to the estimated per-share NAV as of September 30, 2016 approved by the board of directors. The price change will apply to the reinvestment of distributions commencing with October 2016 distributions.

Share Repurchase Program

The Company's Board unanimously approved an amended and restated share repurchase program (the “SRP”), which became effective on February 28, 2016. The SRP enables stockholders to sell their shares to the Company. Subject to certain conditions, stockholders that purchased shares of the Company's common stock or received their shares from us (directly or indirectly) through one or more non-cash transactions and have held their shares for a period of at least one year may request that the Company repurchase their shares of common stock so long as the repurchase otherwise complies with the provisions of Maryland law. Repurchase requests made following the death or qualifying disability of a stockholder will not be subject to any minimum holding period.

The repurchase price per share for requests other than for death or disability will be equal to the most-recent estimated net asset value per share of the Company's common stock calculated by the Company's Advisor and approved by the Company's board of directors in accordance with the Company's valuation guidelines, or estimated per-share NAV, multiplied by a percentage equal to (i) 92.5%, if the person seeking repurchase has held his or her shares for a period greater than one year and less than two years; (ii) 95%, if the person seeking repurchase has held his or her shares for a period greater than two years and less than three years; (iii) 97.5%, if the person seeking repurchase has held his or her shares for a period greater than three years and less than four years; or (iv) 100%, if the person seeking repurchase has held his or her shares for a period greater than four years. In the case of requests for death or disability, the repurchase price per share will be equal to the estimated per-share NAV at the time of repurchase.

Repurchases pursuant to the SRP, when requested, generally will be made semiannually (each six-month period ending June 30 or December 31, a “fiscal semester”). Repurchases for any fiscal semester will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuant to the SRP for any given fiscal semester will be limited to proceeds received during that same

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(Unaudited)

fiscal semester through the issuance of common stock pursuant to any DRIP in effect from time to time, provided that the Board has the power, in its sole discretion, to determine the amount of shares repurchased during any fiscal semester as well as the amount of funds to be used for that purpose. Any repurchase requests received during such fiscal semester will be paid at a price based on the Company's estimated per share NAV applicable on the last day of such fiscal semester, as described above. Due to these limitations, the Company cannot guarantee that the Company will be able to accommodate all repurchase requests made during any fiscal semester or fiscal year. However, a stockholder may withdraw its request at any time or ask that the Company honors the request when funds are available. Pending repurchase requests will be honored on a pro rata basis. The Company will generally pay repurchase proceeds, less any applicable tax or other withholding required by law, by the 31st day following the end of the fiscal semester during which the repurchase request was made.

Calculations of the Company's estimated per-share NAV will occur periodically, at the discretion of the Board, provided that such calculations will be made at least annually. Following its calculation, the Company's estimated per-share NAV will be disclosed in a periodic report. The most recent calculation of the Company's estimated per-share NAV approved by the Board occurred on November 10, 2016 based on the Company's net asset value as of September 30, 2016 and was equal to $20.05.

When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares.

The following table reflects the number of shares repurchased under the SRP cumulatively through September 30, 2016:



	Number of Requests	Number of Shares Repurchased⁽¹⁾	Average Price per Share
Cumulative as of December 31, 2015	301	381,474	$	23.72
January 1 - March 31, 2016	—	—	—
April 1 - June 30, 2016	668	536,240	24.08
July 1 - September 30, 2016	4	3,542	25.27
Cumulative as of September 30, 2016	973	921,256	$	23.94

________________________

¹ As permitted under the SRP, in July 2016, our board of directors authorized, with respect to redemption requests received during the semi-annual period from January 1, 2016 to June 30, 2016, the repurchase of shares validly submitted for repurchase in an amount limited to the proceeds reinvested through our DRIP. As a result, redemption requests in the amount of 208,470 shares were not fulfilled.

Note 8 - Commitments and Contingencies

Unfunded Commitments Under Commercial Mortgage Loans

As of September 30, 2016 and December 31, 2015, the Company had the below unfunded commitments to the Company's borrowers.



Funding Expiration	September 30, 2016		December 31, 2015
2016	$	238	$	890
2017	7,957		16,072
2018	74,745		104,428
2019	10,039		16,939
2023	6,500		—
Total	$	99,479	$	138,329

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. Except as noted below, the Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time. On June 6, 2016, an action was filed against the Company and two of its directors in the United States District Court for the Southern District of New York and styled Rurode v. Realty Finance Trust, Inc., et. al., No. 1:16-cv-04553. The plaintiff’s individual and derivative complaint alleged that the Company made material misstatements in the proxy statement for its 2016 annual stockholder’s meeting related to an alleged planned merger transaction between the Company and an affiliate of its former advisor. The plaintiff alleged violations of Section 14(a) of the Securities Exchange Act of 1934 and sought to enjoin the Company’s 2016 annual meeting. On June 28, 2016, the parties filed, and the court subsequently entered, a stipulation and order of dismissal of the action, but provided that the court would retain jurisdiction to consider any application by plaintiff for an award of attorneys’ fees. On October 20, 2016, the plaintiff submitted a request for $0.75 million in fees and expenses. The Company intends to oppose that request. The Company did not record any accrual in the September 30, 2016 financial statements related fee and expense request as the Company does not believe it is probable there will be a judgment against the Company that would have a material effect on the Company’s financial statements.

Note 9 - Related Party Transactions and Arrangements

The Company entered into the Advisory Agreement with the Advisor on September 29, 2016.

The Advisor receives an acquisition fee of 1.0% of the principal amount funded by the Company to originate or acquire commercial mortgage loans and 1.0% of the anticipated net equity funded by the Company to acquire real estate securities; provided, however, that if and when the aggregate purchase price for all investments acquired after the date of the Advisory Agreement reaches $600,000,000, the Company’s obligation to pay acquisition fees to the Advisor shall terminate. The Company reimburses the Advisor for insourced expenses incurred by the Advisor on behalf of the Company related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5% of the principal amount funded by the Company to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by the Company to acquire real estate securities investments. In no event will the total of all acquisition fees and acquisition expenses exceed 4.5% of the principal amount funded with respect to the Company's total portfolio including subsequent fundings to investments in the Company's portfolio.

The Company pays the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5% of stockholder’s equity as calculated pursuant to the Advisory Agreement. The Company will pay the Advisor, an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital exceeds 6.0% per annum, the Advisor will be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to the Advisor exceed 10.0% of the aggregate total return for such year. The Company will reimburse the Advisor for expenses incurred related to administrative services such as accounting, legal and other services in accordance with the advisory agreement. Except as noted below, the Company did not make any payments to the Advisor for the three and nine months ended September 30, 2016.

Until September 29, 2016, the Former Advisor served as the Company’s advisor and the Company paid the Former Advisor certain fees and expense reimbursements pursuant to its advisory agreement with the Former Advisor.

The Company also engaged in transactions with affiliates of the Former Advisor and AR Global. Until January 2016, the Company had been engaged in a public offering of its common shares, which was registered with the SEC (the “Offering”). Realty Capital Securities, LLC (the "Former Dealer Manager") served as the dealer manager of the Offering through December 31, 2015. American National Stock Transfer, LLC, a subsidiary of the parent company of the Former Dealer Manager ("ANST"), provided the Company with transfer agency services through February 2016. RCS Capital Corporation, the parent company of the Company's Former Dealer Manager and certain of its affiliates that provided the Company with services, filed for Chapter 11 bankruptcy protection in January 2016, prior to which they were under common control with AR Global. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc.

Share Ownership

As of September 30, 2016 and December 31, 2015, entities wholly-owned by AR Global owned 52,771 and 8,888 shares of the Company’s outstanding common stock, respectively.

Fees Paid to Affiliates of AR Global in Connection with the Offering

Prior to the termination of the Offering, the Former Dealer Manager received fees and compensation in connection with the sale of the Company’s common stock in the Offering. The Former Dealer Manager received a selling commission of up to 7%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

of the per share purchase price of the Company's offering proceeds before reallowance of commissions earned by soliciting dealers. In addition, the Former Dealer Manager received up to 3% of the gross proceeds from the sale of shares, before reallowance to soliciting dealers, as a dealer manager fee. The Former Dealer Manager was permitted to reallow its dealer manager fee to such soliciting dealers.

The predecessor to AR Global was a party to a services agreement with RCS Advisory Services, LLC, ("RCS Advisory") a subsidiary of the parent company of the Former Dealer Manager, pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by AR Global with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to AR Global instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided to the Company by RCS Advisory.

The Company was also party to a transfer agency agreement with ANST, pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by a third-party transfer agent. AR Global received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. Subsequently, effective February 26, 2016, the Company entered into a definitive agreement with DST Systems, Inc., a third-party and its previous provider of sub-transfer agency services, to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services).

The table below shows the compensation and reimbursement to the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager incurred for services relating to the Offering during the three and nine months ended months ended September 30, 2016 and 2015, respectively, and the associated payable as of September 30, 2016 and December 31, 2015, respectively (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,				Payable as of
	2016		2015		2016		2015		September 30, 2016		December 31, 2015
Total commissions and fees incurred from the Former Dealer Manager	$	—	$	9,932	$	—	$	30,700	$	—	$	—

Total compensation and reimbursement for services provided by the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager	$	—	$	1,957	$	—	$	5,805	$	480	$	480

The payables as of September 30, 2016 and December 31, 2015 in the table above are included in "Due to affiliates" on the Company's consolidated balance sheets. The fees incurred are recorded within additional paid in capital line in the consolidated balance sheets.

The Company is responsible for organizational and offering costs from the Offering, excluding commissions and Former Dealer Manager fees, up to a maximum of 2.0% of gross proceeds from its Offering of common stock, measured at the end of the Offering. Organizational and offering costs in excess of the 2.0% cap as of the end of the Offering are the Advisor's responsibility. As of September 30, 2016 and December 31, 2015, organizational and offering costs exceeded 2.0% of cap of gross proceeds received from the Offering by $0.8 million and $0.8 million, respectively which has been recorded in Additional Paid-In Capital of the Company's consolidated financial statements as the Former Advisor has not reimbursed the Company for these costs. Subsequent to September 30, 2016, these amounts were reimbursed to the Company.

Fees Paid to Former Advisor in Connection with the Operations of the Company

The Former Advisor received an acquisition fee of 1.0% of the principal amount funded by the Company to originate or acquire commercial mortgage loans and 1.0% of the anticipated net equity funded by the Company to acquire real estate securities. The Company reimbursed the Former Advisor for expenses incurred by the Former Advisor on behalf of the Company related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5% of the principal

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

amount funded by the Company to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by the Company to acquire real estate securities investments. During the three and nine months ended September 30, 2016, acquisition fees of $0.3 million and $0.6 million and for three and nine months ended September 30, 2015, acquisition fees of $1.8 million and $6.0 million, respectively, have been recognized in Acquisition fees within the consolidated statement of operations. In addition, for the three and nine months ended September 30, 2015 the Company capitalized $0.5 million and $2.2 million, of acquisition expenses in Commercial mortgage loans line within the Company's consolidated balance sheets, which will be amortized over the life of each investment using the effective interest method. The Company did not capitalize any acquisitions expenses for the three and nine months ended September 30, 2016.

The Company paid the Former Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 0.75% of the cost of the Company's assets. The asset management fee was based on the lower of the cost of the Company's assets and the fair value of the Company's assets (fair value will consist of the market value of each portfolio investment as determined by the Former Advisor in accordance with the Company's valuation guidelines). During the three and nine months ended September 30, 2016 , the Company incurred $2.3 million and $7.1 million, respectively, in asset management fees. The total asset management fees were incurred to both the Former Advisor and the Advisor, the Former Advisor receiving $2.3 million and $7.1 million, while the amount payable to the Advisor is $26.4 thousand for the three and nine months ended, respectively. During the three and nine months ended 2015, the Company incurred $1.9 million and $2.4 million in asset management fees, respectively, all of which were attributable to the Former Advisor. These asset management fees are recorded in Asset management and subordinated performance fee within the consolidated statement of operations. Prior to June 17, 2015, the amount of the asset management fee was reduced to the extent that funds from operations as defined by the National Association of Real Estate Investment Trusts ("FFO"), as adjusted, during the six month period ending on the last day of the calendar quarter immediately preceding the date such asset management fee was payable, was less than distributions declared during the same period. For purposes of this determination, FFO, as adjusted, is FFO adjusted to (i) include acquisition fees and acquisition expenses; (ii) include non-cash restricted stock grant amortization, if any; and (iii) impairments and loan loss reserves on investments, if any (including commercial mortgage loans and other debt investments). FFO, as adjusted, is not the same as FFO.

The Company paid the Former Advisor an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital exceeds 6.0% per annum, the Former Advisor was be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to the Former Advisor exceed 10.0% of the aggregate total return for such year. The Company did not incur an annual subordinated performance fee during the three and nine months ended September 30, 2016. In the June 30, 2016 Form 10-Q filed with the SEC on August 11, 2016 the Company recorded an annual subordinated performance fee of $1.3 million for the six months ended June 30, 2016. This amount has been reversed as the Company determined that as of the date the advisory agreement with the Former Advisor was terminated, the conditions necessary for payment of the annual subordinated performance fee for 2016 had not been satisfied. During the three and nine months ended September 30, 2015, the Company incurred an annual subordinated performance fee of $0.6 million and $1.4 million, respectively. These subordinated performance fees are recorded in Asset management and subordinated performance fee within the statement of operations.

Effective June 1, 2013, the Company entered into an agreement with the Former Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. The Company prepaid the cost of a one-time $0.9 million fee associated with this agreement and amortized the cost over the estimated life of the Offering into Other expenses on the Company's consolidated statements of operations. For period ending December 31, 2015, the Company had approximately $6,000 of unamortized cost. There was no remaining unamortized cost as of September 30, 2016 and these services are no longer being provided.

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

The table below depicts related party fees and reimbursements in connection with the operations of the Company for the three and nine months ended September 30, 2016 and 2015 and the associated payable as of September 30, 2016 and December 31, 2015 (in thousands):



	Three Months Ended September 30,					Nine Months Ended September 30,				Payable as of
	2016			2015		2016		2015		September 30, 2016		December 31, 2015
Acquisition fees and expenses ⁽¹⁾	$	255		$	572	$	635	$	8,441	$	28	$	55
Administrative services expenses	2,480		—	—		3,835		—		1,500		—
Advisory and investment banking fee	—			14		6		42		—		—
Asset management and subordinated performance fee	1,066			2,405		7,091		3,741		758		3,792
Other related party expenses	6			—		56		—		32		—
Total related party fees and reimbursements	$	3,807		$	2,991	$	11,623	$	12,224	$	2,318	$	3,847

________________________

¹ Includes amortization of capitalized acquisition fees and expenses.

The payables as of September 30, 2016 and December 31, 2015 in the table above are included in "Due to affiliates" on the Company's consolidated balance sheets.

In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Former Advisor could elect to waive certain fees. The Former Advisor permanently waived a portion of the acquisition fees and expenses earned on the acquisition of the Company's CMBS in the amount of $0.1 million and $0.5 million for the three and nine months ended September 30, 2015, respectively. The Company did not purchase any CMBS positions during the three and nine months ended September 30, 2016 as such did not incur any acquisition fees and expenses for CMBS purchases.

Subject to the limitations outlined below, the Company reimbursed the Former Advisor's cost of providing administrative services and personnel costs in connection with other services during the operational stage, in addition to paying an asset management fee; however, the Company did not reimburse the Former Advisor for personnel costs in connection with services for which the Former Advisor received acquisition fees or disposition fees. For the three and nine months ended September 30, 2016, the Company incurred $2.5 million and $3.8 million of administrative costs in connection with the operations of the Company, which is included in "Administrative services expenses" in the consolidated statements of operations. The Company did not incur such expenses for the three and nine months ended September 30, 2015.

The Former Advisor was required to pay any expenses in which the Company's operating expenses as defined by North American Securities Administrators Association at the end of the four preceding fiscal quarters exceeds the greater of (i) 2.0% of average invested assets or (ii) 25.0% of net income for such expense year. For the preceding four fiscal quarters, the Company did not exceed the greater of the two aforementioned criteria as of September 30, 2016.

Fees Paid to the Former Advisor in Connection with the Listing of the Company's Common Stock or Termination of the Advisory Agreement

On December 30, 2014, the Company issued 1,000 convertible shares to the Former Advisor for $1.00 per share. The convertible shares issued to the Advisor would convert to shares of the Company’s common stock upon the first to occur of any of the Triggering Events described in Note 7. Subsequent to September 30, 2016, the Company determined that as a result of the termination of the advisory agreement between the Former Advisor and the Company a Triggering Event had occurred and, based on the Company’s determination of the enterprise value of the Company on the date of the Triggering Event, the total distributions paid to the Company’s stockholders through the date of the Triggering Event, and the sum of the Company's stockholders’ invested capital as of the date of the Triggering Event, that the convertible shares converted into a number of common shares equal to zero. As a result, the convertible shares that were issued to the Former Advisor have been extinguished and no common shares were issued in connection with the conversion.

During the three and nine months ended September 30, 2016 and 2015, no fees were paid in connection with the liquidation of assets, listing of the Company's common stock or termination of the advisory agreement.

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

The Company has also established a restricted share plan for the benefit of employees, directors, employees of the Advisor and its affiliates.

Note 10 - Fair Value of Financial Instruments

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair values. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:


•	Level I - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.


•	Level II - Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.


•	Level III - Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.

The Company has implemented valuation control processes to validate the fair value of the Company's financial instruments measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.

CMBS are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, recent trades of similar real estate securities and the spreads used in the prior valuation. The Company obtains current market spread information where available and uses this information in evaluating and validating the market price of all CMBS. Depending upon the significance of the fair value inputs used in determining these fair values, these real estate securities are classified in either Level II or Level III of the fair value hierarchy. As of September 30, 2016 and December 31, 2015, the Company received broker quotes on each CMBS investment used in determining the fair value and have been classified as Level II due to the observable nature of many of the market inputs.

The following table presents the Company's financial instruments carried at fair value on a recurring basis in the consolidated balance sheets by its level in the fair value hierarchy as of September 30, 2016 and December 31, 2015 (in thousands):



	Total		Level I		Level II		Level III
September 30, 2016
Real estate securities	$	57,639	$	—	$	57,639	$	—
December 31, 2015
Real estate securities	130,754		—		130,754		—

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. The Company's policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the beginning of the reporting period. There were no transfers between levels within fair value hierarchy during the three and nine months ended September 30, 2016 and 2015. There are no financial instruments carried at fair value on a non-recurring basis as of September 30, 2016 and December 31, 2015.

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

The fair value of cash and cash equivalents and restricted cash are measured using observable quoted market prices, or Level I inputs and their carrying value approximates their fair value. The fair value of borrowings under repurchase agreements approximate their carrying value on the consolidated balance sheets due to their short-term nature, and are measured using Level II inputs.

The fair values of the Company's commercial mortgage loans and collateralized loan obligations, which are not reported at fair value on the consolidated balance sheets are reported below as of September 30, 2016 and December 31, 2015 (in thousands):



		Level	Carrying Amount		Fair Value
September 30, 2016
Commercial mortgage loans ⁽¹⁾	Asset	III	$	1,120,902	$	1,117,636
Collateralized loan obligation	Liability	II	287,505		289,680
December 31, 2015
Commercial mortgage loans⁽¹⁾	Asset	III	1,125,089		1,138,841
Collateralized loan obligation	Liability	II	287,229		289,733

________________________

¹ The carrying value is gross of $1.6 million and $0.9 million of allowance for loan losses as of September 30, 2016 and December 31, 2015, respectively.

The fair value of the commercial mortgage loans is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of investments. The Company received broker quotes for each tranche of CLO to determine the fair value of the debt.

Note 11 - Offsetting Assets and Liabilities

The Company's consolidated balance sheets used a gross presentation of repurchase agreements and collateral pledged. The table below provides a gross presentation, the effects of offsetting and a net presentation of the Company's repurchase agreements within the scope of ASC 210-20, Balance Sheet—Offsetting, as of September 30, 2016 and December 31, 2015, (in thousands):



							Gross Amounts Not Offset on the Balance Sheet
Repurchase Agreements	Gross Amounts of Recognized Liabilities		Gross Amounts Offset on the Balance Sheet		Net Amount of Liabilities Presented on the Balance Sheet		Financial Instruments as Collateral Pledged ^(*)		Cash Collateral Pledged		Net Amount
September 30, 2016
Commercial mortgage loans	$	241,868	$	—	$	241,868	$	399,544	$	5,000	$	—
Real estate securities	72,698		—		72,698		112,283		—		—
December 31, 2015
Commercial mortgage loans	206,239		—		206,239		355,802		5,000		—
Real estate securities	117,211		—		117,211		171,071		366		—

Note 12 - Segment Reporting

The Company conducts its business through the following segments:


•	The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.


•	The real estate securities business focuses on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

The following table represents the Company's operations by segment for the three months ended September 30, 2016 and 2015 (in thousands):



Three Months Ended September 30, 2016	Total		Real Estate Debt		Real Estate Securities
Interest income	$	20,250	$	18,682	$	1,568
Interest expense	7,317		6,642		675
Net income	5,373		5,265		108
Three Months Ended September 30, 2015
Interest income	16,252		15,285		967
Interest expense	3,469		3,175		294
Net income	7,425		7,105		320

The following table represents the Company's operations by segment for the nine months ended September 30, 2016 and 2015 (in thousands):



Nine Months Ended September 30, 2016	Total		Real Estate Debt		Real Estate Securities
Interest income	$	60,763	$	55,973	$	4,790
Interest expense	17,478		15,443		2,035
Net income	23,653		22,775		878
Nine Months Ended September 30, 2015
Interest income	38,341		36,303		2,038
Interest expense	7,925		7,323		602
Net income	16,360		15,853		507

The following table represents the Company's total assets by segment as of September 30, 2016 and December 31, 2015 (in thousands):



As of September 30, 2016	Total		Real Estate Debt		Real Estate Securities
Total Assets	$	1,249,412	$	1,191,562	$	57,850

As of December 31, 2015
Total Assets	1,282,484		1,150,858		131,626

For the purposes of the table above, any expenses not associated with a specific segment have been allocated to the business segments using a percentage derived by using the sum of commercial mortgage loans, net and real estate securities, at fair value as the denominator and commercial mortgage loans, net and real estate securities, at fair value as the numerators.

Note 13 - Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following transactions:

Repurchase Agreements

The Company entered into the JPM Amendment as of October 5, 2016, pursuant to which the limit on the JPM Repo Facility was increased from $150 million to $300 million with the payment of an extension fee. The proceeds were used to payoff the BarclaysRepo facility in its entirety. For additional information refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources.”

Indemnification Agreement

On October 27, 2016, the Company entered into an indemnification agreement (the “Indemnification Agreement”) with each of Buford Ortale, Jamie Handwerker, Richard Byrne, Jerome Baglien and Micah Goodman (each an “Indemnitee”) in

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

connection with their respective appointment as a director and/or officer of the Company. The Indemnification Agreement provides that the Company will indemnify the Indemnitee, to the fullest extent permitted by Maryland law and the Company's charter and subject to the limitations set forth in the Indemnification Agreement, from and against all judgments, penalties, fines and amounts paid in settlement and expenses reasonably incurred by the Indemnitee that may result or arise in connection with the Indemnitee serving in his capacity as a present or former director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at our request. The Indemnification Agreement further provides that, subject to the limitations set forth in the Indemnification Agreement, the Company will, without requiring a preliminary determination of the Indemnitee’s ultimate entitlement of indemnification under the Indemnification Agreement, advance all reasonable expenses to the Indemnitee incurred by or on behalf of the Indemnitee in connection with any proceeding the Indemnitee is or is threatened to be made a party to.

The Indemnification Agreement provides that the Indemnitee is entitled to indemnification unless it is established that (a) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the Indemnitee actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that his conduct was unlawful. The Indemnification Agreement further limits the Indemnitee’s entitlement to indemnification in cases where (a) the proceeding was won by or in the right of the Company and the Indemnitee was adjudged to be liable to the Company, (b) the Indemnitee was adjudged to be liable on the basis that personal benefit was improperly received in any proceeding charging improper personal benefit to the Indemnitee or (c) the proceeding was brought by the Indemnitee, except in certain circumstances.

The Indemnification Agreement also provides that, except for a proceeding brought by the Indemnitee, the Company has the right to defend the Indemnitee in any proceeding which may give rise to indemnification under the Indemnification Agreement. The Indemnification Agreement grants the Indemnitee the right to separate counsel in certain proceedings involving separate defenses, counterclaims or other conflicts of interest and in proceedings in which the Company fail to assume the defense of the Indemnitee in a timely manner. The Indemnification Agreement further provides that the Company will use its reasonable best efforts to acquire directors and officers liability insurance covering the Indemnitee or any claim made against the Indemnitee by reason of his service to the Company.

The description of the Indemnification Agreement in this Quarterly Report on Form 10-Q is a summary and is qualified in its entirety by the terms of the form of Indemnification Agreement attached as Exhibit 10.4 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Distributions Paid

On October 3, 2016, the Company paid a distribution of $5.3 million to stockholders of record during the month of September 2016. The Company paid $3.3 million of the distribution in cash, while $2.0 million was used to purchase 77,828 shares through the DRIP.

Determination of Net Asset Value per Share

On November 10, 2016, the Company’s board of directors unanimously determined an estimated NAV per share of the Company’s common stock of $20.05 as of September 30, 2016. The estimated NAV per share is based upon the estimated value of the Company’s assets less the Company’s liabilities as of September 30, 2016. Duff & Phelps, LLC, an independent third-party real estate advisory firm, performed appraisals of the Company’s investment portfolio. The Advisor calculated the estimated NAV per share based on the Duff & Phelps, LLC valuations and recommended to the board of directors the estimated NAV per share calculated by the Advisor. The valuation was performed in accordance with the provisions of Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Investment Program Association in April 2013.

On November 10, 2016, the Company’s board of directors unanimously determined: (i) to change the purchase price for shares issued pursuant to the DRIP to equal the estimated NAV per share; and (ii) to change the repurchase price of shares under the SRP to equal, or be at a discount from, the estimated NAV per share. Accordingly, the Company (i) will offer shares pursuant to the DRIP at a purchase price of $20.05, beginning with October 2016 distributions which are reinvested in November 2016; and (ii) will repurchase shares pursuant to the SRP at a repurchase price of $20.05, subject to discounts in certain circumstances and subject to the terms and conditions of the SRP.

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REALTY FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

Convertible Shares

Subsequent to September 30, 2016, the Company determined that as a result of the termination of the advisory agreement between the Former Advisor and the Company a Triggering Event had occurred and, based on the Company’s determination of the enterprise value of the Company on the date of the Triggering Event, the total distributions paid to the Company’s stockholders through the date of the Triggering Event, and the sum of the Company's stockholders’ invested capital as of the date of the Triggering Event, that the convertible shares converted into a number of common shares equal to zero. As a result, the convertible shares that were issued to the Former Advisor have been extinguished and no common shares were issued in connection with the conversion.

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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 the accompanying consolidated financial statements of Realty Finance Trust, Inc. The notes thereto and other financial information included elsewhere in this Quarterly Report on Form 10-Q as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the U.S. Securities and Exchange Commission (the "SEC") on March 11, 2016.

As used herein, the terms "we," "our" and "us" refer to Realty Finance Trust, Inc., a Maryland corporation, and, as required by context, to Realty Finance Operating Partnership, L.P., a Delaware limited partnership, which we refer to as the "OP," and to its subsidiaries. We are externally managed by Benefit Street Partners, L.L.C. (our "Advisor").

The forward-looking statements contained in this Quarterly Report on Form 10-Q may include, but are not limited to, statements as to:


•	our business and investment strategy;


•	our ability to make investments in a timely manner or on acceptable terms;


•	current credit market conditions and our ability to obtain long-term financing for our investments in a timely manner and on terms that are consistent with what we project when we invest;


•	the effect of general market, real estate market, economic and political conditions, including the recent economic slowdown and dislocation in the global credit markets;


•	our ability to make scheduled payments on our debt obligations;


•	our ability to generate sufficient cash flows to make distributions to our stockholders;


•	our ability to generate sufficient debt and equity capital to fund additional investments;


•	our ability to refinance our existing financing arrangements;


•	the degree and nature of our competition;


•	the availability of qualified personnel;


•	our ability to maintain our qualification as a real estate investment trust ("REIT"); and


•	other factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015.

In addition, words such as "anticipate," "believe," "expect" and "intend" indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason.

Our investors should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Overview

We were incorporated in Maryland on November 15, 2012 and conduct our operations to qualify as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2013. On May 14, 2013, we commenced business operations after raising in excess of $2.0 million of equity, the amount require for us to release equity proceeds from escrow. We are in business to originate, acquire and manage a diversified portfolio of commercial real estate debt secured by properties located both within and outside of the United States. We also invest in commercial real estate securities. Commercial real estate debt investments may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. Commercial real estate securities may include CMBS, senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies and CDOs.

We have no employees. On September 29, 2016 we terminated our advisory agreement with our former advisor and entered into the Advisory Agreement with our Advisor. The appointment of the Advisor and the execution of the Advisory Agreement were recommended by a special committee (the “Special Committee”) of our board of directors consisting exclusively of our independent directors. The Special Committee, with the assistance of its independent financial advisor and independent legal counsel, conducted a competitive process to select a new advisor before selecting the Advisor. Our Advisor manages our affairs on a day-to-day basis. The Advisor receives compensation and fees for services related to the investment and management of our assets and our operations.

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The Advisor, an SEC-registered investment adviser, is a credit-focused alternative asset management firm with over $14 billion in assets under management. The Advisor manages assets across a broad range of complementary credit strategies, including high yield, levered loans, private/opportunistic debt, liquid credit, structured credit and commercial real estate debt. The Advisor has over 115 professionals, including a 34-person team dedicated to the Advisor's real estate platform. The Advisor is affiliated with Providence Equity Partners L.L.C.

On November 10, 2016, our board of directors unanimously determined an estimated NAV per share of our common stock of $20.05 as of September 30, 2016. The estimated NAV per share is based upon the estimated value of our assets less our liabilities as of September 30, 2016. With the unanimous approval of the board of directors, we engaged Duff & Phelps, LLC, an independent third-party real estate advisory firm, who performed appraisals of our real estate assets. Our Advisor calculated the estimated NAV per share, and our board of directors, unanimously, approved the estimated NAV per share calculated by our Advisor. The valuation was performed in accordance with the provisions of Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Investment Program Association in April 2013. Commencing with the reinvestment of our October 2016 monthly dividends in November 2016, the per share price for our dividend reinvestment program ("DRIP") offering will be equal to our new estimated per share NAV.

Significant Accounting Policies and Use of Estimates

A summary of our significant accounting policies is set forth in Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements included in this Quarterly Report on Form 10-Q. A full disclosure of our significant accounting polices is disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.

Portfolio

As of September 30, 2016 and December 31, 2015, our portfolio consisted of 73 and 77 loans (the "Loans") and 7 and 16 investments in CMBS, respectively. The Loans had a total carrying value, net of allowance for loan losses, of $1,119.3 million and $1,124.2 million, and our CMBS investments had a fair value of $57.6 million and $130.8 million as of September 30, 2016 and December 31, 2015, respectively. For our loans, we currently estimate loss rates based on historical realized losses experienced in the industry and take into account current collateral and economic conditions affecting the probability or severity of losses when establishing the allowance for loan losses. We recorded a general allowance for loan losses as of September 30, 2016 and December 31, 2015 in the amount of $1.6 million and $0.9 million, respectively. There were no impaired or specifically reserved loans in the portfolio as of September 30, 2016 and December 31, 2015.

As of September 30, 2016 and December 31, 2015, our Loans had a weighted average coupon of 6.1% and 6.1%, and a weighted average life of 2.08 and 2.7 years, respectively. Our CMBS investments had a weighted average coupon of 5.3% and 4.7% and a remaining life of 2.98 and 3.2 years as of September 30, 2016 and December 31, 2015, respectively. The following charts summarize our portfolio as a percentage of par value, including CMBS, by the collateral type, geographical region and coupon rate type as of September 30, 2016 and December 31, 2015:

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An investments region classification is defined according to the map below based on the location of investments' secured property.

The following charts show the par value by maturity year for the investments in our portfolio as of September 30, 2016 and December 31, 2015.

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The following table shows selected data from our commercial mortgage loans portfolio as of September 30, 2016 (in thousands):



Loan Type	Property Type	Par Value	Interest Rate ⁽¹⁾	Effective Yield	Loan to Value ⁽²⁾
Senior 1	Retail	$7,460	1M LIBOR + 4.75%	5.5%	78.0%
Senior 2	Office	8,676	1M LIBOR + 4.65%	5.5%	70.8%
Senior 3	Office	38,750	1M LIBOR + 5.25%	6.0%	75.0%
Senior 4	Office	13,363	1M LIBOR + 4.75%	5.4%	74.4%
Senior 5	Retail	14,600	1M LIBOR + 4.25%	5.0%	65.0%
Senior 6	Office	19,250	1M LIBOR + 4.55%	5.2%	70.0%
Senior 7	Multifamily	17,760	1M LIBOR + 4.75%	5.5%	75.0%
Senior 8	Multifamily	14,424	1M LIBOR + 4.50%	5.3%	76.0%
Senior 9	Office	12,000	1M LIBOR + 4.75%	5.4%	54.1%
Senior 10	Multifamily	22,933	1M LIBOR + 4.25%	4.9%	69.6%
Senior 11	Multifamily	9,011	1M LIBOR + 4.75%	5.6%	76.0%
Senior 12	Retail	9,850	1M LIBOR + 5.25%	6.0%	80.0%
Senior 13	Industrial	19,033	1M LIBOR + 4.25%	5.0%	68.0%
Senior 14	Hospitality	10,350	1M LIBOR + 5.50%	6.3%	69.9%
Senior 15	Office	33,572	1M LIBOR + 4.65%	5.5%	80.0%
Senior 16	Retail	4,725	1M LIBOR + 5.50%	6.4%	72.0%
Senior 17	Retail	22,552	1M LIBOR + 4.75%	5.6%	55.0%
Senior 18	Multifamily	42,347	1M LIBOR + 4.00%	4.7%	77.0%
Senior 19	Retail	7,500	1M LIBOR + 5.00%	5.9%	59.0%
Senior 20	Office	13,361	1M LIBOR + 5.00%	5.8%	75.0%
Senior 21	Hospitality	11,482	1M LIBOR + 5.75%	6.5%	60.0%
Senior 22	Hospitality	14,380	1M LIBOR + 5.30%	6.0%	73.5%
Senior 23	Mixed Use	20,145	1M LIBOR + 5.50%	6.2%	55.3%
Senior 24	Multifamily	18,617	1M LIBOR + 4.20%	4.9%	76.4%
Senior 25	Mixed Use	10,901	1M LIBOR + 5.10%	5.9%	75.0%
Senior 26	Multifamily	41,983	1M LIBOR + 4.25%	5.0%	77.0%
Senior 27	Retail	9,450	1M LIBOR + 4.90%	5.6%	69.2%
Senior 28	Industrial	33,655	1M LIBOR + 4.00%	4.6%	65.0%

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Loan Type	Property Type	Par Value	Interest Rate ⁽¹⁾	Effective Yield	Loan to Value ⁽²⁾
Senior 29	Mixed Use	45,235	1M LIBOR + 5.50%	6.3%	72.6%
Senior 30	Multifamily	8,850	1M LIBOR + 4.70%	5.5%	68.8%
Senior 31	Office	26,525	1M LIBOR + 4.60%	5.3%	65.0%
Senior 32	Mixed Use	8,016	1M LIBOR + 4.75%	5.5%	78.3%
Senior 33	Hospitality	16,800	1M LIBOR + 4.90%	5.6%	74.0%
Senior 34	Office	35,000	1M LIBOR + 5.00%	5.6%	79.0%
Senior 35	Office	6,290	1M LIBOR + 4.90%	5.5%	80.0%
Senior 36	Retail	11,800	1M LIBOR + 4.75%	5.5%	79.4%
Senior 37	Retail	13,500	1M LIBOR + 5.00%	5.8%	78.0%
Senior 38	Retail	11,684	1M LIBOR + 4.50%	5.2%	74.8%
Senior 39	Multifamily	18,075	1M LIBOR + 4.50%	5.2%	75.0%
Senior 40	Mixed Use	31,250	1M LIBOR + 4.50%	5.2%	75.0%
Senior 41	Multifamily	25,232	1M LIBOR + 4.25%	5.0%	79.7%
Senior 42	Office	9,802	1M LIBOR + 5.50%	6.4%	75.0%
Senior 43	Multifamily	29,101	1M LIBOR + 3.85%	4.3%	76.8%
Senior 44	Multifamily	10,920	1M LIBOR + 3.95%	4.4%	77.5%
Senior 45	Multifamily	12,412	1M LIBOR + 3.95%	4.4%	78.2%
Senior 46	Multifamily	5,894	1M LIBOR + 4.05%	4.5%	80.0%
Senior 47	Office	28,489	1M LIBOR + 4.25%	4.9%	73.3%
Senior 48	Multifamily	14,168	1M LIBOR + 5.00%	5.7%	76.7%
Senior 49	Retail	26,500	1M LIBOR + 4.75%	5.3%	67.4%
Senior 50	Multifamily	10,807	1M LIBOR + 4.75%	5.4%	75.0%
Mezzanine 1	Office	5,000	11.00%	10.8%	63.6%
Mezzanine 2	Hospitality	3,000	11.00%	10.8%	81.8%
Mezzanine 3	Hospitality	11,000	1M LIBOR + 7.05%	7.6%	70.0%
Mezzanine 4	Office	19,026	1M LIBOR + 7.25%	7.8%	76.0%
Mezzanine 5	Office	7,000	12.00%	11.9%	78.3%
Mezzanine 6	Hospitality	12,000	1M LIBOR + 9.00%	9.5%	74.2%
Mezzanine 7	Retail	1,963	13.00%	12.9%	85.0%
Mezzanine 8	Office	5,092	3M LIBOR + 10.00%	10.8%	79.5%
Mezzanine 9	Hospitality	44,357	1M LIBOR + 10.00%	10.5%	75.0%
Mezzanine 10	Multifamily	5,000	9.00%	8.7%	73.9%
Mezzanine 11	Multifamily	3,480	9.50%	9.4%	84.5%
Mezzanine 12	Office	10,000	1M LIBOR + 8.00%	8.5%	80.0%
Mezzanine 13	Multifamily	4,000	12.00%	11.8%	74.5%
Mezzanine 14	Office	10,000	10.00%	10.9%	79.0%
Mezzanine 15	Office	10,000	1M LIBOR + 10.75%	15.6%	80.0%
Mezzanine 16	Hospitality	7,140	10.00%	11.5%	73.9%
Mezzanine 17	Hospitality	3,900	10.00%	11.5%	73.9%
Mezzanine 18	Hospitality	12,510	10.00%	11.5%	73.9%
Mezzanine 19	Hospitality	$8,050	10.00%	11.5%	73.9%
Mezzanine 20	Office	$9,000	10.50%	10.4%	85.0%
Mezzanine 21	Hospitality	$6,206	5.46%	13.1%	76.7%
Mezzanine 22	Hospitality	$12,350	1M LIBOR + 10.00%	10.5%	74.0%
Subordinate 1	Retail	$10,000	11.00%	11.0%	50.1%


		$1,128,555		6.4%	73.12%

________________________

⁽¹⁾ Our floating rate loan agreements contain the contractual obligation for the borrower to maintain an interest rate cap to protect against rising interest rates. In a simple interest rate cap, the borrower pays a premium for a notional principal amount based on a capped interest rate (the "cap rate"). When the floating rate exceeds the cap rate, the borrower receives a payment from the cap counterparty

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equal to the difference between the floating rate and the cap rate on the same notional principal amount for a specified period of time. When interest rates rise, the value of an interest rate cap will increase, thereby reducing the borrower's exposure to rising interest rates.

⁽²⁾ Loan to value percentage is from metrics at origination.

Results of Operations

We conduct our business through the following segments:


•	The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.


•	The real estate securities business focuses on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.

Comparison of the Three Months Ended September 30, 2016 to the Three Months Ended September 30, 2015

Net Interest Income

Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt and real estate securities segments.

The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the three months ended September 30, 2016 and 2015 (dollars in thousands):



	Three Months Ended September 30,
	2016							2015
	Average Carrying Value⁽¹⁾			Interest Income / Expense⁽²⁾		WA Yield / Financing Cost⁽³⁾⁽⁴⁾		Average Carrying Value⁽¹⁾			Interest Income / Expense⁽²⁾		WA Yield / Financing Cost⁽³⁾⁽⁴⁾
Interest-earning assets:
Real estate debt	$	1,127,464		$	18,682	6.6	%	$	866,295		$	15,285	7.1	%
Real estate securities	122,264			1,568		5.1	%	97,910			967		4.0	%
Total	$	1,249,728		$	20,250	6.5	%	$	964,205		$	16,252	6.7	%
Interest-bearing liabilities:
Repurchase Agreements - Loans	$	253,860		$	4,451	7.0	%	$	349,497		$	3,175	3.6	%
Repurchase Agreements - Securities	114,086			675		2.4	%	65,054			294		1.8	%
Collateralized loan obligations	287,443			2,191		3.0	%	—			—		—	%
Total	$	655,389		$	7,317	4.5	%	$	414,551		$	3,469	3.3	%
Net interest income/spread				$	12,933	2.0	%				$	12,783	3.4	%
Average leverage %⁽⁵⁾	52.4		%					43.0		%
Weighted average levered yield⁽⁶⁾						7.5	%						8.2	%

________________________

⁽¹⁾ Based on amortized cost for real estate debt and real estate securities and principal amount for repurchase agreements. Amounts are calculated based on daily averages for three months ended September 30, 2016 and 2015, respectively.

⁽²⁾ Includes the effect of amortization of premium or accretion of discount and deferred fees.

⁽³⁾ Calculated as interest income or expense divided by average carrying value.

⁽⁴⁾ Annualized.

⁽⁵⁾ Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.

⁽⁶⁾ Calculated by taking the sum of (i) the net interest spread multiplied by the average leverage and (ii) the interest-earning assets.

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Interest Income

The primary driver for increased interest income during the three months ended September 30, 2016 compared to the same period in 2015 was the increase in the size of our portfolio resulting from the investment of the capital raised in the Offering and increased leverage into real estate debt. As of September 30, 2016, our Loans had a total carrying value of $1,120.9 million and our CMBS investments had a fair value of $57.6 million, while as of September 30, 2015, the Loans had a total carrying value of $939.7 million and our CMBS investments had a fair value of $101.0 million. This increase was partially offset by a decrease in yield on our investments by 20 basis points quarter over quarter, primarily due to a shift in the composition of the portfolio predominately to lower yielding senior loans over the course of 2015 and 2016.

Interest Expense

Interest expense for the three months ended September 30, 2016 was $3.8 million higher than for the three months ended September 30, 2015, primarily due to an increase in average borrowings outstanding of approximately $240 million period over period and payment of various extension fees on the JPM Repo Facility and the BarclaysRepo Facility (together, the "Repo Facilities"). The increase in interest expense equates to a 120 basis point increase in rates on interest-bearing liabilities primarily due to the extension fees paid to our borrowers on the Repo Facilities.

Expenses from Operations

Expenses from operations for the three months ended September 30, 2016 and 2015 were made up of the following (in thousands):



	Three Months Ended September 30,
	2016		2015
Asset management and subordinated performance fee	$	1,066	$	2,405
Acquisition fees	255		1,777
Professional fees	2,154		659
Administrative services expenses	2,480		—
Other expenses	686		439
Total expenses from operations	$	6,641	$	5,280

For the three months ended September 30, 2016, expenses from operations were primarily related to asset management and subordinated performance fees. During the three months ended September 30, 2016 and September 30, 2015, we incurred $1.1 million and $2.4 million of asset management and subordinated performance fees, respectively, a decrease of $1.3 million, primarily due to reversal of approximately $1.3 million of subordinated performance fees. We have reversed the subordinated performance fees, as there was no subordinated performance fee for 2016 due to applicable conditions not having been satisfied. Additionally, we have incurred approximately $2.5 million of administrative service expenses related to general and administrative expense reimbursement to the Former Advisor for three months ended September 30, 2016, we did not have these expenses for the three months ended September 30, 2015, as the Former Advisor did not seek reimbursement for such expenses for the prior year's period. In addition, our professional fees increased by approximately $1.5 million during the three months ended September 30, 2016 compared to 2015 due to engagement of various consulting and advisory fees. For the three months ended September 30, 2015, our expenses from operations were primarily related to asset management and subordinated performance fees and acquisition fees of $4.2 million.

Comparison of the Nine Months Ended September 30, 2016 to the Nine Months Ended September 30, 2015

Net Interest Income

Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt and real estate securities segments.

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The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the nine months ended September 30, 2016 and 2015 (dollars in thousands):



	Nine Months Ended September 30,
	2016							2015
	Average Carrying Value⁽¹⁾			Interest Income/Expense⁽²⁾		WA Yield/Financing Cost ⁽³⁾⁽⁴⁾		Average Carrying Value⁽¹⁾			Interest Income/Expense⁽²⁾		WA Yield/Financing Cost ⁽³⁾⁽⁴⁾
Interest-earning assets:
Real estate debt	$	1,133,211		$	55,973	6.6	%	$	687,454		$	36,303	7.0	%
Real estate securities	128,474			4,790		5.0	%	76,202			2,038		3.6	%
Total	$	1,261,685		$	60,763	6.4	%	$	763,656		$	38,341	6.7	%
Interest-bearing liabilities:
Repurchase Agreements - Loans	$	248,436		$	9,019	4.8	%	$	257,868		$	7,323	3.8	%
Repurchase Agreements - Securities	119,054			2,035		2.3	%	48,528			602		1.7	%
Collateralized loan obligations	287,351			6,424		3.0	%	—			—		—	%
Total	$	654,841		$	17,478	3.6	%	$	306,396		$	7,925	3.4	%
Net interest income/spread				$	43,285	2.8	%				$	30,416	3.3	%
Average leverage %⁽⁵⁾	51.9		%					40.1		%
Weighted average levered yield⁽⁶⁾						7.9	%						8.0	%

________________________

⁽¹⁾ Based on amortized cost for real estate debt and real estate securities and principal amount for repurchase agreements. Amounts are calculated based on daily averages for nine months ended September 30, 2016 and 2015.

⁽²⁾ Includes the effect of amortization of premium or accretion of discount and deferred fees.

⁽³⁾ Calculated as interest income or expense divided by average carrying value.

⁽⁴⁾ Annualized.

⁽⁵⁾ Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.

⁽⁶⁾ Calculated by taking the sum of (i) the net interest spread multiplied by the average leverage and (ii) the interest-earning assets.

Interest Income

The primary driver for increased interest income during the nine months ended September 30, 2016 compared to the same period in 2015 was the increase in the size of our portfolio resulting from the investment of the capital raised in the Offering into real estate debt. As of September 30, 2016, our Loans had a total carrying value of $1,120.9 million and our CMBS investments had a fair value of $57.6 million, while as of September 30, 2015, the Loans had a total carrying value of $939.7 million and our CMBS investments had a fair value of $101.0 million. This increase was partially offset by a decrease in yield on our investments by 30 basis points during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 primarily due to a shift in the composition of the portfolio predominately to lower yielding senior loans over the course of 2015 and into 2016.

Interest Expense

Interest expense for the nine months ended September 30, 2016 was $9.6 million higher than for the nine months ended September 30, 2015, primarily due to an increase in average borrowings outstanding of approximately $348 million period over period and payment of various extensions fees on the Repo Facilities, of which approximately $287.5 million is an increase due to the issuance of a CLO. The increase in interest expense also equates to a 20 basis points increase in rates on interest-bearing liabilities primarily due to the extension fees paid to our borrowers on the Repo Facilities.

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Expenses from Operations

Expenses from operations for the nine months ended September 30, 2016 and 2015 were made up of the following (in thousands):



	Nine Months Ended September 30,
	2016		2015
Asset management and subordinated performance fee	$	7,091	$	3,741
Acquisition fees	635		5,958
Professional fees	4,226		3,136
Administrative services expenses	3,835		—
Other expenses	2,092		919
Total expenses from operations	$	17,879	$	13,754

For the nine months ended September 30, 2016, expenses from operations were primarily related to asset management and subordinated performance fees. During the nine months ended September 30, 2016 and September 30, 2015, we incurred $7.1 million and $3.7 million of asset management and subordinated performance fees, respectively, an increase of $3.4 million due to increase in portfolio size of approximately $140 million during first three quarters of 2016 compared to first three quarters of 2015. Additionally, there was no waiver of asset management fee during 2016 as was the case for 2015. The entire $7.1 million in the asset management and subordinated performance fee line is composed of asset management fees, as there was no subordinated performance fee for 2016 due to applicable conditions not having been satisfied. Additionally, we have incurred approximately $1.1 million more in professional fees during the nine months ended September 30, 2016 compared 2015 due to increase in consulting fees and legal fees, slightly offset by decrease in audit fees. Additionally, we have incurred approximately $3.8 million of administrative service expenses related to general and administrative expense reimbursement to the Former Advisor for the nine months ended September 30, 2016, while we did not have these expenses for the nine months ended September 30, 2015 as the Former Advisor did not seek reimbursement during this period. For the nine months ended September 30, 2015, our expenses from operations were primarily related to acquisition fees of $6.0 million.

Liquidity and Capital Resources

Our principal demands for cash will be acquisition costs, including the purchase price of any investments we originate or acquire, the payment of our operating and administrative expenses, continuing debt service obligations, debt maturities, and distributions to our stockholders. We currently believe that we have sufficient liquidity and capital resources available for the acquisition of additional investments, payment of our operating and administrative expenses, debt service and repayments on borrowings and the payment of cash dividends, although given the termination of our Offering we continue to expect our new investments to be significantly lower in future periods than they were while the Offering was ongoing, unless we decide to pursue raising additional equity capital.

Loan Repo Facilities

As of September 30, 2016, we were party to repurchase facilities with JPMorgan Chase Bank, National Association (the "JPM Repo Facility") and Barclays Bank PLC (the "Barclays Repo Facility"). The JPM Repo Facility provided up to $150.0 million in advances. The Barclays Repo Facility provided up to $150.0 million in advances. Both, the JPM Repo Facility and Barclays Repo Facility are subject to various adjustments. The initial maturity date of the JPM Repo Facility was June 18, 2016, with a one year extension at our option. We exercised the extension option with the JPM Repo Facility lender, extending the maturity date to June 17, 2017. We entered into an amendment of the Barclays Repo Facility, upon payment of an extension fee, dated as of September 2, 2016 (the “Barclays Amendment”), pursuant to which the maturity date of the Barclays Repo Facility was extended to October 6, 2016. Subsequent to September 30, 2016, the JPM Repo Facility was amended to, among other things, increase the size to $300 million. The proceeds from the increase in the size of the JPM Repo Facility was used to pay off the outstanding balance on the Barclays Repo Facility and the Barclays Repo Facility was terminated. Refer to Note 13-Subsequent Events. As of September 30, 2016,we were in compliance with all debt covenants.

As of September 30, 2016 and December 31, 2015, there was $130.0 million and $84.3 million of principal outstanding on the JPM Repo Facility, respectively. On October 5, 2016, we entered into an amendment with JPM Morgan Chase amending the JPM Repo Facility. The amendment to the JPM Repo Facility increased our capacity from $150 million to $300 million, and we have utilized the upsize to draw down on the facility.

As of September 30, 2016 and December 31, 2015, we had $111.9 million and $121.9 million outstanding under the Barclays Repo Facility, respectively. As previously mentioned, on October 5, 2016, we have completely paid off the Barclays Repo Facility using proceeds from an amendment to the JPM Repo Facility. As of September 30, 2016, we were in compliance with all debt covenants.

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The JPM Repo Facility and the Barclays Repo Facility generally provide that in the event of a decrease in the value of our collateral, the lenders can demand additional collateral. Should the value of our collateral decrease, whether as a result of deteriorating credit quality, an increase in credit market spreads or otherwise, resulting margin calls may cause an adverse change in our liquidity position.

CMBS Master Repurchase Agreements ("MRAs")

We entered into various MRAs that allow us to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30 to 90 days and terms are adjusted for current market rates as necessary. As of September 30, 2016 and December 31, 2015, we entered into six MRAs, of which three were in use, described below (in thousands):



	Amount						Weighted Average
Counterparty	Outstanding		Accrued Interest		Collateral Pledged (*)		Interest Rate		Days to Maturity
As of September 30, 2016
J.P. Morgan Securities LLC	$	65,295	$	65	$	102,663	2.38	%	14
Citigroup Global Markets, Inc.	3,878		1		4,807		1.88	%	26
Wells Fargo Securities, LLC	3,525		3		4,813		1.86	%	12
Total/Weighted Average	$	72,698	$	69	$	112,283	2.33	%	15

As of December 31, 2015
J.P. Morgan Securities LLC	$	86,898	$	108	$	130,618	2.03	%	8
Citigroup Global Markets, Inc.	26,619		71		35,528		2.00	%	45
Wells Fargo Securities, LLC	3,694		3		4,925		1.67	%	13
Total/Weighted Average	$	117,211	$	182	$	171,071	2.01	%	17

^(*)Collateral includes $54,643 and $56,044 Tranche C of RFT issued CLO held by the Company, which eliminates within the real estate securities, at fair value line of the consolidated balance sheets as of September 30, 2016 and December 31, 2015, respectively.

We expect to use additional debt financing as a source of capital. Under our charter, the maximum amount of our total indebtedness shall not exceed 300% of our total ‘‘net assets’’ (as defined by the NASAA REIT Guidelines) as of the date of any borrowing, which is generally expected to be 75% of the cost of our investments; however, we may exceed that limit if approved by a majority of our independent directors and disclosed to stockholders in our next quarterly report following such borrowing along with justification for exceeding such limit. This charter limitation, however, does not apply to individual real estate assets or investments. At the date of acquisition of each asset, we anticipate that the cost of investment for such asset will be substantially similar to its fair market value, which will enable us to satisfy our requirements under the North American Securities Administrators ("NASAA") Statement of Policy regarding REITs (the "REIT Guidelines"). However, subsequent events, including changes in the fair market value of our assets, could result in our exceeding these limits. We anticipate that adequate cash will be generated from operations to fund our operating and administrative expenses, continuing debt service obligations and the payment of distributions.

In addition to our current mix of financing sources, we may also access additional forms of financings, including credit facilities, securitizations, public and private, secured and unsecured debt issuances by us or our subsidiaries, or through capital recycling initiatives whereby we sell certain assets in our portfolio and reinvest the proceeds in assets with more attractive risk-adjusted returns.

Distributions

On May 13, 2013, our board of directors authorized, and we declared, a distribution payable on a monthly basis to stockholders of record on each day at a rate equal to $0.00565068493 per day, which is equivalent to $2.0625 per annum, per share of common stock. In March 2016, our board of directors ratified the existing distribution amount equivalent to $2.0625 per annum, and, for calendar year 2016, affirmed a change to the daily distribution amount to $0.0056352459 per day per share of common stock, effective January 1, 2016, to accurately reflect that 2016 is a leap year. The distribution will be payable by the fifth day following the end of each month to stockholders of record at the close of business each day during the prior month.

The below table shows the distributions paid on shares outstanding during the nine months ended September 30, 2016 and nine months ended September 30, 2015 (in thousands):

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Nine Months Ended September 30, 2016 Payment Date	Amount Paid in Cash		Amount Issued under DRIP
January 4, 2016	$	3,225	$	2,324
February 2, 2016	3,337		2,159
March 2, 2016	3,057		2,099
April 1, 2016	3,342		2,188
May 2, 2016	3,296		2,068
June 1, 2016	3,446		2,112
July 1, 2016	3,361		2,034
August 3, 2016	3,423		2,070
September 1, 2016	3,465		2,045
Total	$	29,952	$	19,099



Nine Months Ended September 30, 2015 Payment Date	Amount Paid in Cash		Amount Issued under DRIP
January 2, 2015	$	1,512	$	1,109
February 2, 2015	1,618		1,182
March 2, 2015	1,568		1,153
April 1, 2015	1,873		1,395
May 1, 2015	1,972		1,478
June 1, 2015	2,216		1,657
July 1, 2015	2,283		1,737
August 3, 2015	2,510		1,907
September 1, 2015	2,663		2,025
Total	$	18,215	$	13,643

The following table shows the sources for the payment of distributions to common stockholders for the periods presented (in thousands):



	Three Months Ended September 30,								Nine Months Ended September 30,
	2016				2015				2016				2015
Distributions:
Cash distributions paid	$	10,249			$	7,456			$	29,952			$	18,215
Distributions reinvested	6,149				5,669				19,099				13,643
Total distributions	$	16,398			$	13,125			$	49,051			$	31,858
Source of distribution coverage:
Cash flows provided by operations	$	8,349	50.9	%	$	6,487	49.4	%	$	27,553	56.2	%	$	16,797	52.7	%
Proceeds from issuance of common stock	—		—	%	969		7.4	%	—		—	%	1,418		4.5	%
Available cash on hand	1,900		11.6	%	—		—	%	2,399		4.9	%	—		—	%
Common stock issued under DRIP	6,149		37.5	%	5,669		43.2	%	19,099		38.9	%	13,643		42.8	%
Total sources of distributions	$	16,398	100.0	%	$	13,125	100.0	%	$	49,051	100.0	%	$	31,858	100.0	%
Cash flows provided by operations (GAAP)	$	8,349			$	15,646			$	27,553			$	16,797
Net income (GAAP)	$	5,373			$	7,425			$	23,653			$	16,360

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The following table compares cumulative distributions paid to cumulative net income (in accordance with GAAP) for the period from November 15, 2012 (date of inception) through September 30, 2016 (in thousands):



	For the Period from November 15, 2012 (date of inception) to September 30, 2016
Distributions paid:
Common stockholders in cash	$	64,779
Common stockholders pursuant to DRIP / offering proceeds	44,476
Total distributions paid	$	109,255
Reconciliation of net income:
Net interest income	$	104,423
Loss on sale of securities	(920		)
Acquisition fees	(12,937		)
Other operating expenses	(36,479		)
Net income	54,087
Cash flows provided by operations	$	56,447

Cash Flows

Cash Flows for the Nine Months Ended September 30, 2016

Net cash provided by operating activities for the nine months ended September 30, 2016 was $27.6 million. Cash inflows were primarily driven by net income of $23.7 million.

Net cash provided by investing activities for the nine months ended September 30, 2016 was $78.8 million. Cash inflows were driven by proceeds from the sale of real estate securities of $70 million and principal repayments of $51.1 million, partially offset by additional funding of $42.2 million on existing loans.

Net cash used in financing activities for the nine months ended September 30, 2016 was $60.3 million. Cash inflows were primarily driven by $35.6 million from net borrowings on the JPM Repo Facility offset by $44.5 million from net payment on our CMBS MRAs, the payment of $30.0 million in cash distributions paid to stockholders and $19.0 million of stock redemptions.

Cash Flows for the Nine Months Ended September 30, 2015

Net cash provided by operating activities for the nine months ended September 30, 2015 was $16.8 million. Cash inflows were primarily driven by an increase in net interest income to $30.4 million, but were partially offset by cash outflows mainly for acquisition fees of $8.4 million.

Net cash used in investing activities for the nine months ended September 30, 2015 was $533.1 million. Cash outflows were primarily driven by originations and acquisitions with $526.9 million and $53.3 million representing our investment in 33 new loans and 5 new CMBS position, respectively and principal repayments of $47.1 million.

Net cash provided by financing activities for the nine months ended September 30, 2015 was $529.4 million. Cash inflows were primarily driven by the $316.6 million from the issuance of common stock, $225.9 million from net borrowings on the JPM Repo Facility and the Barclays Repo Facility and $46.3 million from net borrowings on our CMBS MRAs which were partially offset by the payment of $37 million of offering costs and cash distributions of $18.2 million.

Related Party Arrangements

We entered into the Advisory Agreement with the Advisor on September 29, 2016.

The Advisor receives an acquisition fee of 1.0% of the principal amount funded by us to originate or acquire commercial mortgage loans and 1.0% of the anticipated net equity funded by us to acquire real estate securities; provided, however, that if and when the aggregate purchase price for all investments acquired after the date of the Advisory Agreement reaches $600,000,000, our obligation to pay acquisition fees to the Advisor shall terminate. We reimburse the Advisor for insourced expenses incurred by the Advisor on our behalf related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5% of the principal amount funded by us to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by us to acquire real estate securities investments. In no event will the total of all acquisition fees and acquisition expenses exceed 4.5% of the principal amount funded with respect to our total portfolio including subsequent fundings to investments in our portfolio.

We pay the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5% of stockholder’s equity as calculated pursuant to the Advisory Agreement. We will pay the Advisor, an annual subordinated performance fee calculated

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on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital exceeds 6.0% per annum, the Advisor will be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to the Advisor exceed 10.0% of the aggregate total return for such year. We will reimburse the Advisor for expenses incurred related to administrative services such as accounting, legal and other services in accordance with the advisory agreement.

Except as noted below, we did not make any payments to the Advisor for the nine months ended September 30, 2016. However, until September 29, 2016, the Former Advisor served as our advisor and we paid the Former Advisor certain fees and expense reimbursements pursuant to its advisory agreement with the Former Advisor, as discussed below.

Total Costs Incurred Due to Related Party Arrangements

The table below shows the costs incurred due to arrangements with our Former Advisor and its affiliates and the Advisor during the three and nine months ended September 30, 2016 and 2015 and the associated payable as of September 30, 2016 and December 31, 2015 (in thousands). See Note 9 - Related Party Transactions and Arrangements for further detail. Of the amounts included in the table below, $26.4 thousand and $28.4 thousand for three and nine months ended September 30, 2016, respectively, for asset management fees and acquisition fees and expenses, were the only amounts payable to the Advisor.



	Three Months Ended September 30,				Nine Months Ended September 30,				Payable as of
	2016		2015		2016		2015		September 30, 2016		December 31, 2015
Total commissions and fees incurred from the Former Dealer Manager in connection with the offering	$	—	$	9,932	$	—	$	30,700	$	—	$	—
Total compensation and reimbursement for services provided by the Former Advisor, its affiliates, entities under common control with the Former Advisor and the Former Dealer Manager	—		1,957		—		5,805		480		480
Acquisition fees and expenses⁽¹⁾	255		572		635		8,441		28		55
Administrative services expenses	2,480		—		3,835		—		1,500
Advisory and investment banking fee	—		14		6		42		—		—
Asset management and subordinated performance fee	1,066		2,405		7,091		3,741		758		3,792
Other related party expenses	6		—		56		—		32		—
Total	$	3,807	$	14,880	$	11,623	$	48,729	$	2,798	$	4,327

________________________

¹ Includes amortization of capitalized acquisition fees and expenses.

The payables as of September 30, 2016 and December 31, 2015 in the table above are included in Due to affiliates on our consolidated balance sheets.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements as of September 30, 2016 and through the date of the filing of this Form 10-Q.

Non-GAAP Financial Measures

Funds from Operations and Modified Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts ("NAREIT") and the Investment Program Association ("IPA") industry trade groups, have each promulgated measures respectively known as funds from operations ("FFO") and modified funds from operations ("MFFO"), which we believe to be appropriate supplemental measures to reflect the operating performance of a REIT. The use of FFO and MFFO is recommended by the REIT industry as supplemental performance measures. FFO and MFFO are not equivalents to our net income or loss as determined under generally accepted accounting principles ("GAAP").

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of depreciable property, property and asset impairment write-downs, depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our business plan is to operate as a mortgage REIT with our portfolio consisting of commercial mortgage loan investments and investments in real

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estate securities. We will typically have no FFO adjustments to our net income or loss computed in accordance with GAAP as a result of operating as a mortgage REIT. Although we have the ability to acquire real property, we have not acquired any at this time and as such have not had any FFO adjustments to our net income or loss computed in accordance with GAAP.

Publicly registered, non-listed REITs typically operate differently from exchange traded REITs because they generally have a limited life followed by a liquidity event or other targeted exit strategy. Non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation as compared to later years when the proceeds from their continuous public offering have been fully invested and when we are seeking to implement a liquidity event or other exit strategy. However, it is likely that we will make investments past the acquisition stage, albeit at a substantially lower level.

The origination and acquisition of debt investments is a key operating feature of our business plan that results in the generation of income and cash flows in order to make distributions to stockholders. Acquisition fees paid to our Advisor and acquisition expenses reimbursed to our Advisor in connection with the origination and acquisition of debt investments are evaluated in accordance with GAAP to determine if they should be expensed in the period incurred or capitalized and amortized over the life of the investment. Acquisition fees and acquisition expenses that are deemed to be expensed in the period incurred are included in the computation of net income or loss from operations. The amortization of acquisition fees and acquisition expenses that are able to be capitalized are included in the computation of net income or loss from operations. All such acquisition fees and acquisition expenses are paid in cash when incurred that would otherwise be available to distribute to our stockholders. When proceeds from our equity offerings have not been sufficient to fund the payment of acquisition fees and the reimbursement of acquisition expenses to our Former Advisor or Advisor, such fees and expenses have been paid from other sources, including financings, operating cash flow, net proceeds from the sale of investments or from other cash flows. We believe that acquisition fees and acquisition expenses incurred by us negatively impact our operating performance during the period in which such investments are originated or acquired by reducing cash flows and therefore the potential distributions to stockholders.

We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010 - 01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the "Practice Guideline") issued by the IPA in November 2010. We define MFFO as FFO further adjusted for the following items, as applicable: acquisition fees (to the extent reflected in net income or loss from operations in the current period); accretion of discounts and amortization of premiums and other loan expenses on debt investments; fair value adjustments on real estate related investments such as commercial real estate securities or derivative investments included in net income; impairments of real estate related investments, gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses from fair value adjustments on real estate securities, including commercial mortgage backed securities and other securities, interest rate swaps and other derivatives not deemed to be hedges and foreign exchanges holdings; unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums and other loan expenses on debt investments, gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While we will be responsible for managing interest rate, hedge and foreign exchange risk, we expect to retain an outside consultant to review all our hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such gains and losses in calculating MFFO, as such gains and losses are not reflective of our core operations.

Our MFFO calculation excludes impairments of real estate related investments, including loans. We assess the credit quality of our investments and adequacy of loan loss reserves on a quarterly basis, or more frequently as necessary. For loans classified as held-for-investment, we establish and maintain a general allowance for loan losses inherent in our portfolio at the reporting date and, where appropriate, a specific allowance for loan losses for loans we have determined to be impaired at the reporting date. An individual loan is considered impaired when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. Real estate related securities are evaluated for other-than-temporary impairment when the fair value of a security falls below its net amortized cost. Significant judgment is required in this analysis. We consider the estimated net recoverable value of the loan or security as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the competitive situation of the region where the borrower does business. Fair value is typically estimated based upon discounting the expected future cash flows of the underlying collateral taking into consideration the discount rate, capitalization rate, occupancy, creditworthiness of major tenants and many other factors. This requires significant judgment and because it is based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the

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underlying collateral is less than the net carrying value of the loan, a specific allowance for loan losses is recorded. In the case of real estate securities, all or a portion of a deemed impairment may be recorded. Due to our limited life, any allowance for loan losses or impairment of real estate securities recorded may be difficult to recover.

MFFO is a metric used by management to evaluate our performance against other non-listed REITs which have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter and is not intended to be used as a liquidity measure. Although management uses the MFFO metric to evaluate future operating performance, this metric excludes certain key operating items and other adjustments that may affect our overall operating performance. MFFO is not equivalent to net income or loss as determined under GAAP. We believe that our use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence that the use of such measures is useful to investors.

We believe that FFO provides useful context for understanding MFFO, and we believe that MFFO is a useful non-GAAP measure for non-listed REITs. It is helpful to management and stockholders in assessing our future operating performance once our organization and offering and acquisition and development stages are complete, because it eliminates from net income non-cash fair value adjustments on our real estate securities and acquisition fees and acquisition expenses that are incurred as part of our investment activities. However, MFFO may not be a useful measure of our operating performance or as a comparable measure to other typical non-listed REITs if we do not continue to operate in a similar manner to other non-listed REITs, including if we were to extend our acquisition and development stage or if we determined not to pursue an exit strategy.

However, MFFO does have certain limitations. For instance, the effect of any amortization or accretion on investments originated or acquired at a premium or discount, respectively, is not reported in MFFO. In addition, realized gains or losses from acquisitions and dispositions and other adjustments listed above are not reported in MFFO, even though such realized gains or losses and other adjustments could affect our operating performance and cash available for distribution. Stockholders should note that any cash gains generated from the sale of investments would generally be used to fund new investments. Any mark-to-market or fair value adjustments may be based on many factors, including current operational or individual property issues or general market or overall industry conditions.

Neither FFO nor MFFO is equivalent to net income or loss or cash flow provided by operating activities determined in accordance with GAAP and should not be construed to be more relevant or accurate than the GAAP methodology in evaluating our operating performance or our ability to pay distributions to our stockholders. Neither FFO nor MFFO is necessarily indicative of cash flow available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Furthermore, neither FFO nor MFFO should be considered as an alternative to net income or loss as an indicator of our operating performance.

Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.

The table below reflects the items deducted or added to net income or loss in our calculation of FFO and MFFO for the three and nine months ended September 30, 2016 and 2015 (in thousands):

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	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Funds From Operations:
Net income (GAAP)	$	5,373		$	7,425		$	23,653		$	16,360
Funds from operations	$	5,373		$	7,425		$	23,653		$	16,360
Modified Funds From Operations:
Funds from operations	$	5,373		$	7,425		$	23,653		$	16,360
Accretion of premiums, discounts and fees on investments, net	(619		)	(369		)	(1,761		)	(877		)
Acquisition fees	255			1,777			635			5,958
Loan loss (recovery)/provision	(113		)	78			721			302
Modified funds from operations	$	4,896		$	8,911		$	23,248		$	21,743

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Our market risk arises primarily from interest rate risk relating to interest rate fluctuations. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk. To meet our short and long-term liquidity requirements, we may borrow funds at fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. During the periods covered by this report, we did not engage in interest rate hedging activities. We do not hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign denominated investments, and thus, we are not exposed to foreign currency fluctuations.

As of September 30, 2016 and December 31, 2015, our portfolio included 65 and 77 variable rate investments, respectively, based on LIBOR for various terms. Borrowings under our repurchase agreements are also based on LIBOR. The following table quantifies the potential changes in interest income net of interest expense should interest rates increase by 50 or 100 basis points or decrease by 25 basis points, assuming that our current balance sheet was to remain constant and no actions were taken to alter our existing interest rate sensitivity:



	Estimated Percentage Change in Interest Income Net of Interest Expense
Change in Interest Rates	September 30, 2016		December 31, 2015
(-) 25 Basis Points	(2.02	)%	(2.38	)%
Base Interest Rate	—	%	—	%
(+) 50 Basis Points	4.03	%	4.81	%
(+) 100 Basis Points	8.06	%	9.61	%

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of the end of such period, that our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in our reports that we file or submit under the Exchange Act.

Changes in Internal Controls Over Financial Reporting

Except as noted below, during the three months ended September 30, 2016, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15(d)-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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As of September 29, 2016, the Advisor replaced the Former Advisor as the Company’s advisor. In connection therewith, the Company appointed a new Chief Executive Officer and Chief Financial Officer. The advisory agreement between the Former Advisor and the Company requires the Former Advisor to cooperate with the Company to provide an orderly management transition. In addition, the facilitate the transition from the Former Advisor to the Advisor, the Advisor has entered into a transitional services arrangement with the Former Advisor, including with respect to financial reporting services, and the Advisor has entered into employment agreements with a number of former employees of the Former Advisor that historically provided services to the Company, including services related to financial reporting.

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PART II

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

Our potential risks and uncertainties are presented in the section entitled "Risk Factors" contained in the Annual Report on Form 10-K for the year ended December 31, 2015. There have been no material changes from these risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

We did not sell any equity securities that were not registered under the Securities Act during the three months ended September 30, 2016.

Refer to See Note 7 - Common Stock to our consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of our amended and restated share repurchase program (the “SRP”), which became effective on February 28, 2016.

Item 3. Defaults upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Effective November 14th, 2016, the Company amended its charter to implement all the amendments approved by the Company’s stockholders at the Annual Meeting of Stockholders held on August 19, 2016 which had not been previously implemented.

The foregoing summary of the charter amendment does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Charter, a copy of which is attached hereto as Exhibit 3.1.

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Item 6. Exhibits.

EXHIBITS INDEX

The following exhibits are included in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (and are numbered in accordance with Item 601 of Regulation S-K).



Exhibit No.		Description
3.1^*		Articles of Restatement, dated November 14, 2016.
10.1⁽¹⁾		Second Amendment to Master Repurchase Agreement and Second Amendment to Fee Letter, dated as of September 2, 2016, by and among Barclays Bank PLC, RFT BB Loan, LLC and Realty Finance Trust, Inc.
10.2⁽²⁾		Advisory Agreement, by and among Realty Finance Trust, Inc. Realty Finance Operating Partnership, L.P. and Benefit Street Partners L.L.C.
10.3⁽³⁾		Amendment No. 4 to Master Repurchase Agreement, dated as of October 5, 2016, by and among RFT JPM Loan, LLC, JP Morgan Chase Bank, National Association, Realty Finance Special Limited Partnership, LLC and Realty Finance Advisors, LLC.
10.4^*		Form of Indemnification Agreement, by and between the Company and Indemnitee.
31.1^*		Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2^*		Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32^*		Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101^*		XBRL (eXtensible Business Reporting Language). The following materials from Realty Finance Trust, Inc.’s Quarterly Report on Form 10-Q for the three months ended September 30, 2016, formatted in XBRL: (i) the consolidated Balance Sheets, (ii) the consolidated Statements of Operations, (iii) the consolidated Statements of Comprehensive Income, (iv) the consolidated Statement of Changes in Stockholders' Equity, (v) the consolidated Statements of Cash Flows and (vi) the Notes to the consolidated Financial Statements.

____________________________________________

* Filed herewith.

(1) Filed as an exhibit to our current report on Form 8-K filed with the SEC on September 9, 2016.

(2) Filed as an exhibit to our current report on Form 8-K filed with the SEC on September 29, 2016.

(3) Filed as an exhibit to our current report on Form 8-K filed with the SEC on October 12, 2016

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REALTY FINANCE TRUST, INC.

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.



	REALTY FINANCE TRUST, INC.

Dated: November 14, 2016	By: /s/ Richard J. Byrne Name: Richard J. Byrne Title: Chief Executive Officer and President (Principal Executive Officer)

Dated: November 14, 2016	By: /s/ Jerome S. Baglien Name: Jerome S. Baglien Title: Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)