Velocity Financial, Inc. - Quarter Report: 2020 March (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

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

For the transition period from ______ to _____

Commission File Number: 001-39183

Velocity Financial, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	46-0659719
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
30699 Russell Ranch Road, Suite 295 Westlake Village, California	91362
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (818) 532-3700

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

VEL

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

As of April 30, 2020, the registrant had 20,087,494 shares of common stock, $0.01par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Income	2
	Consolidated Statements of Stockholders’/Members’ Equity	3
	Consolidated Statements of Cash Flows	4
	Notes to Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	49

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3.	Defaults Upon Senior Securities	72
Item 4.	Mine Safety Disclosures	72
Item 5.	Other Information	72
Item 6.	Exhibits	73

SIGNATURES		75

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

VELOCITY FINANCIAL, INC.

(FORMERLY KNOWN AS VELOCITY FINANCIAL, LLC AND SUBSIDIARIES)

CONSOLIDATED BALANCE SHEETS

($ in thousands, except par value amounts)

	March 31,		December 31,
	2020		2019
ASSETS	(Unaudited)
Cash and cash equivalents	$	7,649	$	21,465
Restricted cash		4,483		6,087
Loans held for sale, net		223,123		214,467
Loans held for investment, net		1,922,485		1,863,360
Loans held for investment, at fair value		2,987		2,960
Total loans, net		2,148,595		2,080,787
Accrued interest receivables		14,470		13,295
Receivables due from servicers		37,884		49,659
Other receivables		2,516		4,778
Real estate owned, net		16,164		13,068
Property and equipment, net		4,964		4,680
Net deferred tax asset		10,111		8,280
Other assets		10,518		12,667
Total assets	$	2,257,354	$	2,214,766
LIABILITIES
Accounts payable and accrued expenses	$	58,591	$	56,146
Secured financing, net		74,364		145,599
Securitizations, net		1,576,432		1,438,629
Warehouse repurchase facilities, net		297,537		421,548
Total liabilities		2,006,924		2,061,922
Commitments and contingencies
STOCKHOLDERS' / MEMBERS' EQUITY
Preferred stock ($0.01 par value, 25,000,000 shares authorized; none issued and outstanding)		—		—
Common stock ($0.01 par value, 100,000,000 shares authorized; 20,087,494 shares issued at March 31, 2020, none issued and outstanding at December 31, 2019)		201		—
Additional paid-in capital		247,746		—
Retained earnings		2,483		—
Members’ equity (at December 31, 2019)		—		152,844
Total stockholders' / members’ equity		250,430		152,844
Total liabilities and stockholders' / members’ equity	$	2,257,354	$	2,214,766

See accompanying Notes to Consolidated Financial Statements.

VELOCITY FINANCIAL, INC.

(FORMERLY KNOWN AS VELOCITY FINANCIAL, LLC AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF INCOME

($ in thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
Interest income	$	44,637		$	36,143
Interest expense — portfolio related		22,848			19,062
Net interest income — portfolio related		21,789			17,081
Interest expense — corporate debt		6,342			3,353
Net interest income		15,447			13,728
Provision for loan losses		1,290			348
Net interest income after provision for loan losses		14,157			13,380
Other operating income
Gain on disposition of loans		2,618			1,995
Unrealized gain (loss) on fair value loans		45			(8	)
Other income (expense)		(1,043	)		(266	)
Total other operating income		1,620			1,721
Operating expenses
Compensation and employee benefits		5,041			4,006
Rent and occupancy		456			338
Loan servicing		2,238			1,863
Professional fees		1,184			656
Real estate owned, net		1,134			301
Other operating expenses		1,997			1,336
Total operating expenses		12,050			8,500
Income before income taxes		3,727			6,601
Income tax expense		1,148			1,906
Net income	$	2,579		$	4,695
Earnings per share
Basic	$	0.13		NA
Diluted	$	0.13		NA

See accompanying Notes to Consolidated Financial Statements.

VELOCITY FINANCIAL, INC.

(FORMERLY KNOWN AS VELOCITY FINANCIAL, LLC AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ / MEMBERS' EQUITY

($ in thousands)

(Unaudited)

				Common Stock
	Members’ Equity			Shares		Par Value		Additional Paid-in Capital		Retained Earnings			Total Stockholders' Equity
Balance – December 31, 2018	$	136,800			—	$	—	$	—	$	—		$	—
Liquidation preference return, Class C		(463	)		—		—		—		—			—
Net income		4,695			—		—		—		—			—
Balance – March 31, 2019	$	141,032			—	$	—	$	—	$	—		$	—

Balance – December 31, 2019	$	152,844			—	$	—	$	—	$	—		$	152,844
Cumulative effect of change in accounting principle(1)		—			—		—		—		(96	)		(96	)
Class A equity units conversion		(92,650	)		—		—		—		—			(92,650	)
Class D equity units conversion		(60,194	)		—		—		—		—			(60,194	)
Issuance of common stock		—			20,087,494		201		247,539		—			247,740
Stock-based compensation		—			—		—		207		—			207
Net income		—			—		—		—		2,579			2,579
Balance – March 31, 2020	$	—			20,087,494	$	201	$	247,746	$	2,483		$	250,430

(1)	Impact due to adoption of ASU 2016-13, "Measurement of Credit Losses on Financial Instruments", and related amendments on January 1, 2020.

See accompanying Notes to Consolidated Financial Statements.

VELOCITY FINANCIAL, INC.

(FORMERLY KNOWN AS VELOCITY FINANCIAL, LLC AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands, except par value amounts)

	Three Months Ended March 31,
	2020			2019
	(Unaudited)
Cash flows from operating activities:
Net income	$	2,579		$	4,695
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		303			338
Amortization of right-of-use assets		299			282
Provision for loan losses		1,290			348
Origination of loans held for sale		(96,067	)		(53,552	)
Proceeds from sales of loans held for sale		80,858			76,210
Purchase of held for sale loans		(203	)		(1,721	)
Repayments on loans held for sale		8,987			1,397
Net accretion of discount on purchased loans and deferred loan origination costs		1,324			1,156
Provision for uncollectible borrower advances		99			100
Gain on sale of loans		(2,271	)		(1,924	)
Real estate acquired through foreclosure in excess of recorded investment		(346	)		(71	)
Amortization of debt issuance discount and costs		6,175			1,915
Loss on disposal of property and equipment		38			—
Change in valuation of real estate owned		568			14
Change in valuation of fair value loans		(45	)		8
Change in valuation of held for sale loans		40			(88	)
Gain on sale of real estate owned		(49	)		(35	)
Stock-based compensation		207			—
Net deferred tax benefit		(1,790	)		(1,261	)
(Increase) decrease in operating assets and liabilities:
Accrued interest and other receivables		1,088			4,332
Other assets		(2,151	)		(3,167	)
Accounts payable and accrued expenses		433			10,638
Net cash provided by operating activities		1,366			39,614
Cash flows from investing activities:
Purchase of loans held for investment		(3,571	)		(3,689	)
Origination of loans held for investment		(153,600	)		(147,679	)
Payoffs of loans held for investment and loans at fair value		103,384			96,213
Proceeds from sale of real estate owned		1,202			1,511
Capitalized real estate owned improvements		(119	)		(285	)
Change in advances		(746	)		(263	)
Change in impounds and deposits		2,011			2,296
Purchase of property and equipment		(625	)		(56	)
Net cash used in investing activities		(52,064	)		(51,952	)
Cash flows from financing activities:
Warehouse repurchase facilities advances		250,416			155,479
Warehouse repurchase facilities repayments		(374,732	)		(275,145	)
Repayment of secured financing		(75,000	)		—
Proceeds of securitizations, net		248,691			235,535
Repayment of securitizations		(109,566	)		(98,039	)
Debt issuance cost		(3,428	)		(3,235	)
Issuance of common stock		100,800			—
IPO deal costs		(1,903	)		—
Net cash provided by financing activities		35,278			14,595
Net increase (decrease) in cash, cash equivalents, and restricted cash		(15,420	)		2,257
Cash, cash equivalents, and restricted cash at beginning of period		27,552			16,677
Cash, cash equivalents, and restricted cash at end of period	$	12,132		$	18,934
Supplemental cash flow information:
Cash paid during the period for interest	$	22,033		$	16,846
Cash paid during the period for income taxes		—			323
Noncash transactions from investing and financing activities:
Transfer of loans held for investment to real estate owned		4,352			6,962
Return paid-in-kind on Class C preferred units		—			463
Return paid-in-kind on Class D preferred units		—			3,312
Deferred IPO costs charged against additional paid-in capital		(4,000	)		—
Discount (premium) on issuance of securitizations		—			45

See accompanying Notes to Consolidated Financial Statements.

VELOCITY FINANCIAL, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS VELOCITY FINANCIAL, LLC AND SUBSIDIARIES)

Notes to Consolidated Financial Statements (Unaudited)

Note 1 — Organization and Description of Business

Velocity Financial, LLC (VF or the Company) was a Delaware limited liability company (LLC) formed on July 9, 2012 for the purpose of acquiring all membership units in Velocity Commercial Capital, LLC (VCC). On January 16, 2020, Velocity Financial, LLC converted from a Delaware limited liability company to a Delaware corporation and changed its name to Velocity Financial, Inc. Upon completion of the conversion, Velocity Financial, LLC’s Class A equity units of 97,513,533 and Class D equity units of 60,193,989 were converted to 11,749,994 shares of Velocity Financial, Inc. common stock. On January 22, 2020, the Company completed its initial public offering of 7,250,000 shares of common stock at a price to the public of $13.00 per share. On January 28, 2020, the Company completed the sale of an additional 1,087,500 shares of its common stock, representing the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $13.00 per share. The Company’s stock trades on The New York Stock Exchange under the symbol “VEL”.

VCC, a California LLC formed on June 2, 2004, is a mortgage lender that originates and acquires small balance investor real estate loans, providing capital to the investor real estate loan market. The Company is licensed as a California Finance Lender and, as such, is required to maintain a minimum net worth of $250 thousand. The Company does not believe there is any potential risk of not being able to meet this regulatory requirement. The Company uses its equity capital and borrowed funds to originate and invest in investor real estate loans and seeks to generate income based on the difference between the yield on its investor real estate loan portfolio and the cost of its borrowings. The Company does not engage in any other significant line of business or offer any other products or services, nor does it originate or acquire investments outside of the United States of America.

The Company, through its wholly owned subsidiaries, is the sole beneficial owner of the Velocity Commercial Capital Loan Trusts, from the 2014-1 Trust through and including the 2020-1 Trust, all of which are New York common law trusts. The Trusts are bankruptcy remote, variable interest entities (VIE) formed for the purpose of providing secured borrowings to the Company and are consolidated with the accounts of the Company.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

The consolidated financial statements of the Company have been prepared on the accrual basis of accounting and in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP).

(a)	Partnership to Corporation Conversion

On January 16, 2020, Velocity Financial, LLC converted from a limited liability company to a corporation and changed its name to Velocity Financial, Inc. The Conversion was accounted for in accordance with ASC 805-50 –Business Combinations, as a transaction between entities under common control. All assets and liabilities of Velocity Financial, LLC were contributed to Velocity Financial, Inc. at their carrying value, and the results of operations are being presented as if the Conversion had occurred on January 1, 2020. Additionally, Class A’s and Class D’s partnership equity at December 31, 2019 were converted to stockholders’ equity and presented as such on the Consolidated Balance Sheets and the Consolidated Statement of Changes in Stockholders’ Equity effective January 1, 2020.

(b)	Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of consolidated income and expenses during the reporting period.

(c)	Significant Accounting Policies

The Company’s accounting policies are described in Note 2 — Basis of Presentation and Summary of Significant Accounting Policies, of its audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission ("Form 10-K").

There have been no significant changes to the Company’s Significant Accounting Policies as described in its 2019 Annual Report other than the adoption of ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments as described in Note 3 — Current Accounting Developments.

(d)	Principles of Consolidation

The principles of consolidation require management to determine and reassess the requirement to consolidate VIEs each reporting period, and therefore, the determination may change based on new facts and circumstances pertaining to each VIE. This could result in a material impact to the Company’s consolidated financial statements in subsequent reporting periods.

The Company consolidates the assets, liabilities, and remainder interests of the Trusts as management determined that VCC is the primary beneficiary of these entities. The Company’s ongoing asset management responsibilities provide the Company with the power to direct the activities that most significantly impact the VIE’s economic performance, and the remainder interests provide the Company with the right to receive benefits and the obligation to absorb losses, limited to its investment in the remainder interest of the Trusts.

The following table presents a summary of the assets and liabilities of the Trusts as of March 31, 2020 and December 31, 2019. Intercompany balances have been eliminated for purposes of this presentation (in thousands):

	March 31,		December 31,
	2020		2019
Restricted cash	$	—	$	—
Loans held for investment, net		1,740,902		1,571,100
Accrued interest and other receivables		46,893		56,675
Real estate owned, net		8,993		6,091
Other assets		9		11
Total assets	$	1,796,797	$	1,633,877
Accounts payable and accrued expenses	$	24,561	$	21,265
Securities issued		1,576,431		1,438,630
Total liabilities	$	1,600,992	$	1,459,895

The consolidated financial statements as of March 31, 2020 and December 31, 2019 include only those assets, liabilities, and results of operations related to the business of the Company, its subsidiaries, and VIEs, and do not include any assets, liabilities, revenues, and expenses attributable to limited liability members’ individual activities. The liability of each member in an LLC was limited to the amounts reflected in their respective member accounts.

Note 3 — Current Accounting Developments

Accounting Standards Adopted in 2019

Effective January 1, 2020, the Company adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments using the open pool methodology for all financial assets measured at amortized cost, which as of the adoption date consisted of the Company’s held for investment loan portfolio, excluding loans held for investment measured at fair value.

ASU 2016-13 replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables held for investment. Under the CECL methodology, the allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments based on risk characteristics of the loans in its loan portfolio (pool):

•

Residential 1– 4 Unit – Purchase (loans to purchase 1– 4 unit residential rental properties);

•

Residential 1– 4 Unit – Refinance (refinance loans on 1– 4 unit residential rental properties);

•

Commercial – Purchase (loans to purchase traditional commercial properties) and

•

Commercial – Refinance (refinance loans on traditional commercial properties).

The Company determines the collectability of its loans by evaluating certain risk characteristics. The segmentation of its loan portfolio was determined based on analyses of the Company’s loan portfolio performance over the past seven years. Based on analyses of the loan portfolio’s historical performance, the Company concluded that loan purpose and product types are the most significant risk factors in determining its expectation of future loan losses. Loan purpose considers whether a borrower is acquiring the property or refinancing an existing property. The Company’s historical experience shows that refinance loans have higher loss rates than acquisitions. Product type includes residential 1-4 unit property and traditional commercial property. The Company’s historical experience shows that traditional commercial property loans have higher loss rates than residential 1-4 unit property.

To determine the loss rates used for the open pool methodology, the Company starts with its historical database of losses, segments the loans by loan purpose and product type, and then adjusts the loss rates based upon macroeconomic forecasts over a reasonable and supportable period. The reasonable and supportable period is meant to represent the period in which the Company believes the forecasted macroeconomic variables can be reasonably estimated.

In determining the January 1, 2020 CECL transition impact, the Company used a third-party model with a four-quarter reasonable and supportable forecast period followed by a four-quarter straight-line reversion period. Management determined that a four-quarter forecast period and four-quarter straight-line reversion period were appropriate for the January 1, 2020 initial CECL estimate because, as of the beginning of the year, the economy was strong, unemployment and interest rates were low, and GDP was expected to have a modest increase during 2020. Management concluded that using a 1-year forecast trending steadily back to the Company’s historical loss levels best fit the strong, stable economy at that time.

For the March 31, 2020 CECL estimate, the Company used a COVID-19 stress scenario with a six-quarter reasonable and supportable forecast period followed by a three-quarter straight-line reversion period. Management concluded that using a six-quarter forecast and a three-quarter straight-line reversion best coincided with management’s and analysts’ sentiments that the impact of the COVID crisis would linger into 2021, with expectation of a quick recovery. This forecast period and reversion to historical loss is subject to change as conditions in the market change and the Company’s ability to forecast economic events evolves.

Loans 90 days or more delinquent, in bankruptcy, or in foreclosure, are evaluated individually for determination of allowance for credit losses. Loans individually evaluated are excluded from loans evaluated collectively by segment. The Company primarily relies on the value of the underlying real estate, coupled with low loan-to-value ratios, to satisfy the loan obligation, either through successful loss mitigation efforts or foreclosure and sale of the underlying real estate. Expected loan losses are based on the fair value of the collateral underlying the loans at the reporting date, adjusted for estimated selling costs as appropriate.

The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when the Company believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The Company estimates the allowance using relevant available information, from internal and external sources, relating to historical performance, current conditions, and reasonable and supportable macroeconomic forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are considered for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency levels, or term, as well as for changes in environmental conditions, such as unemployment rates, property values and changes in the competitive or regulatory environment.

The allowance for credit losses is maintained at a level deemed adequate by management to provide for expected losses in the portfolio at the balance sheet date. While management uses available information to estimate its required allowance for credit losses, future additions to the allowance for credit losses may be necessary based on changes in estimates resulting from economic and other conditions.

Interest income on loans held for investment is accrued on the unpaid principal balance (UPB) at their respective stated interest rates. Generally, loans are placed on nonaccrual status when they become 90 days past due. Loans are considered past due when contractually required principal or interest payments have not been made on the due dates. The Company has made the accounting policy election not to measure an allowance for credit losses for accrued interest receivables. When a loan is placed on nonaccrual status, the accrued and unpaid interest is reversed as a reduction of interest income and accrued interest receivable. Accrued interest receivable is excluded from the amortized cost of loans and it is presented as accrued interest receivable in the Consolidated Balance Sheets.

The Company adopted ASU 2016-13, or ASU 326 using the modified-retrospective transition approach. Upon adoption, the Company recognized a cumulative effect adjustment to decrease retained earnings by $96,000, net of taxes. Results for reporting periods after January 1, 2020 are presented under ASC 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP.

The following table illustrates the impact of ASC 326 on the Company’s allowance for credit losses (in thousands):

	January 1, 2020
	As Reported				Impact of
	Under		Pre-ASC 326		ASC 326
Allowance for credit losses	ASC 326		Adoption		Adoption
Commercial - Purchase	$	323	$	304	$	19
Commercial - Refinance		1,078		1,016		62
Residential 1-4 Unit - Purchase		157		148		9
Residential 1-4 Unit - Refinance		819		772		47
Total	$	2,377	$	2,240	$	137

Note 4 — Cash, Cash Equivalents, and Restricted Cash

The Company is required to hold cash for potential future advances due to certain borrowers. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s consolidated statement of financial condition that sum to the total of the same such amounts shown in the consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 (in thousands):

	Three Months Ended March 31,
	2020		2019
Cash and cash equivalents	$	7,649	$	16,948
Restricted cash		4,483		1,986
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	12,132	$	18,934

Note 5 — Loans Held for Sale, Net

The following table summarizes loans held for sale for the three months ended March 31, 2020 and 2019 (in thousands):

	Three Months Ended March 31,
	2020			2019
Unpaid principal balance	$	224,334		$	58,551
Valuation adjustments		(436	)		(83	)
Deferred loan origination costs		(775	)		(345	)
Ending balance	$	223,123		$	58,123

Note 6 — Loans Held for Investment and Loans Held for Investment at Fair Value

The following tables summarize loans held for investment as of March 31, 2020 and December 31, 2019 (in thousands):

	March 31,			December 31,
	2020			2019
Unpaid principal balance	$	1,902,566		$	1,843,290
Valuation adjustments on FVO loans		(399	)		(444	)
Deferred loan origination costs		26,801			25,714
		1,928,968			1,868,560
Allowance for loan losses		(3,496	)		(2,240	)
Total loans held for investment and loans held for investment at fair value, net	$	1,925,472		$	1,866,320

As of March 31, 2020 and December 31, 2019, the gross unpaid principal balance of loans held for investment pledged as collateral for the Company’s warehouse facility agreements, and securitizations issued were as follows (in thousands):

	March 31,		December 31,
	2020		2019
Citibank warehouse repurchase agreement	$	197,767	$	108,504
Barclays warehouse repurchase agreement		167,128		175,689
Pacific Western Bank agreement		3,022		3,331
Total pledged loans	$	367,917	$	287,524

2014-1 Trust		27,313		29,559
2015-1 Trust		61,637		64,876
2016-1 Trust		90,597		97,727
2016-2 Trust		63,385		68,961
2017-1 Trust		104,727		116,670
2017-2 Trust		165,513		173,390
2018-1 Trust		133,729		141,567
2018-2 Trust		244,989		260,278
2019-1 Trust		223,495		229,151
2019-2 Trust		201,060		210,312
2019-3 Trust		150,453		157,119
2020-1 Trust		260,223		—
Total	$	1,727,121	$	1,549,610

(a)	Nonaccrual Loans

The following tables present the amortized cost basis, or recorded investment, of the Company’s loans held for investment that were nonperforming and on nonaccrual status as of March 31, 2020 and December 31, 2019. There were no loans accruing interest that were greater than 90 days past due as of March 31, 2020 and December 31, 2019.

	March 31, 2020
	Nonaccrual With
	No Allowance		Total
	for Loan Loss		Nonaccrual
	(In thousands)
Commercial - Purchase	$	10,380	$	11,436
Commercial - Refinance		58,404		60,205
Residential 1-4 Unit - Purchase		12,815		13,266
Residential 1-4 Unit - Refinance		61,115		66,737
Total	$	142,714	$	151,644

Troubled Debt Restructuring included in nonaccrual loans:	$	—	$	178

	December 31,
	2019
	($ in thousands)
Nonaccrual loans:
Recorded investment	$	125,819
Percentage of the originated loans held for investment		6.7	%
Impaired loans:
Unpaid principal balance	$	124,050
Recorded investment		125,998
Recorded investment of impaired loans requiring a specific allowance		12,286
Specific allowance		913
Specific allowance as a percentage of recorded investment of impaired loans requiring a specific allowance		7.4	%
Recorded investment of impaired loans not requiring a specific allowance	$	113,712
Percentage of recorded investment of impaired loans not requiring a specific allowance		90.2	%
TDRs included in impaired loans:
Recorded investment of TDRs	$	179
Recorded investment of TDRs with a specific allowance		179
Specific allowance		25
Recorded investment of TDRs without a specific allowance		—

The Company has made the accounting policy election not to measure an allowance for credit losses for accrued interest receivables. The Company has also made the accounting policy election to write off accrued interest receivables by reversing interest income when loans are placed on nonaccrual status, or 90 days or more past due. The following table presents the amount of accrued interest receivables written off by reversing interest income by portfolio segment for the three months ended March 31, 2020 and 2019 (in thousands):

	Three Months Ended March 31,
	2020		2019
Commercial - Purchase	$	122	$	38
Commercial - Refinance		672		176
Residential 1-4 Unit - Purchase		83		79
Residential 1-4 Unit - Refinance		612		189
Total	$	1,489	$	482

For the three months ended March 31, 2020 and 2019, there was no accrued interest income recognized on nonaccrual loans, cash basis interest income recognized on nonaccrual loans was $3.3 million and $3.1 million, respectively, and the average recorded investment of individually evaluated loans, computed using month-end balances, was $142.7 million and $108.2 million, respectively. There were no commitments to lend additional funds to debtors whose loans have been modified as of March 31, 2020 and December 31, 2019.

(b)	Allowance for Credit Losses

The following table presents the activity in the allowance for credit losses by portfolio segment for the three months ended March 31, 2020 (in thousands):

	Three Months Ended March 31, 2020
						Residential			Residential
	Commercial			Commercial		1-4 Unit			1-4 Unit
	Purchase			Refinance		Purchase			Refinance			Total
Allowance for credit losses:
Beginning balance, prior to adoption of ASC 326	$	304		$	1,016	$	148		$	772		$	2,240
Impact of adopting ASC 326		47			62		9			19			137
Provision for loan losses		108			516		173			493			1,290
Charge-offs		(79	)		—		(80	)		(12	)		(171	)
Ending balance	$	380		$	1,594	$	250		$	1,272		$	3,496

Allowance related to:
Loans individually evaluated		137			130		96		$	479		$	842
Loans collectively evaluated		215			1,463		154			822			2,654
Amortized cost related to:
Loans individually evaluated		11,436			60,205		13,266		$	66,737		$	151,644
Loans collectively evaluated		302,419			668,712		242,577			560,367			1,774,075

Activity in the allowance for credit losses for the three months ended March 31, 2019 was as follows (in thousands):

	Three Months Ended
	March 31, 2019
Beginning balance	$	1,680
Provision for loan losses		348
Charge-offs		(112	)
Ending balance	$	1,916
Allowance related to:
Loans individually evaluated for impairment	$	737
Loans collectively evaluated for impairment		1,179
Recorded investment related to:
Loans individually evaluated for impairment	$	87,914
Loans collectively evaluated for impairment		1,517,511

(c)	Credit Quality Indicator

A credit quality indicator is a statistic used by the Company to monitor and assess the credit quality of loans held for investment, excluding loans held for investment at fair value. The Company monitors delinquencies, bankruptcies, and foreclosures as its primary credit quality indicator, and the following table presents the aging status of the amortized cost basis in the loans held for investment portfolio as of March 31, 2020 and December 31, 2019 (in thousands):

	30–59 days		60–89 days		90+days		Total				Total
March 31, 2020:	past due		past due		past due⁽¹⁾		past due		Current		loans
Loans individually evaluated
Commercial - Purchase	$	133	$	2,320	$	8,984	$	11,437	$	—	$	11,437
Commercial - Refinance		2,161		4,009		53,857		60,027		178		60,205
Residential 1-4 Unit - Purchase		—		803		12,462		13,265		—		13,265
Residential 1-4 Unit - Refinance		1,695		654		64,388		66,737		—		66,737
Total loans individually evaluated	$	3,989	$	7,786	$	139,691	$	151,466	$	178	$	151,644
Loans collectively evaluated
Commercial - Purchase	$	9,466	$	3,375	$	—	$	12,841	$	289,578	$	302,419
Commercial - Refinance		60,791		20,479		—		81,270		587,442		668,712
Residential 1-4 Unit - Purchase		12,806		3,931		—		16,737		225,840		242,577
Residential 1-4 Unit - Refinance		45,810		25,734		—		71,544		488,823		560,367
Total loans collectively evaluated	$	128,873	$	53,519	$	—	$	182,392	$	1,591,683	$	1,774,075
Ending balance	$	132,862	$	61,305	$	139,691	$	333,858	$	1,591,861	$	1,925,719

December 31, 2019:
Impaired loans	$	6,195	$	7,696	$	111,928	$	125,819	$	179	$	125,998
Nonimpaired loans		119,465		41,138		—		160,603		1,578,984		1,739,587
Ending balance	$	125,660	$	48,834	$	111,928	$	286,422	$	1,579,163	$	1,865,585

(1)	Includes loans in bankruptcy and foreclosure less than 90 days past due.

In addition to the aging status, the Company also evaluates credit quality by payment activity. The following table presents the amortized cost in loans held for investment, excluding loans held for investment at fair value, based on payment activity and by loan origination year.

	Term Loans Amortized Cost Basis by Origination Year
March 31, 2020:	2020		2019		2018		2017		2016		Pre-2016		Total
Commercial - Purchase
Payment performance
Performing	$	35,949	$	114,031	$	74,937	$	48,076	$	12,847	$	16,580	$	302,420
Nonperforming		—		1,423		4,061		3,145		1,377		1,430		11,436
Total Commercial - Purchase	$	35,949	$	115,454	$	78,998	$	51,221	$	14,224	$	18,010	$	313,856

Commercial - Refinance
Payment performance
Performing	$	51,515	$	207,418	$	182,984	$	111,805	$	46,515	$	68,475	$	668,712
Nonperforming		—		11,607		18,963		16,914		6,222		6,498		60,204
Total Commercial - Refinance	$	51,515	$	219,025	$	201,947	$	128,719	$	52,737	$	74,973	$	728,916

Residential 1-4 Unit - Purchase
Payment performance
Performing	$	17,234	$	86,715	$	57,181	$	37,571	$	9,770	$	34,105	$	242,576
Nonperforming		—		1,002		4,932		3,921		1,348		2,063		13,266
Total Residential 1-4 Unit - Purchase	$	17,234	$	87,717	$	62,113	$	41,492	$	11,118	$	36,168	$	255,842

Residential 1-4 Unit - Refinance
Payment performance
Performing	$	48,788	$	219,876	$	123,727	$	85,249	$	30,791	$	51,937	$	560,368
Nonperforming		—		13,961		23,124		10,264		8,387		11,001		66,737
Total Residential 1-4 Unit - Purchase	$	48,788	$	233,837	$	146,851	$	95,513	$	39,178	$	62,938	$	627,105

Total Portfolio	$	153,486	$	656,033	$	489,909	$	316,945	$	117,257	$	192,089	$	1,925,719

Note 7 — Securitizations, Net

From May 2011 through February 2020, the Company completed thirteen securitizations of $3.0 billion of loans, issuing $2.8 billion of securities to third parties through thirteen respective Trusts. The Company is the sole beneficial interest holder of the Trusts, which are variable interest entities included in the consolidated financial statements. The transactions are accounted for as secured borrowings under U.S. GAAP. The securities are subject to redemption by the Company when the stated principal balance is less than a certain percentage, ranging from 5%–30% of the original stated principal balance of loans at issuance. As a result, the actual maturity dates of the securities issued could be earlier than their respective stated maturity dates, ranging from September 2044 through February 2050.

The following table summarizes the outstanding balance, net of discounts and deals costs, of the securities and the effective interest rate for the three months ended March 31, 2020 and 2019 (dollars in thousands):

	Three Months Ended March 31,
	2020			2019
Securitizations:
Securitizations, net	$	1,576,432		$	1,438,629
Interest expense		18,547			15,920
Average outstanding balance		1,542,318			1,228,446
Effective interest rate (1)		4.81	%		5.18	%

(1)	Represents annualized interest expense divided by average gross outstanding balance and includes average rate (4.26%) and debt issue cost amortization (0.55%) and average rate (4.67%) and debt issue cost amortization (0.51%) as of March 31, 2020 and 2019, respectively.

Note 8 — Other Debt

The secured financing and warehouse facilities were utilized to finance the origination and purchase of commercial real estate mortgage loans. Warehouse facilities are designated to fund mortgage loans that are purchased and originated within specified underwriting guidelines. These lines of credit fund less than 100% of the principal balance of the mortgage loans originated and purchased, requiring the use of working capital to fund the remaining portion.

(a)	Secured Financing, Net (Corporate Debt)

On August 29, 2019, the Company entered into a five-year $153.0 million corporate debt agreement with Owl Rock Capital Corporation, the “2019 Term Loan”. The 2019 Term Loan under this agreement bears interest at a rate equal to one-month LIBOR (with a LIBOR floor that is generally 1.0%) plus 7.50% and mature in August 2024.

As of March 31, 2020 and December 31, 2019, the balance of the 2019 Term Loan was $78.0 million and $153.0 million, respectively. In January 2020, the Company used a portion of its IPO proceeds to pay down $75.0 million in principal amount of the 2019 Term Loan. The balance in the consolidated Statements of Financial Condition is net of debt issuance costs of $3.6 million and $7.4 million, respectively. The 2019 Term Loan is secured by substantially all assets of the Company not otherwise pledged under a securitization or warehouse facility and contain certain reporting and financial covenants effective December 31, 2019. Should the Company fail to adhere to those covenants or otherwise default under the notes, the lenders have the right to demand immediate repayment that may require the Company to sell the collateral at less than the carrying amounts. As of March 31, 2020 and December 31, 2019, the Company was in compliance with these covenants.

(b)	Warehouse Repurchase and Revolving Loan Facilities, Net

The Barclays Repurchase Agreement was originally entered into on May 29, 2015 by and between VCC and Barclays Bank PLC and currently has a maturity date of August 3, 2020. The agreement is a short-term borrowing facility, collateralized by a pool of loans, with an initial maximum capacity of $300.0 million, and bears interest at one-month LIBOR plus a margin that ranges from 3.000% to 3.125%. All borrower payments on loans financed under the warehouse repurchase facility are first used to pay interest on the facility. For the three months ended March 31, 2020 and 2019, the effective interest rates were 4.98% and 5.82%, respectively.

The Citibank Repurchase Agreement was originally entered into on May 17, 2013 by and between VCC and Citibank, N.A. and has a current maturity date of August 3, 2020. The Agreement is a short-term borrowing facility, collateralized by a pool of performing loans, with a maximum capacity of $200.0 million, and bears interest at one-month LIBOR plus 3.25%. All borrower payments on loans financed under the warehouse repurchase facility are first used to pay interest on the facility. For the three months ended March 31, 2020 and 2019, the effective interest rates were 4.65% and 5.73%, respectively.

On September 12, 2018, the Company entered into a three-year secured revolving loan facility agreement with Pacific Western Bank. During the borrowing period, the Company can take loan advances from time to time subject to availability. Each loan advance bears interest at the lesser of the one-month LIBOR Rate plus 3.5% per annum and the maximum rate, which is the highest lawful and non-usurious rate of interest applicable to the loan. The maximum loan amount under this facility is $50 million.

On December 26, 2019, the Company entered into a $3.0 million loan agreement with Hershiser Capital Finance, the “HCF loan”. The HCF loan is secured by five real properties acquired by the Company through foreclosure or by deed-in lieu of foreclosure. The HCF loan bears a fixed interest rate of 9.5%, and matures the earlier of (i) January 1, 2021, and (ii) the date on which the unpaid principal balance of this loan becomes due and payable by acceleration or otherwise pursuant to the Loan Documents or the exercise by Lender of any right or remedy under any Loan Document. The maturity date of the HCF loan is subject to extension up to July 1, 2021.

Certain of the Company’s loans are pledged as security under the warehouse repurchase facilities and the revolving loan facility, which contain covenants. Should the Company fail to adhere to those covenants or otherwise default under the facilities, the lenders have the right to terminate the facilities and demand immediate repayment that may require the Company to sell the collateral at less than the carrying amounts. As of March 31, 2020 and December 31, 2019, the Company was in compliance with these covenants.

The following table summarizes the maximum borrowing capacity and current gross balances outstanding for the Company’s warehouse facilities and loan agreements as of March 31, 2020 and December 31, 2019 (in thousands):

	March 31, 2020				December 31, 2019
	Period end balance⁽¹⁾		Maximum borrowing capacity		Period end balance⁽¹⁾		Maximum borrowing capacity
Barclays repurchase agreement	$	135,703	$	300,000	$	226,212	$	250,000
Citibank repurchase agreement		157,582		200,000		190,977		200,000
Pacific Western credit agreement		2,267		50,000		2,499		50,000
Hershiser Capital Finance loan agreement		2,820		3,000		3,000		3,000

(1)	Warehouse repurchase facilities amounts in the consolidated balance sheets are net of debt issuance costs amounting to $0.8 million and $1.1 million as of March 31, 2020 and December 31, 2019, respectively.

The following table provides an overview of the activity and effective interest rate for the three months ended March 31, 2020 and 2019 (dollars in thousands):

	Three Months Ended March 31,
	2020			2019
Warehouse repurchase facilities:
Average outstanding balance	$	347,350		$	216,250
Highest outstanding balance at any month-end		439,547			276,210
Effective interest rate (1)		4.95	%		5.81	%

(1)	Represents annualized interest expense divided by average gross outstanding balance and includes average rate (4.62%) and debt issue cost amortization (.33%) and average rate (5.42%) and debt issue cost amortization (0.39%) for the three months ended March 31, 2020 and 2019, respectively.

The following table provides a summary of interest expense that includes debt issuance cost amortization, interest, amortization of discount, and deal cost amortization for the three months ended March 31, 2020 and 2019 (in thousands):

	Three Months Ended March 31,
	2020			2019
Warehouse repurchase facilities	$	4,301		$	3,142
Securitizations		18,547			15,920
Interest expense — portfolio related		22,848			19,062
Interest expense — corporate debt		6,342	(1)		3,353
Total interest expense	$	29,190		$	22,415

(1)

Included in the $6.3 million of interest expense – corporate debt for the three months ended March 31, 2020 was the one-time debt issuance costs write-off of $3.5 million and prepayment penalties of $0.3 million associated with the repayment of $75.0 million in outstanding principal amount in January 2020.

Note 9 — Commitments and Contingencies

(a)	Repurchase Liability

When the Company sells loans, it is required to make normal and customary representations and warranties about the loans to the purchaser. The loan sale agreements generally require the Company to repurchase loans if the Company breaches a representation or warranty given to the loan purchaser. In addition, the Company may be required to repurchase loans as a result of borrower fraud or if a payment default occurs on a loan shortly after its sale.

The Company records a repurchase liability relating to representations and warranties and early payment defaults. The method used to estimate the liability for repurchase is a function of the representations and warranties given and considers a combination of factors, including, but not limited to, estimated future defaults and loan repurchase rates and the potential severity of loss in the event of defaults. The Company establishes a liability at the time loans are sold and continually updates the estimated repurchase liability. The level of the repurchase liability for representations and warranties and early payment default requires considerable management judgment. As of March 31, 2020 and December 31, 2019, the balance of repurchase liability was $76 thousand, and it is included in accounts payable and accrued expenses in the consolidated balance sheets.

(b)	Legal Proceedings

The Company is a party to various legal proceedings in the normal course of business. The Company, after consultation with legal counsel, believes the disposition of all pending litigation will not have a material effect on the Company’s consolidated financial condition or results of operations.

Note 10 — Members’ Equity

Prior to the conversion of Velocity Financial, LLC into a corporation, the Company had the authority to issue four types of membership units, Class A, Class B, Class C, and Class D units. The Class A units represented ownership interests in VF. Class B units were profit interest units, which represented a right to share, with the Class A units, in the distribution of profits earned by the Company. The Class C and Class D units were preferred units, which had the right to convert to Class A units.

The Company repurchased all outstanding Class C preferred units for an aggregate purchase price equal to the Class C liquidation preference of approximately $27.7 million on August 29, 2019. All Class A and Class D units were converted to common stock upon the conversion of the Company into a corporation on January 16, 2020. All Class B units were converted at zero value upon the conversion of the Company into a corporation on January 16, 2020. Prior to the Company’s IPO, the outstanding Class A, Class B and Class D units and equity balance were as follows as of December 31, 2019 (in thousands):

	December 31,
	2019
	(In thousands)
Class A units issued and outstanding		97,514
Class A equity balance	$	92,650
Class B units issued and outstanding		16,072
Class B equity balance	$	—
Class D units issued and outstanding		60,194
Class D equity balance	$	60,194

Note 11 — Stock-Based Compensation

The Company’s 2020 Omnibus Incentive Plan, or the 2020 Plan, authorized grants of stock‑based compensation instruments to purchase or issue up to 1,520,000 shares of Company common stock. In connection with its IPO in January 2020, the Company granted stock options to non-employee directors and certain employees, including named executive officers to purchase approximately 782,500 shares of common stock upon future exercise of stock options with an exercise price equal to the initial public offering price of $13.00.

Stock options vest ratably over a service period of three years from the date of the grant. Compensation expense related to stock options is based on the fair value of the underlying stock on the award date and is recognized over the vesting period using the straight‑line method. For the three months ended March 31, 2020, 10,000 shares of stock options were forfeited, and the Company recognized $0.2 million compensation expense related to the outstanding stock options granted to employees. Such amount is included in “Compensation and employee benefits” on the Consolidated Statement of Income. The amount of unrecognized compensation expense related to unvested stock options totaled $2.8 million as of March 31, 2020. As of March 31, 2020, unvested stock options outstanding were 782,500 shares at an exercise price per share of $13.00.

Note 12 — Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock that shared in earnings. None of the outstanding stock options were vested at March 31, 2020 and they were not included in the computation of diluted earnings per share due to their anti-dilutive effect. The following table presents the earnings per common share calculations for the three months ended March 31, 2020:

	Three Months Ended March 31,
	2020		2019 (1)
	(In thousands, except share and per share data)
Net income	$	2,579	$	4,695
Weighted-average shares:
Basic weighted-average number of common shares outstanding		20,087,494	NA
Dilutive weighted-average number of common shares outstanding		20,087,494	NA

Earnings per common share:
Basic		0.13	NA
Diluted		0.13	NA

(1)	Earnings per common share is not applicable to periods prior to the Company's IPO on January 17, 2020.

Note 13 — Fair Value Measurements

(a)	Fair Value Determination

ASC Topic 820, “Fair Value Measurement,” defines fair value, establishes a framework for measuring fair value including a three-level valuation hierarchy, and requires disclosures about fair value measurements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date reflecting assumptions that a market participant would use when pricing an asset or liability. The hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:

•

Level 1 - Valuation is based on quoted prices for identical instruments traded in active markets.

•

Level 2 - Valuation is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable and can be corroborated by market data.

•

Level 3 - Valuation is based on significant unobservable inputs for determining the fair value of assets or liabilities. These significant unobservable inputs reflect assumptions that market participants may use in pricing the assets or liabilities.

Given the nature of some of the Company’s assets and liabilities, clearly determinable market-based valuation inputs are often not available; therefore, these assets and liabilities are valued using internal estimates. As subjectivity exists with respect to the valuation estimates used, the fair values disclosed may not equal prices that can ultimately be realized if the assets are sold or the liabilities are settled with third parties.

Below is a description of the valuation methods for the assets and liabilities recorded at fair value on either a recurring or nonrecurring basis and for estimating fair value of financial instruments not recorded at fair value for disclosure purposes. While management believes the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the measurement date.

(b)	Cash and Cash Equivalents and Restricted Cash

Cash and restricted cash are recorded at historical cost. The carrying amount is a reasonable estimate of fair value as these instruments have short-term maturities and interest rates that approximate market, a Level 1 measurement.

(c)	Loans Held for Investment

Loans held for investment are recorded at their outstanding principal balance, net of purchase discounts, deferred loan origination fees/costs, and allowance for credit losses.

The Company determined the fair value estimate of loans held for investment using a cash flow model incorporating the latest securitization execution prices as a proxy, a Level 3 measurement. The significant unobservable inputs used in the fair value measurement of the Company’s mortgage loans held for investment are interest rates, prepayment speeds, loss severity, and default rates. Significant changes in any of those inputs could result in a significant change to the loans’ fair value measurement.

(d)	Collateral Dependent or Loans Individually Evaluated

Nonaccrual loans held for investment are evaluated individually and are recorded at fair value on a nonrecurring basis. To the extent a loan is collateral dependent, the Company determines the allowance for credit losses based on the estimated fair value of the underlying collateral. The fair value of each loan’s collateral is generally based on appraisals or broker price opinions obtained, less estimated costs to sell, a Level 3 measurement.

(e)	Loans Held for Sale

Loans held for sale are carried at the lower of cost or fair value, with fair value adjustments recorded on a nonrecurring basis. The Company uses a discounted cash flow model to estimate the fair value of loans held for sale, a Level 3 measurement.

(f)	Interest-Only Strips

The Company retains an interest-only strip on certain sales of held for sale loans. The interest-only strips are classified as trading securities under FASB ASC Topic 320, Investments-Debt Securities. The interest-only strips are measured based on their estimated fair values using a discounted cash flow model, a Level 3 measurement. Changes in fair value are reflected in income as they occur.

(g)	Loans Held for Investment, at Fair Value

The Company has elected to account for certain purchased distressed loans held for investment, at fair value (the FVO Loans) using FASB ASC Topic 825, Financial Instruments (ASC 825). The FVO loans are measured based on their estimated fair values. Management identified all of these loans to be accounted for at estimated fair value at the instrument level. Changes in fair value are reflected in income as they occur.

The Company uses a modified discounted cash flow model to estimate the fair value at instrument level, a Level 3 measurement. The significant unobservable inputs used in the fair value measurement of the Company’s mortgage loans held for investment, at fair value are discount rate, property values, prepayment speeds, loss severity, and default rates. Significant changes in any of those inputs in isolation could result in a significant change to the loans’ fair value measurement.

(h)	Real Estate Owned, Net (REO)

Real estate owned, net is initially recorded at the property’s estimated fair value, based on appraisals or broker price opinions obtained, less estimated costs to sell, at the acquisition date, a Level 3 measurement. From time to time, nonrecurring fair value adjustments are made to real estate owned, net based on the current updated appraised value of the property, or management’s judgment and estimation of value based on recent market trends or negotiated sales prices with potential buyers.

(i)	Secured Financing, Net (Corporate Debt)

The Company determined the fair values estimate of the secured financing using the estimated cash flows discounted at an appropriate market rate, a Level 3 measurement.

(j)	Warehouse Repurchase Facilities, Net

Warehouse repurchase facilities are recorded at historical cost. The carrying amount is a reasonable estimate of fair value as these instruments have short-term maturities of one-year or less and interest rates that approximate market plus a spread, a Level 2 measurement.

(k)	Securitizations, Net

The fair value estimate of securities issued is determined by using estimated cash flows discounted at an appropriate market rate, a Level 3 measurement.

(l)	Accrued Interest Receivable and Accrued Interest Payable

The carrying amounts of accrued interest receivable and accrued interest payable approximate fair value due to the short-term nature of these instruments, a Level 1 measurement.

The Company does not have any off-balance sheet financial instruments.

(m)	Fair Value Disclosures

The following tables present information on assets measured and recorded at fair value as of March 31, 2020 and December 31, 2019, by level, in the fair value hierarchy (in thousands):

	Fair value measurements using						Total at
March 31, 2020	Level 1		Level 2		Level 3		fair value
Recurring fair value measurements:
Loans held for investment, at fair value	$	—	$	—	$	2,987	$	2,987
Interest-only strips		—		—		1,534		1,534
Total recurring fair value measurements		—		—		4,521		4,521
Nonrecurring fair value measurements:
Loans held for sale, net		—		—		223,123		223,123
Real estate owned, net		—		—		16,164		16,164
Individually evaluated loans requiring specific allowance, net		—		—		8,088		8,088
Total nonrecurring fair value measurements		—		—		247,375		247,375
Total assets	$	—	$	—	$	251,896	$	251,896

	Fair value measurements using						Total at
December 31, 2019	Level 1		Level 2		Level 3		fair value
Recurring fair value measurements:
Loans held for investment, at fair value	$	—	$	—	$	2,960	$	2,960
Interest-only strips		—		—		894		894
Total recurring fair value measurements		—		—		3,854		3,854
Nonrecurring fair value measurements:
Loans held for sale, net		—		—		214,467		214,467
Real estate owned, net		—		—		13,068		13,068
Impaired loans requiring specific allowance, net		—		—		11,373		11,373
Total nonrecurring fair value measurements		—		—		238,908		238,908
Total assets	$	—	$	—	$	242,762	$	242,762

The following table presents losses recognized on assets measured on a nonrecurring basis for the periods indicated (in thousands):

	Three Months Ended March 31,
Gain (loss) on assets measured on a nonrecurring basis	2020			2019
Loans held for sale, net	$	(40	)	$	89
Real estate held for sale, net		(568	)		(14	)
Individually evaluated loans requiring specific allowance, net		71			(101	)
Total net loss	$	(537	)	$	(26	)

The following tables present the primary valuation techniques and unobservable inputs related to Level 3 assets as of March 31, 2020 and December 31, 2019 (dollars in thousands):

	March 31, 2020
Asset category	Fair value		Primary valuation technique	Unobservable input	Range	Weighted average
Individually evaluated loans requiring allowance, net	$	8,088	Market comparables	Selling costs	8.0%	8.0%
Real estate owned, net		16,164	Market comparables	Selling costs	8.0%	8.0%
Loans held for investment, at fair value		2,987	Discounted cash flow	Discount rate	10.5%	10.5%
				Collateral value (% of UPB)	16.0% to 96.0%	88.0%
				Timing of resolution/payoff (months)	4 to 125		62.0
				Prepayment rate	15.0%	15.0%
				Default rate	1.0%	1.0%
				Loss severity rate	10.0%	10.0%
Loans held for sale		223,123	Discounted cash flow	Discount rate	12.0% to 15.0%	14.6%
				Timing of resolution/payoff (months)	0 to 14	9.3

Interest-only strips		1,534	Discounted cash flow	Discount rate	15.0%	15.0%
				Timing of resolution/payoff (months)	0 to 13.0	4.1

	December 31, 2019
Asset category	Fair value		Primary valuation technique	Unobservable input	Range	Weighted average
Collateral dependent impaired loans requiring specific allowance, net	$	11,373	Market comparables	Selling costs	8.0%	8.0%
Real estate owned, net		13,068	Market comparables	Selling costs	8.0%	8.0%
Loans held for investment, at fair value		2,960	Discounted cash flow	Discount rate	10.5%	10.5%
				Collateral value (% of UPB)	18.0% to 94.0%	87.0%
				Timing of resolution/payoff (months)	5 to 218		65.0
				Prepayment rate	15.0%	15.0%
				Default rate	1.0%	1.0%
				Loss severity rate	10.0%	10.0%
Loans held for sale		214,467	Discounted cash flow	Discount rate	12.0% to 15.0%	14.7%
				Timing of resolution/payoff (months)	0 to 12	7.0

Interest-only strips		894	Discounted cash flow	Discount rate	15.0%	15.0%
				Timing of resolution/payoff (months)	0 to 7.0	2.1

The following is a rollforward of loans that are measured at estimated fair value on a recurring basis for the periods indicated (in thousands):

	Three Months Ended			Year Ended
	March 31, 2020			December 31, 2019
Beginning balance	$	2,960		$	3,463
Loans liquidated		—			(421	)
Principal paydowns		(18	)		(73	)
Total unrealized gain (loss) included in net income		45			(9	)
Ending balance	$	2,987		$	2,960

The following is a rollforward of interest-only strips that are measured at estimated fair value on a recurring basis for the periods indicated (in thousands):

	Three Months Ended			Year Ended
	March 31, 2020			December 31, 2019
Beginning balance	$	894		$	812
Interest-only strip additions		1,820			2,495
Interest-only strip write-offs		(1,180	)		(2,202	)
Total unrealized loss included in net income		—			(211	)
Ending balance	$	1,534		$	894

The Company estimates the fair value of certain financial instruments on a quarterly basis. These instruments are recorded at fair value through the use of a valuation allowance only if they are individually evaluated. As described above, these adjustments to fair value usually result from the application of lower of cost or fair value accounting or write-downs of individual assets. As of March 31, 2020 and December 31, 2019, the only financial assets measured at fair value were certain individually evaluated loans held for investment, loans held for sale, interest-only strips, REO and FVO loans, which were measured using unobservable inputs, including appraisals and broker price opinions on the values of the underlying collateral. Individually evaluated loans were carried at approximately $8.1 million and $11.4 million as of March 31, 2020 and December 31, 2019, net of specific allowance for credit losses of approximately $0.8 million and $0.9 million, respectively.

A financial instrument is cash, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity on potentially favorable terms. The methods and assumptions used in estimating the fair values of the Company’s financial instruments are described above.

The following tables present carrying amounts and estimated fair values of certain financial instruments as of the dates indicated (in thousands):

	March 31, 2020
	Carrying								Estimated
Asset category	Value		Level 1		Level 2		Level 3		Fair Value
Assets:
Cash	$	7,649	$	7,649	$	—	$	—	$	7,649
Restricted cash		4,483		4,483		—		—		4,483
Loans held for sale, net		223,123		—		—		223,123		223,123
Loans held for investment, net		1,922,485		—		—		1,975,146		1,975,146
Loans held for investment, at fair value		2,987		—		—		2,987		2,987
Accrued interest receivable		14,470		14,470		—		—		14,470
Real estate owned, net		16,164		—		—		16,164		16,164
Interest-only strips		1,534		—		—		1,534		1,534

Liabilities:
Secured financing, net	$	74,364	$	—	$	—	$	78,000	$	78,000
Warehouse repurchase facilities, net		297,537		—		297,537		—		297,537
Securitizations, net		1,576,432		—		—		1,635,641		1,635,641
Accrued interest payable		8,172		8,172		—		—		8,172

	December 31, 2019
	Carrying								Estimated
Asset category	Value		Level 1		Level 2		Level 3		Fair Value
Assets:
Cash	$	21,465	$	21,465	$	—	$	—	$	21,465
Restricted cash		6,087		6,087		—		—		6,087
Loans held for sale, net		214,467		—		—		222,260		222,260
Loans held for investment, net		1,863,360		—		—		1,913,481		1,913,481
Loans held for investment, at fair value		2,960		—		—		2,960		2,960
Accrued interest receivable		13,295		13,295		—		—		13,295
Real estate owned, net		13,068		—		—		13,068		13,068
Interest-only strips	894			—		—	894		894

Liabilities:
Secured financing, net	$	145,599	$	—	$	—	$	153,000	$	153,000
Warehouse repurchase facilities, net		421,548		—		421,548		—		421,548
Securitizations, net		1,438,629		—		—		1,486,990		1,486,990
Accrued interest payable		7,190		7,190		—		—		7,190

Note 14 — Subsequent Events

COVID-19

As a result of the spread of the COVID-19 coronavirus, economic uncertainties have arisen which are likely to negatively impact the Company’s financial condition, results of operations and cash flows. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and impact on its customers, employees and vendors, all of which are uncertain and cannot be predicted. The extent to which COVID-19 may impact the Company’s financial condition or results of operations cannot be reasonably estimated at this time.

April 2020 Preferred Stock and Warrants

On April 7, 2020, the Company issued and sold in a private placement 45,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred”), at a price per share of $1,000, plus warrants (the “Warrants”) to purchase an aggregate of 3,013,125 shares of the Company’s common stock to funds affiliated with Snow Phipps and a fund affiliated with Pacific Investment Management Company LLC (TOBI). This offering resulted in gross proceeds to the Company of $45.0 million, before expenses payable by the Company of approximately $1.0 million. The Company intends to use the net proceeds from this private placement to pay down its existing warehouse repurchase facilities and for general corporate purposes. In connection with these transactions, the Company entered into a securities purchase agreement with Snow Phipps and TOBI granting TOBI the right to nominate an additional director to the Company’s board of directors for so long as TOBI and its permitted transferees meet certain ownership thresholds.

The Preferred Stock ranks senior to the Company’s common stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution and winding up. It is entitled to receive any dividends or distributions paid in respect of the common stock on an as-converted basis and has no stated maturity and will remain outstanding indefinitely unless converted into common stock or repurchased by the Company. Holders of the Preferred Stock will be entitled to vote, together with the holders of common stock, on an as-converted basis, subject to limitations of the rules of the New York Stock Exchange, on all matters submitted to a vote of the holders of common stock, and as a separate class as required by law. The holders of the Preferred Stock will also have the right to elect two directors to the board of directors of the Company if the Company defaults under its obligation to repurchase Preferred Stock.

The Preferred Stock has a liquidation preference equal to the greater of (i) $2,000 per share from April 7, 2020 through October 7, 2022, which amount increases ratably to $3,000 per share from October 8, 2022 through November 28, 2024 and to $3,000 per share from and after November 28, 2024 and (ii) the amount such holder would have received if the Preferred Stock had converted into common stock immediately prior to such liquidation.

At any time following receipt of the requisite approval by the holders of the Company’s common stock, the Preferred Stock is convertible at the option of the holder into the number of shares of common stock equal to then applicable conversion rate plus cash in lieu of fractional shares, if any. The initial conversion price is $3.85 per share of common stock and is subject to customary antidilution adjustments. In addition, the Company has the right to cause the Preferred Stock to convert beginning October 7, 2021 if the Company’s common stock meets certain weighted average price targets.

Beginning on October 7, 2022, if permitted by the terms of the Company’s material indebtedness, and in no event later than November 28, 2024, holders of the Preferred Stock have the option to cause the Company to repurchase all or a portion of such holder’s shares of Preferred Stock, for an amount in cash equal to such share’s liquidation preference. If the Company defaults on its repurchase obligation, the holders of the Preferred Stock have the right (until the repurchase price has been paid in full, in cash, or such the Preferred Stock has been converted) to force a sale of the Company and the holders of the Preferred Stock will have the right to elect two directors of the Company’s Board until such default is cured. The Company is also required to redeem the Preferred Stock upon a change of control (as defined in the certificate of designation governing the Preferred Stock).

The Warrants are exercisable at the warrantholder’s option at any time and from time to time, in whole or in part, until April 7, 2025 at an exercise price of $2.96 per share of common stock, with respect to 2,008,750 of the Warrants, and at an exercise price of $4.94 per share of common stock, with respect to 1,004,375 of the Warrants. The exercise price and the number of shares of common stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments and certain issuances of common stock (or securities convertible into or exercisable for common stock) at a price (or having a conversion or exercise price) that is less than the then current exercise price. The Company is not required to effect an exercise of Warrants, if after giving effect to the issuance of common stock upon exercise of such Warrants such warrantholder together with its affiliates would beneficially own 49% or more of the Company’s outstanding common stock.

Amendments to Warehouse Repurchase Facilities

On April 6, 2020, VCC entered into amendments to the Barclays Repurchase Agreement and the Citibank Repurchase Agreement with the lenders under such agreements. Pursuant to the terms of the amendments, (i) the Company must maintain unrestricted cash and cash equivalents of at least $7.5 million, (ii) VCC must make aggregate payments of $20.0 million to reduce VCC’s obligations under the warehouse repurchase agreements at Closing, and (iii) VCC must ensure that payments of at least $3.0 million per month are made to each lender, from the cash flow of the underlying financed loans and/or corporate cash each month from April 6 through August 3, 2020, in reduction of its obligations thereunder. In addition, the interest rate under each warehouse repurchase facility was increased by 25 basis points. The Company made payments of $20.0 million at closing of the transactions.

The Company has evaluated events that have occurred subsequent to March 31, 2020 through the issuance of the accompanying consolidated financial statements and has concluded there are no other subsequent events that would require recognition or disclosure in the accompanying consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the information included in our Annual Report on Form 10-K for the year ended December 31, 2019 as well as the unaudited financial statements included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

In addition, the statements and assumptions in this Quarterly Report that are not statements of historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about our plans, strategies and prospects as well as estimates of industry growth for the next quarter and beyond. For important information regarding these forward-looking statements, please see the discussion below under the caption “Cautionary Note on Forward-Looking Statements.”

References to “the Company,” “Velocity,” “we,” “us” and “our” refer to Velocity Financial, Inc. and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise.

Business

We are a vertically integrated real estate finance company founded in 2004. We primarily originate and manage investor loans secured by 1-4 unit residential rental and small commercial properties, which we refer to collectively as investor real estate loans. We originate loans nationwide across our extensive network of independent mortgage brokers which we have built and refined over the 15 years since our inception. Our objective is to be the preferred and one of the most recognized brands in our core market, particularly within our network of mortgage brokers.

We operate in a large and highly fragmented market with substantial demand for financing and limited supply of institutional financing alternatives. We have developed the highly-specialized skill set required to effectively compete in this market, which we believe has afforded us a durable business model capable of generating compelling risk-adjusted returns for our stockholders throughout various business cycles. We offer competitive pricing to our borrowers by pursuing low-cost financing strategies and by driving front- end process efficiencies through customized technology designed to control the cost of originating a loan. Furthermore, by originating loans through our efficient and scalable network of approved mortgage brokers, we are able to maintain a wide geographical presence and nimble operating infrastructure capable of reacting quickly to changing market environments.

Our growth strategy is predicated on continuing to serve and build loyalty within our network of mortgage brokers, while also expanding our network with new mortgage brokers through targeted marketing, improved brand awareness, and the growth and development of our team of account executives. We believe our reputation and 15-year history within our core market position us well to capture future growth opportunities.

Our primary source of revenue is interest income earned on our loan portfolio. Our typical loan is secured by a first lien on the underlying property with a personal guarantee and, based on all loans in our portfolio as of March 31, 2020, has an average balance of approximately $327,000. As of March 31, 2020, our loan portfolio, including both loans held for investment and loans held for sale, totaled $2.1 billion of UPB on properties in 45 states and the District of Columbia. The total portfolio had a weighted average loan-to-value ratio, or LTV at origination, of 65.9%, and was concentrated in 1-4 unit residential rental loans, which we refer to as investor 1-4 loans, representing 51.5% of the UPB. For the three months ended March 31, 2020, the annualized yield on our total portfolio was 8.57%.

We fund our portfolio primarily through a combination of committed and uncommitted secured warehouse repurchase facilities, securitizations, corporate debt and equity. The securitization market is our primary source of long-term financing. We have successfully executed thirteen securitizations, resulting in a total of over $2.8 billion in gross debt proceeds from May 2011 through March 2020.

One of our core profitably measurements is our portfolio related net interest margin, which measures the difference between interest income earned on our loan portfolio and interest expense paid on our portfolio-related debt, relative to the amount of loans outstanding over the period. Our portfolio-related debt consists of our warehouse repurchase facilities and securitizations and excludes our corporate debt. For the three months ended March 31, 2020, our annualized portfolio related net interest margin was 4.18%. We generate profits to the extent that our portfolio related net interest income exceeds our interest expense on corporate debt, provision for loan losses and operating expenses. For the three months ended March 31, 2020, we generated income before income taxes and net income of $3.7 million and $2.6 million, respectively.

In January 2020, we completed the initial public offering of our common stock, par value $0.01 per share (our “common stock”). We received net proceeds received from the sale of our common stock in the IPO of $100.7 million, a portion of which, we used to repay $75.0 million of principal on our existing corporate debt.

Items Affecting Comparability of Results

Due to a number of factors, our historical financial results may not be comparable, either from period to period, or to our financial results in future periods. We have summarized the key factors affecting the comparability of our financial results below.

In 2014, we entered into a five-year, $100.0 million corporate debt agreement with the owners of our Class C preferred units, pursuant to which we issued at par senior secured notes, the 2014 Senior Secured Notes, that was due on December 16, 2019. The 2014 Senior Secured Notes bore interest, at our election, at either 10% annually paid in cash or 11% annually paid in kind.

In August 2019, we entered into a five-year $153.0 million corporate debt agreement with Owl Rock Capital Corporation (“2019 Term Loan”). The 2019 Term Loan under this agreement bears interest at a rate equal to one-month LIBOR plus 7.50% and mature in August 2024. A portion of the net proceeds from the 2019 Term Loan was used to redeem all of the outstanding 2014 Senior Secured Notes in August 2019. Another portion of the net proceeds from the 2019 Term Loan, together with cash on hand, was used to repurchase our outstanding Class C preferred units.

In January 2020, we used $75.7 million of the net proceeds from our IPO to lower our interest expense through the repayment of $75.0 million outstanding principal amount on the 2019 Term Loan.

Recent Developments

Strategies to Address Uncertainties Caused by COVID-19

The COVID-19 outbreak has caused significant disruption in business activity and the financial markets both globally and in the United States. As a result of the spread of COVID-19, economic uncertainties have arisen which are likely to negatively impact our financial condition, results of operations and cash flows. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and impact on our customers, employees and vendors, all of which is uncertain at this time and cannot be predicted. For more information on the potential impacts of the COVID-19 outbreak on our business see “Item 1A. Risk Factors—The outbreak of the recent coronavirus, COVID-19, or an outbreak of another highly infectious or contagious disease, could adversely affect our business, financial condition, results of operations and cash flow, and limit our ability to obtain additional financing.”

We have proactively executed a number of business initiatives to strengthen our liquidity position and re-focus our business strategies in light of the effects of the COVID-19 pandemic, including the following:

•

In late March 2020, we temporarily suspended our loan originations until the financial markets stabilize.

•

On April 7, 2020, we issued and sold 45,000 shares of our newly designated Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), in a private placement to affiliates of Snow Phipps and TOBI (the “Purchasers”), our two largest common stockholders, at a price per share of Preferred Stock of $1,000. In addition, as part of that private placement, we issued and sold to the Purchasers warrants (the “Warrants”) to purchase an aggregate of 3,013,125 shares of our common stock. This private placement offering resulted in gross proceeds to us of $45.0 million, before expenses payable by us of approximately $1.0 million. We intend to use the net proceeds from this private placement to pay down our existing warehouse repurchase facilities and for general corporate purposes.

•

On April 6, 2020, we entered into amendments to the master repurchase agreements on both of our warehouse repurchase agreements with the lenders under such agreements. We believe that the amended warehouse repurchase agreements provide us with a flexible and more stabilized financing solution that will allow us to better operate our business under the current market conditions.

•

During this economic crisis, we will consider the benefits of originating investor loans along with opportunistically acquiring investor loans that comply with our credit guidelines. If we are able to prudently originate or acquire mortgage loans, they will be added to our held for investment loan portfolio and supplement our current earnings profile generated by our $1.9 billion of portfolio loans, which are primarily fixed rate loans financed with fixed rate securitizations. We will continue to evaluate our business strategy in light of rapidly changing market conditions.

•

We have implemented a forbearance program designed to help small investors retain their properties and minimize our portfolio losses.

•

Effective May 1, 2020, many of our employees, mostly within our loan origination function, have been furloughed in light of the operating environment and uncertainty about the duration and severity of the impacts of the COVID-19 pandemic on our business. We will continue to assess staffing levels and allocations and other operating expenses in light of our business performance and financial condition.

•

We are exploring new financing alternatives, whole loan sales and other sources of capital to diversify our funding sources.

Critical Accounting Policies and Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires certain judgments and assumptions, based on information available at the time of preparation of the consolidated financial statements, in determining accounting estimates used in preparation of the consolidated financial statements. The following discussion addresses the accounting policies that we believe apply to us based on the nature of our operations. Our most critical accounting policies involve decisions and assessments that could affect our reported assets and liabilities, as well as our reported revenues and expenses. We believe that all of the decisions and assessments used to prepare the company’s financial statements are based upon reasonable assumptions given the information available at that time. We believe the following are critical accounting policies that require the most significant judgments and estimates used in the preparation of the consolidated financial statements. The summary below should be read in conjunction with the disclosure of our accounting policies and use of estimates in Note 2 to the consolidated financial statements.

Allowance for Credit Losses

Effective January 1, 2020, the Company adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments using the open pool methodology for all financial assets measured at amortized cost, which as of the adoption date consisted entirely of the Company’s held for investment loan portfolio.

•

Residential 1– 4 Unit – Purchase (loans to purchase 1– 4 unit residential rental properties);

•

Residential 1– 4 Unit – Refinance (refinance loans on 1– 4 unit residential rental properties);

•

Commercial – Purchase (loans to purchase traditional commercial properties) and

•

Commercial – Refinance (refinance loans on traditional commercial properties).

To determine the loss rates used for the open pool methodology, the Company starts with its historical database of losses, segment the loans by loan purpose and product type, and then adjust the loss rates based upon macroeconomic forecasts over a reasonable and supportable period. The reasonable and supportable period is meant to represent the period in which the Company believes the forecasted macroeconomic variables can be reasonably estimated.

For the March 31, 2020 CECL estimate, the Company used a COVID-19 stress scenario with a six-quarter reasonable and supportable forecast period followed by a three-quarter straight-line reversion period. Management concluded that using a six-quarter forecast and a three-quarter straight-line reversion best coincided with management’s and analysts’ sentiments that the impact of the COVID crisis would linger into 2021, with assumption of a quick recovery. This forecast period and reversion to historical loss is subject to change as conditions in the market change and the Company’s ability to forecast economic events evolves.

Loans 90 days or more delinquent, in bankruptcy, or in foreclosure, are evaluated individually. Loans individually evaluated are excluded from loans evaluated collectively by segment. When loans are individually evaluated, the Company primarily relies on the value of the underlying real estate, coupled with low loan-to-value ratios, to satisfy the loan obligation, either through successful loss mitigation efforts or foreclosure and sale of the underlying real estate. Expected loan losses are based on the fair value of the collateral underlying the loans at the reporting date, adjusted for estimated selling costs as appropriate.

Deferred Income Tax Assets and Liabilities

Our deferred income tax assets and liabilities arise from differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We determine whether a deferred tax asset is realizable based on facts and circumstances, including our current and projected future tax position, the historical level of our taxable income, and estimates of our future taxable income. In most cases, the realization of deferred tax assets is based on our future profitability. If we were to experience either reduced profitability or operating losses in a future period, the realization of our deferred tax assets may no longer be considered more likely than not and, accordingly, we could be required to record a valuation allowance on our deferred tax assets by charging earnings.

How We Assess Our Business Performance

Net income is the primary metric by which we assess our business performance. Accordingly, we closely monitor the primary drivers of net income which consist of the following:

Net Interest Income

Net interest income is the largest contributor to our net income and is monitored on both an absolute basis and relative to provisions for loan losses and operating expenses. We generate net interest income to the extent that the rate at which we lend in our portfolio exceeds the cost of financing our portfolio, which we primarily achieve through long-term securitizations. Accordingly, we closely monitor the financing markets and maintain consistent dialogue with investors and financial institutions as we evaluate our financing sources and cost of funds.

To evaluate net interest income, we measure and monitor: (1) the yields on our loans, (2) the costs of our funding sources, (3) our net interest spread and (4) our net interest margin. Net interest spread measures the difference between the rates earned on our loans and the rates paid on our funding sources. Net interest margin measures the difference between our annualized interest income and annualized interest expense, or net interest income, as a percentage of average loans outstanding over the specified time period.

Periodic changes in net interest income are primarily driven by: (1) origination volume and changes in average outstanding loan balances and (2) interest rates and changes in interest earned on our portfolio or paid on our debt. Historically, origination volume and portfolio size have been the largest contributors to the growth in our net interest income. We measure net interest income before and after interest expense related to our corporate debt and before and after our provisions for loan losses.

Credit Losses

We strive to minimize actual credit losses through our rigorous screening and underwriting process and life of loan portfolio management and special servicing practices. We closely monitor the credit performance of our loan portfolio, including delinquency rates and expected and actual credit losses, as a key factor in assessing our overall business performance.

Operating Expenses

We incur operating expenses from compensation and benefits related to our employee base, rent and other occupancy costs associated with our leased facilities, our third-party primary loan servicing vendors, professional fees to the extent we utilize third-party legal, consulting and advisory firms, and costs associated with the resolution and disposition of real estate owned, among other items. We monitor and strive to prudently manage operating expenses and to balance current period profitability with investment in the continued development of our platform. Because volume and portfolio size determine the magnitude of the impact of each of the above factors on our earnings, we also closely monitor origination volume along with all key terms of new loan originations, such as interest rates, loan-to-value ratios, estimated credit losses and expected duration.

Factors Affecting Our Results of Operations

We believe there are a number of factors that impact our business, including those discussed below and in this Quarterly Report in the section titled “Item 1A. Risk Factors.”

Our results of operations depend on, among other things, the level of our net interest income, the credit performance of our loan portfolio and the efficiency of our operating platform. These measures are affected by a number of factors, including the demand for investor real estate loans, the competitiveness of the market for originating or acquiring investor real estate loans, the cost of financing our portfolio, the availability of funding sources and the underlying performance of the collateral supporting our loans. While we have been successful at managing these elements in the past, there are certain circumstances beyond our control, including the current disruption caused by the COVID-19 pandemic, macroeconomic conditions and market fundamentals, which can affect each of these factors and potentially impact our business performance.

Origination Volume

Our future performance could be impacted to the extent that our origination volumes decline as we rely on new loans to offset maturities and prepayments in our existing portfolio. To augment our core origination business, we continually assess opportunities to acquire portfolios of loans that meet our investment criteria. In our experience, portfolio acquisition opportunities have generally been more attractive and plentiful during market conditions when origination opportunities are less favorable. Accordingly, we believe our acquisition strategy not only expands our core business, but also provides a counter-cyclical benefit. Due to market dislocations related to the COVID-19 pandemic, we expect a decline in origination volume.

Competition

The investor real estate loan market is highly competitive which could affect our profitability and growth. We believe we compete favorably through diversified borrower access driven by our extensive network of mortgage brokers and by emphasizing a high level of real estate and financial expertise, customer service, and flexibility in structuring transactions, as well as by attracting and retaining experienced managerial and marketing personnel. However, some of our competitors may be better positioned to market their services and financing programs because of their ability to offer more favorable rates and terms and other services.

Availability and Cost of Funding

Our primary funding sources have historically included cash from operations, warehouse repurchase facilities, term securitizations, corporate debt and equity. We believe we have an established brand in the term securitization market and that this market will continue to support our portfolio growth with long-term financing. Changes in macroeconomic conditions can adversely impact our ability to issue securitizations and, thereby, limit our options for long-term financing. In consideration of this potential risk, we have entered into a credit facility for longer-term financing that will provide us with capital resources to fund loan growth in the event we are not able to issue securitizations.

We used $75.7 million of the net proceeds from our IPO to lower our interest expense through the repayment of $75.0 million in outstanding principal amount on the 2019 Term Loan.

Loan Performance

We underwrite and structure our loans to minimize potential losses. We believe our fully amortizing loan structures and avoidance of large balloon payments, coupled with meaningful borrower equity in properties, limit the probability of losses and that our proven in-house asset management capability allows us to minimize potential losses in situations where there is insufficient equity in the property. Our income is highly dependent upon borrowers making their payments and resolving delinquent loans as favorably as possible. Macroeconomic conditions can, however, impact credit trends in our core market and have an adverse impact on financial results.

Macroeconomic Conditions

The investor real estate loan market may be impacted by a wide range of macroeconomic factors such as interest rates, residential and commercial real estate prices, home ownership and unemployment rates, and availability of credit, among others. We believe our prudent underwriting, conservative loan structures and interest rate protections, and proven in-house asset management capability leave us well positioned to manage changing macroeconomic conditions.

Operating Efficiency

We generate positive operating leverage to the extent that our revenue grows at a faster rate than our expenses. We believe our platform is highly scalable and that we can generate positive operating leverage in future periods, primarily due to the technology and other investments we have made in our platform to date and our focus on a scalable, cost-effective mortgage broker network to generate new loan originations.

Portfolio and Asset Quality

Key Portfolio Statistics

	March 31,			December 31,			March 31,
	2020			2019			2019
	($ in thousands)
Total loans	$	2,126,899		$	2,059,344		$	1,656,614
Loan count		6,504			6,373			5,251
Average loan balance	$	327		$	323		$	315
Weighted average loan-to-value		65.9	%		65.8	%		64.7	%
Weighted average coupon		8.61	%		8.69	%		8.59	%
Nonperforming loans (UPB)	$	186,362		$	141,607		$	97,833
Nonperforming loans (% of total)		8.76	%		6.88	%		5.91	%

Total Loans. Total loans reflects the aggregate UPB at the end of the period. It excludes deferred origination costs, acquisition discounts, fair value adjustments and allowance for credit losses.

Loan Count. Loan count reflects the number of loans at the end of the period. It includes all loans with an outstanding principal balance.

Average Loan Balance. Average loan balance reflects the average UPB at the end of the period (i.e., total loans divided by loan count).

Weighted Average Loan-to-Value. Loan-to-value, or LTV, reflects the ratio of the original loan amount to the appraised value of the underlying property at the time of origination. In instances where the LTV at origination is not available for an acquired loan, the LTV reflects our best estimate of value at the time of acquisition. Weighted average LTV is calculated for the population of loans outstanding at the end of each specified period using the original loan amounts and appraised LTVs at the time of origination of each loan. LTV is a key statistic because requiring the borrower to invest more equity in the collateral minimizes our exposure for future credit losses.

Nonperforming Loans. Loans that are 90 or more days past due, in bankruptcy, in foreclosure, or not accruing interest are considered nonperforming loans. The dollar amount of nonperforming loans presented in the table above reflects the UPB of all loans that meet this definition. In the last 7 years, over 90% of our resolved nonperforming loans have either paid current or fully paid off, resulting in a complete recapture of all contractual principal and interest and, in many cases, additional default interest and prepayment fees.

Originations and Acquisitions

The following table presents new loan originations and acquisitions and includes average loan size, weighted average coupon and weighted average loan-to-value for the periods indicated:

($ in thousands)	Loan Count		Loan Balance		Average Loan Size		Weighted Average Coupon			Weighted Average LTV
Three Months Ended March 31, 2020:
Loan originations — held for investment		431	$	151,412,383	$	351,305		8.28	%		67.2	%
Loan originations — held for sale		316		96,222,692		304,502		9.75	%		68.2	%
Total loan originations		747	$	247,635,075	$	331,506		8.84	%		67.6	%
Loan acquisitions — held for investment		3		3,467,224		1,155,741		6.50	%		73.6	%
Total loans originated and acquired		750	$	251,102,299	$	334,803		8.81	%		67.7	%
Three Months Ended December 31, 2019:
Loan originations — held for investment		514	$	197,915,991	$	385,051		8.29	%		67.2	%
Loan originations — held for sale		387		123,211,639		318,376		9.99	%		68.9	%
Total loan originations		901	$	321,127,630	$	356,412		8.94	%		67.8	%
Loan acquisitions — held for investment		—	$	—	$	—		(—	)%		(—	)%
Total loans originated and acquired		901	$	321,127,630	$	356,412		8.94	%		67.8	%
Three Months Ended March 31, 2019:
Loan originations — held for investment		427	$	145,600,318	$	340,984		8.64	%		65.2	%
Loan originations — held for sale		218		53,870,685		247,113		9.92	%		68.2	%
Total loan originations		645	$	199,471,003	$	309,257		8.93	%		65.9	%
Loan acquisitions — held for investment		6		3,561,493		593,582		7.04	%		52.9	%
Total loans originated and acquired		651	$	203,032,496	$	311,878		8.89	%		65.6	%

During the first quarter of 2020, we originated $247.6 million of loans, which was an increase of $48.2 million, or 24.1%, from $199.5 million during the first quarter of 2019.

Loans Held for Investment

Our total portfolio of loans held for investment consists of both loans held for investment at amortized cost, which are presented in the consolidated financial statements as loans held for investment, net, and loans held for investment at fair value, which are presented in the financial statements as loans held for investment at fair value. The following tables show the various components of loans held for investment as of the dates indicated:

	March 31,			December 31,			March 31,
(in thousands)	2020			2019			2019
Unpaid principal balance	$	1,902,566		$	1,843,290		$	1,598,063
Discount on acquired loans		—			—			(497	)
Valuation adjustments on FVO loans		(399	)		(444	)		(594	)
Deferred loan origination costs		26,801			25,714			22,496
Total loans held for investment, gross		1,928,968			1,868,560			1,619,468
Allowance for credit losses		(3,496	)		(2,240	)		(1,916	)
Loans held for investment, net	$	1,925,472		$	1,866,320		$	1,617,552

The following table illustrates the contractual maturities for our loans held for investment in aggregate UPB and as a percentage of our total held for investment loan portfolio as of March 31, 2020:

	31-Mar-20
($ in thousands)	UPB		%
Loans due in less than one year	$	2,163		0.1	%
Loans due in one to five years		2,921		0.2	%
Loans due in more than five years		1,897,482		99.7	%
Total loans held for investment	$	1,902,566		100.0	%

Allowance for Credit Losses

Our allowance for credit losses increased by $1.5 million to $3.5 million as of March 31, 2020, compared to $1.9 million as of March 31, 2019. The adoption of CECL effective January 1, 2020 contributed $137,000 to the increase in allowance for credit losses. $0.9 million of the $1.5 million increase in allowance for credit losses was attributed to the COVID-19 coronavirus outbreak. The remaining increase in allowance for credit losses was attributed to the increase in our loan portfolio from March 31, 2019 to March 31, 2020. We strive to minimize actual credit losses through our rigorous screening and underwriting process, life of loan portfolio management and special servicing practices. Additionally, we believe borrower equity of 25% to 40% provides significant protection against credit losses.

To estimate the allowance for credit losses in our loans held for investment portfolio, we follow a detailed internal process, considering a number of different factors including, but not limited to, our ongoing analyses of loans, historical loss rates, relevant environmental factors, relevant market research, trends in delinquencies, effects and changes in credit concentrations, and ongoing evaluation of fair values.

The following table illustrates the activity in our allowance for credit losses over the periods indicated:

	Three Months Ended March 31,
	2020			2019
Allowance for credit losses:
Beginning balance, prior to adoption of ASC 326	$	2,240		$	1,680
Impact of adopting ASC 326		137			—
Provision for loan losses		1,290			348
Charge-offs		(171	)		(112	)
Ending balance	$	3,496		$	1,916
Total loans held for investment (UPB), excluding FVO (1)	$	1,899,179		$	1,594,624
% of allowance for credit losses / loans held for investment, excluding FVO		0.18	%		0.12	%

(1)

Reflects the UPB of loans held for investment excluding loans held for investment at fair value (FVO). Loans held for investment, net on the consolidated balance sheets is net of allowance for credit losses of $3.5 million, and net deferred loan origination fees/costs of $26.8 million for the three months ended March 31, 2020.

Credit Quality – Loans Held for Investment and Loans Held for Investment at Fair Value

The following table provides delinquency information on our loans held for investment and loans held for investment at fair value by UPB as of the dates indicated:

	March 31, 2020				December 31, 2019				March 31, 2019
Current	$	1,571,822	82.6	%	$	1,559,373	84.6	%	$	1,397,809	87.5	%
30-59 days past due		126,740	6.7			123,704	6.7			86,460	5.4
60-89 days past due		52,868	2.8			48,062	2.6			28,558	1.8
Nonperforming/Nonaccrual loans:
<90 days past due		11,600	0.6			—	—			—	—
90+ days past due		42,529	2.2			24,790	1.3			12,114	0.8
Bankruptcy		9,463	0.5			8,695	0.5			5,728	0.4
In foreclosure		87,544	4.6			78,666	4.3			67,394	4.2
Total nonperforming loans		151,136	7.9			112,151	6.1			85,236	5.3
Total loans held for investment	$	1,902,566	100.0	%	$	1,843,290	100.0	%	$	1,598,063	100.0	%

Loans that are 90+ days past due, in bankruptcy, in foreclosure, or not accruing interest are considered nonperforming loans. Nonperforming loans were $151.1 million or 7.9% of our held for investment loan portfolio as of March 31, 2020, compared to $112.2 million, or 6.1% as of December 31, 2019, and $85.2 million, or 5.3% of the loan portfolio as of March 31, 2019. We believe the significant equity cushion at origination and the active management of loans will continue to minimize credit losses on the resolution of defaulted loans and disposition of REO properties.

Historically, most loans that become nonperforming resolve prior to converting to REO. This is due to low LTVs at origination and our active management of the portfolio. The following table summarizes the resolution activities of loans originated by us that became nonperforming prior to the beginning of the periods indicated. Of the $119.4 million nonperforming loans as of January 1, 2020, we resolved $17.5 million, or 14.6% during the quarter ended March 31, 2020. During the quarter ended March 31, 2019, we resolved $21.6 million, or 22.9% of the $94.6 million nonperforming loans as of January 1, 2019. We realized a net gain of $0.7 million and $0.3 million on these resolutions during the quarter ended March 31, 2020 and 2019, respectively. This is largely the result of collecting default interest and prepayment penalties in excess of the contractual interest due and collected.

	Three Months Ended March 31, 2020								Three Months Ended March 31, 2019
($ in thousands)	UPB (1)		% of Nonperforming UPB			Gain / (Loss)			UPB (1)		% of Nonperforming UPB			Gain / (Loss)
Nonperforming UPB, beginning of period	$	119,383							$	94,588
Resolved — paid in full	$	12,928		10.8	%	$	850		$	12,719		13.5	%	$	155
Resolved — paid current		3,504		2.9	%		101			7,262		7.7	%		142
Resolved — REO sold		1,091		0.9	%		(293	)		1,642		1.7	%		34
Total resolutions	$	17,523		14.6	%	$	658		$	21,623		22.9	%	$	331

(1)	Reflects the unpaid principal balance of loans originated by the Company and excludes acquired loans (FVO).

Our actual losses incurred have been small as a percentage of nonperforming loans held for investment. The table below shows our actual loan losses for the periods indicated.

	Three Months Ended				Year Ended December 31,
($ in thousands)	March 31, 2020				2019			2018
Nonperforming loans at period end (1)		149,145				123,844			92,410
Charge-offs		171				579			407
Charge-offs / Nonperforming loans at period end		0.46	%	(2)		0.47	%		0.44	%

(1)	Reflects UPB of nonperforming loans held for investment, excluding loans held for investment at fair value (FVO).

(2)	Annualized

Concentrations – Loans Held for Investment

As of March 31, 2020, our held for investment loan portfolio was concentrated in investor 1-4 loans, representing 45.8% of the UPB. Mixed used properties represented 13.9% of the UPB and multifamily properties represented 10.6% of the UPB. No other property type represented more than 10.0% of our held for investment loan portfolio. By geography, the principal balance of our loans held for investment were concentrated 23.7% in New York, 22.5% in California, 12.1% in Florida, and 8.1% in New Jersey.

Property Type	March 31, 2020
($ in thousands)	Loan Count		UPB		% of Total UPB
Investor 1-4		3,292	$	871,513		45.8	%
Mixed use		699		264,929		13.9
Multifamily		478		200,847		10.6
Retail		422		181,493		9.5
Office		289		117,976		6.2
Warehouse		210		119,760		6.3
Other(1)		387		146,048		7.7
Total loans held for investment		5,777	$	1,902,566		100	%

(1)	All other properties individually comprise less than 5.0% of the total unpaid principal balance.

Geography (State)	March 31, 2020
($ in thousands)	Loan Count		UPB		% of Total UPB
New York	953		$	450,659		23.7	%
California	935			427,543		22.5
Florida	817			229,955		12.1
New Jersey	613			153,409		8.1
Other(1)		2,459		641,000		33.6
Total loans held for investment		5,777	$	1,902,566		100	%

(1)	All other states individually comprise less than 5.0% of the total unpaid principal balance.

Loans Held for Sale

We started originating short-term, interest-only loans in March 2017, which we have historically aggregated and sold at a premium to par to institutional investors. Given our increased experience providing these loans, we are currently evaluating long-term financing alternatives for these short-term, interest-only loans, and may elect to retain these loans in the future to be more consistent with our investment strategy of holding loans in our portfolio and earning a longer-term spread. As of March 31, 2020, our portfolio of loans held for sale, which were carried at the lower of cost or estimated fair value consisted of 727 loans with an aggregate UPB of $224.3 million, and carried a weighted average original loan term of 18.8 months, a weighted average coupon of 9.9%, and a weighted average LTV at origination of 68.6%.

The following tables show the various components of loans held for sale as of the dates indicated:

	March 31,			December 31,
($ in thousands)	2020			2019
UPB	$	224,334		$	216,054
Valuation adjustments		(436	)		(396	)
Deferred loan origination fees, net		(775	)		(1,191	)
Total loans held for sale, net	$	223,123		$	214,467

Concentrations – Loans Held for Sale

As of March 31, 2020, our held for sale loan portfolio was entirely concentrated in investor 1-4 loans, representing 100.0% of the UPB. By geography, the principal balance of our loans held for sale were concentrated 30.4% in California, 9.6% in New York, 9.1% in Florida, 8.5% in Texas, 6.4% in New Jersey, and 5.7% in Georgia.

Geography (State)	43921
($ in thousands)	Loan Count		UPB		% of Total UPB
California		86	$	68,236		30.4	%
New York		54		21,603		9.6
Florida		81		20,505		9.1
New Jersey		62		14,372		6.4
Texas		62		18,925		8.5
Georgia		58		12,856		5.7
Other(1)		324		67,837		30.3
Total loans held for sale		727	$	224,334		100	%

(1)	All other states individually comprise less than 5.0% of the total UPB.

Real Estate Owned (REO)

REO includes real estate we acquire through foreclosure or by deed-in-lieu of foreclosure. REO assets are initially recorded at fair value, less estimated costs to sell, on the date of foreclosure. Adjustments that reduce the carrying value of the loan to the fair value of the real estate at the time of foreclosure are recognized as charge-offs in the allowance for credit losses. Positive adjustments at the time of foreclosure are recognized in other operating income. After foreclosure, we periodically obtain new valuations and any subsequent changes to fair value, less estimated costs to sell, are reflected as valuation adjustments.

As of March 31, 2020, our REO included 31 properties with an estimated fair value of $16.2 million compared to 24 properties with an estimated fair value of $13.1 million as of December 31, 2019.

Key Performance Metrics

	Three Months Ended
($ in thousands)	March 31, 2020 (1)			December 31, 2019			March 31, 2019 (1)
Average loans	$	2,083,783		$	1,984,528		$	1,625,998
Portfolio yield		8.57			8.89			8.9	%
Average debt — portfolio related		1,889,668			1,815,912			1,444,696
Average debt — total company		1,984,136			1,968,912			1,572,290
Cost of funds — portfolio related		4.84	%		5.00	%		5.28	%
Cost of funds — total company (2)		5.88	%		5.44	%		5.70	%
Net interest margin — portfolio related		4.18	%		4.32	%		4.20	%
Net interest margin — total company (2)		2.97	%		3.50	%		3.38	%
Charge-offs		0.01	%		0.01	%		0.01	%
Pre-tax return on equity (2)		6.62	%		21.66	%		15.91	%
Return on equity (2)		4.58	%		13.78	%		11.32	%

(1)

Percentages are annualized.

(2)

Excluding the one-time debt issuance costs write-off of $3.5 million and prepayment penalties of $0.3 million associated with the $75.0 million repayment of our corporate debt in January 2020, Key Performance Metrics are as follows: Cost of funds — total company 5.12%; Net interest margin — total company 3.69%; Pre-tax return on equity 13.32%; and Return on equity 9.22%.

Average Loans

Average loans reflects the daily average of total outstanding loans, including both loans held for investment and loans held for sale, as measured by UPB, over the specified time period.

Portfolio Yield

Portfolio yield is an annualized measure of the total interest income earned on our loan portfolio as a percentage of average loans over the given period. Interest income includes interest earned on performing loans, cash interest received on nonperforming loans, default interest and prepayment fees. The increase in our portfolio yield over the periods shown was driven by higher collections of contractual and default interest on nonperforming loans due to the efficiency and expertise of our asset management area, and, to a lesser extent, an increase in the weighted average coupon on the loans in our portfolio.

Average Debt — Portfolio Related and Total Company

Portfolio-related debt consists of borrowings related directly to financing our loan portfolio, which includes our warehouse repurchase facilities and securitizations. Total company debt consists of portfolio- related debt and corporate debt. The measures presented here reflects the monthly average of all portfolio- related and total company debt, as measured by outstanding principal balance, over the specified time period.

Cost of Funds — Portfolio Related and Total Company

Portfolio related cost of funds is an annualized measure of the interest expense incurred on our portfolio-related debt as a percentage of average portfolio-related debt outstanding over the given period. Total company cost of funds is an annualized measure of the interest expense incurred on our portfolio-related debt and corporate debt outstanding over the given period. Interest expense includes the amortization of expenses incurred in connection with our portfolio related financing activities and corporate debt. Through the issuance of long-term securitizations, we have been able to fix a significant portion of our borrowing costs over time. The strong credit performance on our securitizations has allowed us to issue debt at attractive rates. Our portfolio related cost of funds improved to 4.84% for the quarter ended March 31, 2020 from 5.00% for the quarter ended December 31, 2019, and from 5.28% for the quarter ended March 31, 2019. The decrease in portfolio related cost of funds was the result of lower spreads paid to investors in our more recent securitizations.

Net Interest Margin — Portfolio Related and Total Company

Portfolio related net interest margin measures the difference between the interest income earned on our loan portfolio and the interest expense paid on our portfolio-related debt as a percentage of average loans over the specified time period. Total company net interest margin measures the difference between the interest income earned on our loan portfolio and the interest expense paid on our portfolio-related debt and corporate debt as a percentage of average loans over the specified time period. Over the periods shown, our portfolio related net interest margin decreased as a result of the seasoning of older, more costly securitizations and, to a lesser extent, the increasing LIBOR index rates, partially offset by higher portfolio yields and lower spreads paid to investors in our more recent securitizations. In addition to achieving lower spreads in our more recent securitizations, we have also been able to utilize more favorable structures that will result in a lower and more stable cost of funds over the life of the securities. Our total company net interest margin decreased as a result of the one-time debt issuance costs write-off of $3.5 million and prepayment penalties of $0.3 million associated with the $75.0 million repayment of our corporate debt in January 2020. Excluding these one-time write-offs, our net interest margin — total company would have been 3.69% for the three months ended March 31, 2020.

The following tables show the average outstanding balance of our loan portfolio and portfolio-related debt, together with interest income and the corresponding yield earned on our portfolio, and interest expense and the corresponding rate paid on our portfolio-related debt for the periods indicated:

	Three Months Ended
	March 31, 2020								December 31, 2019							March 31, 2019
			Interest		Average						Interest		Average					Interest		Average
	Average		Income /		Yield /				Average		Income /		Yield /			Average		Income /		Yield /
($ in thousands)	Balance		Expense		Rate (1)				Balance		Expense		Rate (1)			Balance		Expense		Rate (1)
Loan portfolio:
Loans held for sale	$	202,474							$	184,021						$	59,684
Loans held for investment		1,881,308								1,800,507							1,566,314
Total loans	$	2,083,783	$	44,637		8.57	%		$	1,984,528	$	44,124		8.89	%	$	1,625,998	$	36,143		8.89	%

Debt:
Warehouse and repurchase facilities	$	347,350		4,301		4.95	%		$	320,456	$	4,222		5.27	%	$	216,250	$	3,141		5.81	%
Securitizations		1,542,318		18,547		4.81	%			1,495,456		18,467		4.94	%		1,228,446		15,921		5.18	%
Total debt - portfolio related		1,889,668		22,848		4.84	%			1,815,912		22,689		5.00	%		1,444,696		19,062		5.28	%
Corporate debt		94,468		6,342		26.85	%	(4)		153,000		4,070		10.64	%		127,594		3,353		10.51	%
Total debt	$	1,984,136	$	29,190		5.88	%		$	1,968,912	$	26,759		5.44	%	$	1,572,290	$	22,415		5.70	%

Net interest spread - portfolio related (2)						3.73	%							3.90	%						3.61	%
Net interest margin - portfolio related						4.18	%							4.32	%						4.20	%

Net interest spread - total company (3)						2.68	%	(4)						3.46	%						3.19	%
Net interest margin - total company						2.97	%	(4)						3.50	%						3.38	%

(1)	Annualized.

(2)	Net interest spread — portfolio related is the difference between the rate earned on our loan portfolio and the interest rates paid on our portfolio-related debt.

(3)	Net interest spread — total company is the difference between the rate earned on our loan portfolio and the interest rates paid on our total debt.

(4)

Excluding the one-time debt issuance costs write-off of $3.5 million and prepayment penalties of $0.3 million associated with the $75.0 million repayment of our corporate debt in January 2020, the Corporate debt average rate would have been 10.88%; Net interest spread — total company would have been 3.44%; and Net interest margin — total company would have been 3.69% for the three months ended March 31, 2020.

Charge-Offs

The charge-offs ratio reflects charge-offs as a percentage of average loans held for investment over the specified time period. We do not record charge-offs on our loans held for sale which are carried at the lower of cost or estimated fair value.

Pre-Tax Return on Equity and Return on Equity

Pre-tax return on equity and return on equity reflect income before income taxes and net income, respectively, as a percentage of the monthly average of members’ equity over the specified time period.

	Three Months Ended
($ in thousands)	March 31, 2020 (2)			December 31, 2019			March 31, 2019
Income before income taxes (A)	$	3,727		$	8,142		$	6,601
Net income (B)		2,579			5,182			4,695

Monthly average balance:
Stockholders' / Members' equity (C)		225,125			150,388			165,916

Pre-tax return on equity (A / C) (1)		6.6	%		21.7	%		15.9	%

Return on equity (B / C) (1)		4.6	%		13.8	%		11.3	%

(1)	Annualized.

(2)

Excluding the one-time debt issuance costs write-off of $3.5 million and prepayment penalties of $0.3 million associated with the $75.0 million repayment of our corporate debt in January 2020, Income before income taxes would have been $7.5 million; Net income would have been $5.2 million; Pre-tax return on equity would have been 13.3%; and Return on equity would have been 9.2%.

Components of Results of Operations

Interest Income

We accrue interest on the UPB of our loans in accordance with the individual terms and conditions of each loan, discontinuing interest and reversing previously accrued interest once a loan becomes 90 days or more past due (nonaccrual status). When a loan is placed on nonaccrual status, the accrued and unpaid interest is reversed as a reduction to interest income and accrued interest receivable. Interest income is subsequently recognized only to the extent that cash payments are received or when the loan has returned to accrual status. Payments received on nonaccrual loans are first applied to interest due, then principal. Interest accrual resumes once a borrower has made all principal and interest payments due, bringing the loan back to current status.

Interest income on loans held for investment is comprised of interest income on loans and prepayment fees less the amortization of deferred net costs related to the origination of loans. Interest income on loans held for sale is comprised of interest income earned on loans prior to their sale. The net fees and costs associated with loans held for sale are deferred as part of the carrying value of the loan and recognized as a gain or loss on the sale of the loan.

Interest Expense — Portfolio Related

Portfolio related interest expense is incurred on the debt we incur to fund our loan origination and portfolio activities and consists of our warehouse repurchase facilities and securitizations. Portfolio related interest expense also includes the amortization of expenses incurred as a result of issuing the debt, which are amortized using the level yield method. Key drivers of interest expense include the debt amounts outstanding, interest rates, and the mix of our securitizations and warehouse liabilities.

Net Interest Income — Portfolio Related

Portfolio related net interest income represents the difference between interest income and portfolio related interest expense.

Interest Expense — Corporate Debt

Interest expense on corporate debt primarily consists of interest expense paid with respect to the 2014 Senior Secured Notes and the 2019 Term Loan, as reflected on our consolidated statement of financial condition, and the related amortization of deferred debt issuance costs.

Net Interest Income

Net interest income represents the difference between portfolio related net interest income and interest expense on corporate debt.

Provision for Loan Losses

Provision for loan losses consists of amounts charged to income during the period to maintain an estimated allowance for credit losses, or ACL, to provide for credit losses inherent in our existing portfolio of loans held for investment (excluding those loans which we have elected to carry at fair value). The ACL consists of an allowance on loans that are assessed or evaluated individually, and an allowance for loans evaluated collectively by segment. Loans 90 days or more delinquent, in bankruptcy, or in foreclosure, are evaluated individually, and these loans are excluded from loans evaluated collectively by segment.

Other Operating Income

Gain on Disposition of Loans. When we sell a loan held for sale, we record a gain or loss that reflects the difference between the proceeds received for the sale of the loans and their respective carrying values. The gain or loss that we ultimately realize on the sale of our loans held for sale is primarily determined by the terms of the originated loans, current market interest rates and the sales price of the loans. In addition, when we transfer a loan to REO, we record the REO at its fair value at the time of the transfer. The difference between the fair value of the real estate and the carrying value of the loan is recorded as a gain or loss. Lastly, when our acquired loans, which were purchased at a discount, pay off, we record a gain related the write-off of the remaining purchase discount.

Unrealized Gain/(Loss) on Fair Value Loans. We have elected to account for certain purchased distressed loans at fair value using FASB ASC Topic 825, Financial Instruments (ASC 825). We regularly estimate the fair value of these loans as discussed more fully in the notes to our consolidated financial statements. Changes in fair value subsequent to initial recognition of fair value loans are reported as unrealized gain/(loss) on fair value loans, a component of other operating income within the consolidated statements of operations.

Other Income. Other income includes the following:

Unrealized Gains/(Losses) on Retained Interest Only Securities. As part of the proceeds received for the sale of our held for sale loans, we may receive an interest only security. Changes in fair value subsequent to initial recognition are reported as unrealized gains/(losses) on interest-only securities.

Fee Income. In certain situations, we collect fee income by originating loans and realizing miscellaneous fees such as late fees.

Operating Expenses

Compensation and Employee Benefits. Costs related to employee compensation, commissions and related employee benefits, such as health, retirement, and payroll taxes.

Rent and Occupancy. Costs related to occupying our locations, including rent, maintenance and property taxes.

Loan Servicing. Costs related to our third-party servicers.

Professional Fees. Costs related to professional services, such as external audits, legal fees, tax, compliance and outside consultants.

Real Estate Owned, Net. Costs related to our real estate owned, net, including gains/(losses) on disposition of REO, maintenance of REO properties, and taxes and insurance.

Other Operating Expenses. Other operating expenses consist of general and administrative costs such as, travel and entertainment, marketing, data processing, insurance and office equipment.

Provision for Income Taxes

The provision for income taxes consists of the current and deferred U.S. federal and state income taxes we expect to pay, currently and in future years, with respect to the net income for the year. The amount of the provision is derived by adjusting our reported net income with various permanent differences. The tax- adjusted net income amount is then multiplied by the applicable federal and state income tax rates to arrive at the provision for income taxes.

Consolidated Results of Operations

The following table summarizes our consolidated results of operations for the periods indicated:

	Three Months Ended
($ in thousands)	March 31, 2020		March 31, 2019		$ Change			%Change
Interest income	$	44,637	$	36,143	$	8,494			23.5	%
Interest expense - portfolio related		22,848		19,062		3,786			19.9	%
Net interest income - portfolio related		21,789		17,081		4,708			27.6	%
Interest expense - corporate debt (1)		6,342		3,353		2,989			89.1	%
Net interest income (1)		15,447		13,728		1,719			12.5	%
Provision for loan losses		1,290		348		942			270.7	%
Net interest income after provision for loan losses		14,157		13,380		777			5.8	%
Other operating income		1,620		1,721		(101	)		(5.9	)%
Total operating expenses		12,050		8,500		3,550			41.8	%
Income before income taxes (1)		3,727		6,601		(2,874	)		(43.5	)%
Income tax expense		1,148		1,906		(758	)		(39.8	)%
Net income (1)	$	2,579	$	4,695	$	(2,116	)		(45.1	)%

(1)

Excluding the one-time debt issuance costs write-off of $3.5 million and prepayment penalties of $0.3 million associated with the $75.0 million repayment of our corporate debt in January 2020, Consolidated Results of Operations are as follows: Interest expense - corporate debt $2.6 million; Net interest income $19.2 million; Income before income taxes $7.5 million; and Net income $5.2 million for the three months ended March 31, 2020.

Quarter End March 31, 2020 Compared to Quarter Ended March 31, 2019

Portfolio related net interest income is the largest contributor to our net income. We have grown our portfolio related net interest income by $4.8 million or 27.6% from $17.1 million for the quarter ended March 31, 2019 to $21.8 million for the quarter ended March 31, 2020. The growth in net interest income is largely attributable to our growth in loan originations which we have achieved by executing our principal strategies of expanding our broker network and further penetrating our network of existing brokers. In late March 2020, we temporarily suspended our loan originations until the financial markets stabilize from the dislocation caused by COVID-19. Interest expense on corporate debt increased by $3.0 million due to $3.8 million in the write-off of deferred deal costs and prepayment penalty incurred from paying down $75.0 million of our corporate debt with IPO proceeds. Operating expenses increased from $8.5 million for the quarter ended March 31, 2019 to $12.1 million for the quarter ended March 31, 2020, mainly due to increased operating costs as a public company.

Net Interest Income — Portfolio Related

	Three Months Ended
($ in thousands)	March 31, 2020		March 31, 2019		$ Change		%Change
Interest income	$	44,637	$	36,143	$	8,494		23.5	%
Interest expense - portfolio related		22,848		19,062		3,786		19.9	%
Net interest income - portfolio related	$	21,789	$	17,081	$	4,708		27.6	%

Interest Income. Interest income increased by $8.5 million, or 23.5%, to $44.6 million during the quarter ended March 31, 2020, compared to $36.1 million during the quarter ended March 31, 2019. The increase is primarily attributable to an increase in average loans (volume), which increased $457.8 million, or 28.2%, from $1.6 billion for the quarter ended March 31, 2019 to $2.1 billion for the quarter ended March 31, 2020. The average yield (rate) over those same periods decreased from 8.89% to 8.57% primarily due to the increase in nonperforming loans.

The following table distinguishes between the change in interest income attributable to change in volume and the change in interest income attributable to change in rate. The effect of changes in volume is determined by multiplying the change in volume (i.e., $457.8 million) by the previous period’s average rate (i.e., 8.89%). Similarly, the effect of rate changes is calculated by multiplying the change in average rate (i.e., 0.32%) by the current period’s volume (i.e., $2.1 billion).

($ in thousands)	Average Loans		Interest Income			Average Yield (1)
Three months ended March 31, 2020	$	2,083,783	$	44,637			8.57	%
Three months ended March 31, 2019		1,625,998		36,143			8.89	%
Volume variance		457,785		10,176
Rate variance				(1,682	)		(0.32	)%
Total interest income variance			$	8,494

(1)	Annualized.

Interest Expense — Portfolio Related. Interest expense related to our warehouse facilities increased $1.2 million to approximately $4.3 million during the quarter ended March 31, 2020, compared to approximately $3.1 million during the quarter ended March 31, 2019. Interest expense related to our securitizations increased by $2.6 million to approximately $18.5 million during the quarter ended March 31, 2020, compared to approximately $15.9 million during the quarter ended March 31, 2019. Our cost of funds decreased to 4.84% during the quarter ended March 31, 2020 from 5.28% during the quarter ended March 31, 2019. The decrease in interest expense — portfolio related was primarily due to the addition of lower-cost securitizations.

The following table presents information regarding the increase in portfolio related interest expense and distinguishes between the dollar amount of change in interest expense attributable to changes in the average outstanding debt balance (volume) versus changes in cost of funds (rate).

($ in thousands)	Average Debt (1)		Interest Expense			Cost of Funds (2)
Three months ended March 31, 2020	$	1,889,668	$	22,848			4.84	%
Three months ended March 31, 2019		1,444,696		19,062			5.28	%
Volume variance		444,972		5,871
Rate variance				(2,085	)		(0.44	)%
Total interest expense variance			$	3,786

(1)	Includes securitizations and warehouse repurchase agreements.

(2)	Annualized.

Net Interest Income After Provision for Loan Losses

	Three Months Ended
($ in thousands)	March 31, 2020		March 31, 2019		$ Change		% Change
Net interest income - portfolio related	$	21,789	$	17,081	$	4,708		27.6	%
Interest expense - corporate debt		6,342		3,353		2,989		89.1	%
Net interest income		15,447		13,728		1,719		12.5	%
Provision for loan losses		1,290		348		942		270.7	%
Net interest income after provision for loan losses	$	14,157	$	13,380	$	777		5.8	%

Interest Expense — Corporate Debt. Corporate debt interest expense increased by $3.0 million from $3.3 million for the quarter ended March 31, 2019 to $6.3 million for the quarter ended March 31, 2020 primarily due to the one-time write-off of $3.5 million debt issuance costs and $0.3 million prepayment fees paid in January 2020 when we paid down our corporate debt by $75.0 million in January 2020. Interest expense - corporate debt would have been $2.6 million excluding the one-time debt issuance costs write-off and prepayment penalties.

Provision for Loan Losses. Our provision for loan losses increased by $1.0 million from $0.3 million during the quarter ended March 31, 2019 to $1.3 million during the quarter ended March 31, 2020. $0.9 million of the $1.0 million increase was attributed to additional reserves in response to the outbreak of the COVID-19 pandemic, which started in early January 2020 and has continued to cause significant disruption in business activity and the financial markets both globally and in the United States. We have increased our provision for loan losses in response to the downturn of the economy. The remaining increase was contributed by the increase in our loan portfolio, offset by charge-offs during the first quarter of 2020.

Other Operating Income

The table below presents the various components of other operating income for the quarter ended March 31, 2020 compared to the quarter ended March 31, 2019. The $0.1 million net decrease is primarily due to the increase in gain on disposition of loans, offset by the valuation adjustments on interest-only strips included within other (expense) income.

	Three Months Ended
($ in thousands)	March 31, 2020			March 31, 2019			$ Change			% Change
Gain on disposition of loans	$	2,618		$	1,995		$	623			31.2	%
Unrealized gain on fair value loans		45			(8	)		53			(662.5	)%
Other (expense) income		(1,043	)		(266	)		(777	)		292.1	%
Total other operating income	$	1,620		$	1,721		$	(101	)		(5.9	)%

Operating Expenses

Total operating expenses increased by $3.6 million to $12.1 million during the quarter ended March 31, 2020 from $8.5 million during the quarter ended March 31, 2019. This increase is primarily attributable to our overall growth, an increase in REO expenses and increased professional fees associated with our IPO.

	Three Months Ended
($ in thousands)	March 31, 2020		March 31, 2019		$ Change		% Change
Compensation and employee benefits	$	5,041	$	4,006	$	1,035		25.8	%
Rent and occupancy		455		338		117		34.6	%
Loan servicing		1,904		1,455		449		30.9	%
Professional fees		1,184		656		528		80.5	%
Real estate owned, net		1,134		301		833		276.7	%
Other operating expenses		2,333		1,744		589		33.8	%
Total operating expenses	$	12,051	$	8,500	$	3,551		41.8	%

Compensation and Employee Benefits. Compensation and employee benefits increased from $4.0 million during the quarter ended March 31, 2019 to $5.0 million during quarter ended March 31, 2020, mainly due to increased operations and sales staff to support our growth in loan origination volume.

Rent and Occupancy. Rent and occupancy expenses increased from $0.3 million during the quarter ended March 31, 2019 to $0.5 million during the quarter ended March 31, 2020 due to an increase in office space.

Loan Servicing. Loan servicing expenses increased from $1.5 million during the quarter ended March 31, 2019 to $1.9 million during the quarter ended March 31, 2020. The $0.4 million increase during the quarter ended March 31, 2020 is mainly due to the increase in our loan portfolio.

Professional Fees. Professional fees increased from $0.7 million for the quarter ended March 31, 2019 to $1.2 million for the quarter ended March 31, 2020, mainly due to our growth and increased costs as a public company.

Net Expenses of Real Estate Owned. Net expenses of real estate owned increased from $0.3 million during the quarter ended March 31, 2019 to $1.1 million during the quarter ended March 31, 2020, mainly due to the increase in valuation adjustment expense during the quarter ended March 31, 2020.

Other Operating Expenses. Other operating expenses increased from $1.7 million for the quarter ended March 31, 2019 to $2.3 million for the quarter ended March 31, 2020, primarily due to the increase in liability and property insurance expenses, in part to increased director and officer insurance expenses related to the becoming a publicly traded company.

Income Tax Expense. Income tax expense was $1.1 million for the quarter ended March 31, 2020, compared to $1.9 million for the quarter ended March 31, 2019. Our consolidated effective tax rate as a percentage of pre-tax income was 30.8% for the quarter ended March 31, 2020, compared to 28.9% for the quarter ended March 31, 2019.

Liquidity and Capital Resources

Sources and Uses of Liquidity

We fund our lending activities primarily through borrowings under our warehouse repurchase facilities, securitizations, members’ equity and other corporate-level debt, equity and debt securities, and net cash provided by operating activities to manage our business. We use cash to originate and acquire investor real estate loans, repay principal and interest on our borrowings, fund our operations and meet other general business needs.

As a result of the spread of the COVID-19, economic uncertainties have arisen which are likely to negatively impact our financial condition, results of operations and cash flows. We have recently executed a number of business initiatives to strengthen our liquidity and capital resources position in light of the impact of COVID-19. As part of these initiatives, on April 6, 2020, we entered into amendments to our warehouse repurchase agreements and issued and sold $45.0 million in gross proceeds of Preferred Stock and Warrants. See below under “—Warehouse Repurchase Facilities” and “—April 2020 Preferred Stock and Warrants.”

Cash and Cash Equivalents

We had cash of $7.6 million and $21.5 million as of March 31, 2020 and December 31, 2019, respectively. The following table summarizes the net cash provided by (used in) operating activities, investing activities and financing activities as of the periods indicated:

	Three Months Ended
($ in thousands)	March 31, 2020			March 31, 2019
Cash provided by (used in):
Operating activities	$	1,366		$	39,614
Investing activities		(52,064	)		(51,952	)
Financing activities		35,278			14,595
Net change in cash, cash equivalents, and restricted cash	$	(15,420	)	$	2,257

Cash flows from operating activities primarily includes net income adjusted for (1) cash used for origination of held for sale loans and the related cash proceeds from the sales of such loans, (2) non-cash items including depreciation, provision for loan loss, discount accretion, and valuation changes, and (3) changes in the balances of operating assets and liabilities.

For the three months ended March 31, 2020, our net cash used in investing activities consisted mainly of $153.6 million in cash used to originate held for investment loans, offset by $103.4 million in cash received in payments on held for investment loans.

For the three months ended March 31, 2020, our net cash provided by financing activities consisted mainly of $250.4 million and $248.7 million in cash from borrowings from our warehouse repurchase facilities and securitizations issued, respectively. This cash generated was partially offset by payments we made of $374.7 million and $109.6 million on our warehouse repurchase facilities and securitizations issued, respectively.

During the quarter ended March 31, 2020, we used approximately $15.4 million of net cash and cash equivalents from operations, investing and financing activities. During the quarter ended March 31, 2019, we generated approximately $2.3 million of net cash and cash equivalents from operations, investing and financing activities.

Warehouse Facilities

As of March 31, 2020, we had two warehouse repurchase agreements to support our loan origination and acquisition activities. Both agreements are short-term borrowing facilities. The borrowings are collateralized by pools of primarily performing loans, bearing interest at one-month LIBOR plus a margin that ranges from 2.75% to 3.00%. Borrowings under these repurchase facilities were $293.3 million and $417.2 million as of March 31, 2020 and December 31, 2019, respectively.

In addition to the two warehouse repurchase agreements, we also have a longer term warehouse agreement, which was added in September 2018. The borrowings are collateralized by pools of primarily performing loans, with a maximum borrowing capacity of $50 million, bearing interest at one-month LIBOR plus a margin of 3.50%. The warehouse agreement has a maturity date of September 12, 2021 and allows loans to be financed for a period of up to three years. Borrowings under this warehouse agreement were $2.3 million and $2.5 million as of March 31, 2020 and December 31, 2019, respectively.

All warehouse facilities fund less than 100% of the principal balance of the mortgage loans we own requiring us to use working capital to fund the remaining portion. We may need to use additional working capital if loans become delinquent, because the amount permitted to be financed by the facilities may change based on the delinquency performance of the pledged collateral.

All borrower payments on loans financed under the warehouse agreements are segregated into pledged accounts with the loan servicer. All principal amounts in excess of the interest due are applied to reduce the outstanding borrowings under the warehouse repurchase facilities. The warehouse repurchase facilities also contain customary covenants, including financial covenants that require us to maintain minimum liquidity, a minimum net worth, a maximum debt-to- net worth ratio and a ratio of a minimum earnings before interest, taxes, depreciation and amortization to interest expense. If we fail to meet any of the covenants or otherwise default under the facilities, the lenders have the right to terminate their facility and require immediate repayment, which may require us to sell our loans at less than optimal terms. As of March 31, 2020, we were in compliance with these covenants.

In response to the dislocations in the markets related to the COVID-19 pandemic, our warehouse lenders required us to make margin calls of approximately $14 million on March 23, 2020. On April 6, 2020, we entered into amendments on both of our warehouse repurchase agreements to suspend the mark to market features until August 3, 2020. We believe that the amended warehouse repurchase agreements provide us with a flexible and more stabilized financing solution that will allow us to better operate our business under the current market conditions. Pursuant to the terms of the warehouse repurchase amendments, (i) we must maintain unrestricted cash and cash equivalents of at least $7.5 million, (ii) we were required to make aggregate payments of $20.0 million to reduce our obligations under the warehouse repurchase agreements on April 6, 2020, and (iii) we must ensure that payments of at least $3.0 million per month are made to each lender, from the cash flow of the underlying financed loans and/or corporate cash each month from April 6 through August 3, 2020, in reduction of its obligations thereunder. In addition, the interest rate under each warehouse repurchase facility was increased by 25 basis points, effective as of April 6, 2020.

Securitizations

From May 2011 through February 2020, we have completed thirteen securitizations of $3.0 billion of investor real estate loans, issuing $2.8 billion in principal amount of securities to third parties through thirteen respective transactions. All borrower payments are segregated into remittance accounts at the primary servicer and remitted to the trustee of each trust monthly. We are the sole beneficial interest holder of the applicable trusts, which are variable interest entities included in our consolidated financial statements. The transactions are accounted for as secured borrowings under U.S. GAAP. The following table summarizing the investor real estate loans securitized, securities issued, securities retained by the Company at the time of the securitization, and as of March 31, 2020 and December 31, 2019, and the stated maturity for each securitization. The securities are callable by us when the stated principal balance is less than a certain percentage, ranging from 5%—30%, of the original stated principal balance of loans at issuance. As a result, the actual maturity date of the securities issued will likely be earlier than their respective stated maturity date.

($ in thousands)					Securities Retained as of
Trusts	Mortgage Loans		Securities Issued		Issuance Date		March 31, 2020		December 31, 2019		Stated Maturity Date
2011-1 Trust	$	74,898	$	61,042	$	13,856	$	—	$	—	August 2040
2014-1 Trust		191,757		161,076		30,682		—		—	September 2044
2015-1 Trust		312,829		285,457		27,372		15,520		15,569	July 2045
2016-1 Trust		358,601		319,809		38,792		17,832		17,931	April 2046
2016-2 Trust		190,255		166,853		23,402		9,514		9,514	October 2046
2017-1 Trust		223,064		211,910		11,154		11,154		11,154	April 2047
2017-2 Trust		258,528		245,601		12,927		8,193		8,293	October 2047
2018-1 Trust		186,124		176,816		9,308		6,486		6,884	April 2048
2018-2 Trust		324,198		307,988		16,210		11,617		12,853	October 2048
2019-1 Trust		247,979		235,580		12,399		11,540		11,767	March 2049
2019-2 Trust		217,921		207,020		10,901		10,135		10,491	July 2049
2019-3 Trust		162,546		154,419		8,127		7,495		7,913	October 2049
2020-1 Trust		261,859		248,700		13,159		13,085		—	February 2050
Total	$	3,010,559	$	2,782,271	$	228,289	$	122,571	$	112,367

The following table summarizes outstanding bond balances for each securitization as of March 31, 2020 and December 31, 2019:

	March 31,		December 31,
($ in thousands)	2020		2019
2014-1 Trust	$	28,116	$	31,139
2015-1 Trust		47,042		50,631
2016-1 Trust		73,887		86,901
2016-2 Trust		55,119		63,983
2017-1 Trust		97,576		113,540
2017-2 Trust		152,941		163,295
2018-1 Trust		125,421		134,700
2018-2 Trust		227,752		247,580
2019-1 Trust		207,144		214,709
2019-2 Trust		191,343		200,345
2019-3 Trust		143,048		150,725
2020-1 Trust		247,293		—
	$	1,596,682	$	1,457,548

As of March 31, 2020 and December 31, 2019, the weighted average rate on the securities and certificates for the Trusts were as follows:

	March 31,			December 31,
	2020			2019
2014-1 Trust		8.04	%		8.33	%
2015-1 Trust		7.85	%		6.37	%
2016-1 Trust		7.20	%		6.75	%
2016-2 Trust		6.09	%		5.59	%
2017-1 Trust		4.77	%		4.56	%
2017-2 Trust		3.51	%		3.50	%
2018-1 Trust		3.96	%		3.95	%
2018-2 Trust		4.42	%		4.44	%
2019-1 Trust		4.03	%		4.00	%
2019-2 Trust		3.41	%		3.44	%
2019-3 Trust		3.24	%		3.27	%
2020-1 Trust		2.94	%		—

Our intent is to use the proceeds from the issuance of new securities primarily to repay our warehouse borrowings and originate new investor real estate loans in accordance with our underwriting guidelines, as well as for general corporate purposes. Our financing sources may include borrowings in the form of additional bank credit facilities (including term loans and revolving credit facilities), repurchase agreements, warehouse repurchase facilities and other sources of private financing. We also plan to continue using securitization as long-term financing for our portfolio, and we do not plan to structure any securitizations as sales or utilize off-balance-sheet vehicles. We believe any financing of assets and/or securitizations we may undertake will be sufficient to fund our working capital requirements.

Preferred Stock and Warrants

On April 7, 2020, we sold 45,000 shares of Preferred Stock and Warrants to purchase 3,013,125 shares of our common stock in a private placement to two of our largest stockholders. These offerings resulted in aggregate gross proceeds of $45.0 million, before expenses payable by us of approximately $1.0 million. We intend to use the net proceeds from this private placement for general corporate purposes.

Beginning on October 5, 2022, but in no event later than November 28, 2024, each holder of Preferred Stock has the option to cause us to repurchase all or a portion of such holder’s shares of Preferred Stock, for an amount in cash equal to the liquidation preference of each share repurchased. The Preferred Stock has a liquidation preference equal to the greater of (i) $2,000 per share from April 7, 2020 through October 5, 2022, which amount increases ratably to $3,000 per share between October 6, 2022 and November 28, 2024 and to $3,000 per share from and after November 28, 2024 and (ii) the amount such Preferred Stock holder would have received if the Preferred Stock had converted into common stock immediately prior to such liquidation. We also have an obligation to repurchase the Preferred Stock for cash at a price per share equal to the liquidation preference in the event of a change of control (as defined in the certificate of designation governing the Preferred Stock).

Contractual Obligations and Commitments

In August 2019, we entered into a five-year $153.0 million corporate debt agreement with Owl Rock Capital Corporation. The 2019 Term Loan under this agreement bears interest rate equal to one-month LIBOR plus 7.50% and mature in August 2024. The 2019 Term Loan is subject to a 0.25% quarterly amortization beginning on the fifth full fiscal quarter after August 2019. Velocity Commercial Capital, LLC is the borrower of the 2019 Term Loan, which is secured by substantially all of the borrower’s non-warehoused assets, with a guarantee from Velocity Financial, Inc., formerly Velocity Financial LLC, that is secured by the equity interests of the borrower. The corporate debt agreement contains customary affirmative and negative covenants, including financial maintenance covenants and limitations on dividends by the borrower. In January 2020, we repaid $75.0 million in principal amount of the 2019 Term Loan with a portion of the net proceeds from our IPO.

As of March 31, 2020, we maintained warehouse facilities to finance our investor real estate loans and had approximately $295.6 million in outstanding borrowings.

The following table illustrates our contractual obligations existing as of March 31, 2020:

	Remainder of		January 1, 2021 -		January 1, 2023 -
($ in thousands)	2020		December 31, 2022		December 31, 2022		Thereafter		Total
Warehouse repurchase facilities	$	293,285	$	5,086	$	—	$	—	$	298,371	(1)
Notes payable (corporate debt)		195		1,560		76,245		—		78,000	(2)
Leases payments under noncancelable operating leases		1,257		3,184		2,460		55		6,956
Total	$	294,737	$	9,830	$	78,705	$	55	$	383,327

(1)

Amount represents gross warehouse and repurchase borrowing. Balance of $297.5 million in the consolidated balance sheets as of March 31, 2020 is net of $0.8 million debt issuance costs.

(2)

Amount represents gross corporate debt. Balance of $74.4 million in the consolidated balance sheets as of March 31, 2020 is net of $3.6 million debt issuance costs.

Off-Balance-Sheet Arrangements

At no time have we maintained any relationships with unconsolidated entities or financial partnerships, such as entities referred to as structured finance, or special-purpose or variable interest entities, established for the purpose of facilitating off-balance-sheet arrangements or other contractually narrow or limited purposes. Further, we have never guaranteed any obligations of unconsolidated entities or entered into any commitment or intent to provide funding to any such entities.

Forward-Looking Statements

This Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements (other than statements of historical facts) in this Quarterly Report regarding the prospects of the industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “plan,” “believe,” “predict,” “potential” or “continue” or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements have a reasonable basis, we cannot provide any assurance that these expectations will prove to be correct. Such statements reflect the current views of our management with respect to our operations, results of operations

and future financial performance. The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

•

the outbreak of the recent coronavirus, COVID-19, or an outbreak of another highly infectious or contagious disease;

•

conditions in the real estate markets, the financial markets and the economy generally;

•

failure of a third-party servicer or the failure of our own internal servicing system to effectively service our portfolio of mortgage loans;

•

the high degree of risk involved in loans to small businesses, self-employed borrowers, properties in transition, certain portions of our investment real estate portfolio;

•

possibility of receiving inaccurate and/or incomplete information from potential borrowers, guarantors and loan sellers;

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deficiencies in appraisal quality in the mortgage loan origination process;

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competition in the market for loan origination and acquisition opportunities;

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risks associated with our underwriting guidelines and our ability to change our underwriting guidelines;

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loss of our key personnel or our inability to hire and retain qualified account executives;

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any inability to manage future growth effectively or failure to develop, enhance and implement strategies to adapt to changing conditions in the real estate and capital markets;

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operational risks, including the risk of cyberattacks, or disruption in the availability and/or functionality of our technology infrastructure and systems;

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any inability of our borrowers to generate net income from operating the property that secures our loans;

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costs or delays involved in the completion of a foreclosure or liquidation of the underlying property;

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lender liability claims, requirements that we repurchase mortgage loans or indemnify investors, or allegations of violations of predatory lending laws;

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economic downturns or natural disasters in geographies where our assets are concentrated;

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environmental liabilities with respect to properties to which we take title;

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inadequate insurance on collateral underlying mortgage loans and real estate securities;

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use of incorrect, misleading or incomplete information in our analytical models and data;

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failure to realize a price upon disposal of portfolio assets that are recorded at fair value;

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any inability to successfully complete additional securitization transactions on attractive terms or at all;

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the termination of one or more of our warehouse repurchase facilities;

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interest rate fluctuations or mismatches between our loans and our borrowings;

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legal or regulatory developments related to mortgage-related assets, securitizations or state licensing and operational requirements;

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our ability to maintain our exclusion under the Investment Company Act of 1940, as amended;

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fiscal policies or inaction at the U.S. federal government level, which may lead to federal government shutdowns or negative impacts on the U.S. economy;

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cyber-attacks and our ability to comply with laws, regulations and market standards regarding the privacy, use, and security of customer information;

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our ability to remediate the material weakness in our internal controls over financial reporting and to comply with requirements to maintain effective internal controls over financial reporting;

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the influence of certain of our large stockholders over us;

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adverse legislative or regulatory changes; and

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our success at managing risks involved in the foregoing items and all other risk factors described in our audited consolidated financial statements, and other risk factors described in this Quarterly Report and other documents filed or furnished by the Company with the Securities and Exchange Commission (the “ SEC”). Our periodic filings are accessible on the SEC’s website at www.sec.gov.

The forward-looking statements included in this Quarterly Report are based on information available at the time the statement is made. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report to conform these statements to actual results or to changes in our expectations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, real estate values and other market-based risks. The primary market risks that we will be exposed to are real estate risk, interest rate risk, market value risk and credit risk.

Interest Rate Risk. Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. Our operating results will depend, in part, on differences between the income from our investments and our financing costs.

Our loan portfolio consists mainly of a 30-year amortizing term loan product with a three-year fixed- rate period which floats at a spread to the prime rate thereafter subject to a floor equal to the starting fixed rate. In June 2019, we began originating a 30-year fixed-rate amortizing term loan to complement our primary product as we believe there is meaningful demand for fixed-rate loans within our core market.

Fluctuations in the prime rate can cause variability in our interest income, limited by the floor in a downside scenario. Our warehouse repurchase financing is based on a floating rate of interest calculated on a fixed spread over one-month LIBOR, as determined by the particular financing arrangement. Our existing securitizations are largely fixed-rate debt and less impacted by changes in interest rates; however, our future securitizations will be impacted by the general level of interest rates and risk spreads.

While we do not currently hedge our interest rate risk, we may attempt to reduce interest rate risk in the future on any outstanding debt and to minimize exposure to interest rate fluctuations thereon through the use of match funded financing structures. When appropriate, we may seek to match the maturities of our debt with the maturities of the assets that we finance and to match the interest rates on our leveraged investments with like kind debt (e.g., floating rate assets are financed with floating rate debt and fixed-rate assets are financed with fixed-rate debt), directly or through the use of interest rate swaps, caps or other financial instruments, or through a combination of these strategies. We expect this approach to help us minimize the risk that we have to refinance our liabilities before the maturities of our assets and to reduce the impact of changing interest rates on our earnings.

To assess the potential impact for the following twelve months on our net interest income from fluctuations in interest rates, we considered both an instantaneous 100 basis point increase and 100 basis point decrease in the one-month LIBOR and prime rates. Given the low existing one-month LIBOR rates, the down-rate scenario reduced one-month LIBOR to 0.00%. The effect of the interest rate changes would apply to our interest rate sensitive assets and liabilities. Some of our interest income on our portfolio is based on the prime rate. A 100 basis point increase in the prime rate would increase our annual interest income approximately $9.4 million based on our portfolio balance as of March 31, 2020, while a 100 basis point decrease in the prime rate would decrease our annual interest income by approximately $3.1 million. Our interest expense on our warehouse repurchase financing is based on one-month LIBOR. A 100 basis point increase in LIBOR would increase our annual interest expense approximately $2.4 million, while reducing LIBOR to 0.00% would reduce our annual interest expense approximately $1.0 million based on our warehouse repurchase financing balance as of March 31, 2020.

In the event of a significant rising interest rate environment and/or economic downturn, defaults could increase and result in credit losses to us, which could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects. Furthermore, such defaults could have an adverse effect on the spread between our interest-earning assets and interest-bearing liabilities.

Market Value Risk. Traditional warehouse repurchase facilities have, in the past, established market values of the collateral pledged for financing. When the market value of the pledged collateral decreases, lenders have typically required additional collateral or a cash margin to support the existing borrowings. Our current warehouse repurchase facilities routinely establish a market value on the loans pledged under these facilities. We may be required to satisfy these requirements if the market value of our loans decreases significantly, which could have a material impact on our operations, cash and liquidity.

Credit Risk. We are subject to credit risk in connection with our loans. The credit risk related to these loans pertains to the ability and willingness of the borrowers to pay, which is assessed before credit is granted or renewed and periodically reviewed throughout the loan or security term. We believe that loan credit quality is primarily determined by the value of the real estate securing the loan, the borrowers’ credit profiles and loan characteristics.

Prepayment Risk. Our interest income and financial results are affected by changes in prepayment rates. As we receive prepayments of principal on our loans, we will receive prepayment premiums from borrowers if they are still in the early payment period which will increase our interest income. In general, an increase in prepayment rates will accelerate the amortization of deferred costs, thereby reducing the interest income earned on the loans. Conversely, deferred origination fees recognized on prepayment would increase interest income. Additionally, an increase in prepayment rates will accelerate the accretion of debt issuance costs for our securitizations, thereby increasing our interest expense.

Inflation Risk. Virtually all of our assets and liabilities are and will be interest rate sensitive in nature. As a result, interest rates and other factors influence our performance far more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our consolidated financial statements are prepared in accordance with U.S. GAAP and our activities and balance sheet shall be measured with reference to historical cost or fair market value without considering inflation.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, in reviewing the accounting for a certain transaction we completed in January 2018, as part of our 2018 election to be treated as a corporation for U.S. federal and state income tax purposes, our management identified a deficiency in the effectiveness of a control intended to properly document and review relevant facts and apply the appropriate tax accounting under U.S. GAAP, which impacted the beginning of year deferred tax asset and income tax benefit accounts and related disclosures. Management concluded that it had not implemented an effective control structure to prevent or detect the material misstatement in calculating the beginning of year deferred tax position. In 2019, we implemented a plan to remediate this material weakness by contracting with a nationally recognized accounting firm to have experienced tax personnel supplement and train our current accounting team. As a result, additional internal controls over our income tax processes have been designed and implemented. In 2020, management will assess whether these internal controls over income taxes are performing as designed. Management has concluded that the material weakness will remain as of March 31, 2020, pending further testing of the internal controls.

In accordance with Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report and has concluded that, notwithstanding the identified material weakness in our internal controls, the Company's disclosure controls and procedures were effective as of such date effective to accomplish their objectives at a reasonable assurance level, management has concluded that, notwithstanding the material weakness in our internal controls, the consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Changes in Internal Control over Financial Reporting.

During the period to which this report relates, there have not been any changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or that are reasonably likely to materially affect, such controls.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, in the ordinary course of business, we are involved in various judicial, regulatory or administrative claims, proceedings and investigations. These proceedings and actions may include, among other things, allegations of violation of banking and other applicable regulations, competition law, labor laws and consumer protection laws, as well as claims or litigation relating to intellectual property, securities, breach of contract and tort. We intend to defend ourselves vigorously against any pending or future judicial, regulatory or administrative claims or proceedings. Although occasional adverse decisions or settlements may occur, our management does not believe that the final disposition of any currently pending or threatened matter will have a material adverse effect on our business, financial position, results of operations or cash flows.

Item 1A. Risk Factors.

An investment in shares of our common stock involves a number of risks. Before making an investment decision, you should carefully consider the following risk factors, together with the other information contained in this Form 10-Q. If any of the risks discussed in this Form 10-Q occurs, our business, financial condition, liquidity and results of operations could be materially and adversely affected, the market price of our common stock could decline significantly, and you could lose all or a part of your investment.

Risks Related to Our Business

The outbreak of the recent coronavirus, COVID-19, or an outbreak of another highly infectious or contagious disease, could adversely affect our business, financial condition, results of operations and cash flow, and limit our ability to obtain additional financing.

The spread of a highly infectious or contagious disease, such as COVID-19, could cause severe disruptions in the U.S. economy, which could in turn disrupt the business, activities, and operations of our customers, as well as our business and operations. The coronavirus outbreak has caused significant disruption in business activity and the financial markets both globally and in the United States. In March 2020, the Federal Reserve lowered the target range for the federal funds rate to a range from 0 to 0.25 percent, citing concerns about the impact of COVID-19 on markets and stress in the energy sector. Many states and localities have imposed limitations on commercial activity and public gatherings and events, as well as moratoria on evictions. Concern about the spread of COVID-19 has caused and is likely to continue to cause quarantines, business shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions, increased unemployment and commercial property vacancy rates, reduced ability and incentives for some property owners to make mortgage payments, and overall economic and financial market instability, all of which may result a decrease in our business and cause our customers to be unable to make scheduled loan payments. Therefore, to the extent that economic activity, business conditions and conditions in the financial markets in which we operate remain poor or deteriorate further, our delinquencies, foreclosures and credit losses may materially increase. Such conditions are likely to exacerbate many of the risks described elsewhere in this “—Risks Related to Our Business” section. Unfavorable economic conditions may also make it more difficult for us to maintain loan origination volume and to obtain additional financing. Furthermore, such conditions have and may continue to cause the collateral values associated with our existing loans to decline. In addition, a prolonged period of very low interest rates could reduce our net interest income and have a material adverse impact on our cash flows and the market value of our investments. See “—Interest rate fluctuations could negatively impact our net interest income, cash flows and the market value of our investments” for more information.

Although we maintain contingency plans for pandemic outbreaks, and have taken certain steps described under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Strategies to Address Uncertainties Caused by COVID-19” to respond to the outbreak of COVID-19, the continued spread of this disease, or a significant outbreak of another contagious disease, could negatively impact the availability of key personnel necessary to conduct our business, and the business and operations of our third-party service providers who perform critical services for our business. If COVID-19, or another highly infectious or contagious disease is not successfully contained, we could experience a material adverse effect on our business, financial condition, results of operations and cash flow. Among the factors outside our control that are likely to affect the impact the COVID-19 pandemic will ultimately have on our business are:

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the pandemic’s course and severity;

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the direct and indirect results of the pandemic, such as recessionary economic trends, including with respect to employment, wages and benefits and commercial activity;

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political, legal and regulatory actions and policies in response to the pandemic, including the effects of restrictions on commerce or other public activities, moratoria and other suspensions of evictions or rent and related obligations;

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the timing, magnitude and effect of public spending, directly or through subsidies, its direct and indirect effects on commercial activity and incentives of employers and individuals to resume or increase employment, wages and benefits and commercial activity;

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the timing and availability of direct and indirect governmental support for various financial assets, including mortgage loans, and possible related distortions in market values and liquidity for such assets whose markets have or are assumed to have government support versus possibly similar assets that do not;

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potential longer-term effects of increased government spending on the interest rate environment and borrowing costs for non-governmental parties;

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the ability of our employees and our third-party vendors to work effectively during the course of the pandemic;

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potential longer-term shifts toward telecommuting and telecommerce;

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geographic variation in the severity and duration of the COVID-19 pandemic, including in states such as New York, California, Florida and New Jersey, where high percentages of the properties underlying the Company’s mortgage loans are located; and

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volatility in supply and demand in the market for mortgage loans, which recently have been and could continue to be subject to sharp and sudden variations.

We are continuing to monitor the spread of COVID-19 and related risks, although the rapid development and fluidity of situation precludes any prediction as to its ultimate impact on us. However, if the spread continues, such impact could grow and our business, financial condition, results of operations and cash flows could be materially adversely affected.

We are dependent upon the success of the investor real estate market and conditions that negatively impact this market may reduce demand for our loans and adversely impact our business, results of operations and financial condition.

Our borrowers are primarily owners of residential rental and small commercial properties. Accordingly, the success of our business is closely tied to the overall success of the investors and small business owners in that market. Various changes in real estate conditions may impact this market. Any negative trends in such real estate conditions may reduce demand for our products and services and, as a result, adversely affect our results of operations. These conditions include:

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oversupply of, or a reduction in demand for, residential rental and small commercial properties;

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a change in policy or circumstances that may result in a significant number of potential residents of multifamily properties deciding to purchase homes instead of renting;

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zoning, rent control or stabilization laws, or other laws regulating multifamily housing, which could affect the profitability of residential rental developments;

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the inability of residents and tenants to pay rent;

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changes in the tax code related to investment real estate;

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increased operating costs, including increased real property taxes, maintenance, insurance, and utilities costs; and

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potential liability under environmental and other laws.

Any or all of these factors could negatively impact the investor real estate market and, as a result, reduce the demand for our loans or the terms on which we are able to make our loans and, as a result materially and adversely affect us.

Difficult conditions in the real estate markets, the financial markets and the economy generally may adversely impact our business, results of operations and financial condition.

Our results of operations may be materially affected by conditions in the real estate markets, the financial markets and the economy generally. These conditions include changes in short-term and long- term interest rates, inflation and deflation, fluctuations in the real estate and debt capital markets and developments in national and local economies, unemployment rates, commercial property vacancy rates, and rental rates. Any deterioration of real estate fundamentals generally, and in the United States in particular, and changes in general economic conditions could decrease the demand for our loans, negatively impact the value of the real estate collateral securing our loans, increase the default risk applicable to borrowers, and make it relatively more difficult for us to generate attractive risk-adjusted returns.

We also are significantly affected by the fiscal, monetary, and budgetary policies of the U.S. government and its agencies. We are particularly affected by the policies of the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve, which regulates the supply of money and credit in the United States. The Federal Reserve’s policies affect interest rates, which can have a significant impact on the demand for investor real estate loans. Significant fluctuations in interest rates as well as protracted periods of increases or decreases in interest rates could adversely affect the operation and income of the investment properties securing our loans, as well as the demand from investors for investor real estate loans in the secondary market. In particular, higher interest rates often decrease the number of loans originated. An increase in interest rates could cause refinancing of existing loans to become less attractive and qualifying for a loan to become more difficult.

We cannot predict the degree to which economic conditions generally, and the conditions for real estate debt investing in particular, will improve or decline. Any stagnation in or deterioration of the real estate markets may limit our ability to originate or acquire loans on attractive terms or cause us to experience losses related to our assets. Declines in the market values of our investments may adversely affect our results of operations and credit availability.

We operate in a competitive market for loan origination and acquisition opportunities and competition may limit our ability to originate and acquire loans, which could adversely affect our ability to execute our business strategy.

We operate in a competitive market for investment and loan origination and acquisition opportunities. Our profitability depends, in large part, on our ability to acquire our target assets at attractive prices and originate loans that allow us to generate compelling net interest margins. In acquiring our target assets or originating loans, we will compete with a variety of institutional investors, including REITs, specialty finance companies, public and private funds, commercial and investment banks, commercial finance and insurance companies and other financial institutions. Many of these competitors may enjoy competitive advantages over us, including:

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greater name recognition;

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a larger, more established network of correspondents and loan originators;

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established relationships with mortgage brokers or institutional investors;

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access to lower cost and more stable funding sources;

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an established market presence in markets where we do not yet have a presence or where we have a smaller presence;

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ability to diversify and grow by providing a greater variety of commercial real estate loan products on more attractive terms, some of which require greater access to capital and the ability to retain loans on the balance sheet; and

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greater financial resources and access to capital to develop branch offices and compensate key employees.

Some competitors may have a lower cost of funds and access to funding sources that may not be available to us. Commercial banks may have an advantage over us in originating loans if borrowers already have a line of credit or construction financing with the bank. Commercial real estate service providers may have an advantage over us to the extent they also offer a larger or more comprehensive investment sales platform. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of originations or loan acquisitions, and establish more relationships than us. Furthermore, competition for loans on our target assets may lead to the price of such assets increasing, which may further limit our ability to generate desired returns, and competition in investor real estate loan origination may increase the availability of investor real estate loans which may result in a reduction of interest rates on investor real estate loans. We cannot assure you that the competitive pressures we face will not have a material and adverse effect on our business, results of operations and financial condition. In addition, future changes in laws, regulations, and consolidation in the commercial real estate finance market could lead to the entry of more competitors. We cannot guarantee that we will be able to compete effectively in the future, and our failure to do so would materially and adversely affect us.

Loans to small businesses involve a high degree of business and financial risk, which can result in substantial losses that would adversely affect our business, results of operation and financial condition.

Our operations and activities include, without limitation, loans to small, privately owned businesses. Often, there is little or no publicly available information about these businesses. Accordingly, we must rely on our own due diligence to obtain information in connection with our investment decisions. Our borrowers may not meet net income, cash flow and other coverage tests typically imposed by banks. A borrower’s ability to repay its loan may be adversely impacted by numerous factors, including a downturn in its industry or other negative local or more general economic conditions. Deterioration in a borrower’s financial condition and prospects may be accompanied by deterioration in the collateral for the loan. In addition, small businesses typically depend on the management talents and efforts of one person or a small group of people for their success. The loss of services of one or more of these persons could have a material and adverse impact on the operations of the small business. Small companies are typically more vulnerable to customer preferences, market conditions and economic downturns and often need additional capital to expand or compete. These factors may have an impact on loans involving such businesses. Loans to small businesses, therefore, involve a high degree of business and financial risk, which can result in substantial losses, and in turn could have a material and adverse effect on our business, results of operations and financial condition.

We have a short operating history as a publicly traded company, and our inexperience could materially and adversely affect us.

We completed our initial public offering in January 2020 and have a short operating history as a publicly traded company. Our board of directors and management team have overall responsibility for our management. As a publicly traded company, we are required to develop and implement substantial control systems, policies and procedures in order to satisfy our periodic Securities and Exchange Commission, or SEC, reporting and NYSE listing requirements. We cannot assure you that management’s past experience will be sufficient to successfully develop and implement these systems, policies and procedures and to operate our company. Failure to do so could jeopardize our status as a public company, and the loss of such status or the perception or anticipation by investors of a possible loss of such status could materially and adversely affect us.

The failure of a third-party servicer or the failure of our own internal servicing system to effectively service our portfolio of mortgage loans may adversely impact our business, results of operations and financial condition.

Most mortgage loans and securitizations of mortgage loans require a servicer to manage collections for each of the underlying loans. Nationstar Mortgage Holdings Inc. currently provides loan servicing on most of our loan portfolio, and we work with several other servicers for a small portion of our portfolio. We refer to these providers as our third-party loan servicers. A third-party loan servicer’s responsibilities include providing loan administration, issuing monthly statements, managing borrower insurance and tax impounds, sending delinquency notices, collection activity, all cash management and reporting on the performance of the loans. A third-party loan servicer may retain sub-servicers in any jurisdictions where licensing is required and the third-party loan servicer has not obtained the necessary license or where it otherwise deems it advisable. Both default frequency and default severity of loans may depend upon the quality of the servicer. If a third-party loan servicer or any sub-servicers are not vigilant in encouraging borrowers to make their monthly payments, the borrowers may be far less likely to make these payments, which could result in a higher frequency of default. If a third-party loan servicer or any sub-servicers takes longer to liquidate non-performing assets, loss severities may be higher than originally anticipated. Higher loss severity may also be caused by less competent dispositions of real estate owned, or REO.

We have implemented our own internal special servicing and asset management capabilities and, as of March 31, 2020, we special service 704 distinct assets. The ability to internally service and manage loans in our portfolio, rather than rely on third-party loan servicers, has its own set of risks, including more direct exposure to lawsuits by borrowers and maintaining the necessary infrastructure to provide such special servicing capabilities.

Servicer quality, whether performed by third-party loan servicers or internally by us, is of prime importance in the default performance of investor real estate loans and securitizations. If we are unable to maintain our relationships with our third-party loan servicers, or they become unwilling or unable to continue to perform servicing activities, we could incur additional costs to obtain replacement loan servicers and there can be no assurance that a replacement servicer could be retained in a timely manner or at similar rates. Should we have to transfer loan servicing to another servicer for any reason, the transfer of our loans to a new servicer could result in more loans becoming delinquent because of confusion or lack of attention. Servicing transfers involve notifying borrowers to remit payments to the new servicer, and these transfers could result in misdirected notices, misapplied payments, data input errors and other problems. Industry experience indicates that mortgage loan delinquencies and defaults are likely to temporarily increase during the transition to a new servicer and immediately following the servicing transfer. Further, when loan servicing is transferred, loan servicing fees may increase, which may have an adverse effect on the credit support of assets held by us.

Effectively servicing our portfolio of mortgage loans is critical to our success, particularly given our strategy of maximizing the value of our portfolio with our proprietary loan modification programs and special servicing techniques, and therefore, if one of our third-party loan servicers or our internal special servicing fails to effectively service our portfolio of mortgage loans, it could have a material and adverse effect on our business, results of operations and financial condition.

In addition, third-party loan servicers collect loan payments from our borrowers and hold them until remitting them to us, our lenders or our securitization trustees, as applicable, on scheduled monthly payment dates. As part of industry practice, third-party loan servicers are also often contractually required to advance amounts to their clients in some circumstances where borrowers have not yet made payments on the underlying mortgage loans, which could increase financial and liquidity demands on third-party loan servicers during times of economic distress, including as a result of the COVID-19 pandemic, when borrowers fail to make payments on mortgage loans or are late in doing so. Financial distress or insolvency of any of our third-party loan servicers would have a material adverse effect on our business, results of operations and financial condition.

We are dependent on certain of our key personnel for our future success, and their continued service to us is not guaranteed.

Our future success depends on the continued service of key personnel, including Christopher D. Farrar, our Chief Executive Officer, Mark R. Szczepaniak, our Chief Financial Officer, and Jeffrey T. Taylor, our Executive Vice President for Capital Markets, and our ability to attract new skilled personnel. We do not have employment contracts that provide severance payments and/or change in control benefits with most of our executive officers, and there can be no assurance that we will be able to retain their services. The departure of key personnel, until suitable replacements could be identified and hired, if at all, could have a material and adverse effect on our business, results of operations and financial condition.

Our growth strategy relies upon our ability to hire and retain qualified account executives, and if we are unable to do so, our growth could be limited.

We depend on our qualified account executives to generate broker relationships which leads to repeat and referral business. Accordingly, we must be able to attract, motivate and retain qualified account executives. The market for qualified account executives is highly competitive and may lead to increased costs to hire and retain them. We cannot guarantee that we will be able to attract or retain qualified account executives. If we cannot attract, motivate or retain a sufficient number of qualified account executives, or if our hiring and retention costs increase our business, results of operations and financial condition could be materially and adversely affected.

Inaccurate or incomplete information received from potential borrowers, guarantors and sellers involved in the sale of pools of loans could have a negative impact on our results of operation.

In deciding whether to extend credit or enter into transactions with potential borrowers and their guarantors, we are forced to primarily rely on information furnished to us by or on behalf of these potential borrowers or guarantors, including financial statements. We also must rely on representations of potential borrowers and guarantors as to the accuracy and completeness of that information and we must rely on information and representations provided by sellers involved in the sale of pools of loans that we purchase when we make bulk acquisitions. Our results of operations could be negatively impacted to the extent we rely on financial statements or other information that is misleading, inaccurate or incomplete.

Deficiencies in appraisal quality in the mortgage loan origination process may result in increased principal loss severity.

During the mortgage loan underwriting process, appraisals are generally obtained on the collateral underlying each prospective mortgage. The quality of these appraisals may vary widely in accuracy and consistency. The appraiser may feel pressure from the broker or lender to provide an appraisal in the amount necessary to enable the originator to make the loan, whether or not the value of the property justifies such an appraised value. Inaccurate or inflated appraisals may result in an increase in the severity of losses on the mortgage loans, which could have a material and adverse effect on our business, results of operations and financial condition.

We use leverage in executing our business strategy, which may adversely affect the return on our assets, as well as increase losses when economic conditions are unfavorable.

We leverage certain of our assets through borrowings under warehouse repurchase facilities and securitization transactions, as well as any corporate borrowings we may incur from time to time. Our use of leverage may enhance our potential returns and increase the number of loans that can be made, but may also substantially increase the risk of loss. There are no limits on the amount of leverage we may incur in our certificate of incorporation or bylaws. Our percentage of leverage will vary depending on our ability to obtain financing. Our two warehouse repurchase facilities and the corporate debt agreement governing our 2019 Term Loan include certain financial covenants that limit our ability to leverage our assets. Our two warehouse repurchase facilities include covenants to maintain a maximum debt-to-tangible net-worth ratio of 6:1, while our corporate debt agreement includes covenants to maintain a consolidated tangible net worth of at least $100 million plus 25% of consolidated net income (as defined in our corporate debt agreement), a maximum debt to equity ratio of 1.50:1 or 1.25:1 (depending on the applicable term period and excluding warehouse and securitization debt), and an interest coverage ratio of 1.50:1 or 1.75:1 (depending on the applicable period and excluding warehouse and securitization debt). Our return on equity may be reduced if market conditions cause the cost of our financing to increase relative to the income that can be derived from our loan portfolio, which could adversely affect the price of our common stock. In addition, our debt service payments will reduce cash flow available for distributions to stockholders. We may not be able to meet our debt service obligations. To the extent that we cannot meet our debt service obligations, we risk the loss of some or all of our assets to foreclosure or sale to satisfy our debt obligations.

Our underwriting guidelines in the mortgage loan origination process may result in increased delinquencies and defaults.

Mortgage originators, including us, generally underwrite mortgage loans in accordance with their pre-determined loan underwriting guidelines, and from time to time and in the ordinary course of business, originators will make exceptions to these guidelines. There can be no assurance that our underwriting guidelines will identify or appropriately assess the risk that the interest and principal payments due on a loan will be repaid when due, or at all, or whether the value of the mortgaged property will be sufficient to otherwise provide for recovery of such amounts. Our underwriting guidelines are more narrow than some other mortgage lenders because we give primary consideration to the adequacy of the property as collateral and source of repayment for the loan rather than focusing on the personal income of the borrower. For example, while we emphasize credit scores in our underwriting process, there is no minimum credit score that a potential borrower must have in order to obtain a loan from us. Although we believe that this asset- driven approach is one of our competitive advantages, it may result in higher delinquency and default rates than those experienced by mortgage lenders with broader underwriting guidelines and/or those who require minimum credit scores or verify the personal income of their borrowers.

On a case by case basis, our underwriters may determine that a prospective borrower that does not strictly qualify under our underwriting guidelines warrants an underwriting exception, based upon compensating factors. Compensating factors may include, but are not limited to, a lower LTV ratio, a higher debt coverage ratio, experience as a real estate owner or investor, higher borrower net worth or liquidity, stable employment, longer length of time in business and length of time owning the property. Loans originated with exceptions may result in a higher number of delinquencies and defaults, which could have a material and adverse effect on our business, results of operations and financial condition.

We may change our strategy or underwriting guidelines without notice or stockholder consent, which may result in changes to our risk profile and net income.

Our board of directors may change our strategy or any of our underwriting guidelines at any time without notice or the consent of our stockholders. For example, given the economic crisis precipitated by the spread of COVID-19, in late March 2020, we temporarily suspended our loan originations until the financial markets stabilize. We may opportunistically acquire commercial mortgage loans that comply with our credit guidelines, and we continue to evaluate our business strategies in light of the crisis. We may also change our target assets and financing strategy without notice or the consent of our stockholders. Any of these changes could result in us holding a loan portfolio with a different risk profile from the risk profile described in this Quarterly Report. Additionally, a change in our strategy or underwriting guidelines may increase our exposure to interest rate risk, default risk, real estate market fluctuations and liquidity risk, all of which could have a material and adverse effect on our business, results of operations and financial condition.

Our inability to manage future growth effectively could have an adverse impact on our business, results of operations and financial condition.

Our ability to grow will depend on our management’s ability to originate and/or acquire investor real estate loans. In order to do this, we will need to identify, hire, train, supervise and manage new employees. Any failure to effectively manage our future growth, including a failure to successfully expand our loan origination activities could have a material and adverse effect on our business, results of operations and financial condition.

If we fail to develop, enhance and implement strategies to adapt to changing conditions in the real estate and capital markets, our business, results of operations and financial condition may be materially and adversely affected.

The manner in which we compete and the loans for which we compete are affected by changing conditions, which can take the form of trends or sudden changes in our industry, regulatory environment, changes in the role of government-sponsored entities, changes in the role of credit rating agencies or their rating criteria or process or the United States economy more generally. If we do not effectively respond to these changes, or if our strategies to respond to these changes are not successful, our business, results of operations and financial condition may be materially and adversely affected.

Operational risks, including the risk of cyberattacks, could disrupt our business and materially and adversely affect our business, results of operations and financial condition.

Our financial, accounting, communications and other data processing systems may fail to operate properly or become disabled as a result of tampering or a breach of the network security systems or otherwise. In addition, such systems have been and may be from time to time subject to cyberattacks or other cybersecurity incidents, which may continue to increase in sophistication and frequency in the future.

Unauthorized parties who seek to breach network security systems often intend to obtain unauthorized access to proprietary information or personal identifying information of the target’s customers, borrowers, stockholders or other business partners, destroy data or disable, degrade or sabotage our systems, including through the introduction of computer viruses and other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals or service providers. Unauthorized parties who gain access to information and technology systems, often do so with the aim of stealing, publishing, deleting or modifying private and sensitive information. Although we take various measures to ensure the integrity of our information and technology systems, there can be no assurance that these measures will provide protection. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing it from being addressed appropriately.

Moreover, we are highly dependent on information systems and technology. Our information systems and technology may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level. Such a failure to accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on us.

We are headquartered in Westlake Village, California, in an area known for seismic activity and prone to wildfires. An earthquake, wildfire or other disaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or directly affecting our headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption. Our disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. Insurance and other safeguards might only partially reimburse us for our losses, if at all.

In addition, we rely on third-party service providers for certain aspects of our business, including software vendors for portfolio management and accounting software, outside financial institutions for back office processing and custody of securities and third-party broker-dealers for the execution of trades. An interruption or deterioration in the performance of these third parties or failures of their information systems and technology could cause system interruptions, delays, loss, corruption or exposure of critical data or intellectual property and impair the quality of our operations, which could impact our reputation and hence adversely affect our business.

Any such interruption or deterioration in our operations could result in substantial recovery and remediation costs and liability. While we have implemented disaster recovery plans and backup systems to lessen the risk of any material adverse impact, its disaster recovery planning may not be sufficient to mitigate the harm and cannot account for all eventualities, and a catastrophic event that results in the destruction or disruption of any data or critical business or information technology systems could severely affect our ability to conduct our business operations, and as a result, our future operating results could be materially and adversely affected.

Any disruption in the availability or functionality of our technology infrastructure and systems could have a material adverse effect on our business.

Our ability to originate and acquire investor real estate loans, execute securitizations, and manage any related interest rate risks and credit risks is critical to our success and is highly dependent upon the efficient and uninterrupted operation of our computer and communications hardware and software systems. Some of these systems are located at our facility and some are maintained by third-party vendors. Any significant interruption in the availability and functionality of these systems could harm our business. In March 2020, California and certain other states implemented rules attempting to mitigate the spread of COVID-19 by restricting residents’ movement. As a result, we have transitioned most of our employees to remote work, as have a number of our third-party service vendors. This transition to a remote work environment may exacerbate certain risks to our business, including increasing the stress on, and our vulnerability to disruptions of, our technology infrastructure and systems, increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of confidential information.

In the event of a systems failure or interruption by our third-party vendors, we will have limited ability to affect the timing and success of systems restoration. If such interruptions continue for a prolonged period of time, it could, have a material and adverse impact on our business, results of operations and financial condition.

Our security measures may not effectively prohibit others from obtaining improper access to our information. If a person is able to circumvent our security measures, he or she could destroy or misappropriate valuable information or disrupt our operations. Any security breach could expose us to risks of data loss, litigation and liability and could seriously disrupt our operations and harm our reputation.

Risks Related to Our Loan Portfolio

A significant portion of our loan portfolio is in the form of investor real estate loans which are subject to increased risks.

Investor real estate loans are directly exposed to losses resulting from default and foreclosure. Therefore, the value of the underlying property, the creditworthiness and financial position of the borrower and the priority and enforceability of the lien will significantly impact the value of such mortgages. Whether or not we have participated in the negotiation of the terms of any such mortgages, there can be no assurance as to the adequacy of the protection of the terms of the loan, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, claims may be asserted that might interfere with enforcement of our rights. In the event of a foreclosure, we may assume direct ownership of the underlying real estate. The liquidation proceeds upon sale of such real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Any costs or delays involved in the completion of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss.

A portion of our loan portfolio currently is, and in the future may be, delinquent and subject to increased risks of credit loss for a variety of reasons, including, without limitation, because the underlying property is too highly-leveraged or the borrower falls upon financial distress. Whatever the reason, the borrower may be unable to meet its contractual debt service obligation to us. Delinquent loans may require a substantial amount of workout negotiations or restructuring, which may divert our attention from other activities and entail, among other things, a substantial reduction in the interest rate or capitalization of past due interest. However, even if restructurings are successfully accomplished, risks still exist that borrowers will not be able or willing to maintain the restructured payments or refinance the restructured mortgage upon maturity.

Investor real estate loans, including performing and delinquent, are also subject to “special hazard” risk (property damage caused by hazards, such as earthquakes or environmental hazards, not covered by standard property insurance policies) and to bankruptcy risk (reduction in a borrower’s mortgage debt by a bankruptcy court). In addition, claims may be assessed against us on account of our position as mortgage holder or property owner, including responsibility for tax payments, environmental hazards and other liabilities.

Loans on properties in transition will involve a greater risk of loss than traditional investment-grade mortgage loans with fully insured borrowers.

While our primary focus is long-term maturity investor real estate loans, in March 2017, we began originating short-term, interest-only loans to be used for acquiring, repositioning or improving the quality of 1-4 unit residential investment properties. This product typically serves as an interim solution for borrowers and/or properties that do not meet the investment criteria of our primary 30-year product. The typical borrower of these rehab and resell loans has usually identified an undervalued asset that has been under-managed or is located in a recovering market. If the market in which the asset is located fails to improve according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s management or the value of the asset, the borrower may not receive a sufficient return on the asset to satisfy the transitional loan, and we bear the risk that we may not recover some or all of our investment.

In addition, borrowers usually use the proceeds of a conventional mortgage to repay a rehab and resell loan. Rehab and resell loans therefore are subject to risks of a borrower’s inability to obtain permanent financing to repay the loan. Rehab and resell loans are also subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance. In the event of any default under rehab and resell loans that may be held by us, we bear the risk of loss of principal and non-payment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount and unpaid interest of the transitional loan. To the extent we suffer such losses with respect to these loans, our business, results of operations and financial condition may be materially adversely affected.

Any costs or delays involved in the completion of a foreclosure or liquidation of the underlying property may further reduce proceeds from the property and may increase the loss.

From time to time we find it necessary or desirable to foreclose on mortgage loans we own, and the foreclosure process may be lengthy and expensive. Borrowers may resist mortgage foreclosure actions by asserting numerous claims, counterclaims and defenses against us including, without limitation, numerous lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action and force us into a modification of the loan or a favorable buy-out of the borrower’s position. In some states, foreclosure actions can sometimes take several years or more to litigate. At any time prior to or during the foreclosure proceedings, the borrower may file for bankruptcy, which would have the effect of staying the foreclosure actions and further delaying the foreclosure process. Foreclosure may create a negative public perception of the related mortgaged property, resulting in a decrease in its value. Even if we are successful in foreclosing on a loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the completion of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss. Any such reductions could materially and adversely affect the value of the commercial loans in which we invest and, therefore, could have a material and adverse effect on our business, results of operations and financial condition.

In addition, moratoria or other limitations imposed by federal or U.S. state governments on the ability of lenders to foreclose on property or requirements for lenders to modify loans, including as a result of the COVID-19 pandemic, may have a material adverse effect on our business, results of operations or financial condition, including by precluding us from foreclosing on, or exercising other remedies with respect to, the property underlying loans, or requiring or incentivizing us to accept modifications not favorable to us.

Insurance on collateral underlying mortgage loans and real estate securities may not cover all losses.

There are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, terrorism or acts of war, that may be uninsurable or not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations and other factors, including terrorism or acts of war, also might make the insurance proceeds insufficient to repair or replace a property if it is damaged or destroyed. Under these circumstances, the insurance proceeds received might not be adequate to restore our economic position with respect to the affected real property. Uninsured losses may also reduce the value of the underlying property. Any uninsured or underinsured loss could result in the loss of cash flow from, and the asset value of, the affected property.

Some of the mortgage loans we originate or acquire are loans made to self-employed borrowers who may have a higher risk of delinquency and default, which could have a material and adverse effect on our business, results of operations and financial condition.

Many of our borrowers are self-employed. The unpaid principal balance, or UPB, of loans to self-employed borrowers represented 72.3% of our total loan portfolio, or $1.5 billion, as of March 31, 2020. Self-employed borrowers may be more likely to default on their mortgage loans than salaried borrowers and generally have less predictable income. In addition, many self-employed borrowers are small business owners who may be personally liable for their business debt. Borrowers who are self-employed or small business owners may be particularly vulnerable to the impact of the COVID-19 pandemic and its related business conditions, increasing the risk of defaults on our loans to these borrowers. Consequently, a higher number of self-employed borrowers may result in increased defaults on the mortgage loans we originate or acquire and, therefore, could have a material and adverse effect on our business, results of operations and financial condition.

We may be subject to lender liability claims, and if we are held liable under such claims, we could be subject to losses.

A number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or stockholders. We cannot assure prospective investors that such claims will not arise or that we will not be subject to significant liability if a claim of this type did arise.

Our portfolio of assets may at times be concentrated in certain property types or secured by properties concentrated in a limited number of geographic areas, which increases our exposure to economic downturn and natural disasters with respect to those property types or geographic locations.

We are not required to observe specific diversification criteria, except as may be set forth in the underwriting guidelines adopted by our board of directors. Therefore, our portfolio of assets may, at times, be concentrated in certain property types that are subject to higher risk of foreclosure or secured by properties concentrated in a limited number of geographic locations.

Our loan portfolio changes over time, however, as of March 31, 2020, our loans were primarily concentrated in New York, California, Florida and New Jersey. Deterioration of economic conditions or natural disasters in these or in any other state in which we have a significant concentration of borrowers could have a material and adverse effect on our business by reducing demand for new financings, limiting the ability of customers to repay existing loans and impairing the value of our real estate collateral and real estate owned properties.

To the extent that our portfolio is concentrated in any region, or by type of property, downturns relating generally to such region, type of borrower or security, or the occurrence of natural disasters in those regions, may result in defaults on a number of our assets within a short time period, which may reduce our net income and the value of our common stock and accordingly reduce our ability to pay dividends to our stockholders.

The investor real estate loans we originate or acquire are dependent on the ability of the property owner to generate net income from operating the property, which may result in the inability of such property owner to repay a loan, as well as the risk of foreclosure.

The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be adversely affected by, among other things:

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tenant mix;

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success of tenant businesses;

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property management decisions;

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property location, condition and design;

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competition from comparable types of properties;

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changes in national, regional or local economic conditions or specific industry segments;

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declines in regional or local real estate values;

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declines in regional or local rental or occupancy rates;

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increases in interest rates, real estate tax rates and other operating expenses;

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costs of remediation and liabilities associated with environmental conditions;

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the potential for uninsured or underinsured property losses;

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changes in governmental laws and regulations, including fiscal policies, zoning ordinances and environmental legislation and the related costs of compliance; and

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acts of God, significant public health events (including epidemics), terrorism, social unrest and civil disturbances.

In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of interest and principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our cash flow from operations and limit amounts available for distribution to our stockholders. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law.

Foreclosure can be an expensive and lengthy process and foreclosing on certain properties where we directly hold the mortgage loan and the borrower’s default under the mortgage loan is continuing could result in actions that could be costly to our operations, in addition to having a substantial negative effect on our anticipated return on the foreclosed mortgage loan.

We may be exposed to environmental liabilities with respect to properties to which we take title, which may in turn decrease the value of the underlying properties.

In the course of our business, we may take title to real estate, and, if we do take title, we could be subject to environmental liabilities with respect to these properties. In such a circumstance, we may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or we may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. If we ever become subject to significant environmental liabilities, our business, financial condition, liquidity, and results of operations could be materially and adversely affected. In addition, an owner or operator of real property may become liable under various federal, state and local laws, for the costs of removal of certain hazardous substances released on its property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. The presence of hazardous substances may adversely affect an owner’s ability to sell real estate or borrow using real estate as collateral. To the extent that an owner of an underlying property becomes liable for removal costs, the ability of the owner to make debt payments may be reduced, which in turn may adversely affect the value of the relevant mortgage-related assets held by us.

We will utilize analytical models and data in connection with the projections for our loan portfolio, and any incorrect, misleading or incomplete information used in connection therewith would subject us to potential risks.

We rely on analytical models (both proprietary models developed by us and those supplied by third parties) and information and data (both generated by us and supplied by third parties). Models and data will be used to make projections for our loan portfolio. When models and data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose us to potential risks. Some of the analytical models we use, such as mortgage prepayment models or mortgage default models, are predictive in nature. The use of predictive models has inherent risks. For example, such models may incorrectly forecast future behavior, leading to volatility in results. In addition, the predictive models used by us may differ substantially from those models used by other market participants.

We may be required to repurchase or substitute mortgage loans or indemnify investors if we breach representations and warranties, which could harm our business, cash flow, results of operations and financial condition.

We have sold and, on occasion, we may sell some of our loans in the secondary market or as a part of a securitization of a portfolio of our loans. When we sell loans, we are required to make customary representations and warranties about such loans to the loan purchaser. Our mortgage loan sale agreements may require us to repurchase or substitute loans or indemnify investors in the event we breach a representation or warranty given to the loan purchaser. In addition, we may be required to repurchase loans as a result of borrower fraud or in the event of early payment default on a mortgage loan. Likewise, we may be required to repurchase or substitute loans or indemnify investors if we breach a representation or warranty in connection with our securitizations, if any.

The remedies available to a purchaser of mortgage loans are generally broader than those available to us against the originating broker or correspondent. Further, if a purchaser enforces its remedies against us, we may not be able to enforce the remedies we have against the sellers. The repurchased loans typically can only be financed at a steep discount to their repurchase price, if at all. They are also typically sold at a significant discount to the UPB. Significant repurchase activity could harm our business, cash flow, results of operations and financial condition.

Some of our portfolio assets may be recorded at fair value as estimated by management and may not reflect the price we could realize upon disposal.

Most of our portfolio assets will be in the form of loans that are not publicly traded. The fair value of securities and other assets that are not publicly traded is not readily determinable. Depending on whether these securities and other investments are classified as available-for-sale or held-to-maturity, we will value certain of these investments at fair value, as determined in accordance with Accounting Standards Codification™, or ASC, 820 — Fair Value Measurements, which may include unobservable inputs. Because such valuations are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our results of operations and the value of our common stock could be adversely affected if our determinations regarding the fair value of these assets are materially higher than the values that we ultimately realize.

Risks Related to Our Organization and Structure

For so long as Snow Phipps and TOBI continue to own a substantial amount of our outstanding common stock, or securities convertible or exchangeable for our common stock, they will have the ability to substantially influence us.

As of April 30, 2020, funds affiliated with Snow Phipps Group LLC, or Snow Phipps, owned approximately 35% of our outstanding common stock and an affiliate of a fund managed by Pacific Investment Management Company LLC, or TOBI, beneficially owned approximately 22% of our outstanding common stock. On April 7, 2020, we issued and sold shares of our convertible Preferred Stock (as defined below) and Warrants (as defined below) to purchase shares of our common stock to affiliates of Snow Phipps and TOBI. As of April 30, 2020, assuming the full conversion and exercise of the Preferred Stock and Warrants, funds affiliated with Snow Phipps and TOBI would have owned an aggregate of approximately 75.5% of our common stock outstanding on a pro forma, as-converted and as-exercised basis. The certificate of designations governing the terms of Preferred Stock permit holders of our Preferred Stock to vote, together with the holders of our common stock, on an as converted basis, subject to limitations of the rules of the NYSE, on all matters submitted to a vote of the holders of our common stock.

In addition, pursuant to a stockholders’ agreement we entered into with Snow Phipps and TOBI in connection with our IPO and a purchase agreement we entered into with Snow Phipps and TOBI in connection with the sale of our Preferred Stock and warrants, each of Snow Phipps and TOBI have the right to designate certain persons as nominees for election as directors. Specifically, each of Snow Phipps and TOBI are entitled to designate up to two persons as director nominees. Furthermore, upon certain circumstances if we default upon our obligation to repurchase the Preferred Stock, the holders of our Preferred Stock are entitled to elect two additional directors to our board of directors during the period of default. As a result, although Snow Phipps and TOBI are not affiliated with each other, they collectively own a majority of our common stock and are in a position to exercise significant influence over us, our board of directors and our management, affairs and transactions in a manner that you may not agree with or that you may not consider is in the best interest of all of our stockholders. In addition, the degree of control on our board of directors held by Snow Phipps and TOBI may be greater than their proportionate ownership of our common stock.

By virtue of their stock ownership and voting power, in addition to their board nomination rights. Snow Phipps and TOBI have the power to significantly influence our business and affairs and are able to influence the outcome of matters required to be submitted to stockholders for approval, including the election of our directors, amendments to our certificate of incorporation, mergers or sales of assets. The influence exerted by these large stockholders over our business and affairs might not be consistent with the interests of some or all of our other stockholders. In addition, the concentration of ownership in our directors or stockholders associated with them may have the effect of delaying or preventing a change in control of our company, including transactions that would be in the best interests of our stockholders and would result in receipt of a premium to the price of our shares of common stock, and might negatively affect the market price of our common stock.

Our certificate of incorporation provides that our directors who are affiliates of Snow Phipps and TOBI may engage in similar activities and lines of business as us, which may result in competition between us and such stockholders or another portfolio company of such stockholders for certain corporate opportunities.

Our certificate of incorporation provides that our directors who are also employees or affiliates of Snow Phipps and TOBI may engage in similar activities or lines of business as us. Our certificate of incorporation will provide that no employees or affiliates of such stockholders, including those persons who are also our directors, have any obligation to refrain from (1) engaging directly or indirectly in the same or similar business activities or lines of business as us or developing or marketing any products or services that compete, directly or indirectly, with us, (2) investing or owning any interest in, or developing a business relationship with, any person or entity engaged in the same or similar business activities or lines of business as, or otherwise in competition with, us or (3) doing business with any of our clients or customers. In addition, our certificate of incorporation will provide that we have waived any interest or expectancy in any business or other opportunity that becomes known to a director of ours who is also an employee or affiliate of such stockholders unless the opportunity becomes known to that individual solely in his or her capacity as our director. As a result, certain of our directors who are also employees or affiliates of Snow Phipps or TOBI may compete with us for business and other opportunities, which may not be in the interest of all of our stockholders.

Some provisions of Delaware law and our organizational documents may deter third parties from acquiring us and may diminish the value of our common stock.

Certain provisions of our certificate of incorporation and bylaws may have the effect of delaying or preventing a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider to be in its best interest, including attempts that might result in a premium over the market price of our common stock.

These provisions provide for, among other things:

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the ability of our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change of control;

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advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings;

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certain limitations on convening special stockholder meetings; and

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certain limitations regarding business combinations with any “interested stockholder.”

These provisions could make it more difficult for a third party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging future takeover attempts. These provisions could also make it more difficult for our stockholders to nominate directors for election to our board of directors and take other corporate actions.

Failure to comply with requirements to design, implement and maintain effective internal controls, as well as a failure to remediate any identified weaknesses in our internal controls, could have a material adverse effect on our reputation, business and stock price.

As a publicly-traded company, we are required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act, or Section 404. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations. In addition, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in our second annual report on Form 10-K. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Testing and maintaining internal controls may divert management’s attention from other matters that are important to our business. We will be required to include an attestation report on the effectiveness of our internal controls over financial reporting issued by our independent registered public accounting firm if we become an “accelerated filer” or a “large accelerated filer” under applicable rules of the SEC.

In reviewing the accounting for a certain transaction we completed in January 2018, as part of our 2018 election to be treated as a corporation for U.S. federal and state income tax purposes, as described above under Part 1, Item 4 “Controls and Procedures,” our management identified a deficiency in the effectiveness of a control intended to properly document and review relevant facts and apply the appropriate tax accounting under U.S. GAAP, which impacted the beginning of year deferred tax asset and income tax benefit accounts and related disclosures. Management concluded that the deficiency constituted a material weakness in our internal control over financial reporting as of December 31, 2018.

In 2019, we implemented a plan to remediate this material weakness by contracting with a nationally recognized accounting firm to have experienced tax personnel supplement and train our current accounting team. As a result, additional internal controls over our income tax processes have been designed and implemented. In 2020, management will assess whether these internal controls over income taxes are performing as designed. Management concluded that the material weakness existed as of March 31, 2020, pending further testing of the internal controls.

Although we believe this plan will be adequate to address the material weakness, there can be no assurance that the material weakness will be remediated on a timely basis or at all, or that additional material weaknesses will not be identified in the future. If we are unable to remediate the material weakness, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected which, in turn, to may adversely affect our reputation and business and the market price of our common stock.

Our certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the sole and exclusive forums for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our certificate of incorporation provides, subject to limited exceptions, that unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee or stockholder of our company to the Company or our stockholders, creditors or other constituents, (3) action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the Delaware General Corporation Law, or the DGCL, or our certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (4) action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine. Our certificate of incorporation will further provide that, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the United States federal securities laws.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our certificate of incorporation. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provisions contained in our certificate of incorporation to be inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.

Our certificate of incorporation authorizes our board of directors, without the approval of our stockholders, to issue 25,000,000 shares of our preferred stock, subject to limitations prescribed by applicable law, rules and regulations and the provisions of our certificate of incorporation, as shares of preferred stock in series, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The powers, preferences and rights of these additional series of preferred stock may be senior to or on parity with our common stock, which may reduce its value.

The terms of our outstanding Series A Convertible Preferred Stock and Warrants may adversely affect the rights of the holders of our common stock.

On April 7, 2020, we issued and sold 45,000 shares of our newly created Series A Convertible Preferred Stock, par value $0.01 per share (our “Preferred Stock”), and warrants (the “Warrants”) exercisable for up to 3,013,125 shares of our common stock to affiliates of Snow Phipps and TOBI. The Preferred Stock is initially convertible into an aggregate of approximately 11,688,312 shares of common stock. As of April 30, 2020, the Preferred Stock and Warrants would have represented an aggregate of approximately 42.3% of our common stock outstanding on a pro forma, as-converted and as-exercised basis. Following receipt of the applicable stockholder approval, (i) the Preferred Stock will be convertible at its holders’ option at any time, in whole or in part, into a number of shares of our common stock based on the then applicable conversion rate as set forth in the certificate of designation and (ii) the Warrants will be exercisable at the warrantholder’s option at any, in whole or in part, until April 7, 2025. The initial conversion price for the Preferred Stock is approximately $3.85 per share of common stock. The conversion of the Preferred Stock and the exercise of the Warrants would dilute the ownership interest of existing holders of our common stock and sales of common stock by holders following conversion or exercise, as applicable, could adversely affect prevailing market prices of our common stock.

The certificate of designations governing the terms of Preferred Stock permit holders of our Preferred Stock to vote, together with the holders of our common stock, on an as-converted basis, subject to limitations of the rules of the NYSE, on all matters submitted to a vote of the holders of our common stock, and as a separate class as required by law. The holders of our Preferred Stock will also have the right to elect two directors to our board of directors if the Company defaults under its obligation to repurchase the Preferred Stock during the period of the default. These terms of the Preferred Stock dilute the voting power of existing holders of our common stock and may adversely affect the market price of our common stock. As a result, the holders of our Preferred Stock may exercise a significant influence over us and have interests that diverge from those of other holders of our common stock.

The holders of the Preferred Stock have certain rights to require us to repurchase their shares for such shares’ liquidation preference amount. If we default on that repurchase obligation, the Preferred Stock holders will have the right (until the repurchase price for such shares has been paid in cash or the shares converted into common stock) to force a sale of the Company and to elect two directors to our board of directors. These repurchase obligations could impact our liquidity and reduce the amount of cash flow available for other corporate purposes. Our obligations to the holders of Preferred Stock could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. There can be no assurance that we will be able to repurchase the Preferred Stock when required to do so. This forced sale process may adversely impact the price or terms on which the Company is sold and the consideration paid to holders of our common stock.

In addition, the consent of the purchasers of the Preferred Stock will be required to take certain corporate actions for so long as the purchasers of our Preferred Stock maintain certain levels of ownership of the Preferred Stock. These corporate actions include, among other things, certain amendments or alterations to our certificate of incorporation or the certificate of designation for the Preferred Stock, the creation and issuance of securities with certain rights senior to, or on parity with, the Preferred Stock, and the incurrence of certain debt in excess of $20.0 million. These consent rights, together with the voting power held by the holders of our Preferred Stock and Warrants, may have the effect of delaying or preventing a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider to be in its best interest, including attempts that might result in a premium over the market price of our common stock.

Risks Related to Sources of Financing

We may not be able to successfully complete additional securitization transactions on attractive terms or at all, which could limit potential future sources of financing and could inhibit the growth of our business.

We have financed a large portion of our loan portfolio as securitizations, and we plan to securitize newly originated loans to repay our warehouse repurchase facilities, provide for long-term financing and generate cash for funding new loans. We plan to continue to structure these securitizations so that they are treated as financing transactions, and not as sales, for U.S. GAAP purposes. This involves creating a special-purpose vehicle, contributing a pool of our assets to the entity and selling non-recourse debt securities to purchasers. We retain a portion of the “first loss” subordinated securities issued by our trusts and, as a result, we are the first tranche exposed to principal losses in the event the trust experiences a loss. We use short-term credit facilities to finance the origination or acquisition of investor real estate loans until a sufficient quantity of eligible assets has been accumulated, at which time we would refinance these short-term facilities through a securitization of the eligible assets, such as issuances of commercial mortgage-backed securities or collateralized loan obligations or the private placement of loan participations or other long-term financing. When we employ this strategy, we are subject to the risk that we would not be able to obtain, during the period that our short-term facilities are available, a sufficient amount of eligible assets to maximize the efficiency of a securitization. We are also subject to the risk that we are not able to obtain short-term credit facilities or are not able to renew any short-term credit facilities after they expire should we find it necessary to extend such short-term credit facilities to allow more time to obtain the necessary eligible assets for a long-term financing.

From time to time one or more credit rating agencies may rate our new or existing securitizations. A lower than expected rating by one or more of these agencies or a reduction or withdrawal of a credit rating may adversely impact our ability to complete new securitizations on attractive terms or at all.

The inability to consummate securitizations of our portfolio or secure other financing arrangements on satisfactory terms to finance our loans on a long-term basis could require us to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune time or price, which could have a material and adverse effect on our business, results of operations and financial condition.

If one or more of our warehouse repurchase facilities, on which we are dependent, are terminated, we may be unable to find replacement financing on favorable terms on a timely basis, or at all, which would have a material adverse effect on our business, results of operations and financial condition.

We require a significant amount of short-term funding capacity for loans we originate. Consistent with industry practice, two of our existing warehouse repurchase facilities are short-term, requiring annual renewal. If any of our committed facilities are terminated or are not renewed or our uncommitted facilities are not honored, we may be unable to find replacement financing on favorable terms on a timely basis, or at all, and we might not be able to originate loans, which would have a material adverse effect on us. Additionally, as our business expands, we may need additional warehouse funding capacity for loans we originate. There can be no assurance that, in the future, we will be able to obtain additional warehouse funding capacity on favorable terms, on a timely basis, or at all.

We may be required to maintain certain levels of collateral or provide additional collateral under our warehouse facilities, which may restrict us from leveraging our assets as fully as desired or forcing us to sell assets under adverse market conditions, resulting in potentially lower returns.

We currently finance our originations and investments in investor real estate using warehouse repurchase facilities, which are our short-term full recourse master repurchase agreements secured by certain of our underlying mortgage loans. Under our warehouse repurchase facilities, the amount of available financing on our investor real estate loan portfolio is reduced based on the delinquency performance of the individual loans pledged under these facilities, and if the delinquency in our loan portfolio increases beyond certain levels, we may be required to pledge additional collateral, pay down a portion of the outstanding balance of these warehouse repurchase facilities, or liquidate assets at a disadvantageous time to avoid violating certain financial covenants contained therein and triggering a foreclosure on our collateral, any of which could cause us to incur further losses and have a material and adverse effect on our business, results of operations and financial condition.

In the event we do not have sufficient liquidity to pay down the financing when loan performance deteriorates, lending institutions can accelerate our indebtedness, increase our borrowing rates, liquidate our collateral and terminate our ability to borrow.

Further, our warehouse repurchase facility agreements contain various financial and other restrictive covenants, including covenants that require us to maintain a certain amount of cash that is not invested or to set aside non-levered assets sufficient to maintain a specified liquidity position, which would allow us to satisfy our collateral obligations. As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on equity. In the event that we are unable to meet these collateral obligations, as described above, our financial condition could deteriorate rapidly. In addition, if we fail to satisfy any of the financial or other restrictive covenants, or otherwise default under our warehouse repurchase facilities, the lenders have the right to accelerate repayment and terminate the facilities. Accelerating repayment and terminating the facilities would require immediate repayment by us of the borrowed funds, which may require us to liquidate assets at a disadvantageous time, causing us to incur further losses and have a material and adverse effect on our business, our results of operations and financial condition.

If a counterparty to our repurchase transactions defaults on its obligation to resell the underlying asset back to us at the end of the transaction term, or if the value of the underlying asset has declined as of the end of that term, or if we default on our obligations under the repurchase agreement, we will lose money on our repurchase transactions.

When we engage in repurchase transactions, we generally sell assets to lenders and receive cash from these lenders. The lenders are obligated to resell the same assets back to us at the end of the term of the transaction. Because the cash we receive from the lender when we initially sell the assets to the lender is less than the value of those assets (this difference is the haircut), if the lender defaults on its obligation to resell the same assets back to us we may incur a loss on the transaction equal to the amount of the haircut (assuming there was no change in the value of the assets). We would also lose money on a repurchase transaction if the value of the underlying assets has declined as of the end of the transaction term, as we would have to repurchase the assets for their initial value but would receive assets worth less than that amount. Further, if we default on one of our obligations under a repurchase transaction, the lender can terminate all of the outstanding repurchase transactions with us and can cease entering into any other repurchase transactions with us. Our repurchase agreements contain cross-default provisions, so that if a default occurs under any one agreement, the lenders under our other agreements could also declare a default. Any losses we incur on our repurchase transactions could have a material and adverse effect on our business, our results of operations and financial condition.

Interest rate fluctuations could negatively impact our net interest income, cash flows and the market value of our investments.

Our primary interest rate exposures will relate to the yield on our investments and the financing cost of our debt, as well as interest rate swaps we may utilize for hedging purposes. Changes in interest rates will affect our net interest income, which is the difference between the interest income we earn on our interest- earning investments and the interest expense we incur in financing these investments. Changes in the level of interest rates also may affect our ability to invest in assets, the value of our investments and our ability to realize gains from the disposition of assets. Changes in interest rates may also affect borrower default rates if a significant percentage of borrowers have mortgages that reset to a substantially higher interest rate and are unable to make their new monthly payments as obligated under the terms of the mortgage loan.

While the interest rates used to calculate interest expense on our financing lines are subject to floors to the extent that our financing costs will be determined by reference to floating rates (such as LIBOR or a Treasury index) plus a margin, the amount of such margin will depend on a variety of factors, including, without limitation, (1) for collateralized debt, the value and liquidity of the collateral, and for non-collateralized debt, our credit, (2) the level and movement of interest rates and (3) general market conditions and liquidity. In a period of rising interest rates, our interest expense on floating rate debt would increase, and it is possible that any additional interest income we earn on our floating rate investments may not compensate for such increase in interest expense. Furthermore, during a period of rising interest rates, the interest income we earn on our fixed rate investments would not change, the duration and weighted average life of our fixed rate investments would increase and the market value of our fixed rate investments would decrease. Similarly, in a period of declining interest rates, the interest income generated on floating rate investments would decrease, while any decrease in the interest we are charged on our floating rate debt may not compensate for such decrease in interest income and interest we are charged on our fixed rate debt would not change. Any such scenario could materially and adversely affect or business, results of operations and financial condition.

Interest rate mismatches between our loans and our borrowings used to fund our portfolio may reduce our income during periods of changing interest rates.

We fund some of our loan portfolio with borrowings that have interest rates based on indices and repricing terms similar to, but of shorter maturities than, the interest rate indices and repricing terms of our loans. Accordingly, if short-term interest rates increase, this may adversely affect our profitability.

The majority of our loan portfolio is comprised of adjustable rate mortgages, or ARMs. The interest rate indices and re-pricing terms of the loans and their funding sources will not be identical, thereby creating an interest rate mismatch between our assets and liabilities. There have been periods when the spread between these indices was volatile. During periods of changing interest rates, these mismatches could reduce our net income and the market price of our common stock.

Interest rate caps on our ARMs may reduce our income or cause us to suffer a loss during periods of rising interest rates.

Our ARMs are subject to periodic and lifetime interest rate caps. Periodic interest rate caps limit the amount an interest rate can increase during any given period. Lifetime interest rate caps limit the amount an interest rate can increase through maturity of a loan. Our borrowings, including our warehouse repurchase facilities and securitizations, are not subject to similar restrictions. Accordingly, in a period of rapidly increasing interest rates, the interest rates paid on our borrowings could increase without limitation while interest rate caps would limit the interest rates on our ARMs. This problem is magnified for our ARMs that are not fully indexed. As a result, we could receive less cash income on ARMs than we need to pay interest on our related borrowings. These factors could lower our net interest income or cause us to suffer a loss during periods of rising interest rates.

Our existing and future financing arrangements and any debt securities we may issue could restrict our operations and expose us to additional risk.

Our existing and future financing arrangements (including term loan facilities, revolving credit facilities, warehouse repurchase facilities and securitizations) and any debt securities we may issue in the future are or will be governed by a credit agreement, indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock. We will bear the cost of issuing and servicing such credit facilities, arrangements or securities.

Under our warehouse repurchase facilities, the lenders have specific rights, including but not limited to, the right to review assets for which we are seeking financing, the right to hold a perfected security interest in certain of our assets, the right to accelerate payments due under the warehouse repurchase facilities, the right to restrict dividend payments made to us by certain of our wholly owned subsidiaries and the right to approve the sale of assets. We are a holding company that conducts all of our operations through wholly owned subsidiaries. Although our warehouse repurchase facilities do not limit our rights to pay dividends directly to stockholders, restrictions on our subsidiaries paying dividends to us limits our ability to receive cash from such wholly owned subsidiaries. These restrictive covenants and operating restrictions could have a material adverse effect on our business and operating results, restrict our ability to finance or securitize new originations and acquisitions, force us to liquidate collateral.

We may use derivative instruments, which could subject us to increased risk of loss.

We may use derivative instruments to help manage interest rate exposure. The prices of derivative instruments, including futures and options, are highly volatile. Payments made pursuant to swap agreements may also be highly volatile. In addition, our derivative instruments are subject to the risk of the failure of the exchanges on which our positions trade or of our clearinghouses or counterparties. Our option transactions may be part of a hedging strategy (i.e., offsetting the risk involved in another securities position) or a form of leverage, in which we will have the right to benefit from price movements in a large number of securities with a small commitment of capital. These activities involve risks that can be substantial, depending on the circumstances.

Uncertainty about the future of LIBOR could negatively impact our cost of funds, net interest income, cash flows and financial performance.

Borrowings under our 2019 Term Loan, revolving credit facility and warehouse repurchase facilities bear interest at rates that are calculated based on LIBOR. On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calibration of LIBOR to the administrator of LIBOR after 2021. The announcement indicates that the continuation of LIBOR in its current form cannot be assured after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR, if the administrator will continue to quote LIBOR after 2021 or, if it does continue to quote LIBOR, whether it will be determined on a consistent basis with the existing definition and will behave in a consistent manner to existing LIBOR, or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. Although alternative reference rates have been proposed, it is unknown whether these alternative reference rates will attain market acceptance as replacements of LIBOR.

If LIBOR ceases to exist, the method and rate used to calculate our interest rates and/or payments on our 2019 Term Loan, revolving credit facility and warehouse repurchase facilities in the future may result in interest rates and/or payments that are higher than, lower than, or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form. Furthermore, although the variable interest component of our existing loan portfolio is based on the prime rate rather than LIBOR, uncertainty in the lending markets related to the future of LIBOR could increase the prime rate, which may increase borrower defaults and increase our credit losses. In addition, while our existing securitizations are largely fixed-rate debt, uncertainty in the lending markets related to the future of LIBOR could increase the general level of interest rates and risk spreads on our future securitizations. There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate. As such, the potential effect of any such event on our cost of capital, financial results, cash flows and financial performance cannot yet be determined.

Risks Relating to Regulatory Matters

The increasing number of proposed United States federal, state and local laws may affect certain mortgage-related assets in which we intend to invest and could materially increase our cost of doing business.

Various legislation, including related to federal bankruptcy law and foreclosure actions under state law, has been proposed that, among other provisions, could allow judges to modify the terms of residential mortgages in bankruptcy proceedings, could hinder the ability of the servicer to foreclose promptly on defaulted mortgage loans or permit limited assignee liability for certain violations in the mortgage loan origination process, any or all of which could adversely affect our business or result in us being held responsible for violations in the mortgage loan origination process even where we were not the originator of the loan. We do not know what impact this type of legislation, which has been primarily, if not entirely, focused on residential mortgage originations, would have on the investor real estate loan market. We are unable to predict whether United States federal, state or local authorities, or other pertinent bodies, will enact legislation, laws, rules, regulations, handbooks, guidelines or similar provisions that will affect our business or require changes in our practices in the future, and any such changes could materially and adversely affect our cost of doing business and profitability. We may be subject to liability for potential violations of various lending laws, which could adversely impact our business, results of operations and financial condition.

Mortgage loan originators and servicers operate in a highly regulated industry and are required to comply with various federal, state and local laws and regulations. If any of our loans are found to have been originated, serviced or owned by us or a third-party in violation of applicable law, we could be subject to lawsuits or governmental actions, or we could be fined or incur losses. In respect of our mortgage loan originations and acquisitions, if any third-party mortgage brokers, originators or servicers fail to comply with applicable law, it could subject us, as lender, assignee or purchaser of the related mortgage loans, to monetary penalties or other losses. Any such outcome could have a material and adverse effect on our business, results of operations and financial condition.

The securitization process is subject to an evolving regulatory environment that may affect certain aspects of our current business.

As a result of the dislocation of the credit markets during the previous recession, and in anticipation of more extensive regulation, including regulations promulgated pursuant to the Dodd-Frank Act, the securitization industry has crafted and continues to craft changes to securitization practices, including changes to representations and warranties in securitization transaction documents, new underwriting guidelines and disclosure guidelines. Various U.S. federal agencies, including the SEC, as well as the European Union have promulgated regulations with respect to issues that affect securitizations.

On October 21, 2014, the final rules implementing the credit risk retention requirements of Section 941 of the Dodd–Frank Act, or the U.S. Risk Retention Rules, were issued and have since become effective with respect to all asset classes. The risk retention rules generally require the sponsor of a securitization to retain not less than 5% of the credit risk of the assets collateralizing the issuer’s mortgage- backed securities. When applicable, the risk retention rules generally require the “securitizer” of a “securitization transaction” to retain at least 5% of the “credit risk” of “securitized assets,” as such terms are defined for purposes of that statute, and generally prohibit a securitizer from directly or indirectly eliminating or reducing its credit exposure by hedging or otherwise transferring the credit risk that the securitizer is required to retain. Our securitizations are subject to the U.S. Risk Retention Rules and, as a result, we have retained at least 5% of the credit risk for all of our securitizations since the U.S. Risk Retention Rules went into effect. The European Union has also adopted certain risk retention and due diligence requirements in respect of various types of European Union-regulated investors that, among other things, restrict investors from taking positions in securitizations. To the extent our securitizations are marketed in Europe, we would become subject to these additional regulations, which may increase our risk retention requirements and increase the complexity and costs of new securitizations.

The current regulatory environment may be impacted by future legislative developments, such as amendments to key provisions of the Dodd-Frank Act, including provisions setting forth capital and risk retention requirements. On February 3, 2017, President Trump signed an executive order calling for the administration to review U.S. financial laws and regulations in order to determine their consistency with a set of core principles identified in the order. The full scope of President Trump’s short-term legislative agenda is not yet fully known, but it may include certain deregulatory measures for the U.S. financial services industry, including changes to the Financial Stability Oversight Board, the Volcker Rule and credit risk retention requirements, among other areas. These legislative developments or those in the European Union, and other proposed regulations affecting securitization, could alter the structure of securitizations in the future, pose additional risks to our participation in future securitizations or reduce or eliminate the economic incentives for participating in future securitizations, increase the costs associated with our origination, securitization or acquisition activities, or otherwise increase the risks or costs of our doing business.

We are subject to state licensing and operational requirements in certain states that may result in substantial compliance costs.

Although we do not engage in the highly regulated residential mortgage lending practice, we may be subject to licensing and operational requirements in certain states in which we do business. There can be no assurance that will be able to obtain any or all of the approvals and licenses that we desire or that we will avoid experiencing significant delays in seeking such approvals and licenses. In addition, in those states in which we are licensed, we are subject to periodic examinations by state regulators, which can result in refunds to borrowers of certain fees earned by us, and we may be required to pay substantial penalties imposed by state regulators due to compliance errors. Future regulatory changes may increase our costs and obligations by expanding the types of lending to which such laws apply or through stricter licensing laws, disclosure laws or increased fees, or may impose conditions to licensing that we are unable to meet. Future state legislation and changes in existing regulation may significantly increase our compliance costs or reduce the amount of ancillary fees, including late fees, that we may charge to borrowers. This could make our business cost-prohibitive in the affected state or states and could materially and adversely affect our business, results of operations and financial condition.

Any failure to obtain or maintain required licenses will restrict our options and ability to engage in desired activities, and could subject us to fines, suspensions, terminations and various other adverse actions if it is determined that we have engaged without the requisite approvals or licenses in activities that required an approval or license, which could have a material and adverse effect on our business, results of operation and financial condition.

Maintenance of our Investment Company Act exclusion imposes limits on our operations, which may adversely affect our operations.

We currently conduct, and intend to continue to conduct, our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

We believe we are not an investment company under Section 3(a)(1) of the 1940 Act because we will not engage primarily, or hold ourselves out as being engaged primarily, in the business of investing, reinvesting or trading in securities, nor will we own investment securities with a combined value in excess of 40% of the value of our total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis. Rather, we, through our wholly owned subsidiaries, are primarily engaged in the business of originating and managing investor real estate loans.

We hold our assets primarily through direct or indirect wholly owned subsidiaries, certain of which are excluded from the definition of investment company pursuant to Section 3(c)(5)(C) and/or Section 3(c)(6) of the 1940 Act. To qualify for the exclusion pursuant to Section 3(c)(5)(C), based on positions set forth by the staff of the SEC, each such subsidiary generally is required to hold at least (i) 55% of its assets in “qualifying” real estate assets and (ii) at least 80% of its assets in “qualifying” real estate assets and “real estate-related” assets. “Qualifying” real estate assets for this purpose include mortgage loans that satisfy conditions set forth in SEC staff no-action letters and other guidance, and other assets that the SEC staff has determined are the functional equivalent of whole mortgage loans for the purposes of the 1940 Act. Section 3(c)(6) of the 1940 Act excludes, among other categories of issuers, issuers that are primarily engaged in a Section 3(c)(5)(C) business activity directly or through majority-owned subsidiaries. The SEC staff has stated in a no-action letter that an issuer that acquires whole mortgage loans that are eventually transferred into a securitization trust which it sponsors for the purpose of obtaining financing to acquire additional whole mortgage loans, may treat as qualifying real estate assets for purposes of Section 3(c)(5)(C) any securities issued by that trust that it retains because such securities are acquired as a direct result of the issuer being engaged in the business of purchasing or otherwise acquiring whole mortgage loans. As the factual basis of this no-action position aligns with our business model, we accordingly the treat mortgage backed securities issued by our securitization trusts that we have retained as qualifying real estate assets.

As a consequence of our seeking to avoid the need to register under the 1940 Act on an ongoing basis, we and/or our subsidiaries may be restricted from holding certain securities or may structure securitizations in a manner that would be less advantageous to us than would be the case in the absence of such requirements. For example, the restrictions of Section 3(c)(5)(C) may limit our and our subsidiaries’ ability to retain certain mortgage-backed securities issued by our securitization trusts. Thus, avoiding registration under the 1940 Act may hinder our ability to finance our operations using securitizations and execute our growth strategy.

There can be no assurance that we and our subsidiaries will be able to successfully maintain the exceptions to the 1940 Act we currently rely on. If it were established that we or any of our subsidiaries were operating as an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action or actions brought by the SEC, that we would be unable to enforce contracts with third parties, that third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company, and that we would be subject to limitations on corporate leverage that would have an adverse impact on our investment returns.

If we fail to comply with laws, regulations and market standards regarding the privacy, use, and security of customer information, or if we are the target of a successful cyber-attack, we may be subject to legal and regulatory actions and our reputation would be harmed.

We receive, maintain, and store non-public personal information of our loan applicants. The technology and other controls and processes designed to secure our customer information and to prevent, detect, and remedy any unauthorized access to that information were designed to obtain reasonable, not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately. We are not aware of any data breaches, successful hacker attacks, unauthorized access and misuse, or significant computer viruses affecting our networks that may have occurred in the past; however, our controls may not have detected, and may in the future fail to prevent or detect, unauthorized access to our borrower information. In addition, we are exposed to the risks of denial-of-service, or DOS, attacks and damage to or destruction of our network or other information systems. A successful DOS attack or damage to our systems could result in a delay in the processing of our business, or even lost business. Additionally, we could incur significant costs associated with the recovery from a DOS attack or damage to our systems.

If borrower information is inappropriately accessed and used by a third-party or an employee for illegal purposes, such as identity theft, we may be responsible to the affected applicant or borrower for any losses he or she may have incurred as a result of misappropriation. In such an instance, we may also be liable to a governmental authority for fines or penalties associated with a lapse in the integrity and security of our customers’ information. Additionally, if we are the target of a successful cyber-attack, we may experience reputational harm that could impact our standing with our borrowers and adversely impact our financial results.

We may be subject to liability for potential violations of predatory lending laws, which could adversely impact our business, results of operations and financial condition.

Although we have certain controls and procedures in place in order to confirm that all loans we make or acquire are undertaken for business purposes, from time to time we may inadvertently originate or acquire a loan subject to the various U.S. federal, state and local laws that have been enacted to discourage predatory lending practices. The Federal Home Ownership and Equity Protection Act of 1994, or the HOEPA, prohibits inclusion of certain provisions in residential mortgage loans that have mortgage rates or origination costs in excess of prescribed levels and requires that borrowers be given certain disclosures prior to origination. Some states have enacted, or may enact, similar laws or regulations, which in some cases impose restrictions and requirements greater than those in the HOEPA.

Risks Related to Ownership of Our Common Stock

The trading and price of our common stock has been and may continue to be volatile, which could result in substantial losses for purchasers of our common stock.

The market price of our common stock has been highly volatile and may continue to fluctuate substantially due to a number of factors such as those listed in “—Risks Related to Our Business” and the following:

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our operating performance and the performance of other similar companies;

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actual or anticipated changes in our business strategy prospects;

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actual or anticipated valuations in our quarterly operating results or dividends;

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our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;

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publication of research reports about the real estate industry;

•

speculation in the press or investment community;

•

equity issuances by us, or stock resales by our stockholders, or the perception that such issuances or resales could occur;

•

the passage of legislation or other regulatory developments that adversely affect us or the assets in which we seek to invest;

•

the use of significant leverage to finance our assets;

•

loss of a major funding source;

•

changes in market valuations of similar companies;

•

actions by our stockholders;

•

general market and economic conditions and trends including inflationary concerns, and the current state of the credit and capital markets;

•

actual or anticipated accounting problems;

•

price and volume fluctuations in the overall stock market from time to time;

•

additions or departures of our executive officers or key personnel;

•

changes in the value of our portfolio;

•

any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; and

•

the realization of any other risk factor in this Quarterly Report.

These broad market and industry fluctuations may materially adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock are low. In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

We have incurred increased costs as a result of being a public company.

As a result of having publicly traded common stock, we are also required to comply with, and incur costs associated with such compliance with, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations implemented by the SEC and the NYSE. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. These rules and regulations have increased our legal and financial compliance costs and made some activities more time-consuming and costly. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements, diverting the attention of management away from revenue-producing activities. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Future offerings of debt securities, which would rank senior to our common stock upon our liquidation, and future offerings of equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources by making offerings of debt or additional offerings or distributions of equity securities, including commercial paper, medium-term notes, senior or subordinated notes and classes of preferred stock or common stock. Upon liquidation, holders of our debt securities and shares of preferred stock, if issued, and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Our preferred stock, if issued, would likely have a preference on liquidating distributions or a preference on dividend payments that could limit our ability to make a dividend distribution to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock bear the risk of any future offerings reducing the market price of our common stock and diluting their stock holdings in us.

Future sales of shares of our common stock, including by our existing stockholders, could depress the market price of our shares.

We cannot predict the effect, if any, of future sales of our common stock, or the availability of shares for future sales, on the value of our common stock. Sales of these shares by our existing stockholders, or the perception that such sales could occur, may cause the trading price of our common stock to decrease or be lower than it might be in the absence of those sales or perceptions.

As of April 30, 2020, Snow Phipps beneficially owned approximately 37% of our outstanding common stock and TOBI beneficially owned approximately 24% of our outstanding common stock. In connection with our IPO we entered into a registration rights agreement with Snow Phipps, TOBI, certain other stockholders, and certain members of our management and directors which, among other things, gives Snow Phipps and TOBI and their respective affiliates the right to cause us to file registration statements under the Securities Act covering their shares of our common stock, or to include the shares of common stock held by such stockholders in registration statements that we may file. If we were to include common stock held by such stockholders in a registration statement initiated by us, those additional shares could impair our ability to raise needed capital by depressing the price at which we could sell common stock.

You should not rely on lock-up agreements in connection with our IPO to limit the amount of common stock sold into the market.

In connection with our IPO, we, Snow Phipps, TOBI, certain other stockholders, and certain members of our management and directors entered into lock-up agreements that, subject to limited exceptions, required us and such persons not to issue, sell or transfer, as applicable, shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock, or to file a registration statement under the Securities Act with respect to our common stock or any securities convertible into or exercisable or exchangeable for our common stock, or to publicly disclose the intention to do any of the above until July 15, 2020, without the prior written consent of Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and JMP Securities LLC. However, Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and JMP Securities LLC may, at any time, release all or a portion of the securities subject to these lock-up agreements. If the restrictions under the lock-up agreements with the persons or entities subject to the lock-up agreements are waived or terminated, or upon expiration of the lock-up periods, approximately 11,749,994 shares will be available for sale into the market, subject only to applicable securities rules and regulations. These sales or a perception that these sales may occur could reduce the market price for our common stock.

We have not historically paid dividends on our common stock and, as a result, your only opportunity to achieve a return on your investment may be if the price of our common stock appreciates.

We have not declared or paid cash dividends to date on our common stock and do not intend to pay dividends for the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support our operations and to finance the growth and development of our business. Any determination to declare or pay dividends in the future will be at the discretion of our board of directors, subject to applicable laws and dependent upon a number of factors, including our earnings, capital requirements, overall financial conditions and limitations in our debt instruments. In addition, our ability to pay dividends on our common stock is currently limited by the covenants of our warehouse repurchase facilities and other credit facilities and may be further restricted by the terms of any future debt or preferred securities. Accordingly, your only opportunity to achieve a return on your investment in our company may be if the market price of our common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our core market, our stock price and trading volume could decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business or industry. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business or industry, the price of our stock could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

There can be no assurance that we will not inadvertently originate or acquire a consumer loan. If we were to originate or acquire such a loan, we would be required to comply with these laws and any breach of such laws could subject us to monetary penalties or give the borrowers a rescission right. Lawsuits have been brought in various states making claims against assignees or purchasers of high cost loans for violations of state law. If any of our loans are found to have been originated in violation of predatory or abusive lending laws, we could incur losses, which could materially and adversely impact our business, results of operations and financial condition.

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

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits listed in the accompanying index to exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


		Incorporated by Reference
Exhibit Number	Exhibit Title	Form	File No.	Exhibit	Filing Date

3.1	Certificate of Conversion	8-K	001-39183	3.1	1/22/2020

3.2	Certificate of Incorporation of Velocity Financial, Inc.	8-K	001-39183	3.2	1/22/2020

3.3	Bylaws of Velocity Financial, Inc.	8-K	001-39183	3.3	1/22/2020

3.4	Certificate of Designation of Series A Convertible Preferred Stock of Velocity Financial, Inc.	8-K	001-39183	3.1	4/7/2020

4.1	Form of Warrant to Purchase Common Stock	8-K	001-39183	4.1	4/7/2020

10.1	Stockholders Agreement, dated as of January 16, 2020	10-K	001-39183	10.1	4/7/2020

10.2	Registration Rights Agreement, dated as of January 16, 2020	10-K	001-39183	10.2	4/7/2020

10.3	Velocity Financial, Inc. 2020 Omnibus Incentive Plan*	8-K	001-39183	10.1	1/22/2020

10.4	Form of Nonqualified Stock Option Award Notice and Agreement under the 2020 Omnibus Incentive Plan*	S-1/A	333-234250	10.6	1/6/2020

10.5	Form of Nonqualified Stock Option Award Notice and Agreement (Director Grant-IPO) under the 2020 Omnibus Incentive Plan*	S-1/A	333-234250	10.7	1/6/2020

10.6	Form of Nonqualified Stock Option Award Notice and Agreement (Executive Officer Grant-IPO) under the 2020 Omnibus Incentive Plan*	S-1/A	333-234250	10.8	1/6/2020

10.7	Form of Restricted Stock Unit Grant and Agreement (Director Grant) under the 2020 Omnibus Incentive Plan*	S-1/A	333-234250	10.9	1/6/2020

10.8	Form of Restricted Stock Unit Grant and Agreement (Standard Grant) under the 2020 Omnibus Incentive Plan*	S-1/A	333-234250	10.10	1/6/2020

10.9	Form of Restricted Stock Grant and Agreement under the 2020 Omnibus Incentive Plan*	S-1/A	333-234250	10.11	1/6/2020

10.10	Amendment No. 2 to the Credit Agreement among Velocity Financial, LLC, Velocity Commercial Capital, LLC and Owl Rock Capital Corporation, dated as of February 5, 2020	10-K	001-39183	10.39(b)	4/7/2020

10.11	Form of Officer and Director Indemnity Agreement*	S-1/A	333-234250	10.37	11/6/2019

10.12	Securities Purchase Agreement, dated as of April 5, 2020	8-K	001-39183	10.1	4/6/2020

10.13	Registration Rights Agreement, dated as of April 7, 2020	8-K	001-39183	10.1	4/7/2020

10.14	Voting and Support Agreement, dated April 5, 2020, between Velocity Financial, Inc. and Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P.	8-K	001-39183	10.2	4/7/2020


10.15	Voting and Support Agreement, dated April 5, 2020, between Velocity Financial, Inc. and TOBI III SPE I LLC	8-K	001-39183	10.3	4/7/2020

31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

32.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*	Management contract or compensatory plan or arrangement.

+	This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act

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.

	VELOCITY FINANCIAL, INC.

Date: May 14, 2020	By:	/s/ Christopher D. Farrar
		Christopher D. Farrar
		Chief Executive Officer

Date: May 14, 2020	By:	/s/ Mark R. Szczepaniak
		Mark R. Szczepaniak
		Chief Financial Officer