UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event reported): May 31, 2023
READY CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 001-35808 | 90-0729143 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1251 Avenue of the Americas, 50th Floor
New York, NY 10020
(212) 257-4600
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | RC | New York Stock Exchange |
| 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share | RC PRC | New York Stock Exchange |
| 6.50% Series E Cumulative Redeemable Preferred Stock, $0.0001 par value per share | RC PRE | New York Stock Exchange |
| 6.20% Senior Notes due 2026 | RCB | New York Stock Exchange |
| 5.75% Senior Notes due 2026 | RCC | New York Stock Exchange |
| 9.00% Senior Notes due 2029 | RCD | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
On May 31, 2023 (the “Closing Date”), Ready Capital Corporation (“Ready Capital”) consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 26, 2023 (the “Broadmark Merger Agreement”), by and among Ready Capital, RCC Merger Sub, LLC, a wholly owned subsidiary of Ready Capital (“Broadmark Merger Sub”), and Broadmark Realty Capital Inc. (“Broadmark”). Pursuant to the Broadmark Merger Agreement, on the Closing Date, Broadmark merged with and into Broadmark Merger Sub, with Broadmark Merger Sub continuing as the surviving company (the “Broadmark Merger”).
This Current Report on Form 8-K is being filed to provide the pro forma financial information described below.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Unaudited pro forma condensed combined financial information with respect to the Broadmark Merger is filed as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of February 26, 2023, by and among Ready Capital Corporation, RCC Merger Sub, LLC and Broadmark Realty Capital Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Ready Capital Corporation on May 31, 2023). | |
| 99.1* | Unaudited pro forma condensed combined financial information of Ready Capital Corporation for the year ended December 31, 2023. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| READY CAPITAL CORPORATION | ||
| Date: December 26, 2024 | By: | /s/ Andrew Ahlborn |
| Name: | Andrew Ahlborn | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
On May 31, 2023, Ready Capital Corporation, a Maryland corporation (the “Company” or “Ready Capital”), and RCC Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ready Capital (the “RCC Merger Sub”), consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of February 26, 2023 (the “Merger Agreement”), with Broadmark Realty Capital Inc., a Maryland corporation (the “Broadmark”), pursuant to which Broadmark merged with and into RCC Merger Sub, with RCC Merger Sub continuing as the surviving company and a subsidiary of the Company (the “Merger”).
Upon completion of the Merger (the “Effective Time”) and under the terms of the Merger Agreement, each outstanding share of common stock, par value $0.001 per share, of Broadmark (the “Broadmark Common Stock”) (other than shares held by Ready Capital or RCC Merger Sub or by any wholly owned subsidiary of Ready Capital, RCC Merger Sub or Broadmark, which were automatically cancelled and retired and ceased to exist) was converted into the right to receive from Ready Capital 0.47233 (the “Exchange Ratio”) newly issued shares of common stock, par value $0.0001 per share, of Ready Capital (“Ready Capital Common Stock”). No fractional shares of Ready Capital Common Stock were issued in the Merger, and the value of any fractional interests to which a former holder of Broadmark Common Stock was otherwise entitled was paid in cash.
As of the Effective Time, each award of restricted stock units that was not a Broadmark Performance RSU Award granted pursuant to the Broadmark Equity Plan (each a “Broadmark RSU Award”) was assumed by Ready Capital and converted into an award of restricted stock units with respect to a number of shares of Ready Capital Common Stock equal to the product of (i) the total number of shares of Broadmark Common Stock subject to such Broadmark RSU Award as of immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded to the nearest whole share), on the same terms and conditions as were applicable to such Broadmark RSU Award as of immediately prior to the Effective Time.
The unaudited pro forma condensed combined statement of income is presented for the year ended December 31, 2023. The historical results of Ready Capital were derived from its audited consolidated statement of income for the year ended December 31, 2023, that was included in its Annual Report on Form 10-K for the year then ended, filed on February 28, 2024. The historical results of Broadmark were derived from its unaudited consolidated statement of income for the five months ended May 31, 2023. The transactions are reflected in the combined company’s consolidated balance sheets as of September 30, 2024 and consolidated statement of income for the nine-month period ended September 30, 2024. Therefore, the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of income for the nine-month period ended September 30, 2024 are not presented in the following unaudited pro forma condensed combined financial information.
The adjustments for the unaudited pro forma condensed combined statement of income for the year ended December 31, 2023, were prepared assuming the Merger was completed on January 1, 2023. Assuming the Merger was completed on January 1, 2023, the increase in equity of the combined company would have resulted in an increase in the management fees under the Amended and Restated Management Agreement, dated as of May 9, 2016 (as amended, the “Ready Capital Management Agreement), among Ready Capital, certain of Ready Capital’s subsidiaries and Waterfall Asset Management, LLC (the “Ready Capital Manager”). The unaudited pro forma condensed combined statement of income may not be indicative of the results of operations that would have occurred if the events reflected therein had been in effect on the dates indicated or the results which may be obtained in the future. In preparing the unaudited pro forma condensed combined statement of income, no adjustments have been made to reflect the potential operating synergies and administrative cost savings or the costs of integration activities that could result from the combination of Ready Capital and Broadmark. Transaction accounting adjustments are not expected to have any tax provision impact as all activities will occur under subsidiaries of Ready Capital.
The following unaudited pro forma condensed combined statement of income has been prepared for illustrative purposes only and has been adjusted to reflect certain reclassifications in order to conform to Ready Capital’s financial statement presentation. The unaudited pro forma condensed combined statement of income was prepared using the acquisition method of accounting for business combinations pursuant to ASC 805, Business Combinations, with Ready Capital considered the acquirer for accounting purposes. The statement is not necessarily indicative of the results of operations in future periods or the results that actually would have been realized had Ready Capital and Broadmark been combined during the specified period. The following unaudited pro forma condensed combined statement of income, including the notes thereto, is qualified in its entirety by reference to, and should be read in conjunction with, the historical financial statements referred to above and other information relating to Ready Capital contained in its Annual Report on Form 10-K for the year ended December 31, 2023.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2023
| Ready Capital | Broadmark | |||||||||||||||||
| Corporation | Broadmark | Financial | Transaction | |||||||||||||||
| (Accounting | (Accounting | Statement | Accounting | |||||||||||||||
| (In Thousands, except share data) | Acquirer) | Acquiree) | Adjustments (B) | Adjustments | Pro Forma Combined | |||||||||||||
| Interest income | 945,814 | 31,778 | - | - | 977,592 | |||||||||||||
| Interest expense | (716,468 | ) | (4,771 | ) | - | - | (721,239 | ) | ||||||||||
| Net interest income before provision for loan losses | 229,346 | 27,007 | - | - | 256,353 | |||||||||||||
| Recovery of (provision for) loan losses | (7,230 | ) | (4,634 | ) | - | - | (11,864 | ) | ||||||||||
| Net interest income after recovery of (provision for) loan losses | 222,116 | 22,373 | - | - | 244,489 | |||||||||||||
| Non-interest income | ||||||||||||||||||
| Net realized gain on financial instruments and real estate owned | 65,008 | - | (27) | f | - | 64,981 | ||||||||||||
| Net unrealized gain (loss) on financial instruments | 9,718 | - | - | - | 9,718 | |||||||||||||
| Servicing income | 21,161 | - | - | - | 21,161 | |||||||||||||
| Income on purchased future receivables, net | 2,387 | - | - | - | 2,387 | |||||||||||||
| Income (loss) on unconsolidated joint ventures | (905 | ) | - | - | (905 | ) | ||||||||||||
| Other income | 103,127 | - | 8,913 | a, b | - | 112,040 | ||||||||||||
| Fee income | - | 7,300 | (7,300) | a | - | - | ||||||||||||
| Real property revenue from operations | - | 1,613 | (1,613) | b | - | - | ||||||||||||
| Bargain purchase gain | 207,972 | - | - | (18,306) | C2 | 189,666 | ||||||||||||
| Total non-interest income | 408,468 | 8,913 | (27 | ) | (18,306 | ) | 399,048 | |||||||||||
| Non-interest expense | ||||||||||||||||||
| Employee compensation and benefits | (81,530 | ) | (7,263 | ) | - | - | (88,793 | ) | ||||||||||
| Allocated employee compensation and benefits from related party | (10,837 | ) | - | - | - | (10,837 | ) | |||||||||||
| Professional fees | (34,738 | ) | - | (2,013) | d | - | (36,751 | ) | ||||||||||
| Management fees - related party | (25,103 | ) | - | - | (3,522) | C1 | (28,625 | ) | ||||||||||
| Incentive fees - related party | (1,791 | ) | - | - | - | (1,791 | ) | |||||||||||
| Loan servicing expense | (40,811 | ) | - | - | - | (40,811 | ) | |||||||||||
| Transaction related expenses | (17,764 | ) | (13,330 | ) | - | - | (31,094 | ) | ||||||||||
| Other operating expenses | (59,591 | ) | - | (10,901) | c, d, e | - | (70,492 | ) | ||||||||||
| General and administrative | - | (6,044 | ) | 6,044 | d | - | - | |||||||||||
| Real property operating expenses and depreciation | - | (5,866 | ) | 5,866 | c | - | - | |||||||||||
| Goodwill impairment | - | - | - | - | - | |||||||||||||
| Gain on sale of real property | - | (27 | ) | 27 | f | - | - | |||||||||||
| Impairment on real property | - | (1,004 | ) | 1,004 | e | - | - | |||||||||||
| Total non-interest expense | (272,165 | ) | (33,534 | ) | 27 | (3,522 | ) | (309,194 | ) | |||||||||
| Income before provision for income taxes | 358,419 | (2,248 | ) | (782 | ) | (21,828 | ) | 334,343 | ||||||||||
| Income tax provision | (7,174 | ) | - | - | - | (7,174 | ) | |||||||||||
| Net income from continuing operations | 351,245 | (2,248 | ) | - | (21,828 | ) | 327,169 | |||||||||||
| Income (loss) from discontinued operations before benefit (provision) for income taxes | (3,779 | ) | - | - | - | (3,779 | ) | |||||||||||
| Income tax benefit (provision) | 945 | - | - | - | 945 | |||||||||||||
| Net income (loss) from discontinued operations | (2,834 | ) | - | - | - | (2,834 | ) | |||||||||||
| Net income | 348,411 | (2,248 | ) | - | (21,828 | ) | 324,335 | |||||||||||
| Less: Dividends on preferred stock | 7,997 | - | - | - | 7,997 | |||||||||||||
| Less: Net income attributable to non-controlling interest | 8,960 | - | - | (219 | ) | 8,741 | ||||||||||||
| Net income attributable to Ready Capital Corporation | 331,454 | (2,248 | ) | - | (21,609 | ) | 307,597 | |||||||||||
| Earnings per common share from continuing operations - basic | 2.27 | (0.02 | ) | - | (0.35 | ) | 2.11 | |||||||||||
| Earnings per common share from discontinued operations - basic | (0.02 | ) | - | - | - | (0.02 | ) | |||||||||||
| Total earnings per common share - basic | 2.25 | (0.02 | ) | - | (0.35 | ) | 2.09 | |||||||||||
| Earnings per common share from continuing operations - diluted | 2.24 | (0.02 | ) | - | (0.35 | ) | 2.08 | |||||||||||
| Earnings per common share from discontinued operations - diluted | (0.02 | ) | - | - | - | (0.02 | ) | |||||||||||
| Total earnings per common share - diluted | 2.22 | (0.02 | ) | - | (0.35 | ) | 2.06 | |||||||||||
| Weighted-average shares outstanding | ||||||||||||||||||
| Basic | 146,841,594 | 131,736,643 | - | 62,229,429 | 146,841,594 | |||||||||||||
| Diluted | 148,567,026 | 132,055,531 | - | 62,229,429 | 148,567,026 | |||||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(A) Basis of Presentation
Under the terms of the Merger Agreement, in connection with the Merger, each outstanding share of Broadmark Common Stock (other than shares held by Ready Capital or RCC Merger Sub or by any wholly owned subsidiary of Ready Capital, RCC Merger Sub or Broadmark, which were automatically cancelled and retired and ceased to exist) was converted into the right to receive from Ready Capital 0.47233 newly issued shares of Ready Capital Common Stock. No fractional shares of Ready Capital Common Stock were issued in the Merger, and the value of any fractional interests to which a former holder of Broadmark Common Stock was otherwise entitled was paid in cash.
On May 31, 2023, Ready Capital completed the Merger and issued 62.2 million shares of Ready Capital Common Stock to the former holders of Broadmark Common Stock. The total purchase price for the Merger of $637.2 million consisted of the Ready Capital Common Stock issued based on a share price of $10.24, or the opening price of a share of Ready Capital Common Stock on the acquisition date.
Upon the closing of the Merger and after giving effect to the issuance of shares of Ready Capital Common Stock as consideration in the Merger, Ready Capital’s historical stockholders owned approximately 64% of the outstanding Ready Capital Common Stock, while historical Broadmark stockholders owned approximately 36% of the outstanding Ready Capital Common Stock.
| Calculation of Bargain
Purchase Gain (in thousands) |
||||
| Net asset value of Broadmark | $ | 904,288 | ||
| Fair value adjustments (1) | $ | (77,393 | ) | |
| Fair value of net assets acquired | $ | 826,895 | ||
| Shares of Ready Capital Common Stock issued | 62,229,429 | |||
| Fair value per share of Ready Capital Common Stock(2) | $ | 10.24 | ||
| Total consideration transferred based on fair value of Ready Capital Common Stock to be issued | $ | 637,229 | ||
| Bargain purchase gain | $ | 189,666 |
| (1) | Relates to fair value adjustments to the assets and liabilities acquired, which are primarily comprised of a $58 million impairment to Real estate owned, held for sale. |
| (2) | The opening share price of Ready Capital Common Stock as of May 31, 2023. |
(B) Accounting Presentation and Policies
Financial Statement Reclassifications
The unaudited pro forma condensed combined statement of income has been compiled in a manner consistent with the accounting policies adopted by Ready Capital. Certain balances from the consolidated statement of income of Broadmark were reclassified to conform the presentation to that of Ready Capital.
The following Statement of Income reclassifications have been made from Broadmark’s income statement information derived from its unaudited statement of operations for the five months ended May 31, 2023:
| a) | Reclassified Fee income to Other income. |
| b) | Reclassified Real property revenue from operations to Other income. |
| c) | Reclassified Real property operating expenses and depreciation to Other operating expenses. |
| d) | Reclassified General and administrative to Other operating expenses and Professional fees. |
| e) | Reclassified Impairment on real property to Other operating expenses. |
| f) | Reclassified Gain on sale of real property to Net realized gain on financial instruments and real estate owned. |
(C) Pro Forma Merger Adjustments
The unaudited pro forma combined statement of income for the year ended December 31, 2023, reflects the following adjustments:
| C1) | Assumes an adjustment for management fees given the increase in equity from the Merger, assuming it was completed on January 1, 2023. Adjustment relates to the impact of the management fees under the Ready Capital Management Agreement Pursuant to the terms of the Ready Capital Management Agreement, the Ready Capital Manager is paid a management fee calculated and payable quarterly in arrears equal to 1.5% per annum of Ready Capital’s stockholders’ equity (as defined in the Ready Capital Management Agreement) up to $500 million and 1.00% per annum of stockholders’ equity in excess of $500 million. |
| C2) | Adjustment relates to bargain purchase gain from the Merger. |
Earnings Per Share
The unaudited pro forma adjustment to shares outstanding used in the calculation of basic and diluted earnings per share are based on the combined basic and diluted weighted average shares, after giving effect to the Exchange Ratio, as follows (in thousands, except share data):
| For the year ended December 31, 2023 |
||||
| Numerator: | ||||
| Net income attributable to common stockholders - Ready Capital | $ | 331,454 | ||
| Net income (loss) attributable to common stockholders - Broadmark | $ | (2,248 | ) | |
| Pro Forma Merger Adjustments | $ | (21,609 | ) | |
| Net income attributable to common stockholders - Combined Company | $ | 307,597 | ||
| Denominator: | ||||
| Ready Capital weighted average common shares outstanding - basic | 146,841,594 | |||
| Ready Capital Common Stock issued to Broadmark stockholders | 62,229,429 | |||
| Pro forma weighted average common shares outstanding – basic | 146,841,594 | |||
| Effect of dilutive shares | 1,725,432 | |||
| Pro forma weighted average common shares outstanding - diluted | 148,567,026 | |||
| Basic per common share data: | ||||
| Net income per weighted average common share | 2.09 | |||
| Diluted per common share data: | ||||
| Net income per weighted average common share | 2.06 | |||