KKR Real Estate Finance Trust (KREF) - 2020 Q4 - Annual Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-K This section presents the annual report filed with the SEC under the Securities Exchange Act of 1934 DOCUMENTS INCORPORATED BY REFERENCE This section lists documents incorporated by reference into this annual report INDEX This section provides a comprehensive table of contents for the entire report CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This section warns readers about the inherent uncertainties and risks associated with forward-looking statements in the report SUMMARY OF MATERIAL RISKS This section outlines the most significant risks that could materially affect the company's business and financial results PART I This part covers the company's business, risk factors, properties, legal proceedings, and mine safety disclosures ITEM 1. BUSINESS KREF is a real estate finance company primarily operating by originating and acquiring transitional senior loans supported by institutional-grade commercial real estate, aiming for capital preservation and attractive risk-adjusted returns for shareholders through dividends - KREF is a real estate finance company primarily operating by originating and acquiring transitional senior loans supported by institutional-grade commercial real estate[19] - The company's investment objective is capital preservation and creating attractive risk-adjusted returns for shareholders through dividends[19] - KREF is externally managed by KKR Real Estate Finance Manager LLC, an indirect subsidiary of KKR, and operates as a REIT listed on the New York Stock Exchange under the ticker symbol "KREF"[21][22][23] 2020 Portfolio Overview as of December 31 | Metric | Amount/Ratio | | :--------------------------------- | :---------- | | Total Portfolio | $4,997.8 million | | Primary Components | Senior Loans, Mezzanine Loans, CMBS B-Pieces | | Primary Investment Strategy | Origination of Floating-Rate Transitional Senior Loans | | Portfolio Composition (by Type) | 99.9% Floating Rate | | Portfolio Composition (by Geography) | 100% Located in the U.S. | | Book Value | $1,043.6 million | | Outstanding Principal | $4,997.8 million | Our Company This section details the company's foundational structure and operational model Our Manager and KKR This section describes the external management structure and relationship with KKR Our Investment Strategy This section outlines the company's approach to identifying and executing investment opportunities Our Target Assets This section specifies the types of assets the company aims to acquire or originate Our Portfolio This section presents an overview of the company's current investment holdings and their characteristics Our Financing Strategy This section explains the methods and sources used to fund the company's investment activities Investment Guidelines This section defines the parameters and criteria governing the company's investment decisions Impact of Interest Rate Environment This section analyzes how changes in interest rates affect the company's financial performance Taxation of the Company This section discusses the tax implications and REIT status of the company Competition This section identifies the competitive landscape and factors influencing the company's market position Human Capital This section addresses the company's approach to managing its workforce and talent Additional Information Available This section indicates where further public information about the company can be accessed ITEM 1A. RISK FACTORS This section details various risks that could materially and adversely affect the company's business, financial condition, and operating results, including those related to the COVID-19 pandemic, lending and investment activities, financing and hedging, relationships with the manager, legal and regulatory matters, and REIT status - The COVID-19 pandemic has severely disrupted the company's business, financial performance, operating results, and cash flows, potentially leading to borrower defaults, capital market instability, difficulty estimating loan loss reserves, and deteriorating real estate performance[56][57] - The company faces intense market competition, which may limit its ability to acquire desirable loans and investments and impact asset yields[63] - Fluctuations in interest rates and credit spreads may reduce income from loans and investments, affect cash flows and investment market values, and potentially impair the ability to pay dividends to shareholders[68][69] - The company relies on its external manager and its personnel, and termination of the management agreement or loss of key personnel could materially and adversely affect its performance[157] - Failure to maintain REIT qualification would result in the company being taxed as a regular corporation and could lead to substantial tax liabilities[196] Risks Related to the COVID-19 Pandemic This section highlights the adverse impacts and uncertainties stemming from the COVID-19 pandemic on business operations Risks Related to Our Lending and Investment Activities This section addresses potential challenges and losses associated with the company's core lending and investment operations Risks Related to Our Financing and Hedging This section covers risks related to funding strategies, debt obligations, and derivative instruments Risks Related to Our Relationship with Our Manager and Its Affiliates This section examines potential conflicts of interest and dependencies arising from the external management structure Legal and Regulatory Risks This section discusses the potential impact of legal proceedings, compliance requirements, and regulatory changes Risks Related to Our REIT Status and Certain Other Tax Considerations This section outlines the specific tax-related risks, particularly concerning the company's REIT qualification Structural, Organizational and Operational Risks This section identifies risks inherent in the company's organizational structure, internal processes, and day-to-day operations ITEM 1B. UNRESOLVED STAFF COMMENTS There are no unresolved staff comments in this company report - There are no unresolved staff comments in this company report[256] ITEM 2. PROPERTIES The company's main administrative office is located at 30 Hudson Yards, Suite 7500, New York, New York, and it does not own any real estate but considers existing facilities sufficient for business management and operations - The company's main administrative office is located at 30 Hudson Yards, Suite 7500, New York, New York[257] - The company does not own any real estate but considers existing facilities sufficient for business management and operations[257] ITEM 3. LEGAL PROCEEDINGS As of December 31, 2020, the company was not involved in any material legal proceedings - As of December 31, 2020, the company was not involved in any material legal proceedings[258] ITEM 4. MINE SAFETY DISCLOSURES This disclosure is not applicable - This disclosure is not applicable[259] PART II This part covers market information for common equity, selected financial data, management's discussion and analysis, and financial statements ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS This section discusses the company's common stock trading on the NYSE, dividend policy, shareholder return performance, equity compensation plans, and stock repurchase programs, with 26 registered common stock shareholders as of February 11, 2021, and an aim to distribute at least 90% of taxable income annually to maintain REIT qualification - As of February 11, 2021, the company had 26 registered common stock shareholders[261] - The company aims to maintain REIT qualification by distributing at least 90% of its taxable income annually[262] Common Stock Dividends for 2020 and 2019 | Declaration Date | Record Date | Payment Date | Amount Per Share | | :--------- | :--------- | :--------- | :------- | | 2020 | | | | | March 16, 2020 | March 31, 2020 | April 15, 2020 | $0.43 | | June 15, 2020 | June 30, 2020 | July 15, 2020 | $0.43 | | September 15, 2020 | September 30, 2020 | October 15, 2020 | $0.43 | | December 15, 2020 | December 31, 2020 | January 15, 2021 | $0.43 | | 2019 | | | | | March 18, 2019 | March 29, 2019 | April 12, 2019 | $0.43 | | June 14, 2019 | June 28, 2019 | July 15, 2019 | $0.43 | | September 13, 2019 | September 30, 2019 | October 16, 2019 | $0.43 | | December 16, 2019 | December 31, 2019 | January 15, 2020 | $0.43 | Equity Compensation Plan Information as of December 31, 2020 | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column 1) | | :--------------------------------- | :--------------------------------- | :--------------------------------- | :--------------------------------------------------------------------------------- | | Equity compensation plans approved by security holders | 787,942 | $— | 2,932,529 | | Equity compensation plans not approved by security holders | — | $— | — | | Total | 787,942 | $— | 2,932,529 | - The company repurchased 2,037,637 shares of common stock in 2020 at an average price of $12.27 per share, totaling $25.0 million[271] Dividends This section details the company's dividend declaration and payment history Stockholder Return Performance This section compares the company's stock performance against relevant market indices Equity Compensation Plan Information This section provides data on outstanding options, warrants, and securities available for future issuance under equity plans Issuer Purchases of Equity Securities This section reports on any share repurchase programs undertaken by the company ITEM 6. SELECTED FINANCIAL DATA This section provides selected consolidated financial data for the years ended December 31, 2020, and prior periods, including operating, per share, and balance sheet data, intended to be read in conjunction with management's discussion and analysis and the consolidated financial statements Selected Consolidated Financial Data (as of December 31, 2020) | (In thousands, except ratios, shares, and per share data) | December 31, 2020 | December 31, 2019 | December 31, 2018 | December 31, 2017 | December 31, 2016 | | :------------------------------------------------- | :------------- | :------------- | :------------- | :------------- | :------------- | | Operating Data: | | | | | | | Interest income | $269,188 | $274,335 | $183,575 | $83,145 | $32,659 | | Interest expense | 127,312 | 158,860 | 85,017 | 21,224 | 7,432 | | Total Net Interest Income | 141,876 | 115,475 | 98,558 | 61,921 | 25,227 | | Other income | 1,281 | 5,998 | 20,093 | 17,688 | 15,968 | | Total Net Revenue | 143,157 | 121,473 | 118,651 | 79,609 | 41,195 | | Operating expenses | 88,348 | 30,929 | 28,914 | 18,428 | 8,569 | | Net income (loss) attributable to KKR Real Estate Finance Trust Inc. and subsidiaries | 54,397 | 89,965 | 89,744 | 59,062 | 31,157 | | Net Income (Loss) Attributable to Common Stockholders | $53,553 | $90,492 | $87,293 | $58,818 | $31,141 | | Per Share Data: | | | | | | | Net income (loss) per common share - Diluted | $0.96 | $1.57 | $1.58 | $1.30 | $1.61 | | Dividends declared per common share | $1.72 | $1.72 | $1.69 | $1.62 | $1.22 | | Book value per common share | $18.76 | $19.52 | $19.66 | $19.73 | $20.60 | | Leverage ratio | 3.6 | 3.4 | 2.5 | 0.8 | 0.7 | | Balance Sheet Data (Period End): | | | | | | | Total assets | $4,965,612 | $5,057,018 | $4,151,590 | $2,137,967 | $951,829 | | Collateralized financing agreements, net | 2,574,747 | 2,884,887 | 1,951,049 | 964,800 | 439,144 | | Collateralized loan obligations, net | 810,000 | 803,376 | 800,346 | — | — | | Secured term loan, net | 288,028 | — | — | — | — | | Convertible notes, net | 140,465 | 139,075 | 137,688 | — | — | | Total KKR Real Estate Finance Trust Inc. stockholders' equity | 1,043,554 | 1,122,018 | 1,132,342 | 1,059,145 | 497,698 | | Total Equity | $1,045,406 | $1,123,712 | $1,135,188 | $1,063,184 | $508,067 | ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides a detailed analysis of the company's financial condition and operating results for fiscal year 2020, highlighting operational outcomes, investment activities, financing strategies, and capital market activities, with net income attributable to common stockholders of $53.6 million, diluted EPS of $0.96, and declared dividends of $1.72 per common share, alongside a $5.0 billion portfolio with 97.7% performing loans and 99.2% floating-rate loans, and increased non-mark-to-market financing to mitigate market volatility 2020 Operating Highlights | Metric | 2020 | | :--------------------------------- | :--------------------------------- | | Net Income Attributable to Common Stockholders | $53.6 million | | Diluted Net Income Per Share | $0.96 | | Distributable Earnings | $109.3 million | | Diluted Distributable Earnings Per Share | $1.95 | | Common Stock Dividends Declared | $1.72 | | Total Portfolio | $5.0 million | | Portfolio Performing Rate | 97.7% | | Portfolio Floating Rate Percentage | 99.2% | | Portfolio Weighted Average LTV | 67% | | Non-Mark-to-Market Financing | $3.2 million (83% of total financing) | | Stock Repurchases | 2,037,637 shares, totaling $25.0 million | | Book Value | $1,043.6 million | | Book Value Per Common Share | $18.76 | Earnings Per Share and Dividends for 2020 and 2019 | Metric | Year Ended December 31, 2020 | Year Ended December 31, 2019 | | :--------------------------------- | :-------------------- | :-------------------- | | Net Income Attributable to Common Stockholders | $53,553 | $90,492 | | Basic Net Income Per Share | $0.96 | $1.58 | | Diluted Net Income Per Share | $0.96 | $1.57 | | Dividends Declared Per Share | $1.72 | $1.72 | Distributable Earnings for 2020 and 2019 | Metric | Year Ended December 31, 2020 | Year Ended December 31, 2019 | | :--------------------------------- | :-------------------- | :-------------------- | | Net Income Attributable to Common Stockholders | $53,553 | $90,492 | | Adjustments (non-cash equity compensation, unrealized gains/losses, credit loss provision, etc.) | 55,768 | 5,820 | | Distributable Earnings | $109,321 | $96,313 | | Diluted Distributable Earnings Per Share | $1.95 | $1.67 | Book Value Per Share for 2020 and 2019 | Metric | December 31, 2020 | December 31, 2019 | | :--------------------------------- | :-------------- | :-------------- | | KKR Real Estate Finance Trust Inc. Stockholders' Equity | $1,043,554 | $1,122,018 | | Common Shares Outstanding at Period End | 55,619,428 | 57,486,583 | | Book Value Per Common Share | $18.76 | $19.52 | | Impact of CECL Credit Loss Provision (per share) | ($1.09) | — | | Impact of Loan Write-offs (per share) | ($0.08) | — | Changes in Operating Expenses for 2020 and 2019 | Operating Expense Category | 2020 | 2019 | Change Amount | Percentage Change | | :--------------------- | :----- | :----- | :----- | :--------- | | Total Operating Expenses | $88,348 | $30,929 | $57,419 | 185.6% | | Provision for Credit Losses | $50,344 | $— | $50,344 | 100.0% | | Manager Incentive Compensation | $6,774 | $3,272 | $3,502 | 107.0% | | Non-cash Equity Compensation Expense | Increased by $1.6 million | | | | | Non-recurring Failed Transaction Costs | $2.0 million | | | | Sources of Liquidity for 2020 and 2019 | Source of Liquidity | December 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :--------------------------------- | :----------------------- | :----------------------- | | Cash and Cash Equivalents | $110,832 | $67,619 | | Available Borrowings Under Revolving Credit Agreement | $335,000 | $250,000 | | Available Borrowings Under Master Repurchase Agreements | $19,319 | $6,174 | | Available Borrowings Under Term Loan Financing Facilities | $— | $41,364 | | Available Borrowings Under Term Lending Agreement | $— | $15,922 | | Available Borrowings Under Warehouse Facilities | $— | $— | | Available Borrowings Under Asset Specific Financings | $800 | $2,592 | | Principal Repayments Receivable on Loans | $15,850 | $— | | Total | $481,801 | $383,671 | Introduction This section provides an overview and context for the management's discussion and analysis 2020 Highlights This section summarizes key achievements and financial performance indicators for the year 2020 Key Financial Measures and Indicators This section discusses the primary financial metrics used to evaluate the company's performance Earnings (Loss) Per Share and Dividends Declared This section analyzes the company's profitability on a per-share basis and its dividend distributions Distributable Earnings This section explains the calculation and significance of distributable earnings for shareholders Book Value per Share This section examines the company's book value on a per-share basis and its changes Our Portfolio This section provides a detailed breakdown and analysis of the company's investment portfolio Portfolio Surveillance and Credit Quality This section describes the processes for monitoring investment performance and assessing credit risk CMBS B-Piece Investments This section details the company's investments in Commercial Mortgage-Backed Securities B-Pieces Portfolio Financing This section explains the financing structures and strategies used for the investment portfolio Financing Agreements This section outlines the various agreements used to secure funding for the company's operations Master Repurchase Agreements This section describes the terms and conditions of the company's master repurchase agreements Term Loan Financing This section details the company's term loan financing arrangements Term Lending Agreement This section explains the specific terms of the company's term lending agreements Warehouse Facility This section describes the company's warehouse financing facilities Asset Specific Financing This section details financing arrangements tied to specific assets Revolving Credit Agreement This section outlines the terms of the company's revolving credit facilities Collateralized Loan Obligations This section explains the company's collateralized loan obligations Loan Participations Sold This section describes the company's activities in selling loan participations Non-Consolidated Senior Interests This section details the company's non-consolidated senior interests Secured Term Loan This section explains the company's secured term loan arrangements Convertible Notes This section describes the company's convertible notes and their terms Borrowing Activities This section summarizes the company's debt issuance and repayment activities Results of Operations This section analyzes the company's financial performance over specific periods Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 This section compares the company's operating results for the fiscal years 2020 and 2019 Year Ended December 31, 2019 Compared to Year Ended December 31, 2018 This section compares the company's operating results for the fiscal years 2019 and 2018 COVID-19 Impact This section assesses the specific effects of the COVID-19 pandemic on the company's operations and financial health Liquidity and Capital Resources This section discusses the company's ability to meet short-term obligations and fund long-term growth Overview This section provides a general summary of the company's liquidity and capital position Debt-to-Equity Ratio and Total Leverage Ratio This section analyzes the company's financial leverage and debt management Sources of Liquidity This section identifies the various channels through which the company obtains liquid funds Cash Flows This section examines the company's cash generation and utilization from operating, investing, and financing activities Contractual Obligations and Commitments This section details the company's future payment obligations and other contractual agreements Recent Market Conditions This section discusses prevailing market trends and their potential influence on the company Subsequent Events This section reports on significant events that occurred after the balance sheet date Off-Balance Sheet Arrangements This section describes financial arrangements not recognized on the company's balance sheet Critical Accounting Policies and Use of Estimates This section explains the significant accounting policies and judgments that materially affect financial reporting Interest Income Recognition This section details the methods used to recognize interest income from loans and investments Allowance for Loan Losses This section explains the methodology for estimating and recording provisions for potential loan losses Income Taxes This section discusses the company's accounting for income taxes and its REIT status implications Recently Adopted Accounting Standard This section reports on new accounting standards recently implemented by the company Credit Losses This section details the adoption and impact of new accounting standards related to credit losses ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section discloses the primary market risks faced by the company, including credit risk, credit yield risk, interest rate risk, LIBOR transition risk, prepayment risk, financing risk, and real estate risk, and outlines strategies to manage them - The company's investments face credit risk, including default risk, which is monitored through portfolio review and regular communication with originators[438] - The COVID-19 pandemic has adversely impacted the commercial real estate market, potentially leading to declining rents, tenant requests for rent deferrals or abatements, and impaired borrower debt service capacity[439] - Regarding interest rate risk, rising rates generally increase the company's net income, while falling rates decrease it; as of December 31, 2020, 99.2% of investments were floating-rate, and 85% of the portfolio was protected by LIBOR floors[442][443] - The potential discontinuation of LIBOR may affect the value of the company's financial instruments and could lead to increased interest expense or ineffective hedging strategies[445][446] - Prepayment risk may result in early principal repayments, potentially reducing investment returns if reinvestment yields are lower than anticipated[447] Credit Risk This section addresses the potential for losses arising from a borrower's or counterparty's failure to meet obligations Credit Yield Risk This section discusses the risk associated with changes in credit spreads affecting investment returns Interest Rate Risk This section examines the impact of fluctuations in interest rates on the company's financial performance LIBOR Transition This section addresses the challenges and implications of transitioning away from LIBOR as a benchmark rate Prepayment Risk This section discusses the risk that borrowers may repay loans earlier than expected, affecting investment yields Financing Risk This section covers the risks associated with obtaining and maintaining adequate funding for operations Real Estate Risk This section examines the inherent risks associated with investments in commercial real estate markets ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA This section contains the company's consolidated financial statements for the year ended December 31, 2020, and the preceding three years, including consolidated balance sheets, statements of income, statements of changes in equity, and statements of cash flows, along with related notes and a schedule of mortgage loans on real estate - The company's consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and have been audited by an independent registered public accounting firm[453] - The company adopted ASU No. 2016-13 (Credit Losses) on January 1, 2020, which changed the accounting for impairment of financial assets to an expected loss model (CECL)[454][459] Consolidated Balance Sheets Summary (as of December 31, 2020) | Assets | December 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :--------------------------------- | :----------------------- | :----------------------- | | Cash and Cash Equivalents | $110,832 | $67,619 | | Commercial Real Estate Loans, Held for Investment, Net | $4,784,733 | $4,931,042 | | Equity Method Investments | $33,651 | $37,469 | | Total Assets | $4,965,612 | $5,057,018 | | Liabilities | | | | Collateralized Financing Agreements, Net | $2,574,747 | $2,884,887 | | Collateralized Loan Obligations, Net | $810,000 | $803,376 | | Secured Term Loan, Net | $288,028 | $— | | Convertible Notes, Net | $140,465 | $139,075 | | Total Liabilities | $3,920,206 | $3,933,306 | | Total KKR Real Estate Finance Trust Inc. Stockholders' Equity | $1,043,554 | $1,122,018 | Consolidated Statements of Income Summary (for the Year Ended December 31, 2020) | Operating Data | 2020 (in thousands) | 2019 (in thousands) | 2018 (in thousands) | | :--------------------------------- | :-------------- | :-------------- | :-------------- | | Interest Income | $269,188 | $274,335 | $183,575 | | Interest Expense | $127,312 | $158,860 | $85,017 | | Total Net Interest Income | $141,876 | $115,475 | $98,558 | | Other Income (Loss) | $1,281 | $5,998 | $20,093 | | Operating Expenses | $88,348 | $30,929 | $28,914 | | Net Income (Loss) Attributable to Common Stockholders | $53,553 | $90,492 | $87,293 | | Basic Net Income (Loss) Per Share | $0.96 | $1.58 | $1.58 | | Diluted Net Income (Loss) Per Share | $0.96 | $1.57 | $1.58 | Consolidated Statements of Cash Flows Summary (for the Year Ended December 31, 2020) | Cash Flow Category | 2020 (in thousands) | 2019 (in thousands) | 2018 (in thousands) | | :--------------------------------- | :-------------- | :-------------- | :-------------- | | Net Cash Flow from Operating Activities | $115,062 | $91,713 | $76,830 | | Net Cash Flow from Investing Activities | $88,709 | ($926,314) | ($1,997,213) | | Net Cash Flow from Financing Activities | ($160,558) | $815,689 | $1,903,394 | | Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash | $43,213 | ($18,912) | ($16,989) | | Cash and Cash Equivalents at End of Period | $110,832 | $67,619 | $86,531 | Report of Independent Registered Public Accounting Firm This section presents the auditor's opinion on the fairness and accuracy of the consolidated financial statements Consolidated Balance Sheets This section provides a snapshot of the company's assets, liabilities, and equity at specific points in time Consolidated Statements of Income This section reports the company's revenues, expenses, and net income over a period Consolidated Statements of Changes in Equity This section details the changes in the company's equity accounts over a period Consolidated Statements of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities Notes to Consolidated Financial Statements This section provides detailed explanations and additional information supporting the consolidated financial statements Note 1. Business and Organization This note describes the company's nature of business and organizational structure Note 2. Summary of Significant Accounting Policies This note outlines the key accounting principles and methods applied in preparing the financial statements Note 3. Commercial Real Estate Loans This note provides detailed information on the company's commercial real estate loan portfolio Note 4. Debt Obligations This note details the company's various debt instruments and their terms Note 5. Collateralized Loan Obligation This note explains the company's collateralized loan obligations and related accounting Note 6. Secured Term Loan, Net This note provides information on the company's secured term loans, net of unamortized costs Note 7. Convertible Notes, Net This note details the company's convertible notes, net of unamortized discounts and issuance costs Note 8. Loan Participations Sold This note describes the accounting treatment and details of loan participations sold by the company Note 9. Variable Interest Entities This note discusses the company's involvement with variable interest entities and consolidation considerations Note 10. Equity This note provides a breakdown of the company's equity accounts and changes therein Note 11. Stock-based Compensation This note details the company's stock-based compensation plans and related expenses Note 12. Commitments and Contingencies This note reports on the company's contractual commitments and potential liabilities Note 13. Related Party Transactions This note discloses transactions between the company and its related parties Note 14. Fair Value of Financial Instruments This note provides information on the fair value measurements of the company's financial instruments Note 15. Income Taxes This note details the company's income tax provisions and deferred tax assets/liabilities Note 16. Subsequent Events This note reports on significant events occurring after the balance sheet date but before financial statement issuance Note 17. Summary Quarterly Consolidated Financial Information (Unaudited) This note presents unaudited summarized financial data for each quarter of the reported fiscal years Schedule IV - Mortgage Loans on Real Estate This section provides a detailed schedule of the company's mortgage loans on real estate ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes in or disagreements with accountants on accounting and financial disclosure in this company report - There were no changes in or disagreements with accountants on accounting and financial disclosure in this company report[715] ITEM 9A. CONTROLS AND PROCEDURES Company management assessed and concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2020, and this report does not include an attestation report of the registered public accounting firm regarding internal control effectiveness because the company is an "emerging growth company" - As of December 31, 2020, the company's disclosure controls and procedures were assessed as effective[717] - Management believes that the company's internal control over financial reporting was effective at the end of fiscal year 2020[720] - This report does not include an attestation report of the registered public accounting firm regarding internal control effectiveness because the company is an "emerging growth company"[721] Evaluation of Disclosure Controls and Procedures This section reports on the effectiveness of the company's disclosure controls and procedures Management's Annual Report on Internal Control Over Financial Reporting This section presents management's assessment of the effectiveness of internal control over financial reporting Changes in Internal Control over Financial Reporting This section reports on any material changes in the company's internal control over financial reporting ITEM 9B. OTHER INFORMATION There is no other information to report in this company report - There is no other information to report in this company report[722] PART III This part covers directors, executive officers, corporate governance, executive compensation, security ownership, and related party transactions ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE This section discloses the company's adopted code of business conduct and ethics applicable to all directors, employees, and officers of the manager and its affiliates, with other required information to be supplemented by reference to the definitive proxy statement filed by April 30, 2021 - The company has adopted a code of business conduct and ethics applicable to all directors, employees, and senior officers and employees of the manager and its affiliates[724] - The code of business conduct and ethics is available on the investor relations section of the company's website[725] - Other required information will be supplemented by reference to the company's definitive proxy statement to be filed by April 30, 2021[726] ITEM 11. EXECUTIVE COMPENSATION Information required for this section will be incorporated by reference from the company's definitive proxy statement to be filed by April 30, 2021 - Information required for this section will be incorporated by reference from the company's definitive proxy statement to be filed by April 30, 2021[727] ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information required for this section will be incorporated by reference from the company's definitive proxy statement to be filed by April 30, 2021 - Information required for this section will be incorporated by reference from the company's definitive proxy statement to be filed by April 30, 2021[728] ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Information required for this section will be incorporated by reference from the company's definitive proxy statement to be filed by April 30, 2021 - Information required for this section will be incorporated by reference from the company's definitive proxy statement to be filed by April 30, 2021[729] ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information required for this section will be incorporated by reference from the company's definitive proxy statement to be filed by April 30, 2021 - Information required for this section will be incorporated by reference from the company's definitive proxy statement to be filed by April 30, 2021[730] PART IV This part includes exhibits, financial statement schedules, and signatures ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES This section lists the exhibits and financial statement schedules filed as part of the Form 10-K annual report, including organizational documents, management agreements, shareholder agreements, registration rights agreements, and various financing agreement amendments - This section lists the exhibits and financial statement schedules filed as part of the Form 10-K annual report[731] - Exhibits include the company's certificate of incorporation, management agreement, shareholder agreement, registration rights agreement, and various financing agreement amendments[732][734][736] ITEM 16. FORM 10-K SUMMARY There is no Form 10-K summary in this company report - There is no Form 10-K summary in this company report[741] SIGNATURES This section contains the required signatures of authorized representatives of the company, affirming compliance with the Securities Exchange Act of 1934, and lists the names and titles of the signatories - This report has been signed by authorized representatives of the company, in compliance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934[744] - Signatories include CEO Matthew A. Salem, CFO and Treasurer Mostafa Nagaty, and several directors[746][747]