EX-99.1 2 tm2431241d3_ex99-1.htm EXHIBIT 99.1

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    -    8,913a, 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)   6,044d   -   - 
Real property operating expenses and depreciation   -    (5,866)   5,866c   -   - 
Goodwill impairment   -    -    -   -   - 
Gain on sale of real property   -    (27)   27f   -   - 
Impairment on real property   -    (1,004)   1,004e   -   - 
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