Filed Pursuant to Rule 424(b)(3)
Registration No. 333-186111

REALTY FINANCE TRUST, INC.
SUPPLEMENT NO. 2, DATED MAY 29, 2015,
TO THE PROSPECTUS, DATED APRIL 30, 2015

This prospectus supplement, or this Supplement No. 2, is part of the prospectus of Realty Finance Trust, Inc., or the Company, dated April 30, 2015, or the Prospectus, as supplemented by Supplement No. 1, dated May 20, 2015, or Supplement No. 1. This Supplement No. 2 supplements, modifies and supersedes certain information contained in our Prospectus and should be read in conjunction with our Prospectus and Supplement No. 1. This Supplement No. 2 will be delivered with the Prospectus and Supplement No. 1. Unless the context suggests otherwise, the terms “we,” “us” and “our” used herein refer to the Company, together with its consolidated subsidiaries. Defined terms used herein shall have the meaning ascribed to those terms in the Prospectus, as supplemented from time to time, unless the context otherwise requires.

On May 15, 2015, we filed with the Securities and Exchange Commission our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, or the Quarterly Report, which was attached as Annex A to Supplement No. 1. Due to a printing error, certain portions of the Quarterly Report filed with Supplement No. 1 did not match the actual Quarterly Report filed with the Securities and Exchange Commission.

The purposes of this Supplement No. 2 are to disclose our entry into an indemnification agreement with our chief financial officer, treasurer and secretary and to reattach our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 as Annex A.

OPERATING INFORMATION

Our Entry into an Indemnification Agreement

On May 26, 2015, we entered into an indemnification agreement with Donald R. Ramon in connection with the appointment of Mr. Ramon as our chief financial officer, treasurer and secretary.

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

The indemnification agreement provides that Mr. Ramon is entitled to indemnification unless it is established by clear and convincing evidence that (a) the act or omission of Mr. Ramon was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Mr. Ramon actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, Mr. Ramon had reasonable cause to believe that his conduct was unlawful. The indemnification agreement further limits Mr. Ramon’s entitlement to indemnification in cases where (a) Mr. Ramon’s gross negligence or willful misconduct caused loss or liability to us, (b) loss or liability arose from an alleged violation of federal or state securities laws unless certain conditions were met, (c) the proceeding was one by or in the right of us and Mr. Ramon was adjudged to be liable to us, (d) Mr. Ramon was adjudged to be liable on the basis that personal benefit was improperly received in any proceeding charging improper personal benefit to Mr. Ramon or (e) the proceeding was brought by Mr. Ramon, except in certain circumstances.

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

ANNEX A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended March 31, 2015

OR

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

Commission file number: 000-55188

 

REALTY FINANCE TRUST, INC.

(Exact name of registrant as specified in its charter)

 

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

405 Park Avenue, 14th Floor New York, New York	10022
(Address of Principal Executive Office)	(Zip Code)

(212) 415-6500

(Registrant’s Telephone Number, Including Area Code)

Not applicable

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

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o  (Do not check if a smaller reporting company)	Smaller reporting company x

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

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of April 30, 2015 was 21,214,570.

 

TABLE OF CONTENTS

	Page
PART I
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014		A-1
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014 (Unaudited)		A-2
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2015 and 2014 (Unaudited)		A-3
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2015 (Unaudited)		A-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (Unaudited)		A-5
Notes to the Condensed Consolidated Financial Statements		A-7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		A-26
Item 3. Quantitative and Qualitative Disclosures about Market Risk		A-44
Item 4. Controls and Procedures		A-44
PART II
Item 1. Legal Proceedings		A-45
Item 1A. Risk Factors		A-45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		A-45
Item 3. Defaults Upon Senior Securities		A-46
Item 4. Mine Safety Disclosures		A-46
Item 5. Other Information		A-46
Item 6. Exhibits		A-46
Signatures		A-47

A-i

PART I

Item 1. Condensed Consolidated Financial Statements.

REALTY FINANCE TRUST, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)

	March 31, 2015			December 31, 2014
	(Unaudited)
ASSETS
Cash and cash equivalents	$	17,155		$	386
Restricted cash		68			68
Commercial mortgage loans, held for investment, net		559,058			456,884
Real estate securities, at fair value		58,375			50,234
Accrued interest receivable		2,306			2,866
Prepaid expenses and other assets		5,009			3,782
Total assets	$	641,971		$	514,220
LIABILITIES AND STOCKHOLDERS’ EQUITY
Repurchase agreements – commercial mortgage loans	$	182,307		$	150,169
Repurchase agreements – real estate securities		37,734			26,269
Interest payable		257			232
Distributions payable		3,269			2,623
Accounts payable and accrued expenses		2,151			2,385
Due to affiliate		3,223			2,035
Total liabilities		228,941			183,713
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding as of March 31, 2015 and December 31, 2014		—			—
Convertible stock; $0.01 par value, 1,000 shares authorized, issued and outstanding as of March 31, 2015 and December 31, 2014, respectively		1			1
Common stock, $0.01 par value, 949,999,000 shares authorized, 19,406,761 and 15,472,192 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively		194			155
Additional paid-in capital		427,373			340,874
Accumulated other comprehensive loss		(166	)		(307	)
Accumulated deficit		(14,372	)		(10,216	)
Total stockholders’ equity		413,030			330,507
Total liabilities and stockholders’ equity	$	641,971		$	514,220

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

A-1

REALTY FINANCE TRUST, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for share and per share data)
(Unaudited)

	Three Months Ended March 31,
	2015		2014
Interest Income:
Interest income	$	9,605	$	977
Less: Interest expense		1,933		21
Net interest income		7,672		956
Expenses:
Acquisition fees		1,032		259
Subordinated performance fee		362		—
Professional fees		1,379		113
Other expenses		123		272
Loan loss provision		144		86
Total expenses		3,040		730
Net income	$	4,632	$	226
Basic net income per share	$	0.27	$	0.11
Diluted net income per share	$	0.27	$	0.11
Basic weighted average shares outstanding		17,279,713		2,025,934
Diluted weighted average shares outstanding		17,284,086		2,030,023

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

A-2

REALTY FINANCE TRUST, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)

	Three Months Ended March 31,
	2015		2014
Net income	$	4,632	$	226
Unrealized gain on available-for-sale securities		141		5
Comprehensive income attributable to Realty Finance Trust, Inc.	$	4,773	$	231

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

A-3

REALTY FINANCE TRUST, INC.
 
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except for share data)

	Common Stock					Convertible Stock				Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders’ Equity
	Number of Shares			Par Value		Number of Shares		Amount
Balance, December 31, 2014		15,472,192		$	155		1,000	$	1	$	340,874		$	(307	)	$	(10,216	)	$	330,507
Issuance of common stock		3,795,148			38		—		—		94,583			—			—			94,621
Common stock repurchases		(5,752	)		—		—		—		(144	)		—			—			(144	)
Net income		—			—		—		—		—			—			4,632			4,632
Distributions declared		—			—		—		—		—			—			(8,788	)		(8,788	)
Common stock issued through distribution reinvestment plan		145,173			1		—		—		3,444			—			—			3,445
Share-based compensation		—			—		—		—		6			—			—			6
Common stock offering costs, commissions and dealer manager fees		—			—		—		—		(11,390	)		—			—			(11,390	)
Other comprehensive income		—			—		—		—		—			141			—			141
Balance, March 31, 2015 (Unaudited)		19,406,761		$	194		1,000	$	1	$	427,373		$	(166	)	$	(14,372	)	$	413,030

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

A-4

REALTY FINANCE TRUST, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Three Months Ended March 31,
	2015			2014
Cash flows from operating activities:
Net income	$	4,632		$	226
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Discount accretion and premium amortization, net		(189	)		(52	)
Accretion of loan exit fees		(145	)		—
Amortization of deferred financing costs		479			—
Share-based compensation		6			4
Loan loss provision		144			86
Changes in assets and liabilities:
Accrued interest receivable		705			(198	)
Prepaid expenses and other assets		859			(1,194	)
Accounts payable and accrued expenses		(364	)		92
Due to affiliate		(894	)		—
Interest payable		25			(2	)
Net cash provided by (used in) operating activities	$	5,258		$	(1,038	)
Cash flows from investing activities:
Origination and purchase of commercial mortgage loans	$	(116,434	)	$	(24,066	)
Purchase of real estate securities		(8,016	)		(9,497	)
Principal repayments received on commercial mortgage loans		14,321			38
Net cash used in investing activities	$	(110,129	)	$	(33,525	)
Cash flows from financing activities:
Proceeds from issuances of common stock	$	92,806		$	40,844
Common stock repurchases		(144	)		—
Payments of offering costs and fees related to common stock issuances		(9,178	)		(4,501	)
Borrowings on revolving line of credit with affiliate		—			3,300
Repayments of revolving line of credit with affiliate		—			(7,305	)
Borrowings on repurchase agreements – commercial mortgage loans		38,376			—
Repayments of repurchase agreements – commercial mortgage loans		(6,238	)		—
Borrowings on repurchase agreements – real estate securities		99,560			4,010
Repayments of repurchase agreements – real estate securities		(88,095	)		(10	)
Advances from affiliate		—			(1,078	)
Payments of deferred financing costs		(750	)		—
Distributions paid		(4,697	)		(523	)
Net cash provided by financing activities	$	121,640		$	34,737
Net change in cash	$	16,769		$	174
Cash, beginning of period		386			178
Cash, end of period	$	17,155		$	352

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

A-5

REALTY FINANCE TRUST, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (continued)
(In thousands)
(Unaudited)

	Three Months Ended March 31,
	2015		2014
Supplemental disclosures of cash flow information:
Escrow deposits payable related to commercial mortgage loans	$	295	$	—
Income taxes paid		9		—
Interest paid		2,471		24
Supplemental disclosures of non-cash flow information:
Distributions payable	$	3,269	$	469
Common stock issued through distribution reinvestment plan		3,445		266
Receivable for common stock issued		3,006		—

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

A-6

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 1 — Organization and Business Operations

Realty Finance Trust, Inc. (formerly known as ARC Realty Finance Trust, Inc.) (the “Company”) was incorporated in Maryland on November 15, 2012 and conducts its operations to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the filing of its tax return for the taxable year ended December 31, 2013. The Company is offering for sale a maximum of $2.0 billion of common stock, $0.01 par value per share, on a reasonable best efforts basis, pursuant to a registration statement on Form S-11 (the “Offering”) filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended. The Offering also covers the offer and sale of up to approximately $400.0 million in shares of common stock pursuant to a distribution reinvestment plan (the “DRIP”) under which common stockholders may elect to have their distributions reinvested in additional shares of the Company’s common stock. On May 14, 2013, the Company commenced business operations after raising in excess of $2.0 million of equity, the amount required for the Company to release equity proceeds from escrow.

Prior to the filing of the Company’s second Quarterly Report on Form 10-Q following February 12, 2015 (the “NAV Pricing Date”), the per share purchase price in the Offering will be up to $25.00 per share (including the maximum allowed to be charged for commissions and fees and subject to certain discounts) and the per share purchase price for shares issued under the DRIP will be $23.75 per share, which is 95% of the purchase price per share in the Offering. As of March 31, 2015, the aggregate value of all the common stock outstanding was $484.7 million based on a per share value of $25.00 (or $23.75 for shares issued under DRIP). After the NAV Pricing Date, the Company will begin offering shares in the Offering and the DRIP at a per share purchase price that will vary quarterly and will be equal to the net asset value (“NAV”) divided by the number of shares outstanding as of the end of the business day immediately preceding the day on which the Company makes its quarterly periodic filing (“Per Share NAV”). Applicable selling commissions and dealer manager fees will be added to the per share price for shares in the Company’s primary offering but not for the DRIP.

On December 30, 2014, the Company filed with the Maryland State Department of Assessments and Taxation articles supplementary to its charter that reclassified 1,000 authorized but unissued shares of the Company’s common stock as shares of convertible stock and set the terms of such convertible shares. The Company then issued 1,000 convertible shares to Realty Finance Advisors, LLC (the “Advisor”) for $1.00 per share. The convertible shares will automatically convert to shares of common stock upon the first occurrence of any of following triggering events (the “Triggering Events”): (i) the Company has paid total distributions on the then-outstanding shares of common stock in an amount equal to or in excess of the sum of the invested capital (as defined in the Company’s charter) plus an aggregate 6.0% cumulative, pre-tax, non-compounded, annual return on such invested capital, (ii) a listing of the Company’s shares of common stock on a national securities exchange and (iii) the termination of the Company’s advisory agreement under certain circumstances. In general, but with certain exceptions as outlined in the articles supplementary, each convertible share will convert into a number of common shares equal to  1/1000 of the quotient of (a) the conversion product (the product of 0.15 times the amount, if any, by which (i) the sum of the enterprise value as of the date of the Triggering Event plus total distributions paid to the Company’s stockholders through the date of the Triggering Event exceeds (ii) the sum of the Company’s stockholders’ invested capital plus a 6.0% return as of the date of the Triggering Event) divided by (b) the quotient of the enterprise value divided by the number of shares of the Company’s common stock outstanding (on an as-converted basis) on the date of the Triggering Event. The conversion product will be reduced by the amounts payable pursuant to the annual subordinated performance fee as realized appreciation in the Company’s assets during the time that the Advisor or one of its affiliates acts as the Company’s advisor.

A-7

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 1 — Organization and Business Operations  – (continued)

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

The Company has no direct employees. The Company has retained the Advisor to manage the Company’s affairs on a day-to-day basis. Realty Capital Securities, LLC (the “Dealer Manager”) serves as the dealer manager of the Offering. The Advisor and Dealer Manager are under common control with the parent of American Realty Capital VIII, LLC (the “Sponsor”), as a result of which they are related parties and each of them have or will receive compensation and fees for services related to the Offering, the investment and management of the Company’s assets, the operations of the company and the liquidation of the Company.

Note 2 — Summary of Significant Accounting Policies

Basis of Accounting

The accompanying condensed consolidated financial statements and related footnotes are unaudited and have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. The accompanying condensed consolidated financial statements include the accounts of the Company, Realty Finance Operating Partnership, L.P. (the “OP”) and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Interim financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, the condensed consolidated financial statements may not include all of the information and notes required by GAAP for annual consolidated financial statements. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. In the opinion of management, the interim data includes all adjustments, of a normal and recurring nature, necessary for a fair statement of the results for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending on December 31, 2015.

Allowance for Loan Losses

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

General reserves are recorded when (i) available information as of each balance sheet date indicates that it is probable a loss has occurred in the portfolio and (ii) the amount of the loss can be reasonably estimated. The Company currently estimates loss rates based on historical realized losses experienced in the industry and takes into account current collateral and economic conditions affecting the probability or severity of losses

A-8

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 2 — Summary of Significant Accounting Policies  – (continued)

when establishing the allowance for loan losses. The Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management’s current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Ratings range from “1” to “5” with “1” representing the lowest risk of loss and “5” representing the highest risk of loss.

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

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

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

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

As of March 31, 2015 and December 31, 2014, the Company had 46 and 38 loan investments, respectively, all of which were current on their interest and scheduled principal payments. The Company has established a $0.7 million and $0.6 million allowance for loan losses as of March 31, 2015 and December 31, 2014, respectively. There are no specifically reserved loans in the portfolio as of March 31, 2015 and December 31, 2014.

A-9

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 2 — Summary of Significant Accounting Policies  – (continued)

Per Share Data

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

Reportable Segments

The Company conducts its business through the following segments:

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

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

See Note 12 — Segment Reporting for further information regarding the Company’s segments.

New Accounting Pronouncements

In May 2014, the FASB issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance.

In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-11 “Repurchase-to-Maturity Transactions, Repurchase Financings and Disclosures.” ASU No. 2014-11 makes limited changes to the accounting for repurchase agreements, clarifies when repurchase agreements and securities lending transactions should be accounted for as secured borrowings and requires additional disclosures regarding these types of transactions. The Company currently records repurchase arrangements as secured borrowings and does not anticipate this guidance will have an impact on the Company’s condensed consolidated financial statements.

In April 2015, the FASB issued guidance that simplifies the presentation of debt issuance costs by amending the accounting guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. The amendments are consistent with the accounting guidance related to debt discounts. This guidance is effective for the first interim or annual period beginning after December 15, 2015. Early adoption is permitted, and the Company is currently assessing the impact of this guidance on its condensed consolidated financial statements.

A-10

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 3 — Commercial Mortgage Loans

The following table is a summary of the Company’s commercial mortgage loans by class (in thousands):

	March 31, 2015		December 31, 2014
Senior loans	$	342,870	$	250,093
Mezzanine loans		206,902		191,863
Subordinated loans		10,000		15,498
Total gross carrying value of loans		559,772		457,454
Less: Allowance for loan losses		714		570
Total commercial mortgage loans	$	559,058	$	456,884

As of March 31, 2015, the Company’s commercial mortgage loan portfolio was comprised of 46 loans with a par value of $563.9 million. For the three months ended March 31, 2015, the Company received scheduled and unscheduled principal repayments of $14.3 million on the loans.

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

	Three Months Ended March 31, 2015		Year Ended December 31, 2014
Beginning of period	$	570	$	—
Provision for loan losses		144		570
Charge-offs		—		—
Recoveries		—		—
End of period	$	714	$	570

The Company’s commercial mortgage loan portfolio was comprised of the following as of March 31, 2015 (in thousands):

Loan Type	Property Type		Par Value		Premium (Discount)(1)			Carrying Value		Interest Rate		Effective Yield			Loan to Value(2)			Maturity Date
Senior 1		Office	$	11,450	$	(61	)	$	11,389		5.00% +1M LIBOR		5.5	%		70.0	%		June 2017
Senior 2		Retail		3,389		(27	)		3,362		5.40% +1M LIBOR		6.3	%		73.9	%		July 2016
Senior 3		Mixed Use		14,000		(96	)		13,904		8.00% +1M LIBOR		10.9	%		70.0	%		July 2015
Senior 4		Office		5,750		(7	)		5,743		4.90% +1M LIBOR		5.1	%		80.0	%		August 2017
Senior 5		Mixed Use		31,250		(147	)		31,103		4.50% +1M LIBOR		4.9	%		75.0	%		September 2017
Senior 6		Mixed Use		32,272		(119	)		32,153		5.50% +1M LIBOR		5.8	%		55.3	%		September 2019
Senior 7		Retail		9,450		(40	)		9,410		4.90% +1M LIBOR		5.3	%		70.0	%		September 2017
Senior 8		Mixed Use		7,460		(42	)		7,418		4.75% +1M LIBOR		5.2	%		78.0	%		October 2017
Senior 9		Hotel		10,171		(41	)		10,130		5.75% +1M LIBOR		6.1	%		60.0	%		October 2017
Senior 10		Retail		11,800		(56	)		11,744		4.75% +1M LIBOR		5.1	%		79.4	%		November 2017
Senior 11		Office		22,150		(249	)		21,901		4.65% +1M LIBOR		5.3	%		80.0	%		November 2017
Senior 12		Office		9,150		(53	)		9,097		5.50% +1M LIBOR		6.1	%		75.0	%		November 2016
Senior 13		Office		14,200		(19	)		14,181		5.20% +1M LIBOR		5.5	%		75.0	%		November 2017
Senior 14		Office		34,500		(343	)		34,157		5.25% +1M LIBOR		5.7	%		75.0	%		December 2018
Senior 15		Office		11,400		(12	)		11,388		4.80% +1M LIBOR		5.0	%		75.0	%		December 2017
Senior 16		Mixed Use		9,600		(70	)		9,530		5.10% +1M LIBOR		5.6	%		75.0	%		January 2018
Senior 17		Office		9,180		(97	)		9,083		5.00% +1M LIBOR		5.6	%		75.0	%		January 2018

A-11

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 3 — Commercial Mortgage Loans  – (continued)

Loan Type	Property Type		Par Value		Premium (Discount)(1)			Carrying Value		Interest Rate		Effective Yield			Loan to Value(2)			Maturity Date
Senior 18		Multifamily		6,611		(48	)		6,563		4.75% +1M LIBOR		5.2	%		78.3	%		February 2018
Senior 19		Office		24,500		(188	)		24,312		4.60% +1M LIBOR		5.0	%		65.0	%		February 2019
Senior 20		Retail		11,450		(66	)		11,384		4.50% +1M LIBOR		4.8	%		74.8	%		February 2019
Senior 21		Multifamily		12,840		(80	)		12,760		5.00% +1M LIBOR		5.4	%		76.7	%		February 2018
Senior 22		Multifamily		8,600		(55	)		8,545		4.70% +1M LIBOR		5.1	%		68.8	%		February 2018
Senior 23		Retail		9,850		(67	)		9,783		5.25% +1M LIBOR		5.7	%		80.0	%		March 2018
Senior 24		Multifamily		10,450		(57	)		10,393		4.75% +1M LIBOR		5.1	%		75.0	%		April 2018
Senior 25		Retail		13,500		(63	)		13,437		5.00% +1M LIBOR		5.4	%		78.0	%		April 2017
Mezzanine 1		Hotel		6,344		(2,222	)		4,122		5.50%		12.7	%		76.7	%		May 2023
Mezzanine 2		Multifamily		5,000		40			5,040		9.00%		8.7	%		73.9	%		September 2018
Mezzanine 3		Office		9,000		48			9,048		11.00% +3M LIBOR		10.9	%		77.9	%		September 2016
Mezzanine 4		Office		5,000		69			5,069		11.00%		10.8	%		63.6	%		January 2024
Mezzanine 5		Student Housing		4,000		56			4,056		12.00%		11.7	%		74.5	%		January 2024
Mezzanine 6		Hotel		11,000		25			11,025		7.05% +1M LIBOR		7.0	%		70.0	%		March 2016
Mezzanine 7		Hotel		3,000		19			3,019		11.00%		10.8	%		81.8	%		August 2018
Mezzanine 8		Office		7,000		30			7,030		12.00%		11.9	%		78.3	%		May 2019
Mezzanine 9		Retail		1,962		9			1,971		13.00%		12.9	%		85.0	%		June 2024
Mezzanine 10		Office		10,000		16			10,016		8.00% +1M LIBOR		8.0	%		80.0	%		May 2016
Mezzanine 11		Multifamily		3,480		17			3,497		9.50%		9.4	%		84.5	%		July 2024
Mezzanine 12		Hotel		35,000		112			35,112		8.40% +1M LIBOR		8.3	%		70.1	%		June 2016
Mezzanine 13		Mixed Use		7,000		(29	)		6,971		10.50% +1M LIBOR		11.0	%		84.0	%		July 2017
Mezzanine 14		Hotel		12,000		46			12,046		9.00% +1M LIBOR		8.9	%		74.2	%		September 2016
Mezzanine 15		Student Housing		5,000		19			5,019		8.00% +1M LIBOR		7.9	%		71.0	%		August 2016
Mezzanine 16		Office		45,000		170			45,170		7.25% +1M LIBOR		7.1	%		76.0	%		August 2016
Mezzanine 17		Office		9,000		42			9,042		10.50%		10.4	%		85.0	%		October 2019
Mezzanine 18		Office		5,100		—			5,100		10.00% +3M LIBOR		10.3	%		79.5	%		October 2017
Mezzanine 19		Office		10,000		(537	)		9,463		10.00%		10.9	%		79.0	%		September 2024
Mezzanine 20		Office		15,000		86			15,086		11.00%		10.9	%		80.0	%		April 2025
Subordinated 1		Net Lease Retail		10,000		—			10,000		11.00%		11.0	%		50.1	%		April 2024
			$	563,859	$	(4,087	)	$	559,772				7.0	%		73.3	%

(1) Includes acquisition fees and acquisition expenses where applicable.

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

A-12

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 3 — Commercial Mortgage Loans  – (continued)

Credit Characteristics

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

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

All commercial mortgage loans are assigned an initial risk rating of 2. As of March 31, 2015 and December 31, 2014, the weighted average risk rating of loans was 1.9 and 2.0, respectively. As of March 31, 2015, the Company did not have any loans that were past due on their payments, in non-accrual status or impaired.

For the three months ended March 31, 2015 and year ended December 31, 2014, the activity in the Company’s loan portfolio was as follows (in thousands):

	Three Months Ended March 31, 2015			Year Ended December 31, 2014
Beginning balance	$	456,884		$	30,832
Acquisitions and originations		116,434			429,941
Dispositions		—			(3,580	)
Principal repayments		(14,321	)		(136	)
Discount accretion and premium amortization*		205			397
Provision for loan losses		(144	)		(570	)
Ending balance	$	559,058		$	456,884

* Includes amortization of capitalized acquisition fees and expenses.

During the three months ended March 31, 2015, the Company invested approximately $116.4 million in 10 loans including $0.7 million of capitalized acquisition fees and expenses.

A-13

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 4 — Real Estate Securities

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

	Number of Investments		Weighted Average					Par Value		Fair Value
			Interest Rate			Maturity
March 31, 2015		9		1M LIBOR + 3.237	%		September 2017	$	58,447	$	58,375
December 31, 2014		8		1M LIBOR + 3.124	%		November 2017		50,447		50,234

The Company classified its CMBS investments as available-for-sale as of March 31, 2015 and December 31, 2014. These investments are reported at fair value in the balance sheet with changes in fair value recorded in accumulated other comprehensive income or loss. The following table shows the changes in fair value of the Company’s CMBS investments (in thousands):

	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
March 31, 2015	$	58,542	$	49	$	(216	)	$	58,375
December 31, 2014		50,541		14		(321	)		50,234

Note 5 — Debt

Repurchase Agreements — Commercial Mortgage Loans

The Company entered into repurchase facilities with JP Morgan Chase Bank, National Association (the “JPM Repo Facility”) and Barclays Bank PLC (the “Barclays Repo Facility”). The JPM Repo Facility and Barclays Repo Facility each provide up to $150.0 million in advances, subject to adjustment, which the Company expects to use to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein. The initial maturity date of the JPM Repo Facility is June 18, 2016, with a one-year extension at the Company’s option, which may be exercised upon the satisfaction of certain conditions. The initial maturity date of the Barclays Repo Facility is September 3, 2015, with four six-month extensions at the Company’s option, which may be exercised upon the satisfaction of certain conditions.

As of March 31, 2015 and December 31, 2014, the Company had $75.9 million and $76.5 million outstanding under the JPM Repo Facility, respectively. Advances under the JPM Repo Facility accrue interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin between 2.25% to 4.50%, depending on the attributes of the purchased assets. As of March 31, 2015 and December 31, 2014, the weighted average interest rate on advances was 3.755% and 3.841%, respectively. The Company incurred $0.7 million and $0 in interest expense on the JPM Repo Facility for the three months ended March 31, 2015 and 2014, respectively.

As of March 31, 2015 and December 31, 2014, the Company had $106.4 million and $73.7 million outstanding under the Barclays Repo Facility, respectively. Advances under the Barclays Repo Facility accrue interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin between 2.00% to 2.50%, depending on the attributes of the purchased assets. As of March 31, 2015 and December 31, 2014, the weighted average interest rate on advances was 2.172% and 2.155%, respectively. The Company incurred $0.5 million and $0 in interest expense on the Barclays Repo Facility for the three months ended March 31, 2015 and 2014, respectively.

A-14

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 5 — Debt  – (continued)

Repurchase Agreements — Real Estate Securities

The Company has entered into various Master Repurchase Agreements (the “MRAs”) that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30 – 90 days and terms are adjusted for current market rates as necessary. As of March 31, 2015 and December 31, 2014, the Company was entered into six MRAs, of which three were in use, see below (in thousands):

					Weighted Average
Counterparty	Amount Outstanding		Accrued Interest		Interest Rate			Days to Maturity
As of March 31, 2015
Citigroup Global Markets, Inc.	$	4,010	$	2		1.48	%		20
J.P. Morgan Securities LLC		29,993		14		1.38	%		20
Wells Fargo Securities, LLC		3,731		2		1.53	%		20
Total/Weighted Average	$	37,734	$	18		1.41	%		20
As of December 31, 2014
Citigroup Global Markets, Inc.	$	4,010	$	2		1.46	%		20
J.P. Morgan Securities LLC		18,528		8		1.44	%		20
Wells Fargo Securities, LLC		3,731		2		1.52	%		20
Total/Weighted Average	$	26,269	$	12		1.46	%		20

As of March 31, 2015 and December 31, 2014, the Company’s $37.7 million and $26.3 million of borrowings under repurchase agreements were collaterlized by CMBS with a fair value of $50.4 million and $33.8 million, respectively.

Note 6 — Net Income Per Share

The following table is a summary of the basic and diluted net income per share computation for the three months ended March 31, 2015 and 2014, respectively:

	Three Months Ended March 31,
	2015		2014
Net income (in thousands)	$	4,632	$	226
Basic weighted average shares outstanding		17,279,713		2,025,934
Unvested restricted shares		4,373		4,089
Diluted weighted average shares outstanding		17,284,086		2,030,023
Basic net income per share	$	0.27	$	0.11
Diluted net income per share	$	0.27	$	0.11

A-15

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 7 — Common Stock

As of March 31, 2015 and December 31, 2014, the Company had approximately 19,406,761 and 15,472,192 shares of common stock outstanding, respectively, including shares issued pursuant to the DRIP and unvested restricted shares. As of March 31, 2015 and December 31, 2014, the Company had received total proceeds of approximately $482.2 million and $384.2 million, respectively, including shares issued pursuant to the DRIP and share-based compensation.

On December 30, 2014, the Company filed with the Maryland State Department of Assessments and Taxation articles supplementary to its charter that reclassified 1,000 authorized but unissued shares of the Company’s common stock as shares of convertible stock and set the terms of such convertible shares. The Company then issued 1,000 convertible shares to the Advisor for $1.00 per share. The convertible shares will automatically convert to shares of common stock upon the first occurrence of any of the Triggering Events.

Distributions

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

On May 13, 2013, the Company’s board of directors authorized, and the Company declared a distribution, which is calculated based on stockholders of record each day during the applicable period at a rate of $0.00565068493 per day, based on a price of $25.00 per share of common stock. The Company’s distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. The first distribution payment was made on June 3, 2013, relating to the period from May 30, 2013 (15 days after the date of the first asset acquisition) through May 31, 2013. Distributions payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore, distributions payments are not assured.

The below table shows the distributions paid during the three months ended March 31, 2015 and year ended December 31, 2014 (in thousands, except for shares):

Three Months Ended March 31, 2015

Payment Date	Weighted Average Shares Outstanding(1)		Amount Paid in Cash		Amount Issued under DRIP
January 2, 2015		16,006,444	$	1,512	$	1,109
February 2, 2015		17,192,517		1,618		1,182
March 2, 2015		18,644,252		1,567		1,154
Total			$	4,697	$	3,445

A-16

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 7 — Common Stock  – (continued)

Year Ended December 31, 2014

Payment Date	Weighted Average Shares Outstanding(1)		Amount Paid in Cash		Amount Issued under DRIP
January 2, 2014		1,219,825	$	141	$	74
February 3, 2014		1,463,829		171		85
March 3, 2014		1,979,935		213		106
April 1, 2014		2,644,003		305		163
May 1, 2014		3,277,803		353		206
June 2, 2014		4,126,746		452		282
July 2, 2014		5,372,322		571		356
August 2, 2014		6,956,879		759		485
September 2, 2014		8,925,637		951		628
October 2, 2014		10,575,893		1,073		736
November 2, 2014		12,253,800		1,249		905
December 1, 2014		13,880,235		1,354		1,001
Total			$	7,592	$	5,027

(1) Represents the weighted average shares outstanding for the period related to the respective payment date.

For the three months ended March 31, 2015, the Company paid cash distributions of $4.7 million and had net income of $4.6 million. As of March 31, 2015, the Company had a distribution payable of $3.3 million for distributions accrued in the month of March 2015. For the three months ended March 31, 2014, the Company paid cash distributions of $0.5 million and had net income of $0.2 million. As of December 31, 2014, the Company had a distribution payable of $2.6 million for distributions accrued in the month of December 2014.

Share Repurchase Program

The Company’s board of directors has adopted a Share Repurchase Program (“SRP”) that enables stockholders to sell their shares to the Company in limited circumstances. The SRP permits investors to sell their shares back to the Company after they have held them for at least one year, subject to the significant conditions and limitations described below.

The repurchase price per share depends on the length of time investors have held such shares as follows: after one year from the purchase date — the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date — the lower of $23.75 or 95.0% of the amount they actually paid for each share; after three years from the purchase date — the lower of $24.38 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $25.00 or 100% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations).

The Company is only authorized to repurchase shares pursuant to the SRP using the proceeds received from the DRIP and will limit the amount spent to repurchase shares in a given quarter to the amount of proceeds received from the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding on December 31 of the previous calendar year.

A-17

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 7 — Common Stock  – (continued)

When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares purchased under the SRP will have the status of authorized but unissued shares. The following table reflects the number of shares repurchased cumulatively through March 31, 2015:

	Number of Requests		Number of Shares Repurchased		Average Price per Share
Cumulative repurchases as of December 31, 2014		9		20,355	$	23.99
Three Months Ended March 31, 2015(1)		8		5,752		24.97
Cumulative repurchases as of March 31, 2015(1)		17		26,107	$	24.21

(1) Includes 8 unfulfilled repurchase requests consisting of 5,752 shares at an average repurchase price per share of $24.97, which were approved but not completed as of March 31, 2015.

Note 8 — Commitments and Contingencies

Unfunded Commitments Under Commercial Mortgage Loans

As of March 31, 2015 and December 31, 2014, the Company had unfunded commitments of $84.2 million and $63.5 million related to 20 and 14 commercial mortgage loans, respectively, which amounts will generally be funded to finance capital expenditures by the Company’s borrowers. These future commitments will expire over the next five years.

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time.

Note 9 — Related Party Transactions and Arrangements

As of March 31, 2015, an entity wholly-owned by the Sponsor owned 8,888 shares of the Company’s outstanding common stock and the Advisor owned 1,000 shares of the Company’s convertible stock.

Fees Paid in Connection with the Offering

The Dealer Manager receives fees and compensation in connection with the sale of the Company’s common stock in the Offering. The Dealer Manager receives a selling commission of up to 7.0% of the per share purchase price of the Company’s offering proceeds before reallowance of commissions earned by soliciting dealers. In addition, the Dealer Manager receives up to 3.0% of the gross proceeds from the sale of shares, before reallowance to soliciting dealers, as a dealer manager fee. The Dealer Manager may reallow its dealer manager fee to such soliciting dealers. A soliciting dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares (not including selling commissions and dealer manager fees) by such soliciting dealer, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. If this option is elected, the dealer manager fee will be reduced to 2.5% of gross proceeds (not including selling commissions and dealer manager fees).

A-18

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 9 — Related Party Transactions and Arrangements  – (continued)

The table below shows the fees incurred from the Dealer Manager associated with the Offering during the three months ended March 31, 2015 and 2014, respectively, and the associated payable as of March 31, 2015 and December 31, 2014, respectively (in thousands):

	Three Months Ended March 31,				Payable as of
	2015		2014		March 31, 2015		December 31, 2014
Total commissions and fees incurred from the Dealer Manager	$	9,247	$	3,851	$	295	$	119

The Advisor, its affiliates, entities under common control with the Advisor and the Dealer Manager receive compensation and reimbursement for services relating to the Offering.

An affiliate of the Company, RCS Advisory Services, LLC (“RCS”), is an entity under common control with the Sponsor. RCS performs legal, compliance and marketing services for the Company.

American National Stock Transfer, LLC (the “Transfer Agent”), an entity under common control with the Sponsor, provides the Company with transfer agent, registrar and supervisory services for the Company.

An affiliate of the Company, SK Research, LLC (“SK Research”), is an entity under common control with the Sponsor. SK Research provides broker-dealers and financial advisors with the research, critical thinking and analytical resources necessary to evaluate the viability, utility and performance of investment programs.

The table below shows the compensation and reimbursement to the Advisor, its affiliates, entities under common control with the Advisor and the Dealer Manager incurred for services relating to the Offering during the three months ended March 31, 2015 and 2014, respectively, and the associated payable as of March 31, 2015 and December 31, 2014, respectively (in thousands):

	Three Months Ended March 31,				Payable as of
	2015		2014		March 31, 2015		December 31, 2014
Total compensation and reimbursement for services provided by the Advisor, its affiliates, entities under common control with the Advisor and the Dealer Manager	$	1,962	$	360	$	1,786	$	1,725

The payables as of March 31, 2015 and December 31, 2014 in the table above are included in due to affiliate on the Company’s consolidated balance sheets.

The Company is responsible for organizational and offering costs from the ongoing Offering, excluding commissions and dealer manager fees, up to a maximum of 2.0% of gross proceeds from its ongoing Offering of common stock, measured at the end of the Offering. Organizational and offering costs in excess of the 2.0% cap as of the end of the Offering are the Advisor’s responsibility. As of March 31, 2015, organizational and offering costs did not exceed the 2.0% cap of gross proceeds received from the Offering.

A-19

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 9 — Related Party Transactions and Arrangements  – (continued)

Fees Paid in Connection with the Operations of the Company

The Advisor receives an acquisition fee of 1.0% of the principal amount funded by the Company to originate or acquire commercial mortgage loans and 1.0% of the anticipated net equity funded by the Company to acquire real estate securities. The Company reimburses the Advisor for expenses incurred by the Advisor on behalf of the Company related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5% of the principal amount funded by the Company to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by the Company to acquire real estate securities investments. In no event will the total of all acquisition fees and acquisition expenses exceed 4.5% of the principal amount funded with respect to the Company’s total portfolio including subsequent fundings to investments in the Company’s portfolio. During the three months ended March 31, 2015 and 2014, acquisition fees of $1.0 million and $0.3 million, respectively, have been recognized in the consolidated statement of operations. In addition, over the same periods, the Company capitalized $0.7 million and $0.1 million, respectively, of acquisition expenses to the Company’s consolidated balance sheets, which will be amortized over the life of each investment using the effective interest method.

The Company will pay the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 0.75% of the cost of the Company’s assets. Commencing on the NAV Pricing Date, the asset management fee will be based on the lower of the cost of the Company’s assets and the fair value of the Company’s assets (fair value will consist of the market value of each portfolio investment as determined in accordance with the Company’s valuation guidelines). The amount of the asset management fee will be reduced to the extent that funds from operations as defined by the National Association of Real Estate Investment Trusts (“FFO”), as adjusted, during the six month period ending on the last day of the calendar quarter immediately preceding the date such asset management fee is payable, is less than distributions declared during the same period. For purposes of this determination, FFO, as adjusted, is FFO adjusted to (i) include acquisition fees and acquisition expenses; (ii) include non-cash restricted stock grant amortization, if any; and (iii) impairments and loan loss reserves on investments, if any (including commercial mortgage loans and other debt investments). FFO, as adjusted, is not the same as FFO. During the three months ended March 31, 2015 and 2014, no asset management fees were incurred.

The Company will pay the Advisor, or its affiliates, an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital exceeds 6.0% per annum, the Advisor will be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to the Advisor exceed 10.0% of the aggregate total return for such year. This fee will be payable only upon the sale of assets, distributions or other event which results in the Company’s return on stockholders’ capital exceeding 6.0% per annum. During the three months ended March 31, 2015 and 2014, the Company incurred an annual subordinated performance fee of $0.4 million and $0, respectively.

Effective June 1, 2013, the Company entered into an agreement with the Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Company’s business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. The Company prepaid the cost of $0.9 million associated with this agreement and amortizes the cost over the estimated life of the Offering into “Other expense” on the Company’s consolidated statement of operations. The unamortized cost associated with this agreement is included in “Prepaid expenses and other assets” on the Company’s consolidated balance sheet.

A-20

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 9 — Related Party Transactions and Arrangements  – (continued)

The table below depicts related party fees and reimbursements in connection with the operations of the Company for the three months ended March 31, 2015 and 2014 and the associated payable as of March 31, 2015 and December 31, 2014 (in thousands):

	Three Months Ended March 31,				Payable as of
	2015		2014		March 31, 2015		December 31, 2014
Acquisition fees and acquisition expenses	$	1,781	$	397	$	155	$	—
Advisory and investment banking fee		14		135		—		—
Subordinated performance fee		362		—		965		191
Other related party expenses		21		—		21		—
Total related party fees and reimbursements	$	2,178	$	532	$	1,141	$	191

The payables as of March 31, 2015 and December 31, 2014 in the table above are included in due to affiliate on the Company’s consolidated balance sheets.

In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to waive certain fees. Because the Advisor may waive certain fees, cash flows from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor. The Advisor permanently waived a portion of the acquisition fees and expenses earned on the acquisition of the Company’s CMBS in the amount of $0.1 million and $0.1 million for the three months ended March 31, 2015 and 2014, respectively.

Subject to the limitations outlined below, the Company will reimburse the Advisor’s cost of providing administrative services and personnel costs in connection with other services during the operational stage, in addition to paying an asset management fee; however, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or disposition fees. For the three months ended March 31, 2015 and 2014, no administrative costs of the Advisor were reimbursed for any period in connection with the operations of the Company.

The Advisor must pay any expenses in which the Company’s operating expenses as defined by North American Securities Administrators Association at the end of the four preceding fiscal quarters exceeds the greater of (i) 2.0% of average invested assets or (ii) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period, unless a majority of the Company’s independent directors determine the excess expenses were justified based on unusual and nonrecurring factors.

The Advisor at its election may also contribute capital to enhance the Company’s cash position for working capital and distribution purposes. Any contributed capital amounts are not reimbursable to the Advisor. Further, any capital contributions are made without any corresponding issuance of common or preferred shares. The Advisor did not contribute capital to enhance the Company’s cash position for working capital or distribution purposes during the three months ended March 31, 2015 or 2014.

Fees Paid in Connection with the Liquidation of Assets, Listing of the Company’s Common Stock or Termination of the Advisory Agreement

The Company will pay a disposition fee of 1.0% of the contract sales price of each commercial mortgage loans or other investment sold, including real estate securities or CDOs issued by a subsidiary of the Company as part of a securitization transaction. The Company will not be obligated to pay a disposition fee upon the maturity, prepayment, workout, modification or extension of commercial real estate debt unless there

A-21

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 9 — Related Party Transactions and Arrangements  – (continued)

is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of (i) 1.0% of the principal amount of the debt prior to such transaction; or (ii) the amount of the fee paid by the borrower in connection with such transaction. If the Company takes ownership of a property as a result of a workout or foreclosure of a loan, it will pay a disposition fee upon the sale of such property.

During the year ended December 31, 2014, the Company changed the structure of its incentive compensation in order to eliminate the susceptibility of the OP to certain taxes. On December 31, 2014, the OP redeemed all of the special limited partnership interests held by the Realty Finance Special Limited Partnership, LLC (the “Special Limited Partner”), an entity controlled by the Sponsor. In addition, the Special Limited Partner transferred all of its common limited partnership interests in the OP to Realty Finance Trust LP, LLC (“RFT LP”), the Company’s wholly-owned subsidiary. As a result of these transactions, the Special Limited Partner no longer owns any interest in the OP and RFT LP is the sole limited partner of the OP.

On December 30, 2014, the Company filed with the Maryland State Department of Assessments and Taxation articles supplementary to its charter that reclassified 1,000 authorized but unissued shares of its common stock as shares of convertible stock and set the terms of such convertible shares. The Company then issued 1,000 convertible shares to the Advisor for $1.00 per share. The convertible shares issued to the Advisor will automatically convert to shares of the Company’s common stock upon the first to occur of any of the Triggering Events. In general, but with certain exceptions as outlined in the Articles Supplementary, each convertible share will convert into a number of common shares equal to  1/1000 of the quotient of (a) the conversion product (the product of 0.15 times the amount, if any, by which (i) the sum of the enterprise value as of the date of the Triggering Event plus total distributions paid to the Company’s stockholders through the date of the Triggering Event exceeds (ii) the sum of the Company’s stockholders’ invested capital plus a 6.0% return as of the date of the Triggering Event) divided by (b) the quotient of the enterprise value divided by the number of shares of the Company’s common stock outstanding (on an as-converted basis) on the date of the Triggering Event. The conversion product will be reduced by the amounts payable pursuant to the annual subordinated performance fee as realized appreciation in the Company’s assets during the time that the Advisor or one of its affiliates acts as the Company’s advisor.

During the three months ended March 31, 2015 and 2014, no fees were paid for any period in connection with the liquidation of assets, listing of the Company’s common stock or termination of the advisory agreement.

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

Note 10 — Fair Value of Financial Instruments

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

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

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

A-22

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 10 — Fair Value of Financial Instruments  – (continued)

• Level III — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

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

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

Real estate securities or CMBS, are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, recent trades of similar real estate securities and the spreads used in the prior valuation. The Company obtains current market spread information where available and uses this information in evaluating and validating the market price of all real CMBS. Depending upon the significance of the fair value inputs used in determining these fair values, these real estate securities are classified in either Level II or Level III of the fair value hierarchy. As of March 31, 2015 and December 31, 2014, the Company received broker quotes on each CMBS investment used in determining the fair value. As of March 31, 2015 and December 31, 2014, the Company’s CMBS investments have been classified as Level II due to the observable nature of many of the market inputs.

The following table presents the Company’s financial instrument carried at fair value on a recurring basis in the condensed consolidated balance sheet by its level in the fair value hierarchy as of March 31, 2015 and December 31, 2014 (in thousands):

	Total		Level I		Level II		Level III
March 31, 2015
Real estate securities	$	58,375	$	—	$	58,375	$	—
Repurchase agreements – commercial mortgage loans		182,307		—		182,307		—
Repurchase agreements – real estate securities		37,734		—		37,734		—
December 31, 2014
Real estate securities		50,234		—		50,234		—
Repurchase agreements – commercial mortgage loans		150,169		—		150,169		—
Repurchase agreements – real estate securities		26,269		—		26,269		—

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between levels within fair value hierarchy during the three months ended March 31, 2015 and 2014.

A-23

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 10 — Fair Value of Financial Instruments  – (continued)

The fair value of cash and cash equivalents and restricted cash measured using observable quoted market prices, or Level I inputs. The fair value of short-term financial instruments, such as accrued interest receivable, prepaid expenses and other assets, accounts payable and accrued expenses, distributions payable, interest payable and due to affiliate are approximated by their carrying value on the consolidated balance sheets due to their short-term nature, and are measured using Level II inputs.

The fair values of the Company’s remaining commercial mortgage loans, which are not reported at fair value on the condensed consolidated balance sheets are reported below as of March 31, 2015 and December 31, 2014 (in thousands):

	Level		Carrying Value		Fair Value
March 31, 2015		III	$	559,772	$	569,174
December 31, 2014		III		457,454		474,932

The fair value of the commercial mortgage loans is estimated using a discounted cash flow analysis, based on the Advisor’s experience with similar types of investments.

Note 11 — Offsetting Assets and Liabilities

The Company’s condensed consolidated balance sheets used a gross presentation of repurchase agreements. The table below provides a gross presentation, the effects of offsetting and a net presentation of the Company’s repurchase agreements within the scope of ASC 210-20, Balance Sheet — Offsetting, as of March 31, 2015 and December 31, 2014, respectively (in thousands):

	Gross Amounts of Recognized Liabilities		Gross Amounts Offset on the Balance Sheet		Net Amount of Liabilities Presented on the Balance Sheet		Gross Amounts Not Offset on the Balance Sheet
Repurchase Agreements							Financial Instruments		Cash Collateral Pledged		Net Amount
As of March 31, 2015
Commercial mortgage loans	$	182,307	$	—	$	182,307	$	363,971	$	—	$	—
Real estate securities		37,734		—		37,734		50,376		68		—
As of December 31, 2014
Commercial mortgage loans		150,169		—		150,169		301,704		—		—
Real estate securities		26,269		—		26,269		38,834		68		—

Note 12 — Segment Reporting

The Company conducts its business through the following segments:

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

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

A-24

REALTY FINANCE TRUST, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

Note 12 — Segment Reporting  – (continued)

The following table represents the Company’s operations by segment for the three months ended March 31, 2015 and 2014 (in thousands):

	Total		Real Estate Debt		Real Estate Securities
Three Months Ended March 31, 2015
Interest income	$	9,605	$	9,196	$	409
Interest expense		1,933		1,804		129
Net income		4,632		4,546		86
Total assets		641,971		582,976		58,995
Three Months Ended March 31, 2014
Interest income		977		940		37
Interest expense		21		9		12
Net income (loss)		226		349		(123	)
Total assets		71,431		56,913		14,518

For the purposes of the table above, any expenses unallocable to specific segments have been allocated to the business segments using a percentage derived by using the sum of commercial mortgage loans, net and real estate securities, at fair value as the denominator and commercial mortgage loans, net and real estate securities, at fair value as the numerators.

Note 13 — Subsequent Events

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

Sales of Common Stock

As of April 30, 2015, the Company had 21,214,570 shares of common stock outstanding, including shares issued under the DRIP and unvested restricted shares and has raised total proceeds from the Offering of $526.7 million. As of April 30, 2015, the aggregate value of all share issuances in the Offering was $529.8 million based on a per share value of $25.00 (or $23.75 per share for shares issued under the DRIP).

Total capital raised through April 30, 2015, including shares issued under the DRIP and unvested restricted shares, is as follows (in thousands):

Source of Capital	Inception to March 31, 2015		April 1, 2015 to April 30, 2015		Total
Common stock	$	482,202	$	44,479	$	526,681

Distributions Paid

On April 1, 2015, the Company paid a distribution of $3.3 million to stockholders of record during the month of March 2015. Approximately $1.9 million of the distribution was paid in cash, while $1.4 million was used to purchase 58,714 shares for those stockholders that chose to reinvest distributions through the DRIP.

Commercial Mortgage Loans

For the period from April 1, 2015 to April 30, 2015 the Company has originated and acquired commercial mortgage loans and CMBS with a total par value of $53.3 million and $18.0 million, respectively.

A-25

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

The following discussion should be read in conjunction with the accompanying condensed consolidated financial statements of Realty Finance Trust, Inc. the notes thereto and other financial information included elsewhere in this Quarterly Report on Form 10-Q as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2015, as amended by the Form 10-K/A filed with the SEC on April 29, 2015.

As used herein, the terms “we,” “our” and “us” refer to Realty Finance Trust, Inc. (formerly ARC Realty Finance Trust, Inc.), a Maryland corporation, and, as required by context, to Realty Finance Operating Partnership, L.P., a Delaware limited partnership, which we refer to as the “OP,” and to its subsidiaries. We are externally managed by Realty Finance Advisors, LLC (our “Advisor”), a Delaware limited liability company.

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

• our use of the proceeds of the offering for sale of a maximum of $2.0 billion of common stock, $0.01 par value per share, on a reasonable best efforts basis, pursuant to a registration statement on Form S-11 (the “Offering”);

• our business and investment strategy;

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

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

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

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

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

• the degree and nature of our competition;

• the availability of qualified personnel;

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

• other factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014.

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

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

Overview

We were incorporated in Maryland on November 15, 2012 and conduct our operations to qualify as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2013. We are offering for sale a maximum of $2.0 billion of common stock, $0.01 par value per share, on a reasonable best efforts basis, pursuant to a registration statement on Form S-11 filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). The Offering also covers the offer and sale of up to approximately $400.0 million in shares of common stock pursuant to a distribution reinvestment plan (“DRIP”) under which common stockholders may elect to have their distributions reinvested in additional shares of common stock.

A-26

On May 14, 2013, we commenced business operations after raising in excess of $2.0 million of equity, the amount required for us to release equity proceeds from escrow.

Prior to the filing or our second quarterly report on Form 10-Q following February 12, 2015 (the “NAV Pricing Date”), the per share purchase price in the Offering will be up to $25.00 per share (including the maximum allowed to be charged for commissions and fees) and the per share purchase price for shares issued under the DRIP will be $23.75, which is 95% of the purchase price per share in the Offering. As of March 31, 2015, the aggregate value of all the common stock outstanding was $484.7 million based on a per share value of $25.00 (or $23.75 for shares issued under DRIP). The cost to raise capital for the three months ended March 31, 2015 was 11.6% of the gross proceeds received during the same period. After the NAV Pricing Date, we will begin offering shares in the Offering and the DRIP at a per share purchase price that will vary quarterly and will be equal to the NAV divided by the number of shares outstanding as of the end of the business day immediately preceding the day on which we make our quarterly periodic filing (“per share NAV”). Applicable selling commissions and dealer manager fees will be added to the per share price for shares in our primary offering but not for the DRIP.

On December 30, 2014, we filed with the Maryland State Department of Assessments and Taxation articles supplementary to our charter that reclassified 1,000 authorized but unissued shares of our common stock as shares of convertible stock and set the terms of such convertible shares. We then issued 1,000 convertible shares to the Advisor for $1.00 per share. The convertible shares will automatically convert to shares of our common stock upon the first occurrence of any of the following triggering events (the “Triggering Event”): (i) we have paid total distributions on the then-outstanding shares of common stock in an amount equal to or in excess of the sum of the invested capital (as defined in our charter) plus an aggregate 6.0% cumulative, pre-tax, non-compounded, annual return on such invested capital, (ii) a listing of our shares of common stock on a national securities exchange and (iii) the termination of our advisory agreement under certain circumstances.

We were formed to originate, acquire and manage a diversified portfolio of commercial real estate debt secured by properties located both within and outside of the United States. We may also invest in commercial real estate securities. Commercial real estate debt investments may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. Commercial real estate securities may include commercial mortgage-backed securities (“CMBS”), senior unsecured debt of publicly traded REITs, debt or equity securities in other publicly traded real estate companies and collateralized debt obligations (“CDOs”).

We have no direct employees. We have retained the Advisor to manage our affairs on a day-to-day basis. Realty Capital Securities, LLC (the “Dealer Manager”) serves as the dealer manager of the Offering. The Advisor and Dealer Manager are under common control with the parent of the Sponsor, as a result of which they are related parties and each of them have or will receive compensation and fees for services related to the Offering and the investment and management of our assets. The Advisor and Dealer Manager receive fees during the offering, acquisition, operational and liquidation stages.

Significant Accounting Policies and Use of Estimates

A summary of our significant accounting policies is set forth in Note 2 — Summary of Significant Accounting Policies to our condensed financial statements included in this Quarterly Report on Form 10-Q. A full disclosure of our significant accounting polices is disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014.

Portfolio

As of March 31, 2015 and December 31, 2014, our portfolio consisted of 46 and 38 loans (the “Loans”) and nine and eight investments in CMBS, respectively. The Loans had a total carrying value, net of reserve, of $559.1 million and $456.9 million, and our CMBS investments had a fair value of $58.4 million and $50.2 million as of March 31, 2015 and December 31, 2014, respectively. The increase in the size of our portfolio is due to investing capital received from the Offering. We currently estimate loss rates based on historical realized losses experienced in the industry and take into account current collateral and economic conditions affecting the probability or severity of losses when establishing the allowance for loan losses.

A-27

We recorded a general allowance for loan losses as of March 31, 2015 and December 31, 2014 in the amount of $0.7 million and $0.6 million, respectively. There were no impaired or specifically reserved loans in the portfolio as of March 31, 2015 and December 31, 2014.

The Loans bear a weighted average coupon of 6.78% and 7.06%, and have a weighted average life of 3.1 and 3.2 years as of March 31, 2015 and December 31, 2014, respectively. During the three months ended March 31, 2015, we invested $116.4 million in 10 loans including $0.7 million of capitalized acquisition fees and expenses. We recorded interest income of $9.2 million and $0.8 million on the Loans for the three months ended March 31, 2015 and 2014, respectively.

Our CMBS investments have a weighted average coupon of 3.41% and 3.3% and a remaining life of 2.5 and 1.8 years as of March 31, 2015 and December 31, 2014, respectively. We recorded interest income of $0.4 million and $36,850 on our CMBS investments for the three months ended March 31, 2015 and 2014, respectively. To date, we have not sold any CMBS investments.

A-28

The following charts summarize our portfolio as a percentage of par value, including CMBS, by the collateral type, geographical region and coupon rate type as of March 31, 2015 and December 31, 2014:

A-29

An investments region classification is defined according to the below map based on the location of investments secured property. The geographical region chart as of December 31, 2014 has been conformed to reflect current period presentation.

A-30

The following charts show the par value by maturity year for the investments in our portfolio as of March 31, 2015 and December 31, 2014.

A-31

The following table shows selected data from our commercial mortgage loans portfolio as of March 31, 2015 (in thousands):

Loan Type	Property Type		Par Value		Interest Rate(1)		Effective Yield			Loan to Value(2)
Senior 1		Office	$	11,450		5.00% +1M LIBOR		5.50	%		70.0	%
Senior 2		Retail		3,389		5.40% +1M LIBOR		6.30	%		73.9	%
Senior 3		Mixed Use		14,000		8.00% +1M LIBOR		10.90	%		70.0	%
Senior 4		Office		5,750		4.90% +1M LIBOR		5.10	%		80.0	%
Senior 5		Mixed Use		31,250		4.50% +1M LIBOR		4.90	%		75.0	%
Senior 6		Mixed Use		32,272		5.50% +1M LIBOR		5.80	%		55.3	%
Senior 7		Retail		9,450		4.90% +1M LIBOR		5.30	%		70.0	%
Senior 8		Mixed Use		7,460		4.75% +1M LIBOR		5.20	%		78.0	%
Senior 9		Hotel		10,171		5.75% +1M LIBOR		6.10	%		60.0	%
Senior 10		Retail		11,800		4.75% +1M LIBOR		5.10	%		79.4	%
Senior 11		Office		22,150		4.65% +1M LIBOR		5.30	%		80.0	%
Senior 12		Office		9,150		5.50% +1M LIBOR		6.10	%		75.0	%
Senior 13		Office		14,200		5.20% +1M LIBOR		5.50	%		75.0	%
Senior 14		Office		34,500		5.25% +1M LIBOR		5.70	%		75.0	%
Senior 15		Office		11,400		4.80% +1M LIBOR		5.00	%		75.0	%
Senior 16		Mixed Use		9,600		5.10% +1M LIBOR		5.60	%		75.0	%
Senior 17		Office		9,180		5.00% +1M LIBOR		5.60	%		75.0	%
Senior 18		Multifamily		6,611		4.75% +1M LIBOR		5.20	%		78.3	%
Senior 19		Office		24,500		4.60% +1M LIBOR		5.00	%		65.0	%
Senior 20		Retail		11,450		4.50% +1M LIBOR		4.80	%		74.8	%
Senior 21		Multifamily		12,840		5.00% +1M LIBOR		5.40	%		76.7	%
Senior 22		Multifamily		8,600		4.70% +1M LIBOR		5.10	%		68.8	%
Senior 23		Retail		9,850		5.25% +1M LIBOR		5.70	%		80.0	%
Senior 24		Multifamily		10,450		4.75% +1M LIBOR		5.10	%		75.0	%
Senior 25		Retail		13,500		5.00% +1M LIBOR		5.40	%		78.0	%
Mezzanine 1		Hotel		6,344		5.50%		12.70	%		76.7	%
Mezzanine 2		Multifamily		5,000		9.00%		8.70	%		73.9	%
Mezzanine 3		Office		9,000		11.00% +3M LIBOR		10.90	%		77.9	%
Mezzanine 4		Office		5,000		11.00%		10.80	%		63.6	%
Mezzanine 5		Student Housing		4,000		12.00%		11.70	%		74.5	%
Mezzanine 6		Hotel		11,000		7.05% +1M LIBOR		7.00	%		70.0	%
Mezzanine 7		Hotel		3,000		11.00%		10.80	%		81.8	%
Mezzanine 8		Office		7,000		12.00%		11.90	%		78.3	%
Mezzanine 9		Retail		1,962		13.00%		12.90	%		85.0	%
Mezzanine 10		Office		10,000		8.00% +1M LIBOR		8.00	%		80.0	%
Mezzanine 11		Multifamily		3,480		9.50%		9.40	%		84.5	%
Mezzanine 12		Hotel		35,000		8.40% +1M LIBOR		8.30	%		70.1	%
Mezzanine 13		Mixed Use		7,000		10.50% +1M LIBOR		11.00	%		84.0	%
Mezzanine 14		Hotel		12,000		9.00% +1M LIBOR		8.90	%		74.2	%
Mezzanine 15		Student Housing		5,000		8.00% +1M LIBOR		7.90	%		71.0	%
Mezzanine 16		Office		45,000		7.25% +1M LIBOR		7.10	%		76.0	%
Mezzanine 17		Office		9,000		10.50%		10.40	%		85.0	%
Mezzanine 18		Office		5,100		10.00% +3M LIBOR		10.30	%		79.5	%
Mezzanine 19		Office		10,000		10.00%		10.90	%		79.0	%
Mezzanine 20		Office		15,000		11.00%		10.90	%		80.0	%
Subordinated 1		Net Lease Retail		10,000		11.00%		11.00	%		50.1	%
			$	563,859				7.00	%		73.3	%

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(1) Our floating rate loan agreements contain the contractual obligation for the borrower to maintain an interest rate cap to protect against rising interest rates. In a simple interest rate cap, the borrower pays a premium for a notional principal amount based on a capped interest rate (the “cap rate”). When the floating rate exceeds the cap rate, the borrower receives a payment from the cap counterparty equal to the difference between the floating rate and the cap rate on the same notional principal amount for a specified period of time. When interest rates rise, the value of an interest rate cap will increase, thereby reducing the borrower’s exposure to rising interest rates.

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

Results of Operations

Comparison of the Three Months Ended March 31, 2015 to the Three Months Ended March 31, 2014

We conduct our business through the following segments:

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

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

Net Interest Income

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

The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the three months ended March 31, 2015 and 2014 (dollars in thousands):

	Three Months Ended March 31,
	2015								2014
	Average Carrying Value(1)			Interest Income/ Expense(2)		WA Yield/ Financing Cost(3)(4)			Average Carrying Value(1)			Interest Income/ Expense(2)		WA Yield/ Financing Cost(3)(4)
Interest-earning assets:
Real estate debt	$	508,613		$	9,196		7.2	%	$	42,873		$	767		7.2	%
Real estate securities		54,495			409		3.0	%		9,758			8		0.3	%
Total		563,108			9,605		6.8	%		52,631			775		5.9	%
Interest-bearing liabilities:
Repurchase Agreements – Loans		166,238			1,804		4.3	%		7,303			32		1.8	%
Repurchase Agreements –  Securities		32,002			129		1.6	%		—			—		—	%
Total		198,240			1,933		3.9	%		7,303			32		1.8	%
Net interest income/spread					7,672		2.9	%				$	743		4.1	%
Average stockholders’ equity		371,500								43,919
Debt to equity ratio(5)		53.4	%							16.6	%
Weighted average return on equity(6)							8.3	%							6.6	%

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(1) Based on amortized cost for real estate debt and real estate securities and principal amount for repurchase agreements. All amounts are calculated based on quarterly averages.

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

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

(4) Annualized.

(5) Calculated by dividing average interest-bearing liabilities by average stockholders’ equity.

(6) Calculated by taking the sum of (i) the net interest spread multiplied by the debt to equity ratio and (ii) the interest-earning assets.

Interest income

Interest income for the three months ended March 31, 2015 and 2014 totaled $9.6 million and $1.0 million, respectively. As of March 31, 2015, our portfolio consisted of 46 Loans and nine investments in CMBS. The Loans had a total carrying value of $559.1 million and our CMBS investments had a fair value of $58.4 million, while during the three months ended March 31, 2014, we had made five investments with a total carrying value of $33.5 million. The growth in the overall size of the portfolio is the main driver in the increase in interest income, and we anticipate this growth of interest income will continue as we continue to invest capital through the Offering.

Interest expense

Interest expense for the three months ended March 31, 2015 and 2014 totaled $1.9 million and $21,000, respectively. As of March 31, 2015 and 2014, we had total leverage outstanding of $220.0 million and $176.4 million, respectively. Interest expense directly correlates with sources of financing available as well as utilization of those sources. We anticipate continued utilization of leverage as we grow the portfolio during the Offering and as additional sources of leverage become available.

Expenses from operations

Expenses from operations for the three months ended March 31, 2015 and 2014 were made up of the following (in thousands):

	Three Months Ended March 31,
	2015		2014
Acquisition fees	$	1,032	$	259
Subordinated performance fee		362		—
Professional fees		1,379		113
Other expenses		123		272
Loan loss provision		144		86
Total expenses from operations	$	3,040	$	730

Our expenses from operations were primarily related to asset acquisition fees which will continue to trend parallel with the rate of our originations and acquisitions. During the three months ended March 31, 2015, we originated and acquired loans and CMBS with a par value of $102.6 million and in conjunction with these transactions we expensed $1.0 million of acquisition fees. Another driver of the increase in expenses during the three months ended March 31, 2015 compared to March 31, 2014, was professional fees. During the three months ended March 31, 2015, we incurred approximately $1.2 million in audit fees.

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Non-GAAP Financial Measures

Funds from Operations and Modified Funds from Operations

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

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004, (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of depreciable property, property and asset impairment write-downs, depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our business plan is to operate as a mortgage REIT with our portfolio consisting of commercial mortgage loan investments and investments in real estate securities. We will typically have no FFO adjustments to our net income or loss computed in accordance with GAAP as a result of operating as a mortgage REIT. Although we have the ability to acquire real property, we have not acquired any at this time and as such have not had any FFO adjustments to our net income or loss computed in accordance with GAAP.

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

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

We define MFFO, a non-GAAP measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the “Practice Guideline”) issued by the IPA in November 2010. We define MFFO as FFO further adjusted for the following items, as applicable: acquisition fees; accretion of discounts and amortization of premiums and other loan expenses on debt investments; fair value adjustments on real estate related investments such as commercial real estate securities or derivative investments included in net income; impairments of real estate related investments, gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental

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attribute of the business plan, unrealized gains or losses from fair value adjustments on real estate securities, including commercial mortgage backed securities and other securities, interest rate swaps and other derivatives not deemed to be hedges and foreign exchanges holdings; unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums and other loan expenses on debt investments, gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While we will be responsible for managing interest rate, hedge and foreign exchange risk, we expect to retain an outside consultant to review all our hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such gains and losses in calculating MFFO, as such gains and losses are not reflective of our core operations.

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

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

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

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

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

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

The table below reflects the items deducted or added to net income or loss in our calculation of FFO and MFFO for the three months ended March 31, 2015 and 2014 (in thousands):

	Three Months Ended March 31,
	2015			2014
Funds From Operations:
Net income (loss)	$	4,632		$	226
Funds from operations	$	4,632		$	226
Modified Funds From Operations:
Funds from operations	$	4,632		$	226
Amortization of premiums, discounts and fees on investments, net		(334	)		(52	)
Acquisition fees and acquisition expenses(1)		1,032			259
Loan loss provision		144			86
Modified funds from operations	$	5,474		$	519

(1) Beginning with the quarterly report on Form 10-Q filed for the period ended September 30, 2014, only acquisition fees and expenses reflected in current period income have been added back to FFO. Previously, all acquisition fees and expenses, whether expensed or capitalized, were added back under this caption in the period incurred. Comparative periods have been changed to reflect the current presentation.

Liquidity and Capital Resources

Our principal demands for cash will be acquisition costs, including the purchase price of any investments we originate or acquire, the payment of our operating and administrative expenses, continuing debt service obligations and distributions to our stockholders. Generally, we will fund our investments from the net proceeds of the Offering. We can acquire our assets with cash or debt, but we also may acquire assets free and clear of indebtedness by paying the entire purchase price for the asset in cash or in OP units. We currently believe that we have sufficient liquidity and capital resources available for the acquisition of additional investments, repayments on borrowings and the payment of cash dividends.

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Loan Repo Facilities

We entered into a Master Repurchase Agreement (“MRA”) with JPMorgan Chase Bank, National Association (the “JPM Repo Facility”). The JPM Repo Facility provides up to $150.0 million in advances, subject to adjustment, which we expect to use to finance the acquisition or origination of eligible loans, including first mortgage loans, junior mortgage loans, mezzanine loans and participation interests therein. Advances under the JPM Repo Facility accrue interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of between 2.25% to 4.50%, depending on the attributes of the purchased assets. The initial maturity date of the JPM Repo Facility is June 18, 2016, with a one-year extension at our option, which may be exercised upon the satisfaction of certain conditions. As of March 31, 2015 and December 31, 2014, there was $75.9 million and $76.5 million of principal outstanding on the JPM Repo Facility, respectively.

We entered into an MRA with Barclays Bank PLC (the “Barclays Repo Facility”). The Barclays Repo Facility provides up to $150.0 million in advances, subject to adjustment, which we expect to use to finance the acquisition or origination of eligible loans, including first mortgage loans, junior mortgage loans, mezzanine loans and participation interests therein. Advances under the Barclays Repo Facility accrue interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of between 2.00% to 2.50%, depending on the attributes of the purchased assets. The initial maturity date of the Barclays Repo Facility is September 3, 2015, with four six-month extensions at our option, which may be exercised upon the satisfaction of certain conditions. As of March 31, 2015 and December 31, 2014, we had $106.4 million and $73.7 million outstanding under the Barclays Repo Facility, respectively.

CMBS Master Repurchase Agreements

We entered into various MRAs that allow us to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30 – 90 days and terms are adjusted for current market rates as necessary. As of March 31, 2015 and December 31, 2014, we entered into six MRAs, of which three were in use, described below (in thousands):

Counterparty	Amount Outstanding		Accrued Interest		Weighted Average
					Interest Rate			Days to Maturity
As of March 31, 2015
Citigroup Global Markets, Inc.	$	4,010	$	2		1.48	%		20
J.P. Morgan Securities LLC		29,993		14		1.38	%		20
Wells Fargo Securities, LLC		3,731		2		1.53	%		20
Total/Weighted Average	$	37,734	$	18		1.41	%		20
As of December 31, 2014
Citigroup Global Markets, Inc.	$	4,010	$	2		1.46	%		20
J.P. Morgan Securities LLC		18,528		8		1.44	%		20
Wells Fargo Securities, LLC		3,731		2		1.52	%		20
Total/Weighted Average	$	26,269	$	12		1.46	%		20

As of March 31, 2015 and December 31, 2014, our $37.7 million and $26.3 million of borrowings under repurchase agreements were collateralized by CMBS with a fair value of $50.4 million and $33.8 million, respectively.

We expect to use additional debt financing as a source of capital. Under our charter, the maximum amount of our total indebtedness shall not exceed 300% of our total “net assets” (as defined by the NASAA REIT Guidelines) as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of our investments; however, we may exceed that limit if approved by a majority of our independent directors and disclosed to stockholders in our next quarterly report following such borrowing along with justification for exceeding such limit. This charter limitation, however, does not apply to individual real estate assets or investments. In addition, it is currently our intention to limit our aggregate borrowings to 45% of the

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aggregate fair market value of our assets (calculated after the close of the Offering and once we have invested substantially all the proceeds of the Offering), unless borrowing a greater amount is approved by a majority of our independent directors and disclosed to stockholders in our next quarterly report following such borrowing along with justification for borrowing such a greater amount. This limitation, however, will not apply to individual real estate assets or investments. At the date of acquisition of each asset, we anticipate that the cost of investment for such asset will be substantially similar to its fair market value, which will enable us to satisfy our requirements under the NASAA REIT Guidelines. However, subsequent events, including changes in the fair market value of our assets, could result in our exceeding these limits. We anticipate that adequate cash will be generated from operations to fund our operating and administrative expenses, continuing debt service obligations and the payment of distributions.

In addition to our current mix of financing sources, we may also access additional forms of financings, including credit facilities, securitizations and public and private, secured and unsecured debt issuances by us or our subsidiaries.

Distributions

On May 13, 2013, our board of directors authorized, and we declared, a distribution, which will be calculated based on stockholders of record each day during the applicable period at a rate of $0.00565068493 per day based on a price of $25.00 per share of common stock. The distributions began to accrue on May 30, 2013 (15 days following our initial loan acquisition) and will be payable by the fifth day following the end of each month to stockholders of record at the close of business each day during the prior month.

The below table shows the distributions paid on shares outstanding during the three months ended March 31, 2015 and year ended December 31, 2014 (in thousands, except share data):

Three Months Ended March 31, 2015

Payment Date	Weighted Average Shares Outstanding(1)		Amount Paid in Cash		Amount Issued under DRIP
January 2, 2015		16,006,444	$	1,512	$	1,109
February 2, 2015		17,192,517		1,618		1,182
March 2, 2015		18,644,252		1,567		1,154
Total			$	4,697	$	3,445

Year Ended December 31, 2014

Payment Date	Weighted Average Shares Outstanding(1)		Amount Paid in Cash		Amount Issued under DRIP
January 2, 2014		1,219,825	$	141	$	74
February 3, 2014		1,463,829		171		85
March 3, 2014		1,979,935		213		106
April 1, 2014		2,644,003		305		163
May 1, 2014		3,277,803		353		206
June 2, 2014		4,126,746		452		282
July 2, 2014		5,372,322		571		356
August 2, 2014		6,956,879		759		485
September 2, 2014		8,925,637		951		628
October 2, 2014		10,575,893		1,073		736
November 2, 2014		12,253,800		1,249		905
December 1, 2014		13,880,235		1,354		1,001
Total			$	7,592	$	5,027

(1) Represents the weighted average shares outstanding for the period related to the respective payment date.

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

	Three Months Ended March 31,
	2015					2014
Distributions:
Cash distributions paid	$	4,697				$	523
Distributions reinvested		3,445					266
Total distributions	$	8,142				$	789
Source of distribution coverage:
Cash flows provided by operations	$	4,697		57.7	%	$	—			—	%
Proceeds from issuance of common stock		—		—	%		523			66.3	%
Common stock issued under DRIP		3,445		42.3	%		266			33.7	%
Total sources of distributions	$	8,142		100.0	%	$	789			100.0	%
Cash flows provided by (used in) operations (GAAP)	$	5,258				$	(1,038	)
Net income (GAAP)	$	4,632				$	226

The following table compares cumulative distributions paid to cumulative net income (in accordance with GAAP) for the period from November 15, 2012 (date of inception) through March 31, 2015 (in thousands):

	For the Period from November 15, 2012 (date of inception) to March 31, 2015
Distributions paid:
Common stockholders in cash	$	12,575
Common stockholders pursuant to DRIP/offering proceeds		8,661
Total distributions paid	$	21,236
Reconciliation of net income:
Net interest income	$	21,685
Gain on sale		112
Acquisition fees		(5,418	)
Other operating expenses		(6,246	)
Net income (in accordance with GAAP)	$	10,133
Cash flows provided by operations	$	8,719

Cash Flows

Cash Flows for the Three Months Ended March 31, 2015

Net cash provided by operating activities for the three months ended March 31, 2015 was $5.3 million. Cash inflows were primarily driven by an increase in net interest income to $7.7 million, but were partially offset by cash outflows mainly for acquisition fees of $1.0 million.

Net cash used in investing activities for the three months ended March 31, 2015 was $110.1 million. Cash outflows were primarily driven by originations and acquisitions with $116.4 million and $8.0 million representing our investment in 10 new loans and one new CMBS position, respectively.

Net cash provided by financing activities for the three months ended March 31, 2015 was $121.6 million. Cash inflows for the period of $92.8 million from the issuance of common stock, $32.1 million from net borrowings on the Loan Repo Facilities and $11.5 million from net borrowings on our CMBS MRAs which were partially offset by the payment of $9.2 million of offering costs.

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Cash Flows for the Three Months Ended March 31, 2014

Net cash used in operating activities for the three months ended March 31, 2014 was $1.0 million. Cash inflows were primarily driven by our net income of $0.2 million. These cash inflows were offset by cash outflows that consisted of an increase in accounts receivable and prepaid expenses of $1.4 million.

Net cash used in investing activities for the three months ended March 31, 2014 was $33.5 million. Cash outflows were primarily driven by the acquisition of three loan investments.

Net cash provided by financing activities for the three months ended March 31, 2014 was $34.7 million. The level of cash provided by financing activities was mainly driven by sales our common stock during the period of $40.8 million.

Related Party Arrangements

Realty Finance Advisors, LLC

Subject to certain restrictions and limitations, our Advisor is responsible for managing our affairs on a day-to-day basis and for identifying, originating, acquiring and asset managing investments on our behalf. For such services, to the extent permitted by law and regulations, our Advisor receives fees and reimbursements from us. Below is a description of the fees and reimbursements incurred to our Advisor.

Organization and Offering Expenses

Our Advisor is entitled to receive reimbursement for organization and offering expenses, which may include reimbursements to our Advisor for other organization and offering expenses it incurs for due diligence fees included in detailed and itemized invoices. We are obligated to reimburse our Advisor for organization and offering costs to the extent the organization and offering expenses do not exceed 2.0% of gross proceeds from the Offering. Our Advisor does not expect reimbursable organization and offering costs, excluding selling commissions and dealer manager fees, to exceed 1.5% of the gross proceeds from the Offering. We shall not reimburse our Advisor for any organization and offering costs that our independent directors determine are not fair and commercially reasonable to us.

Operating Costs

We will reimburse our Advisor’s costs of providing administrative services. Additionally, we will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or disposition fees. The Advisor must pay any expenses in which our operating expenses as defined by North American Securities Administrators Association at the end of the four preceding fiscal quarters exceeds the greater of (i) 2.0% of average invested assets or (ii) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period, unless a majority of our independent directors determine the excess expenses were justified based on unusual and nonrecurring factors.

Asset Management Fee

Our Advisor, or its affiliates, receives an annual asset management fee equal to 0.75% of the cost of our assets. Commencing on the NAV Pricing Date, the asset management fee will be based on the lower of 0.75% of the cost of our assets and 0.75% of the fair value of our assets (fair value will consist of the market value of each portfolio investment as determined in accordance with our valuation guidelines). This fee will be paid monthly in arrears, based on assets held by us during the measurement period adjusted for the appropriate closing dates for individual investments. The amount of the asset management fee will be reduced to the extent that the amount of distributions declared during the six month period ending on the last day of the calendar quarter immediately preceding the date such asset management fee is payable, exceeds FFO, as adjusted, for the same period.

Acquisition Fee

Our Advisor, or its affiliates, receives an acquisition fee equal to 1.0% of the contract purchase price paid for our commercial real estate debt or other commercial real estate investments and 1.0% of the anticipated net equity funded by the us to acquire real estate securities.

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Acquisition Expense

Our Advisor, or its affiliates, may receive reimbursements for acquisition expenses incurred including personnel costs related to selecting, evaluating, originating and acquiring investments on our behalf and we may incur third party acquisition expenses. We reimburse the Advisor, or its affiliates, up to 0.5% of the principal amount funded by us to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by us to acquire real estate securities investments. In no event will the total of all acquisition fees and acquisition expenses exceed 4.5% of the principal amount funded with respect to our total portfolio including subsequent fundings to investments in our portfolio.

Asset Disposition Fee

For substantial assistance in connection with the sale of investments, as determined by our board of directors, we will pay our Advisor, or its affiliates, a disposition fee of 1.0% of the contract sales price of each commercial mortgage loan or other investment sold, including real estate securities or collateralized debt obligations issued by our subsidiary as part of a securitization transaction. We will not be obligated to pay a disposition fee upon the maturity, prepayment, workout, modification or extension of commercial real estate debt unless there is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of (i) 1.0% of the principal amount of the debt prior to such transaction; or (ii) the amount of the fee paid by the borrower in connection with such transaction. If we take ownership of a property as a result of a workout or foreclosure of a loan, we will pay a disposition fee upon the sale of such property.

Annual Subordinated Performance Fee

We pay the Advisor an annual subordinated performance fee calculated on the basis of our total return to stockholders, payable monthly in arrears, such that for any year in which our total return on stockholders’ capital exceeds 6.0% per annum, the Advisor will be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to the Advisor exceed 10.0% of the aggregate total return for such year. This fee will be payable only upon the sale of assets, distributions or other event which results in our return on stockholders’ capital exceeding 6.0% per annum.

Convertible Stock

We have issued 1,000 convertible shares to the Advisor, which will automatically convert to shares of our common stock upon the occurrence of the first to occur of the Triggering Events. In general, but with certain exceptions as outlined in the articles supplementary, each convertible share will convert into a number of common shares equal to  1/1000 of the quotient of (a) the conversion product (the product of 0.15 times the amount, if any, by which (i) the sum of the enterprise value as of the date of the Triggering Event plus total distributions paid to the our stockholders through the date of the Triggering Event exceeds (ii) the sum of our stockholders’ invested capital plus a 6.0% return as of the date of the Triggering Event) divided by (b) the quotient of the enterprise value divided by the number of shares of our common stock outstanding (on an as-converted basis) on the date of the Triggering Event. The conversion product will be reduced by the amounts payable pursuant to the annual subordinated performance fee as realized appreciation in our assets during the time that the Advisor or one of its affiliates acts as our advisor.

Realty Capital Securities, LLC and its Affiliates

Selling Commissions and Dealer Manager Fees

Pursuant to a dealer manager agreement, we pay our Dealer Manager selling commissions of up to 7.0% of the per share purchase price of shares in our Offering, all of which are reallowed to soliciting dealers. In addition, we pay our Dealer Manager a dealer manager fee of 3.0% of the per share purchase price of shares in our Offering, a portion of which may be reallowed to soliciting dealers. Alternatively, a soliciting dealer may elect to receive a selling commission equal to 7.5% of the gross proceeds from the sale of shares made by such soliciting dealer, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of such sale up to and including the fifth anniversary of the closing of such sale. The dealer manager fee will be reduced to 2.5% of the gross proceeds on sales by a soliciting dealer in our primary offering in the event a soliciting dealer elects to receive the 7.5% selling commission described above but such total fees shall not exceed 10.0% of gross proceeds.

No selling commissions or dealer manager fees are paid for sales under our DRIP.

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Additional Fees Incurred to the Dealer Manager and its Affiliates

We incur fees for the following services provided by the Dealer Manager and its affiliates: transfer agency services provided by an affiliate of the Dealer Manager; ongoing registration maintenance and transaction management services provided by an affiliate of the Dealer Manager; and ongoing strategic advisory services and investment banking services required in the ordinary course of the our business performed by the Dealer Manager. The Dealer Manager’s strategic advisory services include the performance of financial analysis, the evaluation of publicly traded comparable companies and the development of a portfolio composition strategy and capitalization structure to optimize future liquidity options and structuring operations.

An affiliate of the Company, RCS Advisory Services, LLC (“RCS”), is an entity under common control with the Sponsor. RCS performs legal, compliance and marketing services for the Company.

American National Stock Transfer, LLC (the “Transfer Agent”), an entity under common control with the Sponsor, provides the Company with transfer agent, registrar and supervisory services for the Company.

An affiliate of the Company, SK Research, LLC (“SK Research”), is an entity under common control with the Sponsor. SK Research provides broker-dealers and financial advisors with the research, critical thinking and analytical resources necessary to evaluate the viability, utility and performance of investment programs.

Total Costs Incurred Due to Related Party Arrangements

The table below shows the costs incurred due to related party arrangements during the three months ended March 31, 2015 and 2014 and the associated payable as of March 31, 2015 and December 31, 2014 (in thousands): See Note 9 — Related Party Transactions and Arrangements for further detail.

	Three Months Ended March 31,				Payable as of
	2015		2014		March 31, 2015		December 31, 2014
Total commissions and fees incurred from the Dealer Manager in connection with the offering	$	9,247	$	3,851	$	295	$	119
Total compensation and reimbursement for services provided by the Advisor, its affiliates, entities under common control with the Advisor and the Dealer Manager		1,962		360		1,786		1,725
Acquisition fees and related expense reimbursements in connection with operations		1,781		397		155		—
Advisory and investment banking fee		14		135		—		—
Subordinated performance fee		362		—		965		191
Total	$	13,366	$	4,743	$	3,201	$	2,035

The payables as of March 31, 2015 and December 31, 2014 in the table above are included in due to affiliates on our consolidated balance sheets.

Off Balance Sheet Arrangements

We currently have no off balance sheet arrangements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

As of March 31, 2015 and December 31, 2014, our portfolio included 55 and 35 variable rate investments, respectively, based on LIBOR for various terms. Borrowings under our repurchase agreements are also based on LIBOR. The following table quantifies the potential changes in interest income net of interest expense should interest rates increase by 50 or 100 basis points or decrease by 25 basis points, assuming that our current balance sheet was to remain constant and no actions were taken to alter our existing interest rate sensitivity (in thousands):

Change in Interest Rates	Estimated Percentage Change in Interest Income Net of Interest Expense
	March 31, 2015			December 31, 2014
(-) 25 Basis Points(1)		(0.62	)%		(0.47	)%
Base Interest Rate		—	%		—	%
(+) 50 Basis Points		4.55	%		4.61	%
(+) 100 Basis Points		9.21	%		9.22	%

(1) Reduction cannot cause LIBOR rates to fall below zero.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

Changes in Internal Controls Over Financial Reporting

During the three months ended March 31, 2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15(d)-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings.

Neither we nor any of our subsidiaries are a party to any material, pending legal proceedings.

Item 1A. Risk Factors.

Our potential risks and uncertainties are presented in the section entitled “Risk Factors” contained in the Annual Report on Form 10-K. There have been no material changes from these risk factors.

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

We did not sell any equity securities that were not registered under the Securities Act during the three months ended March 31, 2015.

On February 12, 2013, the SEC declared effective our Registration Statement on Form S-11 (File No. 333-186111) filed under the Securities Act, and we commenced the Offering on a “reasonable best efforts” basis of up to a maximum of $2.0 billion of common stock, consisting of up to 80.0 million shares. The Registration Statement also registers approximately 16.8 million shares of common stock pursuant to the DRIP under which common stockholders may elect to have their distributions reinvested in additional shares of common stock. As of March 31, 2015, we have issued 19,406,761 shares of our common stock, including shares issued pursuant to the DRIP and have raised $482.2 million of offering proceeds, excluding shares pursuant to the DRIP and share-based compensation. On January 5, 2015, our board of directors approved the extension of the Offering to February 12, 2016, provided that the Offering will be terminated if all 80.0 million shares are sold before such date.

The following table reflects the offering costs associated with the issuance of common stock (in thousands):

	As of March 31, 2015
Selling commissions and dealer manager fees	$	45,143
Other offering expenses		9,397
Total offering expenses	$	54,540

The Dealer Manager may reallow the selling commissions and a portion of the dealer manager fees to participating broker-dealers.

We are responsible for the organizational and offering costs of the Offering, excluding commissions and dealer manager fees, up to a maximum of 2.0% of the gross proceeds received from the Offering, measured at the end of the Offering. Organizational and offering costs in excess of the 2.0% cap as of the end of the Offering are the Advisor’s responsibility. As of March 31, 2015, organizational and offering costs did not exceed the 2.0% cap of gross proceeds received from the Offering.

As of March 31, 2015, our net offering proceeds, after deducting the total offering expenses outlined above, were approximately $427.7 million. We used the net offering proceeds from the Offering and other financing sources to acquire 46 loans and nine investments in CMBS with a total carrying value of $559.1 million for our loans, and our CMBS investments had a fair value of $58.4 million as of March 31, 2015.

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Issuer Purchases of Equity Securities

The following table reflects the number of shares repurchased under the Company’s SRP cumulatively through March 31, 2015:

	Number of Requests		Number of Shares Repurchased		Average Price per Share
Cumulative repurchases as of December 31, 2014		9		20,355	$	23.99
Three Months Ended March 31, 2015(1)		8		5,752		24.97
Cumulative repurchases as of March 31, 2015(1)		17		26,107	$	24.21

(1) Includes 8 unfulfilled repurchase requests consisting of 5,752 shares at an average repurchase price per share of $24.97, which were approved but not completed as of March 31, 2015.

Item 3. Defaults upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

EXHIBITS INDEX

The following exhibits are included in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.	Description
3.1(1)	Articles of Amendment to the Amended and Restated Articles of Amendment and Restatement, effective February 10, 2015.
31.1*	Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*	Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	XBRL (eXtensible Business Reporting Language). The following materials from Realty Finance Trust, Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2015, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statement of Changes in Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to the Condensed Consolidated Financial Statements.

* Filed herewith.

(1) Filed as an exhibit to our current report on Form 8-K filed with the SEC on February 17, 2015.

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REALTY FINANCE TRUST, INC.
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	REALTY FINANCE TRUST, INC.
Dated: May 15, 2015	By: /s/ Peter M. Budko Name: Peter M. Budko Title:  Chief Executive Officer        (Principal Executive Officer)
Dated: May 15, 2015	By: /s/ Nicholas Radesca Name: Nicholas Radesca Title:  Chief Financial Officer, Secretary and         Treasurer (Principal Financial Officer and        Principal Accounting Officer)

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