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READY CAPITAL MORTGAGE
INVESTMENT TRUST CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2019
INDEX Page
Independent
Auditor's Report 1 - 3 Consolidated
Statement of Financial
Position 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Changes in Net Assets Attributable to Holders of Redeemable Units 6 Consolidated
Statement of Cash Flows 7 Notes to the Consolidated Financial Statements 8 - 22
INDEPENDENT AUDITOR'S
REPORT
To the Trustees of Ready Capital Mortgage
Investment Trust Opinion We have audited the consolidated financial
statements of Ready Capital Mortgage Investment Trust (the "Trust"), which comprise the consolidated statement
of financial position
as at December 31, 2019 and the consolidated
statement of comprehensive income and the consolidated statement of changes in
net assets attributable to holders of redeemable units and consolidated statement of cash flows for the period from the date
of trust inception on January 24, 2019 to December 31, 2019, and notes to the
consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the
accompanying consolidated financial statements present fairly, in all material
respects, the financial position
of the Trust as at December 31, 2019, and its financial
performance and its cash flows for the period then ended in accordance with International Financial Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with Canadian generally
accepted auditing standards. Our responsibilities under those standards are further
described in the Auditor's
Responsibilities for the Audit of the Financial
Statements section
on our report. We are independent of the Trust in accordance with the ethical
requirements that are relevant to our audit of the consolidated financial
statements in Canada, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Those Charged
with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation
of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management
is responsible for assessing the Trust's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either
intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Trust's financial
reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable
assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor's
report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit
conducted in accordance with Canadian
generally accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with
Canadian generally accepted auditing standards, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
·
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting
a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
·
Obtain an understanding of internal control
relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Trust’s internal control.
·
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
·
Conclude on the appropriateness of
management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Trust’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Trust to
cease to continue as a going concern.
·
Evaluate the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying
transactions and events
in a manner that achieves fair presentation.
We communicate with those charged with
governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
Chartered Professional Accountants Licensed Public Accountants
Toronto,
Ontario March 28, 2020
2019
Revenue Interest for distribution purposes,
note 6 $ 585,389 Lender fee income 201,883 Redemption charges
7,919 795,191
Expenses Commissions, note 6 120,773 Trustee management fees, note 6 117,654 Professional fees 83,256 Mortgage administrative fees 10,000 Bank charges 1,555 Marketing
463 333,701 Expenses waived or absorbed by the trust manager, note 6
(29,689)
304,012 Comprehensive income
attributable to holders of redeemable units $ 491,179
Comprehensive
income attributable to holders of redeemable units Trust unitholders $ 491,172 Non-controlling interest
7
$ 491,179
Comprehensive
income attributable to holders of redeemable
units per unit Trust unitholders $ 8.11 Non-controlling interest $ -
READY CAPITAL MORTGAGE
INVESTMENT TRUST CONSOLIDATED
STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO REDEEMABLE TRUST UNITHOLDERS FOR THE PERIOD FROM JANUARY
24, 2019 TO DECEMBER 31, 2019
See accompanying notes to the consolidated financial
statements 6.
CONSOLIDATED STATEMENT
OF CASH FLOWS FOR THE PERIOD FROM JANUARY
24, 2019 TO DECEMBER 31, 2019
2019 (11 Months)
See accompanying notes to the consolidated financial
statements
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
1.
THE TRUST
Ready Capital Mortgage Investment Trust (the
"Trust") was settled as an unincorporated open-ended investment trust under the laws of the
Province of Ontario pursuant to a Declaration of Trust dated January 24, 2019. The investment goal of the Trust is to finance
prudent conventional mortgages
secured by real property
situated in Canada. The Trust is the sole limited partner in Ready Capital
Mortgage Limited Partnership (the "Partnership"). The Trust aims to provide
its unitholders with stable and secure returns while preserving its investable
capital. The term of the Trust is indefinite, subject to certain conditions. The Trust is not a reporting
issuer in any province or territory of Canada. The Trust is not a trust company and does not carry on business
as a trust company, and therefore, is not registered under applicable legislation as a trust company
in any jurisdiction.
The Limited
Partnership is a non-bank provider of mortgage loans and will make monthly cash distributions to the Trust and its trust unitholders from income of the Partnership. In the ordinary
course of business the Trust
will distribute all of the distributable cash calculated in accordance with its distribution
policy. The principal place of
business of the Trust is located at 4491 Highway 7, Unionville, Ontario L3R 1M1.
Christine Xu, Martin Reid and Ronald Cuadra
are the trustees of the Trust. Rite
Alliance Management Inc., (a company controlled by the trustees) is the Trust Manager of the
Trust.
2.
SIGNIFICANT
ACCOUNTING POLICIES
Statement of Compliance with International Financial Reporting Standards
These consolidated financial
statements have prepared
using accounting policies
consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB").
These consolidated financial statements were
authorized to issue by the Trust Manager on March 28, 2020.
Basis of preparation
These consolidated financial statements have been prepared on a historical cost basis except
for financial instruments that have been measured at
fair value. In addition, these
consolidated financial statements have been prepared using
the accrual basis of accounting, except for cash flow information.
These consolidated financial statements have
been prepared on the basis of IFRS standards that are published at the time of preparation and that are effective as
at December 31, 2019, the Trust 's annual reporting date.
These consolidated financial statements are
presented in the functional currency of the Trust, Canadian dollars.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Principles
of Consolidation
These consolidated financial statements
include the accounts of the Trust and Ready Capital Mortgage Limited
Partnership (the
"Partnership"). The Trust
owns 100% of the Class A LP units of the Partnership. The minority interest reflected in these
consolidated financial statements represents the interest of the General Partner in the Limited Partnership. In accordance with the Limited Partnership agreement the General Partner is entitled
to 0.001% of the Limited Partnership earnings.
All inter- company accounts
and transactions have been eliminated on consolidation.
Financial instruments
IFRS 9, Financial Instruments – Classification and Measurement (“IFRS
9”) requires financial
assets to be classified as amortized cost, fair
value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”) based on
the entity’s business model for managing financial assets and the contractual cash flow characteristics of these assets. Assessment of the business
model approach in use is an accounting judgment. Fair value changes for financial
liabilities at FVTPL, which are attributable to changes in the entity's
own credit risk, are to be presented
in other comprehensive income unless they
affect amounts recorded in income. Financial
assets and liabilities are recognized in the
consolidated financial statements when the Trust becomes a party to the
contractual provisions of the instruments. The Trust Manager has designated its cash as financial assets at FVTPL, which is measured at fair value. The Trust only measures debt instruments at amortized cost if both of the following conditions are met:
•
The financial asset is held within a business
model with the objective to hold financial assets in order to collect
contractual cash flows. •
The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments
of principal and interest (“SPPI”)
on the principal amount outstanding.
Business model assessment:
The Trust determines its business model
at the level that best reflects how it manages
groups of financial assets to achieve its business objective. The business model
is not assessed on an instrument-by- instrument basis, but at a higher level of aggregated
portfolios and is based on observable factors
such as:
•
How the performance of the business
model and the financial assets
held within that business model are evaluated and reported to the entity’s
key management personnel; •
The risks that affect the performance of the business
model (and the financial assets
held within that business
model) and, in particular, the way
those risks are managed; •
How managers of the business
are compensated (for example, whether
the compensation is based on the fair value of the assets managed or on the contractual cash flows collected); and •
The expected frequency, value and timing of sales.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: As a second step of its classification
process, the Trust assesses the contractual terms of financial instruments to identify whether they meet the SPPI test.
“Principal” for the purpose of this test is
defined as the fair value of the financial asset at initial recognition and may change over the life
of the financial asset (for example, if there are repayments of principal or amortization of the premium/discount).
In contrast, contractual terms that introduce
more than a minimal exposure to risks or volatility in the contractual cash flows that are unrelated
to a basic lending arrangement do not give rise to contractual cash flows that are SPPI on the principal
amount outstanding. In such cases, the financial
asset is required
to be measured
at FVTPL.
Management has performed the business model
assessment and SPPI test and concluded that the mortgages are financial
assets carried at amortized cost.
IFRS 9 requires that an entity recognizes an allowance for expected credit losses on financial assets which are measured at amortized costs or FVOCI.
Financial assets held by the Trust which are measured at FVTPL are not subject to the impairment requirements.
The Trust applies an expected credit loss
(“ECL”) model, where credit losses that are expected to transpire in future years irrespective of whether a loss event
has occurred or not as at the statement of financial
position date, are provided for. The Trust assesses and segments its loan
portfolio into performing (Stage 1),
under-performing (Stage 2) and non-performing (Stage 3) categories as at each statement of financial position date. Loans are categorized as under-performing
if there has been a significant
increase in credit risk. The Trust utilizes internal risk rating changes,
delinquency and other identifiable risk factors to determine when there has been a significant increase
or decrease in the credit
risk of a loan. Indicators of
a significant increase in credit risk include a recent degradation in internal partnership risk rating based on the
Trust’s custom behaviour credit scoring model, non-sufficient fund (“NSF”) transactions, delinquency and
adjustments to the loan’s terms. Under-performing
loans are recategorized to performing only if there is deemed
to be a substantial decrease
in credit risk. Loans are categorized as non-performing if there is objective evidence
that such loans will
likely charge-off in the future which the Trust has determined to
be when loans are delinquent for greater than 30 days. For performing loans, the Trust
is required to record an allowance for loan losses equal to the expected
losses on that group of loans
over the ensuing twelve months. For
under-performing and non-performing loans,
the Trust is required to record an allowance for loan losses equal to the
expected losses on those groups of loans over their remaining
life.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: (Continued...) The Trust does not provide any additional credit
to borrowers who are delinquent. In order for additional credit
to be advanced to a borrower, they must be current on their pre-existing loan and meet the Trust’s
credit and underwriting requirements. In limited
situations, the Trust may amend the terms of a loan for customers
that are current or are in arrears as a means to ensure the customer remains
able to repay the loan.
The key inputs in the measurement of ECL allowances
are as follows:
•
The probability of default is an estimate of the likelihood of default over a given time horizon; •
The exposure at default is an estimate of the exposure at a future default
date; •
The loss given default is an estimate of the loss arising
in the case where a default occurs at a given time; and •
Forward-looking indicators (“FLIs”).
Ultimately, the ECL is calculated based on the
probability weighted expected cash collected shortfall against the carrying value of the loan and considers reasonable
and supportable information about past events,
current conditions and forecasts of future events and economic conditions that
may impact the credit profile of the
loans. Forward-looking information is
considered when determining significant increase in credit risk and measuring expected
credit losses. Forward-looking
macroeconomic factors are incorporated
in the risk parameters as relevant. From an analysis of historical data,
General Partner has identified and
reflected in the Trust’s ECL allowance those relevant FLIs variables that
contribute to credit risk and losses
within the Partnership’s loan portfolio. Within
the Trust’s loan portfolio, the most highly
correlated variable is real estate prices.
With respect to consolidated financial
statements items classified as loans and receivable, the Trust considers both historical analysis and forward looking information in determining expected credit losses. As at the year end date, all loans and
receivables are due to be settled within the short term. The Trust considers
the probability of default and the capacity of counterparties to meet their contractual obligation in the near term.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) Financial
liabilities Financial liabilities are classified as
measured at amortized cost or fair value through profit or loss ("FVTPL"). A financial liability is classified as at
FVTPL if it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any interest expense,
are recongized in profit or loss. Other
financial liabilities are subsequently measured
at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss
on derecognition is also
recognized in profit
or loss.
The Trust classified accounts payable
and accrued liabilities, unearned revenue and other holdbacks and distributions payable as measured
at amortized cost.
Derecognition
of financial instruments
A financial asset is derecognized when the rights to receive cash flows from the asset
have expired or the Company has transferred substantially
all of the risk and rewards of the asset. The
Trust assesses each reporting date whether there
is any objective evidence that a financial
asset is impaired, the impairment provision is based upon the expected
loss.
The Trust derecognizes a
financial liability when its contractual obligations are discharged or
cancelled or expire.
Cash
Cash consists of cash on deposit. Amounts are carried at fair value.
Offsetting of financial
instruments
Financial assets and financial liabilities are
offset and the net amount reported in the statement of financial position
if there is currently enforceable legal right to offset the recognized amounts
and there is an
intention to settle on a net basis, or to realize the asset and settle the
liability simultaneously. Quantitative information on the impact on the Trust's statement of financial position
if all amounts were set off is required.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...)
Revenue recognition
Revenue is recognized to the extent that it is
probable that the economic benefits will flow to the Trust and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received,
excluding discounts, rebates
and other sales tax or duty.
Mortgage loan interest
is recognized in the period in which
it is earned if it is probable
that the Trust will collect
that interest.
Lender's fees are earned at
the inception of the mortgage loan. Such fees are accounted for on the accrual basis.
Discharge fees are earned when the mortgagees
repay the mortgage before the due date. Such fees are recorded on the accrual basis.
Redemption charges are earned when unitholders
redeem their units prior to their holding period as specified in the Trust Offering
Memorandum. Such fees are accounted
for on the accrual basis.
Provisions
The Trust recognizes a provision, if as a
result of a prior event, the Trust has a current obligation requiring the outflow of resources to settle. Provisions are recorded at the Trust Manager's best estimates of the most probable outcome
of any future settlement.
Valuation of redeemable units
The units of the Trust may be surrendered for
redemption at any time but will be redeemed only on a Valuation Date and at no other time. Distributions to Unitholders may be paid by cheque
or by issuance of additional Units. The Trust’s units are therefore classified as financial liabilities. The Trust’s units do not
meet the criteria in IAS 32 for classification as equity. The net asset value per unit is determined
as of the close of business,
monthly. The determination is made by
dividing the net assets attributable to holders
of redeemable units (“Net Asset Value”) of the Trust at that date by the total
number of units outstanding.
Comprehensive
income attributable to holders of redeemable units per unit
Comprehensive
income attributable to holders of redeemable units per unit as disclosed
in the statement of comprehensive income is calculated by dividing the comprehensive income
attributable to holders
of redeemable units
by the average number of units outstanding during the year.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Critical judgements and estimates
The preparation of
consolidated financial statements in conformity with International Financial
Reporting Standards,
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. The following
discusses the most significant accounting judgments and estimates
that the Fund has made in preparing the consolidated financial
statements:
Allowance for credit losses
Expected credit losses
method is applied in determining the allowance for credit losses on mortgage
loans receivable. The key inputs in the measurement of ECL
allowances, all of which are subject to accounting judgments, estimates and assumptions are discussed in, note 2.
Assessment as investment entity
The Trust Manager has concluded that the Trust
meets the characteristics and the definition of an investment entity, in that it has more than one investment and is managed
in accordance with the Trust's
investment guidelines; the investments are predominantly in the form of
mortgage loans. These conclusions will be reassessed on an annual
basis, if any of these
criteria or characteristics change.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
3.
MORTGAGE LOANS RECEIVABLE
As of December 31, 2019, the details of the mortgage loans receivable are as follows:
Interest Rate Terms Maturity date Type Amortized cost
$ 10,834,200
* - denotes related party transactions, see note 6
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
4.
TRUST UNITHOLDERS ENTITLEMENTS
The Trust unitholders' entitlements with respect to the net assets attributable to the holders of redeemable units and distribution of income are generally as follows:
a)
Ownership of assets The pro rata share of the net assets
attributable to holders of redeemable units of the Trust in the proportion that each Trust unitholder's capital
bears to the aggregate Trust's
capital.
b)
Allocation of net income or loss Net income of the Trust will be allocated on
an annual basis, in arrears, 99.999% to the Trust unitholders and 0.001% to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum. The Trust
Unitholders' share of the income and loss of the Trust is allocated to Trust unitholders in the
proportion to their ownership of redeemable units at the commencement of the period.
c)
Distributions of income On each distribution date, on or about the 10th day of each calendar month, distributable cash will be distributed
first, as to 99.999% to the Trust unitholders in proportion to the number of
units held by each Trust unitholder on the distribution record date immediately preceding date of such distribution; and second, as to 0.001%
to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum.
d)
Redemptions Trust unitholders may redeem the units by tendering to the Trust the redemption notice specifying the Trust unitholders wishes to have the units
redeemed by the Trust. Early redemption penalties may apply if the redemption notice is not delivered in the manner as
required in the Trust Offering Memorandum
Upon redemption, the Trust unitholders will
receive proceeds of redemption equal to aggregate fair value of the units, together with an amount equal to all
interest dividends declared thereon and remaining unpaid.
The Trustees have the right to require
a Trust unitholder to redeem some or all of the units owned by such Trust unitholder on a redemption
date designated by the Trustees at the fair value per unit thereof on such date, less all applicable
deductions and fees, by notice in writing to the Trust unitholder before
the date of redemption, which right may be exercised
by the Trustees in its absolute discretion.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
5.
UNITS ISSUED AND OUTSTANDING
The authorized capital of the Trust consists
of an unlimited number of trust units, issuable in series designated in one or more classes of
units. Each issued and outstanding
unit represents an undivided interest in the net assets of the Trust. The unit transactions for the period ended December 31, 2019 are as follows: Units outstanding, beginning of the period - Units issued during
the period 120,898 Units redeemed during the period
(5,752) Units outstanding, end of the period 115,146
6.
RELATED PARTY
TRANSACTIONS
Mortgage loans receivable includes a $700,000
mortgage loan issued to one of the Trustees.
For the period ended December
31, 2019, interest income of $11,655 was earned from such mortgage loan receivable.
During the period ended December 31, 2019, fees paid to the Trust Manager were as follows:
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
6.
RELATED PARTY TRANSACTIONS (Continued...)
The following are redeemable units held by the related party of the Trust:
2019 Unit held by the Trust Manager 1.00 Percentage of Unit held by the Trust Manager 0.00 %
2019 Units held by the Trustees 3,499.80 Percentage of units held by the Trustees 3.04 %
Trust management fees are measured at the
consideration prescribed by the offering documents of the Trust. When
related parties enter unitholder transactions with the Trust, the consideration
is the transactional NAV available to all other unitholders on the trade date.
7.
MINORITY INTEREST
The minority interest
represents the interest
of the Trust owned by the General
Partner of Ready Capital Mortgage Limited Partnership. During the period ended December 31, 2019,
the Trust allocated $7 of income to the minority
interest owner and as of December 31, 2019 it has capital
of $107 of the Trust.
8.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Fair value IFRS 7 requires that the Trust disclose
information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statement of financial
position date based on relevant market information and information about the financial instrument.
Financial assets and liabilities recorded at
fair value in the Trust's statement of financial position are categorized based upon the level of judgment associated with the inputs used to measure their fair value.
Hierarchical
levels, defined by IFRS 7 and directly
related to the amount of subjectivity associated with inputs to fair valuation of these financial assets and liabilities, are as follows:
•
Quoted prices (unadjusted) in active markets
for identical assets or liabilities (Level 1); •
Inputs other than quoted
prices included in Level 1 that are observable for the asset
or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level
2); and •
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
8.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)
The Trust Manager has determined that cash
amounting to $875,386 is and is classified as level 1 financial assets at fair value
through profit or loss, and mortgage loans receivable amounting to $10,834,200 is classified
as Level 2 financial assets at amortized
cost.
The Trust's financial instruments consist of
mortgage loans receivable, cash, interest and lender fee receivable, distributions payable, accounts payable
and accrued liabilities and unearned revenue and other holdbacks. It
is the Trust's opinion that due to the short term nature of these financial
instruments, the Fund is not exposed
to significant market price, currency, interest rate, liquidity, cash flow,
credit, and portfolio concentration risks arising from these financial instruments except as described below.
The fair value of these
financial instruments approximate their carrying values,
unless otherwise noted.
The amortized cost of the mortgage loans receivable is determined by discounting future
contractual cash flows under current financing
arrangements at discount
rates representing lending rates presently
available to the Trust
for loans with similar terms and maturity. The
discount rates are provided by the Trust Manager.
i)
Currency risk
The Trust may hold assets
and liabilities that are denominated in currencies other than the Canadian dollar - its functional currency. Consequently, the Trust
is exposed to risks that the exchange
rate of its currency relative to other currencies may change in a
manner that has an adverse effect on the value of the portion of the Trust's assets or
liabilities denominated in currencies other than Canadian dollars, absent any changes in market price or investment specific events.
The Trust has no material
exposure to currency risk as at December
31, 2019.
ii)
Interest rate risk
The Trust may invest in fixed and floating
rate securities and may provide mortgages at fixed or floating interest rates.
The income of the Trust
may be affected by changes
to interest rates relevant to particular financial instruments or as a result
of the Trust Manager being unable to secure similar
returns on the expiry of contracts or sale of securities. The value of fixed interest financial instruments may be affected
by interest rate movements or the expectation of such movement
in the future. As at December 31, 2019, 94.1% of net assets owned are held in mortgage
loans receivable and 7.6% of net assets owned are held in
cash. The remaining portion of the
Trust's net assets are substantially non-interest bearing financial instruments.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
8. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...)
ii)
Interest rate risk (Continued...)
iii) Liquidity risk
Liquidity risk is the possibility that
investments of the Trust cannot be readily converted into cash when required. The Trust may be subject
to liquidity constraints because of insufficient volume in the markets for the securities of the
Trust or the securities may be subject to legal or contractual restrictions on their resale. In addition, the Trust is exposed to
monthly cash redemptions of redeemable units. The units of the Trust are redeemed on demand at the current
net assets per unit at the option of the unitholder. Liquidity risk is managed by investing the
majority of the Trust’s assets in investments that are traded in an active
market and can be readily disposed. The Trust aims to
retain sufficient cash and cash equivalent positions to maintain liquidity;
therefore, the liquidity risk for the Trust is considered minimal.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
8. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...)
iv)
Cash flow risk
Cash flow risk is the risk
that future cash flows associated with a monetary financial instrument will fluctuate in amount. In the case of a floating
rate debt instrument, such fluctuations will result from a
change in the effective interest rate of the financial instrument, usually
without a corresponding change in its fair value.
v)
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge
an obligation and cause the other party to incur a financial
loss.
Financial assets which potentially expose the
Trust to credit risk consist principally of mortgage loans receivable. The
Trust seeks to mitigate its exposure to credit risk by performing credit
reviews on borrowers on a regular
basis.
As at December
31, 2019, the Trust had $10,834,200 representing 94.1% of the Trust's net assets in mortgage loans receivable. The Trust Manager has applies the expected credit loss model as
detailed note 2 - financial
instruments and has concluded that the mortgage loans receivable are classified under performing (stage 1) with no
interest delinquency issues and principal and interest are due within 12 months.
Therefore, $Nil has been provided
for allowance for expected credit
losses.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2019
8.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)
vi)
Concentration risk
Concentration
risk arises as a result of the concentration of exposures within the same category, whether
it is product type, industry
sector or counterparty type. As at December 31, 2019, $10,834,200 representing 94.1% of the Trust's net assets in mortgage loans receivable.
9.
CAPITAL MANAGEMENT
The Trust Manager considers the Trust’s
capital to consist of the issued units and the net assets attributable to participating unitholders.
The Trust Manager manages
the capital of the Trust in accordance with the Trust’s investment objectives, policies and restrictions, as outlined in the
Trust’s offering documents, while maintaining sufficient liquidity to meet participating withholder
redemptions.
The Trust does not have any externally imposed capital requirements.
10.
COMMITMENTS
a)
The Trust is committed to pay the Mortgage Administrator a fee of $1,000 per month.
b)
The Trust is committed to pay the Trust
Manager a monthly fee equal to 1/12th of 2.0% (plus HST) of the amount of the mortgage loans receivable. The mortgage management fee may be subject
to waiver or adjustment in accordance with the terms of the mortgage management agreement.
The Trust
has also committed to pay a performance fee equal to 20% of the aggregate net
returns of the Trust in excess
of 8% for the calendar year.
c)
The Trust may pay a commission to securities dealers
in connection with the unit subscriptions of up to 1% of the value of the securities purchased
in the unit offering.
11.
SUBSEQUENT EVENT
In early 2020 Covid 19 spread across
the majority of nations in the world. As a result, financial
markets worldwide have
experienced significant volatility. It
is unknown as to the long-term impacts of this
outbreak on the financial markets and the magnitude of unpredictability
in the short term. Accordingly the net assets values may fluctuate
in excess of the risks described in note 8 at December
31, 2019
READY CAPITAL MORTGAGE
INVESTMENT TRUST CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2020
INDEX Page
Independent
Auditor's Report 1 - 3 Consolidated
Statement of Financial
Position 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Changes in Net Assets Attributable to Holders of Redeemable Units 6 Consolidated
Statement of Cash Flows 7 Notes to the Consolidated Financial Statements 8 - 25
INDEPENDENT AUDITOR'S
REPORT
To the Trustees of Ready Capital Mortgage
Investment Trust Opinion We have audited the consolidated financial
statements of Ready Capital Mortgage Investment Trust (the "Trust"), which comprise the consolidated statement
of financial position
as at December 31, 2020 and the consolidated
statement of comprehensive income and the consolidated statement of changes in
net assets attributable to holders
of redeemable units and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, the
accompanying consolidated financial statements present fairly, in all material
respects, the financial position
of the Trust as at December 31, 2020, and its financial
performance and its cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with Canadian generally
accepted auditing standards. Our responsibilities under those standards are further
described in the Auditor's
Responsibilities for the Audit of the Consolidated
Financial Statements section on our report. We are independent of the Trust in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We
believe that the audit evidence
we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Those Charged
with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation
of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management
is responsible for assessing the Trust's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either
intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Trust's financial
reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable
assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor's
report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit
conducted in accordance with Canadian
generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with
Canadian generally accepted auditing standards, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
·
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting
a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
·
Obtain an understanding of internal control
relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Trust’s internal control.
·
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
·
Conclude on the appropriateness of
management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Trust’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Trust to
cease to continue as a going concern.
·
Evaluate the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying
transactions and events
in a manner that achieves fair presentation.
We communicate with those charged with
governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
Chartered Professional Accountants Licensed Public Accountants
Toronto,
Ontario March 30, 2021
CONSOLIDATED
STATEMENT OF FINANCIAL
POSITION AS AT DECEMBER 31, 2020
2020 2019
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2020
2020 2019 (11 Months)
READY CAPITAL MORTGAGE
INVESTMENT TRUST
CONSOLIDATED
STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO REDEEMABLE TRUST UNITHOLDERS FOR THE YEAR ENDED
DECEMBER 31, 2020
See accompanying notes to the consolidated financial
statements 6.
CONSOLIDATED
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER
31, 2020
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
1.
THE TRUST
Ready Capital Mortgage Investment Trust (the
"Trust") was settled as an unincorporated open-ended investment trust under the laws of the
Province of Ontario pursuant to a Declaration of Trust dated January 24, 2019. The investment goal of the Trust is to finance
prudent conventional mortgages
secured by real property
situated in Canada. The Trust is the sole limited partner in Ready Capital
Mortgage Limited Partnership (the "Partnership"). The Trust aims to provide
its unitholders with stable and secure returns while preserving its investable
capital. The term of the Trust is indefinite, subject to certain conditions. The Trust is not a reporting
issuer in any province or territory of Canada. The Trust is not a trust company and does not carry on
business as a trust company, and therefore, is not registered under applicable legislation as a trust company
in any jurisdiction.
The Limited
Partnership is a non-bank provider of mortgage loans and will make monthly cash distributions to the Trust and its trust unitholders from income of the Partnership. In the ordinary
course of business the Trust
will distribute all of the distributable cash calculated in accordance with its distribution
policy. The principal place of
business of the Trust is located at 4491 Highway 7, Unionville, Ontario L3R 1M1.
Christine Xu, Martin Reid and Ronald Cuadra
are the trustees of the Trust. Rite
Alliance Management Inc., (a company controlled by the trustees) is the Trust Manager of the
Trust.
2.
SIGNIFICANT
ACCOUNTING POLICIES
Statement of Compliance with International Financial Reporting Standards
These consolidated financial
statements have prepared
using accounting policies
consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB").
These consolidated financial statements were
authorized to issue by the Trust Manager on March 30, 2021.
Basis of preparation
These consolidated financial statements have been prepared on a historical cost basis except
for financial instruments that have been measured at
fair value. In addition, these
consolidated financial statements have been prepared using
the accrual basis of accounting, except for cash flow information.
These consolidated financial statements have
been prepared on the basis of IFRS standards that are published at the time of preparation and that are effective as
at December 31, 2020, the Trust 's annual reporting date.
These consolidated financial statements are
presented in the functional currency of the Trust, Canadian dollars.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Principles
of Consolidation
These consolidated financial statements
include the accounts of the Trust and Ready Capital Mortgage Limited
Partnership (the
"Partnership"). The Trust
owns 100% of the Class A LP units of the Partnership. The minority interest reflected in these
consolidated financial statements represents the interest of the General Partner in the Limited Partnership. In accordance with the Limited Partnership agreement the General Partner is entitled
to 0.001% of the Limited Partnership earnings.
All inter- company accounts
and transactions have been eliminated on consolidation.
Financial instruments
IFRS 9, Financial Instruments – Classification and Measurement (“IFRS
9”) requires financial
assets to be classified as amortized cost, fair
value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”) based on
the entity’s business model for managing financial assets and the contractual cash flow characteristics of these assets. Assessment of the business
model approach in use is an accounting judgment. Fair value changes for financial
liabilities at FVTPL, which are attributable to changes in the entity's
own credit risk, are to be presented
in other comprehensive income unless they
affect amounts recorded in income. Financial
assets and liabilities are recognized in the
consolidated financial statements when the Trust becomes a party to the
contractual provisions of the instruments. The Trust Manager has designated its cash as financial assets at FVTPL, which is measured at fair value. The Trust only measures debt instruments at amortized cost if both of the following conditions are met:
•
The financial asset is held within a business
model with the objective to hold financial assets in order to collect
contractual cash flows. •
The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments
of principal and interest (“SPPI”)
on the principal amount outstanding.
Business model assessment:
The Trust determines its business model
at the level that best reflects how it manages
groups of financial assets to achieve its business objective. The business model
is not assessed on an instrument-by- instrument basis, but at a higher level of aggregated
portfolios and is based on observable factors
such as:
•
How the performance of the business
model and the financial assets
held within that business model are evaluated and reported to the entity’s
key management personnel; •
The risks that affect the performance of the business
model (and the financial assets
held within that business
model) and, in particular, the way
those risks are managed; •
How managers of the business
are compensated (for example, whether
the compensation is based on the fair value of the assets managed or on the contractual cash flows collected); and •
The expected frequency, value and timing of sales.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: As a second step of its classification
process, the Trust assesses the contractual terms of financial instruments to identify whether they meet the SPPI test.
“Principal” for the purpose of this test is
defined as the fair value of the financial asset at initial recognition and may change over the life
of the financial asset (for example, if there are repayments of principal or amortization of the premium/discount).
In contrast, contractual terms that introduce
more than a minimal exposure to risks or volatility in the contractual cash flows that are unrelated
to a basic lending arrangement do not give rise to contractual cash flows that are SPPI on the principal
amount outstanding. In such cases, the financial
asset is required
to be measured
at FVTPL.
Management has performed the business model
assessment and SPPI test and concluded that the mortgages are financial
assets carried at amortized cost.
IFRS 9 requires that an entity recognizes an allowance for expected credit losses on financial assets which are measured at amortized costs or FVOCI.
Financial assets held by the Trust which are measured at FVTPL are not subject to the impairment requirements.
The Trust applies an expected credit loss
(“ECL”) model, where credit losses that are expected to transpire in future years irrespective of whether a loss event
has occurred or not as at the statement of financial
position date, are provided for. The Trust assesses and segments its loan
portfolio into performing (Stage 1),
under-performing (Stage 2) and non-performing (Stage 3) categories as at each statement of financial position date. Loans are categorized as under-performing
if there has been a significant
increase in credit risk. The Trust utilizes internal risk rating changes,
delinquency and other identifiable risk factors to determine when there has been a significant increase
or decrease in the credit
risk of a loan. Indicators of
a significant increase in credit risk include a recent degradation in internal partnership risk rating based on the
Trust’s custom behaviour credit scoring model, non-sufficient fund (“NSF”) transactions, delinquency and
adjustments to the loan’s terms. Under-performing
loans are recategorized to performing only if there is deemed
to be a substantial decrease
in credit risk. Loans are categorized as non-performing if there is objective evidence
that such loans will
likely charge-off in the future which the Trust has determined to
be when loans are delinquent for greater than 30 days. For performing loans, the Trust
is required to record an allowance for loan losses equal to the expected
losses on that group of loans
over the ensuing twelve months. For
under-performing and non-performing loans,
the Trust is required to record an allowance for loan losses equal to the
expected losses on those groups of loans over their remaining
life.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: (Continued...) The Trust does not provide any additional credit
to borrowers who are delinquent. In order for additional credit
to be advanced to a borrower, they must be current on their pre-existing loan and meet the Trust’s
credit and underwriting requirements. In limited
situations, the Trust may amend the terms of a loan for customers
that are current or are in arrears as a means to ensure the customer remains
able to repay the loan.
The key inputs in the measurement of ECL allowances
are as follows:
•
The probability of default is an estimate of the likelihood of default over a given time horizon; •
The exposure at default is an estimate of the exposure at a future default
date; •
The loss given default is an estimate of the loss arising
in the case where a default occurs at a given time; and •
Forward-looking indicators (“FLIs”).
Ultimately, the ECL is calculated based on the
probability weighted expected cash collected shortfall against the carrying value of the loan and considers reasonable
and supportable information about past events,
current conditions and forecasts of future events and economic conditions that
may impact the credit profile of the
loans. Forward-looking information is
considered when determining significant increase in credit risk and measuring expected
credit losses. Forward-looking
macroeconomic factors are incorporated
in the risk parameters as relevant. From an analysis of historical data,
General Partner has identified and
reflected in the Trust’s ECL allowance those relevant FLIs variables that
contribute to credit risk and losses
within the Partnership’s loan portfolio. Within
the Trust’s loan portfolio, the most highly
correlated variable is real estate prices.
With respect to consolidated financial
statements items classified as loans and receivable, the Trust considers both historical analysis and forward looking information in determining expected credit losses. As at the year end date, all loans and
receivables are due to be settled within the short term. The Trust considers
the probability of default and the capacity of counterparties to meet their contractual obligation in the near term.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) Financial
liabilities Financial liabilities are classified as
measured at amortized cost or fair value through profit or loss ("FVTPL"). A financial liability is classified as at
FVTPL if it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any interest expense,
are recognized in profit or loss. Other
financial liabilities are subsequently measured
at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss
on derecognition is also
recognized in profit
or loss.
The Trust classified accounts payable
and accrued liabilities, unearned revenue and other holdbacks and distributions payable as measured
at amortized cost.
Derecognition
of financial instruments
A financial asset is derecognized when the rights to receive cash flows from the asset
have expired or the Company has transferred substantially
all of the risk and rewards of the asset. The
Trust assesses each reporting date whether there
is any objective evidence that a financial
asset is impaired, the impairment provision is based upon the expected
loss.
The Trust derecognizes a
financial liability when its contractual obligations are discharged or
cancelled or expire.
Cash
Cash consists of cash on deposit. Amounts are carried at fair value.
Offsetting of financial
instruments
Financial assets and financial liabilities are
offset and the net amount reported in the statement of financial position
if there is currently enforceable legal right to offset the recognized amounts
and there is an
intention to settle on a net basis, or to realize the asset and settle the
liability simultaneously. Quantitative information on the impact on the Trust's statement of financial position
if all amounts were set off is required.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...)
Revenue recognition
Revenue is recognized to the extent that it is
probable that the economic benefits will flow to the Trust and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received,
excluding discounts, rebates
and other sales tax or duty.
Mortgage loan interest is recognized in the period in which it is earned.
Lender's fees are earned at
the inception of the mortgage loan. Such fees are accounted for on the accrual basis.
Discharge fees are earned when the mortgagees
repay the mortgage before the due date. Such fees are recorded on the
discharge date.
Redemption charges are earned when unitholders
redeem their units prior to their holding period as specified in the Trust Offering Memorandum. Such fees are accounted for on the date of redemption.
Provisions
The Trust recognizes a provision, if as a result
of a prior event, the Trust has a current obligation requiring the outflow of resources to settle. Provisions are recorded at the Trust Manager's best estimates of the most probable outcome
of any future settlement.
Valuation of redeemable units
The units of the Trust may be surrendered for
redemption at any time but will be redeemed only on a Valuation Date and at no other time. Distributions to Unitholders may be paid by cheque
or by issuance of additional Units. The Trust’s units are therefore classified as financial liabilities. The Trust’s units do not
meet the criteria in IAS 32 for classification as equity. The net asset value per unit is determined
as of the close of business,
monthly. The determination is made by
dividing the net assets attributable to holders
of redeemable units (“Net Asset Value”) of the Trust at that date by the total
number of units outstanding.
Comprehensive
income attributable to holders of redeemable units per unit
Comprehensive
income attributable to holders of redeemable units per unit as disclosed
in the statement of comprehensive income is calculated by dividing the comprehensive income
attributable to holders
of redeemable units
by the average number of units outstanding during the year.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Critical judgements and estimates
The preparation of
consolidated financial statements in conformity with International Financial
Reporting Standards,
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. The following
discusses the most significant accounting judgments and estimates
that the Fund has made in preparing the consolidated financial
statements:
Allowance for credit losses
The determination of the allowance for credit losses on mortgage
loans receivable is the most significant estimate. The key inputs
in the measurement of ECL allowances, all of which are subject
to accounting judgments, estimates and assumptions are discussed in note 9.
Assessment as investment entity
The Trust Manager has concluded that the Trust
meets the characteristics and the definition of an investment entity, in that it has more than one investment and is managed
in accordance with the Trust's
investment guidelines; the investments are predominantly in the form of
mortgage loans. These conclusions will be reassessed on an annual
basis, if any of these
criteria or characteristics change.
READY CAPITAL MORTGAGE
INVESTMENT TRUST
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2020
3.
MORTGAGE LOANS RECEIVABLE As of December 31, 2020, the details of the mortgage loans receivable are as follows:
Interest Rate Terms Maturity date Type Amortized cost
$ 20,131,965 15.
3.
MORTGAGE LOANS RECEIVABLE (Continued...)
As of December 31, 2019, the details of the mortgage loans receivable are as follows:
Interest Rate Terms Maturity date Type Amortized cost
$ 10,834,200
* - denotes related party transactions, see note 7* - denotes
related party transactions, see note 7
4.
TRUST UNITHOLDERS ENTITLEMENTS
The Trust unitholders' entitlements with respect to the net assets attributable to the holders of redeemable units and distribution of income are generally as follows:
a)
Ownership of assets The pro rata share of the net assets
attributable to holders of redeemable units of the Trust in the proportion that each Trust unitholder's capital
bears to the aggregate Trust's
capital.
b)
Allocation of net income or loss Net income of the Trust will be allocated on
an annual basis, in arrears, 99.999% to the Trust unitholders and 0.001% to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum. The Trust
Unitholders' share of the income and loss of the Trust is allocated to Trust unitholders in the
proportion to their ownership of redeemable units at the commencement of the period.
c)
Distributions of income On each distribution date, on or about the 10th day of each calendar month, distributable cash will be distributed
first, as to 99.999% to the Trust unitholders in proportion to the number of
units held by each Trust unitholder on the distribution record date immediately preceding date of such distribution; and second, as to 0.001%
to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum.
d)
Redemptions Trust unitholders may redeem the units by tendering to the Trust the redemption notice specifying the Trust unitholders wishes to have the units
redeemed by the Trust. Early redemption penalties may apply if the redemption notice is not delivered in the manner as
required in the Trust Offering Memorandum
Upon redemption, the Trust unitholders will
receive proceeds of redemption equal to aggregate fair value of the units, together with an amount equal to all
interest dividends declared thereon and remaining unpaid.
The Trustees have the right to require
a Trust unitholder to redeem some or all of the units owned by such Trust unitholder on a redemption
date designated by the Trustees at the fair value per unit thereof on such date, less all applicable
deductions and fees, by notice in writing to the Trust unitholder before
the date of redemption, which right may be exercised
by the Trustees in its absolute discretion.
5.
FEES AND EXPENSES
a)
Mortgage administration fees
The Trust pays to the Mortgage
Administrator a fee of one thousand dollars ($1,000.00) per month.
b)
Mortgage management fees
The Trust pays the Mortgage Manager by payment
of a monthly fee equal to 1/12th (one twelfth) of 2.00% (plus H.S.T) of the amount of the mortgage
receivables of the Trust as of the last business
day of each calendar month (the “Mortgage Management Fees”). The fees
may be subject to waiver or adjustment in accordance with the terms of the Mortgage Management Agreement, including in order to meet the target distribution yield of the Trust of approximately 8.0% per annum,
net of fees.
c)
Performance fees
The Mortgage Manager
is also entitled to a performance fee paid by the Trust to the Mortgage Manager
payable in respect of a calendar year
in which the net return of the Partnership exceeds 8.0% for such year and is equal to 20% of the aggregate net return of the Partnership for such year which exceeds
the 8.0% “hurdle” rate of return.
d)
Mortgage Originator
fees
The Mortgage Originator
is entitled to all lender, broker, origination, commitment, renewal, extension, discharge participation, NSF and
administration fees (“Lender/Broker Fees”) generated on Mortgage Investments it arranges and presents to
the Trust. Generally, such fees are
in the range of 2–6% of the loan amount
although in certain
circumstances the amount
can be higher.
e)
Commission
The Trust will from time to time retain and engage registered agents, securities dealers
and brokers and other
eligible persons to sell the Units. Any commissions, finder's fees or referral fees or other compensation payable (including expense reimbursements) by the Trust Manager
in connection with the distribution and sale of the Units will
be payable by the Trust. The Trust may pay a commission in connection with the Unit Offering of up to
one percent (1%) of the value of the securities purchased in the Unit
Offering.
5.
FEES AND EXPENSES
(Continued...) f)
Operating fees
The Trust is responsible for the payment of all routine and customary fees and expenses
incurred relating to the administration and operation of the Trust including, but not limited
to: Trustee fees and expenses; management fees; custodian, and safekeeping fees and expenses;
registrar and transfer agency fees and expenses;
audit, legal and record-keeping fees and expenses; communication expenses;
printing and mailing expenses;
all costs and expenses associated with the qualification for sale and distribution of the Units
including securities filing fees (if any); investor servicing costs;
costs of providing information to Unitholders
(including proxy solicitation material, financial and other reports) and
convening and conducting meetings
of Unitholders; taxes, assessments or other governmental charges of all kinds levied against the Trust; interest expenses;
and all brokerage commissions and other fees associated with the purchase and sale of portfolio securities
and other assets of the Trust. In addition, the Trust will be responsible for the payment of all
expenses associated with ongoing investor relations and education relating to the Trust. The Trust Manager
will also be reimbursed for any expenses of any action, suit or other proceeding in which or in relation
to which the Trust Manager or the Trustee and/or any of their respective officers, directors, employees, consultants or agents (as applicable) is entitled to indemnity by the Trust.
6.
UNITS ISSUED AND OUTSTANDING
The authorized capital of the Trust consists
of an unlimited number of trust units, issuable in series designated in one or more classes of
units. Each issued and outstanding
unit represents an undivided interest in the net assets of the Trust. The unit transactions for the period ended December 31, 2020 are as follows:
7.
RELATED PARTY
TRANSACTIONS
$700,000 of mortgage loans issued to one of
the trustees was discharged during the year.
For the year ended December
31, 2020, interest
income of $52,495
(2019 - $11,655) was earned
from such mortgage
loans receivable.
Included in interest
receivable is the amount of $16,000 (2019 - $16,000) due from Moneybroker Canada Inc., an entity subject
to common control
of the Trust.
The following are redeemable units held by the related party of the Trust:
During the period ended December
31, 2020, fees paid to the Trust Manager were as follows:
The following are redeemable units held by the related party of the Trust:
2020 2019 Unit held by the Trust Manager 1.00 1.00
Percentage of Unit held by the Trust Manager 0.00 % 0.00 %
2020 2019
Trust management fees, performance fees and mortgage
origination fees are measured at the consideration prescribed by the offering
documents of the Trust. When related
parties enter unitholder transactions with the Trust,
the consideration is the transactional NAV available to all other unitholders on the
trade date.
8.
MINORITY INTEREST
The minority interest
represents the interest
of the Trust owned by the General
Partner of Ready Capital Mortgage Limited
Partnership. During the year ended December
31, 2020, the Trust allocated
$20 (2019 - $7) of income to the minority interest owner and as of December 31, 2020 it has capital
of $127 (2019 - $107) of the Trust.
9.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Fair value IFRS 7 requires that the Trust disclose
information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statement of financial
position date based on relevant market information and information about the financial instrument.
Financial assets and liabilities recorded at
fair value in the Trust's statement of financial position are categorized based upon the level of judgment associated with the inputs used to measure their fair value.
Hierarchical
levels, defined by IFRS 7 and directly
related to the amount of subjectivity associated with inputs to fair valuation of these financial assets and liabilities, are as follows:
•
Quoted prices (unadjusted) in active markets
for identical assets or liabilities (Level 1); •
Inputs other than quoted
prices included in Level 1 that are observable for the asset
or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level
2); and •
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
The Trust Manager has
determined that cash amounting to $5,587,499 (2019 - $875,386) is the only
asset classified as level
1 financial assets at fair value through profit
or loss.
The Trust's financial instruments consist of
mortgage loans receivable, cash, interest and lender fee receivable, distributions
payable, accounts payable and accrued liabilities, redemptions payable and unearned
revenue and other holdbacks. It is the Trust's opinion
that due to the short term nature
of these financial
instruments, the Trust is not exposed to significant market price, currency,
interest rate, liquidity, cash
flow, credit, and portfolio concentration risks arising from these financial
instruments except as described
below. The fair value of these financial instruments approximate their carrying values,
unless otherwise noted.
i)
Currency risk
The Trust may hold assets
and liabilities that are denominated in currencies other than the Canadian dollar - its functional currency. Consequently, the Trust
is exposed to risks that the exchange
rate of its currency relative to other currencies may change in a
manner that has an adverse effect on the value of the portion of the Trust's assets or
liabilities denominated in currencies other than Canadian dollars, absent any changes in market price or investment specific events.
The Trust has no material
exposure to currency risk as at December
31, 2020.
9. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...)
Fair value (Continued...)
ii)
Interest rate risk
The Trust may invest in fixed and floating rate securities. The income of the Trust may be affected by changes to interest rates relevant to
particular financial instruments or as a result of the Trust Manager
being unable to secure
similar returns on the expiry
of contracts or sale of securities. The value
of fixed interest financial instruments may be affected by interest rate
movements or the expectation of such movement
in the future. As at December 31, 2020, 82.0% (2019 - 94.1%) of the net assets are held in mortgage loans
receivable and 22.7% (2019 - 7.6%) of net assets owned are held in cash. The remaining portion of the
Trust's net assets are substantially non-interest bearing financial
instruments.
iii) Liquidity risk
Liquidity risk is the possibility that
investments of the Trust cannot be readily converted into cash when required. The Trust may be subject
to liquidity constraints because of insufficient volume in the markets for the securities of the
Trust or the securities may be subject to legal or contractual restrictions on their resale. In addition,
the Trust is exposed to monthly cash redemptions of redeemable units. The units of the Trust are redeemed on demand
at the current net assets per unit at the option of the unitholder. The Trust manages
liquidity risk by continuously monitoring actual and projected cash flows to ensure that it will
always have sufficient liquidity
to meet its liabilities when due, under normal and stressed conditions, without
incurring unacceptable losses or risking damage
to the Trust's reputation. The Trust aims to retain sufficient cash and cash
equivalent positions to maintain
liquidity; therefore, the liquidity risk for the Trust is considered minimal.
iv)
Cash flow risk
Cash flow risk is the risk
that future cash flows associated with a monetary financial instrument will fluctuate in amount. In the case of a floating
rate debt instrument, such fluctuations will result from a
change in the effective interest rate of the financial instrument, usually
without a corresponding change in its fair value.
v)
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge
an obligation and cause the other party to incur a financial
loss.
Financial assets which potentially expose the
Trust to credit risk consist principally of mortgage loans receivable. The Trust seeks to mitigate its exposure to credit risk by performing credit reviews on borrowers
on a regular basis and maintaining specific
loan to value metrics on secured properties.
As at December 31, 2020, the Trust had $20,131,965 (2019- $10,834,200) representing 82.0% (2019 - 94.1%) of the Trust's net assets invested in
mortgage loans receivable. The Trust Manager has applied the expected
credit loss model to assess
the expected credit losses in accordance with IFRS and has concluded that the mortgage
loans receivable are classified as performing (stage
1) with no interest delinquency issues and principal and interest are due within 12 months.
Therefore, $Nil has been provided
for allowance for expected credit
losses.
9.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)
vi)
Concentration risk
Concentration risk arises as a result of the
concentration of exposures within the same category, whether it is product type,
industry sector or counterparty type. As at December 31, 2020, $20,131,965 (2019 - $10,834,200) representing 82.0% (2019
- 94.1%) of the Trust's
net assets were invested in mortgage loans receivable.
vii)
Market price risk
Market price risk is the risk that the fair
value or future cash flows of a financial instrument will fluctuate because of changes in market
prices (other than those arising from interest rate risk or currency risk), whether those changes are
caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the market. The Trust is not currently exposed to market price risk as at December 31, 2020.
10.
CAPITAL MANAGEMENT
The Trust Manager considers the Trust’s
capital to consist of the issued units and the net assets attributable to participating unitholders.
The Trust Manager manages
the capital of the Trust in accordance with the Trust’s investment objectives, policies and restrictions, as outlined in the
Trust’s offering documents, while maintaining sufficient liquidity to meet participating withholder
redemptions.
The Trust does not have any externally imposed capital requirements.
11.
COMMITMENTS
a)
The Trust is committed to pay the Mortgage Administrator a fee of $1,000 per month.
b)
The Trust is committed to pay the Trust
Manager a monthly fee equal to 1/12th of 2.0% (plus HST) of the amount of the mortgage loans receivable. The mortgage management fee may be subject
to waiver or adjustment in accordance with the terms of the mortgage management agreement.
The Trust
has also committed to pay a performance fee equal to 20% of the aggregate net
returns of the Trust in excess
of 8% for the calendar year.
c)
The Trust may pay a commission to securities dealers
in connection with the unit subscriptions of up to 1% of the value of the securities purchased
in the unit offering.
d)
The Trust may pay mortgage origination fees to
the mortgage originator up to 6% of the funded
mortgage.
12.
MATERIAL UNCERTAINTY
Certain impacts from the COVID-19 outbreak may
have a significant negative impact on the Fund’s operations and performance. These circumstances may continue for an extended
period of time, and may have
an adverse impact on economic and market conditions. The ultimate economic
fallout from the pandemic,
and the long-term impact on economies, markets, industries and individual companies, are not known.
The extent of the impact to the financial performance and the operations of the Fund will depend
on future developments, which are highly
uncertain and cannot
be predicted.
READY CAPITAL MORTGAGE
INVESTMENT TRUST
CONSOLIDATED
FINANCIAL STATEMENTS DECEMBER
31, 2021
INDEX Page
Independent
Auditor's Report 1 - 3 Consolidated
Statement of Financial
Position 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Changes in Net Assets Attributable to Holders of Redeemable Units 6 Consolidated
Statement of Cash Flows 7 Notes to the Consolidated Financial Statements 8 - 26
INDEPENDENT AUDITOR'S
REPORT
To the Trustees of Ready Capital Mortgage
Investment Trust Opinion We have audited the consolidated financial
statements of Ready Capital Mortgage Investment Trust (the "Trust"), which comprise the consolidated statement
of financial position
as at December 31, 2021 and the consolidated
statement of comprehensive income and the consolidated statement of changes in
net assets attributable to holders
of redeemable units and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, the
accompanying consolidated financial statements present fairly, in all material
respects, the financial position
of the Trust as at December 31, 2021, and its financial
performance and its cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with Canadian generally
accepted auditing standards. Our responsibilities under those standards are further
described in the Auditor's
Responsibilities for the Audit of the Consolidated
Financial Statements section on our report. We are independent of the Trust in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We
believe that the audit evidence
we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Those Charged
with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation
of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management
is responsible for assessing the Trust's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either
intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Trust's financial
reporting process.
Independent Auditor's Report Page 2
Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable
assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor's
report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit
conducted in accordance with Canadian
generally accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with
Canadian generally accepted auditing standards, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
·
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting
a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
·
Obtain an understanding of internal control
relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Trust’s internal control.
·
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
·
Conclude on the appropriateness of
management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’s
ability to continue as a going concern. If
we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report
to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Trust to
cease to continue as a going concern.
·
Evaluate the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying
transactions and events
in a manner that achieves fair presentation.
Independent Auditor's Report Page 3
We communicate with those charged with
governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
Chartered Professional Accountants Licensed Public Accountants
Toronto,
Ontario March 29, 2022
CONSOLIDATED
STATEMENT OF FINANCIAL
POSITION AS AT DECEMBER 31, 2021
2021 2020
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2021
2021 2020
READY CAPITAL MORTGAGE
INVESTMENT TRUST
CONSOLIDATED
STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE UNITS
FOR THE YEAR ENDED DECEMBER 31, 2021
See accompanying notes to the consolidated financial
statements 6.
CONSOLIDATED
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER
31, 2021
2021 2020
See accompanying notes to the consolidated financial
statements
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
1.
THE TRUST
Ready Capital Mortgage Investment Trust (the
"Trust") was settled as an unincorporated open-ended investment trust under the laws of the
Province of Ontario pursuant to a Declaration of Trust dated January 24, 2019. The investment goal of the Trust is to finance
prudent conventional mortgages
secured by real property
situated in Canada. The Trust is the sole limited partner in Ready Capital
Mortgage Limited Partnership (the "Partnership"). The Trust aims to provide
its unitholders with stable and secure returns while preserving its investable
capital. The term of the Trust is indefinite, subject to certain conditions. The Trust is not a reporting
issuer in any province or territory of Canada. The Trust is not a trust company and does not carry on business
as a trust company, and therefore, is not registered under applicable legislation as a trust company
in any jurisdiction.
The Limited
Partnership is a non-bank provider of mortgage loans and will make monthly cash distributions to the Trust and its trust unitholders from income of the Partnership. In the ordinary
course of business the Trust
will distribute all of the distributable cash calculated in accordance with its distribution
policy. The principal place of
business of the Trust is located at 4491 Highway 7, Unionville, Ontario L3R 1M1.
Christine Xu, Martin Reid and Ronald Cuadra
are the trustees of the Trust. Rite
Alliance Management Inc., (a company controlled by the trustees) is the Trust Manager of the
Trust.
2.
SIGNIFICANT
ACCOUNTING POLICIES
Statement of Compliance with International Financial Reporting Standards
These consolidated financial
statements have prepared
using accounting policies
consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB").
These consolidated financial statements were
authorized to issue by the Trust Manager on March 29, 2022.
Basis of preparation
These consolidated financial statements have been prepared on a historical cost basis except
for financial instruments that have been measured at
fair value. In addition, these
consolidated financial statements have been prepared using
the accrual basis of accounting, except for cash flow information.
These consolidated financial statements have
been prepared on the basis of IFRS standards that are published at the time of preparation and that are effective as
at December 31, 2021, the Trust 's annual reporting date.
These consolidated financial statements are
presented in the functional currency of the Trust, Canadian dollars.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Principles
of Consolidation
These consolidated financial statements
include the accounts of the Trust and Ready Capital Mortgage Limited
Partnership (the
"Partnership"). The Trust
owns 100% of the Class A LP units of the Partnership. The minority interest reflected in these
consolidated financial statements represents the interest of the General Partner in the Limited Partnership. In accordance with the Limited Partnership agreement the General Partner is entitled
to 0.001% of the Limited Partnership earnings.
All inter- company accounts
and transactions have been eliminated on consolidation.
Financial instruments
IFRS 9, Financial Instruments – Classification and Measurement (“IFRS
9”) requires financial
assets to be classified as amortized cost, fair
value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”) based on
the entity’s business model for managing financial assets and the contractual cash flow characteristics of these assets. Assessment of the business
model approach in use is an accounting judgment. Fair value changes for financial
liabilities at FVTPL, which are attributable to changes in the entity's
own credit risk, are to be presented
in other comprehensive income unless they
affect amounts recorded in income. Financial
assets and liabilities are recognized in the
consolidated financial statements when the Trust becomes a party to the
contractual provisions of the instruments. The Trust Manager has designated its cash as financial assets at FVTPL, which is measured at fair value.
The Trust only measures debt instruments at amortized cost if both of the following conditions are met:
•
The financial asset is held within a business
model with the objective to hold financial assets in order to collect
contractual cash flows. •
The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments
of principal and interest (“SPPI”)
on the principal amount outstanding.
Business model assessment:
The Trust determines its business model
at the level that best reflects how it manages
groups of financial assets to achieve its business objective. The business model
is not assessed on an instrument-by- instrument basis, but at a higher level of aggregated
portfolios and is based on observable factors
such as:
•
How the performance of the business
model and the financial assets
held within that business model are evaluated and reported to the entity’s
key management personnel; •
The risks that affect the performance of the business
model (and the financial assets
held within that business
model) and, in particular, the way
those risks are managed; •
How managers of the business
are compensated (for example, whether
the compensation is based on the fair value of the assets managed or on the contractual cash flows collected); and •
The expected frequency, value and timing of sales.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: As a second step of its classification
process, the Trust assesses the contractual terms of financial instruments to identify whether they meet the SPPI test.
“Principal” for the purpose of this test is
defined as the fair value of the financial asset at initial recognition and may change over the life
of the financial asset (for example, if there are repayments of principal or amortization of the premium/discount).
In contrast, contractual terms that introduce
more than a minimal exposure to risks or volatility in the contractual cash flows that are unrelated
to a basic lending arrangement do not give rise to contractual cash flows that are SPPI on the principal
amount outstanding. In such cases, the financial
asset is required
to be measured
at FVTPL.
Management has performed the business model
assessment and SPPI test and concluded that the mortgages are financial
assets carried at amortized cost.
IFRS 9 requires that an entity recognizes an allowance for expected credit losses on financial assets which are measured at amortized costs or FVOCI.
Financial assets held by the Trust which are measured at FVTPL are not subject to the impairment requirements.
The Trust applies an expected credit loss
(“ECL”) model, where credit losses that are expected to transpire in future years irrespective of whether a loss event
has occurred or not as at the statement of financial
position date, are provided for. The Trust assesses and segments its loan
portfolio into performing (Stage 1),
under-performing (Stage 2) and non-performing (Stage 3) categories as at each statement of financial position date. Loans are categorized as under-performing
if there has been a significant
increase in credit risk. The Trust utilizes internal risk rating changes,
delinquency and other identifiable risk factors to determine when there has been a significant increase
or decrease in the credit
risk of a loan. Indicators of
a significant increase in credit risk include a recent degradation in internal partnership risk rating based on the
Trust’s custom behaviour credit scoring model, non-sufficient fund (“NSF”) transactions, delinquency and
adjustments to the loan’s terms. Under-performing
loans are recategorized to performing only if there is deemed
to be a substantial decrease
in credit risk. Loans are categorized as non-performing if there is objective evidence
that such loans will
likely charge-off in the future which the Trust has determined to
be when loans are delinquent for greater than 30 days. For performing loans, the Trust
is required to record an allowance for loan losses equal to the expected
losses on that group of loans
over the ensuing twelve months. For
under-performing and non-performing loans,
the Trust is required to record an allowance for loan losses equal to the
expected losses on those groups of loans over their remaining
life.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: (Continued...) The Trust does not provide any additional credit
to borrowers who are delinquent. In order for additional credit
to be advanced to a borrower, they must be current on their pre-existing loan and meet the Trust’s
credit and underwriting requirements. In limited
situations, the Trust may amend the terms of a loan for customers
that are current or are in arrears as a means to ensure the customer remains
able to repay the loan.
The key inputs in the measurement of ECL allowances
are as follows:
•
The probability of default is an estimate of the likelihood of default over a given time horizon; •
The exposure at default is an estimate of the exposure at a future default
date; •
The loss given default is an estimate of the loss arising
in the case where a default occurs at a given time; and •
Forward-looking indicators (“FLIs”).
Ultimately, the ECL is calculated based on the
probability weighted expected cash collected shortfall against the carrying value of the loan and considers reasonable
and supportable information about past events,
current conditions and forecasts of future events and economic conditions that
may impact the credit profile of the
loans. Forward-looking information is
considered when determining significant increase in credit risk and measuring expected
credit losses. Forward-looking
macroeconomic factors are incorporated
in the risk parameters as relevant. From an analysis of historical data,
General Partner has identified and
reflected in the Trust’s ECL allowance those relevant FLIs variables that
contribute to credit risk and losses
within the Partnership’s loan portfolio. Within
the Trust’s loan portfolio, the most highly
correlated variable is real estate prices.
With respect to consolidated financial
statements items classified as loans and receivable, the Trust considers both historical analysis and forward looking information in determining expected credit losses. As at the year end date, all loans and
receivables are due to be settled within the short term. The Trust considers
the probability of default and the capacity of counterparties to meet their contractual obligation in the near term.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) Financial
liabilities Financial liabilities are classified as
measured at amortized cost or fair value through profit or loss ("FVTPL"). A financial liability is classified as at
FVTPL if it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any interest expense,
are recognized in profit or loss. Other
financial liabilities are subsequently measured
at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss
on derecognition is also
recognized in profit
or loss.
The Trust classified accounts payable and
accrued liabilities, prepaid interest and other holdbacks, subscriptions in advances, distribution payable and redemptions payable as measured at amortized
cost.
Derecognition
of financial instruments
A financial asset is derecognized when the rights to receive cash flows from the asset
have expired or the Company has transferred substantially
all of the risk and rewards of the asset. The
Trust assesses each reporting date whether there
is any objective evidence that a financial
asset is impaired, the impairment provision is based upon the expected
loss.
The Trust derecognizes a
financial liability when its contractual obligations are discharged or
cancelled or expire.
Cash
Cash consists of cash on deposit. Amounts are carried at fair value.
Offsetting of financial
instruments
Financial assets and financial liabilities are
offset and the net amount reported in the statement of financial position
if there is currently enforceable legal right to offset the recognized amounts
and there is an
intention to settle on a net basis, or to realize the asset and settle the
liability simultaneously. Quantitative information on the impact on the Trust's statement of financial position
if all amounts were set off is required.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...)
Revenue recognition
Revenue is recognized to the extent that it is
probable that the economic benefits will flow to the Trust and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received,
excluding discounts, rebates
and other sales tax or duty.
Mortgage loan interest and interest rate
reduction fees are recognized in the period in which they are earned.
Lender's fees are earned at
the inception of the mortgage loan. Such fees are accounted for on the accrual basis.
Discharge fees are earned when the mortgagees
repay the mortgage before the due date. Such fees are recorded on the
discharge date.
Redemption charges are earned when unitholders redeem their units prior to the minimum holding period as specified in the Trust Offering Memorandum. Such fees are accounted for on the date of redemption.
Provisions
The Trust recognizes a provision, if as a
result of a prior event, the Trust has a current obligation requiring the outflow of resources to settle. Provisions are recorded at the Trust Manager's best estimates of the most probable outcome
of any future settlement.
Valuation of redeemable units
The units of the Trust may be surrendered for
redemption at any time but will be redeemed only on a Valuation Date and at no other time. Distributions to Unitholders may be paid by cheque
or by issuance of additional Units. The Trust’s units are therefore classified as financial liabilities. The Trust’s units do not
meet the criteria in IAS 32 for classification as equity. The net asset value per unit is determined
as of the close of business,
monthly. The determination is made by
dividing the net assets attributable to holders
of redeemable units (“Net Asset Value”) of the Trust at that date by the total
number of units outstanding.
Comprehensive
income attributable to holders of redeemable units per unit
Comprehensive
income attributable to holders of redeemable units per unit as disclosed
in the statement of comprehensive income is calculated by dividing the comprehensive income
attributable to holders
of redeemable units
by the average number of units outstanding during the year.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Critical judgements and estimates
The preparation of
consolidated financial statements in conformity with International Financial
Reporting Standards,
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. The following
discusses the most significant accounting judgments and estimates
that the Fund has made in preparing the consolidated financial
statements:
Allowance for credit losses
The determination of the allowance for credit losses on mortgage
loans receivable is the most significant estimate. The key inputs
in the measurement of ECL allowances, all of which are subject
to accounting judgments, estimates and assumptions are discussed in note 9.
Assessment as investment entity
The Trust Manager has concluded that the Trust
meets the characteristics and the definition of an investment entity, in that it has more than one investment and is managed
in accordance with the Trust's
investment guidelines; the investments are predominantly in the form of
mortgage loans. These conclusions will be reassessed on an annual
basis, if any of these
criteria or characteristics change.
READY CAPITAL MORTGAGE
INVESTMENT TRUST
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
3.
MORTGAGE LOANS RECEIVABLE As of December 31, 2021, the details of the mortgage loans receivable are as follows:
Interest Rate Terms Maturity date Type Amortized cost
Balance carried forward to next page $ 18,615,290
READY CAPITAL MORTGAGE
INVESTMENT TRUST
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
3. MORTGAGE LOANS RECEIVABLE (Continued...)
As of December 31, 2021, the details of the mortgage loans receivable are as follows:
Interest Rate Terms Maturity date Type Amortized cost
Balance carried forward to next page $ 18,615,290
READY CAPITAL MORTGAGE
INVESTMENT TRUST
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2021
3.
MORTGAGE LOANS RECEIVABLE (Continued...) As of December 31, 2020, the details of the mortgage loans receivable are as follows:
4.
TRUST UNITHOLDERS ENTITLEMENTS
The Trust unitholders' entitlements with respect to the net assets attributable to the holders of redeemable units and distribution of income are generally as follows:
a)
Ownership of assets The pro rata share of the net assets
attributable to holders of redeemable units of the Trust in the proportion that each Trust unitholders' capital
bears to the aggregate Trust's
capital.
b)
Allocation of net income or loss Net income of the Trust will be allocated on
an annual basis, in arrears, 99.999% to the Trust unitholders and 0.001% to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum. The Trust
Unitholders' share of the income and loss of the Trust is allocated to Trust unitholders in the
proportion to their ownership of redeemable units at the commencement of the period.
c)
Distributions of income On each distribution date, on or about the 10th day of each calendar month, distributable cash will be distributed
first, as to 99.999% to the Trust unitholders in proportion to the number of
units held by each Trust unitholder on the distribution record date immediately preceding date of such distribution; and second, as to 0.001%
to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum.
d)
Redemptions Trust unitholders may redeem the units by tendering to the Trust the redemption notice specifying the Trust unitholders wishes to have the units
redeemed by the Trust. Early redemption penalties may apply if the redemption notice is not delivered in the manner as
required in the Trust Offering Memorandum
Upon redemption, the Trust unitholders will
receive proceeds of redemption equal to aggregate fair value of the units, together with an amount equal to all
interest dividends declared thereon and remaining unpaid.
The Trustees have the right to require
a Trust unitholder to redeem some or all of the units owned by such Trust unitholder on a redemption
date designated by the Trustees at the fair value per unit thereof on such date, less all applicable
deductions and fees, by notice in writing to the Trust unitholder before
the date of redemption, which right may be exercised
by the Trustees in its absolute discretion.
5.
FEES AND EXPENSES
a)
Mortgage administration fees
The Trust pays to the Mortgage Administrator a fee of $1,350 per month.
b)
Mortgage management fees
The Trust pays the Mortgage Manager by payment
of a monthly fee equal to 1/12th (one twelfth) of 2.00% (plus H.S.T) of the amount of the mortgage
receivables of the Trust as of the last business
day of each calendar month (the “Mortgage Management Fees”). The fees
may be subject to waiver or adjustment in accordance with the terms of the Mortgage Management Agreement, including in order to meet the target distribution yield of the Trust of approximately 8.0% per annum,
net of fees.
c)
Performance fees
The Mortgage Manager
is also entitled to a performance fee paid by the Trust to the Mortgage Manager
payable in respect of a calendar year
in which the net return of the Partnership exceeds 8.0% for such year and is equal to 20% of the aggregate net return of the Partnership for such year which exceeds
the 8.0% “hurdle” rate of return.
d)
Mortgage Originator
fees
The Mortgage Originator
is entitled to all lender, broker, origination, commitment, renewal, extension, discharge participation, NSF and
administration fees (“Lender/Broker Fees”) generated on Mortgage Investments it arranges and presents to
the Trust. Generally, such fees are
in the range of 2–6% of the loan amount
although in certain
circumstances the amount
can be higher.
e)
Commission
The Trust will from time to time retain and engage registered agents, securities dealers
and brokers and other
eligible persons to sell the Units. Any commissions, finder's fees or referral fees or other compensation payable (including expense reimbursements) by the Trust Manager
in connection with the distribution and sale of the Units will
be payable by the Trust. The Trust may pay a commission in connection with the Unit Offering of up to
one percent (1%) of the value of the securities purchased in the Unit
Offering.
5.
FEES AND EXPENSES
(Continued...)
f)
Operating fees
The Trust is responsible for the payment of all routine and customary fees and expenses
incurred relating to the administration and operation of the Trust including, but not limited
to: Trustee fees and expenses; management fees; custodian, and safekeeping fees and expenses;
registrar and transfer agency fees and expenses;
audit, legal and record-keeping fees and expenses; communication expenses;
printing and mailing expenses;
all costs and expenses associated with the qualification for sale and distribution of the Units
including securities filing fees (if any); investor servicing costs;
costs of providing information to Unitholders
(including proxy solicitation material, financial and other reports) and
convening and conducting meetings
of Unitholders; taxes, assessments or other governmental charges of all kinds levied against the Trust; interest expenses;
and all brokerage commissions and other fees associated with the purchase and sale of portfolio securities
and other assets of the Trust. In addition, the Trust will be responsible for the payment of all
expenses associated with ongoing investor relations and education relating to the Trust. The Trust Manager
will also be reimbursed for any expenses of any action, suit or other proceeding in which or in relation
to which the Trust Manager or the Trustee and/or any of their respective officers, directors, employees, consultants or agents (as applicable) is entitled to indemnity by the Trust.
6.
UNITS ISSUED AND OUTSTANDING
The authorized capital of the Trust consists
of an unlimited number of trust units, issuable in series designated in one or more classes of
units. Each issued and outstanding
unit represents an undivided interest in the net assets of the Trust.
The unit transactions for the year ended December 31, 2021 are as follows:
7.
RELATED PARTY
TRANSACTIONS
$660,000 of mortgage loans
issued to one of the trustees was discharged during the year with a remaining mortgage loan balance of $220,000 (2020 -
$880,000). For the year ended December 31, 2021, interest income
of $52,838 (2020 - $52,495)
was earned from such mortgage
loans receivable.
Included in interest
receivable is the amount of $3,000 (2020 - $16,000) due from Moneybroker Canada Inc., an entity subject
to common control
of the Trust.
The following are redeemable units held by the related party of the Trust:
During the year ended December 31, 2021, fees paid to the Trust Manager were as follows:
consideration prescribed by the offering
documents of the Trust. When related
parties enter unitholder transactions with the Trust,
the consideration is the transactional NAV available to all other unitholders on the
trade date.
8.
MINORITY INTEREST
The minority interest
represents the interest
of the Trust owned by the General
Partner of Ready Capital Mortgage Limited
Partnership. During the year ended December 31, 2021, the Trust allocated
$36 (2020 - $20) of income to the minority
interest owner and as of December 31, 2021 it has capital
of $163 (2021 - $127) of the Trust.
9.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Fair value IFRS 7 requires that the Trust disclose
information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statement of financial
position date based on relevant market information and information about the financial instrument.
Financial assets and liabilities recorded at
fair value in the Trust's statement of financial position are categorized based upon the level of judgment associated with the inputs used to measure their fair value.
Hierarchical
levels, defined by IFRS 7 and directly
related to the amount of subjectivity associated with inputs to fair valuation of these financial assets and liabilities, are as follows:
•
Quoted prices (unadjusted) in active markets
for identical assets or liabilities (Level 1); •
Inputs other than quoted
prices included in Level 1 that are observable for the asset
or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level
2); and •
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
The Trust Manager has determined that cash
amounting to $4,370,580 (2020 - $5,587,499) is the only asset classified as level 1 financial assets at fair value through profit or loss.
The Trust's financial
instruments consist of mortgage loans receivable, cash, interest receivable, distribution payable, accounts payable and accrued liabilities,
redemptions payable, subscriptions in advance,
and prepaid interest and other holdbacks. It is the Trust's opinion that due to
the short term nature of these
financial instruments, the Trust is not exposed to significant market price,
currency, interest rate, liquidity,
cash flow, credit, and portfolio concentration risks arising from these
financial instruments except as
described below. The fair value of
these financial instruments approximate their
carrying values, unless otherwise noted.
i)
Currency risk
The Trust may hold assets
and liabilities that are denominated in currencies other than the Canadian dollar - its functional currency. Consequently, the Trust
is exposed to risks that the exchange
rate of its currency relative to other currencies may change in a
manner that has an adverse effect on the value of the portion of the Trust's assets or
liabilities denominated in currencies other than Canadian dollars, absent any changes in market price or investment specific events.
The Trust has no material
exposure to currency risk as at December
31, 2021.
9. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...)
Fair value (Continued...)
ii)
Interest rate risk
The Trust may invest in fixed and floating rate securities. The income of the Trust may be affected by changes to interest rates relevant to
particular financial instruments or as a result of the Trust Manager
being unable to secure
similar returns on the expiry
of contracts or sale of securities. The value
of fixed interest financial instruments may be affected by interest rate
movements or the expectation of such movement
in the future. As at December 31, 2021, 94% (2020 - 82%) of the net assets are held in mortgage loans receivable and 10.5% (2020 - 22.7%) of net assets owned are held
in cash. The remaining portion of the Trust's net assets are
substantially non-interest bearing financial instruments.
iii) Liquidity risk
Liquidity risk is the possibility that
investments of the Trust cannot be readily converted into cash when required. The Trust may be subject
to liquidity constraints because of insufficient volume in the markets for the securities of the
Trust or the securities may be subject to legal or contractual restrictions on their resale. In addition,
the Trust is exposed to monthly cash redemptions of redeemable units. The units of the Trust are redeemed on demand
at the current net assets per unit at the option of the unitholder. The Trust manages
liquidity risk by continuously monitoring actual and projected cash flows to ensure that it will
always have sufficient liquidity
to meet its liabilities when due, under normal and stressed conditions, without
incurring unacceptable losses or risking damage
to the Trust's reputation. The Trust aims to retain sufficient cash and cash
equivalent positions to maintain
liquidity; therefore, the liquidity risk for the Trust is considered minimal.
iv)
Cash flow risk
Cash flow risk is the risk that future cash flows associated with a monetary
financial instrument will
fluctuate in amount. In the case of a floating rate debt instrument, such fluctuations will result from a
change in the effective interest rate of the financial instrument, usually
without a corresponding change in its fair value.
v)
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge
an obligation and cause the other party to incur a financial
loss.
Financial assets which potentially expose the
Trust to credit risk consist principally of mortgage loans receivable. The Trust seeks to mitigate its exposure to credit risk by performing credit reviews on borrowers
on a regular basis and maintaining specific
loan to value metrics on secured properties.
As at December 31, 2021, the
Trust had $38,818,690 (2020- $20,131,965) representing 94% (2020 - 82%) of the Trust's net assets invested in mortgage loans receivable. The Trust
Manager has applied
the expected credit
loss model to assess the expected credit
losses in accordance with IFRS and has concluded
that the mortgage loans receivable in
amount of $37,058,690 are classified as performing (stage 1) with no interest delinquency issues and
principal and interest are due within 12 months. One mortgage loan receivable in
amount of $1,760,000 is classified as non-performing (stage 3). The property associated with the mortgage loan receivable has been through
power sale proceedings and subsequent to
year end closed for proceeds sufficient that the principal and interest accrued
are expected to be fully recovered. Therefore, $Nil has been provided for allowance for expected credit
losses.
9.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)
Fair value (Continued...)
vi)
Concentration risk
Concentration risk arises as a result of the
concentration of exposures within the same category, whether it is product type, industry sector
or counterparty type. As at December 31, 2021, $38,818,690 (2020 - $20,131,965) representing
94% (2020 - 82%) of the Trust's net assets were invested in mortgage
loans receivable.
vii)
Market price risk
Market price risk is the risk that the fair
value or future cash flows of a financial instrument will fluctuate because of changes in market
prices (other than those arising from interest rate risk or currency risk), whether those changes are
caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the market.
The Trust is not currently exposed to market price risk as at December 31, 2021.
10.
CAPITAL MANAGEMENT
The Trust Manager considers the Trust’s
capital to consist of the issued units and the net assets attributable to participating unitholders.
The Trust Manager manages
the capital of the Trust in accordance with the Trust’s investment objectives, policies and restrictions, as outlined in the
Trust’s offering documents, while maintaining sufficient liquidity to meet participating withholder
redemptions.
The Trust does not have any externally imposed capital requirements.
11.
COMMITMENTS
a)
The Trust is committed to pay the Mortgage Administrator a fee of $1,350 per month.
b)
The Trust is committed to pay the Mortgage
Manager a monthly fee equal to 1/12th of 2.0% (plus HST) of the amount of the mortgage loans
receivable. The mortgage
management fee may be subject
to waiver or adjustment in accordance with the terms of the mortgage management agreement.
The Trust
has also committed to pay a performance fee equal to 20% of the aggregate net
returns of the Trust in excess
of 8% for the calendar year.
c)
The Trust may pay a commission to securities dealers
in connection with the unit subscriptions of up to 1% of the value of the securities purchased
in the unit offering.
d)
The Trust may pay mortgage origination fees to
the mortgage originator up to 6% of the funded
mortgage.
12.
MATERIAL UNCERTAINTY
Certain impacts from the COVID-19 outbreak may
have a significant negative impact on the Fund’s operations and performance. These circumstances may continue for an extended
period of time, and may have
an adverse impact on economic and market conditions. The ultimate economic
fallout from the pandemic,
and the long-term impact on economies, markets, industries and individual companies, are not known.
The extent of the impact to the financial performance and the operations of the Fund will depend
on future developments, which are highly
uncertain and cannot
be predicted.
READY CAPITAL MORTGAGE
INVESTMENT TRUST
CONSOLIDATED
FINANCIAL STATEMENTS DECEMBER
31, 2022
INDEX Page
Independent
Auditor's Report 1 - 3 Consolidated
Statement of Financial
Position 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Changes in Net Assets Attributable to Holders of Redeemable Units 6 Consolidated
Statement of Cash Flows 7 Notes to the Consolidated Financial Statements 8 - 24
INDEPENDENT AUDITOR'S
REPORT
To the Trustees of Ready Capital Mortgage
Investment Trust Opinion We have audited the consolidated financial
statements of Ready Capital Mortgage Investment Trust (the "Trust"), which comprise the consolidated statement
of financial position
as at December 31, 2022 and the consolidated
statement of comprehensive income, the consolidated statement of changes in net
assets attributable to holders
of redeemable units and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, the
accompanying consolidated financial statements present fairly, in all material
respects, the financial position
of the Trust as at December 31, 2022, and its financial
performance and its cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with Canadian generally
accepted auditing standards. Our responsibilities under those standards are further
described in the Auditor's
Responsibilities for the Audit of the Consolidated
Financial Statements section on our report. We are independent of the Trust in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We
believe that the audit evidence
we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Those Charged
with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation
of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management
is responsible for assessing the Trust's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either
intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Trust's financial
reporting process.
Independent Auditor's Report Page 2
Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable
assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor's
report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit
conducted in accordance with Canadian
generally accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with
Canadian generally accepted auditing standards, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
·
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting
a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
·
Obtain an understanding of internal control
relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Trust’s internal control.
·
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
·
Conclude on the appropriateness of
management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Trust’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Trust to cease to continue as a going concern.
·
Evaluate the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying
transactions and events
in a manner that achieves fair presentation.
Independent Auditor's Report Page 3
We communicate with those charged with
governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
Chartered Professional Accountants Licensed Public Accountants
Toronto,
Ontario March 31, 2023
CONSOLIDATED
STATEMENT OF FINANCIAL
POSITION AS AT DECEMBER 31, 2022
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2022
2022 2021
Comprehensive
income attributable to holders of redeemable units
READY CAPITAL MORTGAGE
INVESTMENT TRUST
CONSOLIDATED
STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE UNITS
FOR THE YEAR ENDED DECEMBER 31, 2022
See accompanying notes to the consolidated financial
statements 6.
CONSOLIDATED
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER
31, 2022
2022 2021
Cash flows from operating activities Comprehensive income for the year $ 4,551,813 $ 2,735,848 Adjustments for: Provision for uncollectable amounts
753,000 -
See accompanying notes to the consolidated financial
statements
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
1.
THE TRUST
Ready Capital Mortgage Investment Trust (the
"Trust") was settled as an unincorporated open-ended investment trust under the laws of the
Province of Ontario pursuant to a Declaration of Trust dated January 24, 2019. The investment goal of the Trust is to finance
prudent conventional mortgages
secured by real property
situated in Canada. The Trust is the sole limited partner in Ready Capital
Mortgage Limited Partnership (the "Partnership"). The Trust aims to provide
its unitholders with stable and secure returns while preserving its investable
capital. The term of the Trust is indefinite, subject to certain conditions. The Trust is not a reporting
issuer in any province or territory of Canada. The Trust is not a trust company and does not carry on business
as a trust company, and therefore, is not registered under applicable legislation as a trust company
in any jurisdiction.
Ready Capital Mortgage
Limited Partnership (the "Partnership") is a limited partnership
established under the laws of
the Province of Ontario pursuant to the filing of a declaration of limited
partnership on January 25, 2019. Ready Capital Mortgage
Holdings Ltd., a corporation incorporated under the laws of the Province of Ontario, is the General
Partner (the "General Partner") of the Partnership. Falcon
Ridge Mgmt Ltd. is the mortgage administrator (the "Mortgage
Administrator") of the Partnership. Rite Alliance Management Inc. is the mortgage manager
(the "Mortgage Manager") and Moneybroker Canada
Inc. is the mortgage originator (the "Mortgage Originator"). The Partnership intends
to carry on its business
to invest in mortgages and
to manage and administer the mortgage portfolio in accordance with the investment policies pursuant to the limited
partnership agreement dated
January 25, 2019.
The Limited
Partnership is a non-bank provider of mortgage loans and will make monthly cash distributions to the Trust and its trust unitholders from income of the Partnership. In the ordinary
course of business the Trust
will distribute all of the distributable cash calculated in accordance with its distribution
policy. The principal place of
business of the Trust is located at 4491 Highway 7, Unionville, Ontario L3R 1M1.
Christine Xu, Martin Reid and Ronald Cuadra
are the trustees of the Trust. Rite
Alliance Management Inc., (a company controlled by the trustees) is the Trust Manager of the
Trust.
2.
SIGNIFICANT
ACCOUNTING POLICIES
Statement of Compliance with International Financial Reporting Standards
These consolidated financial
statements have prepared
using accounting policies
consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB").
These consolidated financial statements were
authorized to issue by the Trust Manager on March 31, 2023.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Basis of preparation
These consolidated financial statements have been prepared on a historical cost basis except
for financial instruments that have been measured at
fair value. In addition, these
consolidated financial statements have been prepared using
the accrual basis of accounting, except for cash flow information.
These consolidated financial statements have
been prepared on the basis of IFRS standards that are published at the time of preparation and that are effective as
at December 31, 2022, the Trust 's annual reporting date.
These consolidated financial statements are
presented in the functional currency of the Trust, Canadian dollars.
Principles of consolidation
These consolidated financial statements
include the accounts of the Trust and Ready Capital Mortgage Limited
Partnership (the
"Partnership"). The Trust
owns 100% of the Class A LP units of the Partnership. The minority interest reflected in these
consolidated financial statements represents the interest of the General Partner in the Limited Partnership. In accordance with the Limited Partnership agreement the General Partner is entitled
to 0.001% of the Limited Partnership earnings.
All inter- company accounts
and transactions have been eliminated on consolidation.
Financial instruments
IFRS 9, Financial Instruments – Classification and Measurement (“IFRS
9”) requires financial
assets to be classified as amortized cost, fair
value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”) based on
the entity’s business model for managing financial assets and the contractual cash flow characteristics of these assets. Assessment of the business
model approach in use is an accounting judgment. Fair value changes for financial
liabilities at FVTPL, which are attributable to changes in the entity's
own credit risk, are to be presented
in other comprehensive income unless they
affect amounts recorded in income. Financial
assets and liabilities are recognized in the
consolidated financial statements when the Trust becomes a party to the
contractual provisions of the instruments. The Trust Manager has designated its cash as financial assets at FVTPL, which is measured at fair value.
The Trust only measures debt instruments at amortized cost if both of the following conditions are met:
•
The financial asset is held within a business
model with the objective to hold financial assets in order to collect
contractual cash flows. •
The contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments
of principal and interest (“SPPI”)
on the principal amount outstanding.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) Business model assessment: The Trust determines its business model
at the level that best reflects how it manages
groups of financial assets to achieve its business objective. The business model
is not assessed on an instrument-by- instrument basis, but at a higher level of aggregated
portfolios and is based on observable factors
such as:
•
How the performance of the business
model and the financial assets
held within that business model are evaluated and reported to the entity’s
key management personnel; •
The risks that affect the performance of the business
model (and the financial assets
held within that business
model) and, in particular, the way
those risks are managed; •
How managers of the business
are compensated (for example, whether
the compensation is based on the fair value of the assets managed or on the contractual cash flows collected); and •
The expected frequency, value and timing of sales.
The SPPI test:
As a second step of its classification
process, the Trust assesses the contractual terms of financial instruments to identify whether they meet the SPPI test.
“Principal” for the purpose of this test is
defined as the fair value of the financial asset at initial recognition and may change over the life
of the financial asset (for example, if there are repayments of principal or amortization of the premium/discount).
In contrast, contractual terms that introduce
more than a minimal exposure to risks or volatility in the contractual cash flows that are unrelated
to a basic lending arrangement do not give rise to contractual cash flows that are SPPI on the principal
amount outstanding. In such cases, the financial
asset is required
to be measured
at FVTPL.
Management has performed the business model
assessment and SPPI test and concluded that the mortgages are financial
assets carried at amortized cost.
IFRS 9 requires that an
entity recognizes an allowance for expected credit losses on financial assets
which are measured at amortized
costs or FVOCI. Financial assets held
by the Trust which are measured at FVTPL are not subject
to the impairment requirements.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...) Financial instruments (Continued...) The SPPI test: (Continued...) The Trust applies an expected credit loss
(“ECL”) model, where credit losses that are expected to transpire in future years irrespective of whether a loss event
has occurred or not as at the statement of financial
position date, are provided for. The Trust assesses and segments its loan
portfolio into performing (Stage 1),
under-performing (Stage 2) and non-performing (Stage 3) categories as at each statement of financial position date. Loans are categorized as under-performing
if there has been a significant
increase in credit risk. The Trust utilizes internal risk rating changes,
delinquency and other identifiable risk factors to determine when there has been a significant increase
or decrease in the credit
risk of a loan. Indicators of
a significant increase in credit risk include a recent degradation in internal partnership risk rating based on the
Trust’s custom behaviour credit scoring model, non-sufficient fund (“NSF”) transactions, delinquency and
adjustments to the loan’s terms. Under-performing
loans are recategorized to performing only if there
is deemed to be a substantial decrease
in credit risk. Loans are categorized as non-performing if there is objective evidence
that such loans will
likely charge-off in the future which the Trust has determined to
be when loans are delinquent for greater than 30 days. For performing loans, the Trust
is required to record an allowance for loan losses equal to the expected
losses on that group of loans
over the ensuing twelve months. For
under-performing and non-performing loans,
the Trust is required to record an allowance for loan losses equal to the expected
losses on those groups of loans over their remaining
life. The Trust does not provide any additional credit
to borrowers who are delinquent. In order for additional credit
to be advanced to a borrower, they must be current on their pre-existing loan and meet the Trust’s
credit and underwriting requirements. In limited
situations, the Trust may amend the terms of a loan for customers
that are current or are in arrears as a means to ensure the customer remains
able to repay the loan. The key inputs in the measurement of ECL allowances
are as follows: •
The probability of default is an estimate of the likelihood of default over a given time horizon; •
The exposure at default is an estimate of the exposure at a future default
date; •
The loss given default is an estimate of the loss arising
in the case where a default occurs at a given time; and •
Forward-looking indicators (“FLIs”). Ultimately, the ECL is calculated based on the
probability weighted expected cash collected shortfall against the carrying value of the loan and considers reasonable
and supportable information about past events,
current conditions and forecasts of future events and economic conditions that
may impact the credit profile of the
loans. Forward-looking information is
considered when determining significant increase in credit risk and measuring expected
credit losses. Forward-looking
macroeconomic factors are incorporated
in the risk parameters as relevant. From an analysis of historical data,
General Partner has identified and
reflected in the Trust’s ECL allowance those relevant FLIs variables that
contribute to credit risk and losses
within the Partnership’s loan portfolio. Within
the Trust’s loan portfolio, the most highly
correlated variable is real estate prices.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Financial instruments (Continued...) The SPPI test: (Continued...) With respect to consolidated financial
statements items classified as loans and receivable, the Trust considers both historical analysis and forward looking information in determining expected credit losses. As at the year end date, all loans and
receivables are due to be settled within the short term. The Trust considers
the probability of default and the capacity of counterparties to meet their contractual obligation in the near term.
Financial liabilities
Financial liabilities are classified as
measured at amortized cost or fair value through profit or loss ("FVTPL"). A financial liability is classified as at
FVTPL if it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any interest expense,
are recognized in profit or loss. Other
financial liabilities are subsequently measured
at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss
on derecognition is also
recognized in profit
or loss.
The Trust classified accounts payable and
accrued liabilities, prepaid interest and other holdbacks, subscriptions in advances, distribution payable and redemptions payable as measured at amortized
cost.
Derecognition
of financial instruments
A financial asset is derecognized when the rights to receive cash flows from the asset
have expired or the Company has transferred substantially
all of the risk and rewards of the asset. The
Trust assesses each reporting date whether there
is any objective evidence that a financial
asset is impaired, the impairment provision is based upon the expected
loss.
The Trust derecognizes a
financial liability when its contractual obligations are discharged or
cancelled or expire.
Cash
Cash consists of cash on deposit.
Amounts are carried at fair value.
Offsetting of financial
instruments
Financial assets and financial liabilities are
offset and the net amount reported in the statement of financial position
if there is currently enforceable legal right to offset the recognized amounts
and there is an
intention to settle on a net basis, or to realize the asset and settle the
liability simultaneously. Quantitative information on the impact on the Trust's statement of financial position
if all amounts were set off is required.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2. SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Revenue recognition
Revenue is recognized to the extent that it is
probable that the economic benefits will flow to the Trust and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received,
excluding discounts, rebates
and other sales tax or duty.
Mortgage loan interest and interest rate
reduction fees are recognized in the period in which they are earned.
Lender's fees are earned at
the inception of the mortgage loan. Such fees are accounted for on the accrual basis.
Discharge fees are earned when the mortgagees
repay the mortgage before the due date. Such fees are recorded on the
discharge date.
Redemption charges are earned when unitholders redeem their units prior to the minimum holding period as specified in the Trust Offering Memorandum. Such fees are accounted for on the date of redemption.
Provisions
The Trust recognizes a provision, if as a
result of a prior event, the Trust has a current obligation requiring the outflow of resources to settle. Provisions are recorded at the Trust Manager's best estimates of the most probable outcome
of any future settlement.
Valuation of redeemable units
The units of the Trust may be surrendered for
redemption at any time but will be redeemed only on a Valuation Date and at no other time. Distributions to Unitholders may be paid by cheque
or by issuance of additional Units. The Trust’s units are therefore classified as financial liabilities. The Trust’s units do not
meet the criteria in IAS 32 for classification as equity. The net asset value per unit is determined
as of the close of business,
monthly. The determination is made by
dividing the net assets attributable to holders
of redeemable units (“Net Asset Value”) of the Trust at that date by the total
number of units outstanding.
Comprehensive
income attributable to holders of redeemable units per unit
Comprehensive
income attributable to holders of redeemable units per unit as disclosed
in the statement of comprehensive income is calculated by dividing the comprehensive income
attributable to holders
of redeemable units
by the average number of units outstanding during the year.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
2.
SIGNIFICANT ACCOUNTING POLICIES (Continued...)
Critical judgements and estimates
The preparation of
consolidated financial statements in conformity with International Financial
Reporting Standards,
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. The following
discusses the most significant accounting judgments and estimates
that the Fund has made in preparing the consolidated financial
statements:
Allowance for credit losses
The determination of the allowance for credit losses on mortgage
loans receivable is the most significant estimate. The key inputs
in the measurement of ECL allowances, all of which are subject
to accounting judgments, estimates and assumptions are discussed in note 10.
Assessment as investment entity
The Trust Manager has concluded that the Trust
meets the characteristics and the definition of an investment entity, in that it has more than one investment and is managed
in accordance with the Trust's
investment guidelines; the investments are predominantly in the form of
mortgage loans. These conclusions will be reassessed on an annual
basis, if any of these
criteria or characteristics change.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
3.
MORTGAGE LOANS RECEIVABLE
2022 2021
Mortgage loans receivable $ 57,747,945 $ 38,818,690 Provision for uncollectable amounts
753,000 -
$ 56,994,945 $ 38,818,690
Summary of mortgages
by types is as
follows:
As at December 31, 2022
Gross principal Allowance for expected
credit losses Net principal
Stage 1 Stage 2 Stage 3 Residential
L
As at December 31, 2021
Gross principal Allowance for expected
credit losses Net principal
Stage 1 Stage 2 Stage 3 Residential 1st mortgage $ 5,415,750 $ - $ - $ - $ 5,415,750 2nd mortgage 16,690,940 - - - 16,690,940
Commercial
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
4.
TRUST UNITHOLDERS ENTITLEMENTS
The Trust unitholders' entitlements with respect to the net assets attributable to the holders of redeemable units and distribution of income are generally as follows:
a)
Ownership of assets The pro rata share of the net assets
attributable to holders of redeemable units of the Trust in the proportion that each Trust unitholders' capital
bears to the aggregate Trust's
capital.
b)
Allocation of net income or loss Net income of the Trust will be allocated on
an annual basis, in arrears, 99.999% to the Trust unitholders and 0.001% to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum. The Trust
Unitholders' share of the income and loss of the Trust is allocated to Trust unitholders in the
proportion to their ownership of redeemable units at the commencement of the period.
c)
Distributions of income On each distribution date, on or about the 10th day of each calendar month, distributable cash will be distributed
first, as to 99.999% to the Trust unitholders in proportion to the number of
units held by each Trust unitholder on the distribution record date immediately preceding date of such distribution; and second, as to 0.001%
to the General Partner of Ready Capital
Mortgage Limited Partnership to a maximum
of $100 per annum.
d)
Redemptions Trust unitholders may redeem the units by tendering to the Trust the redemption notice specifying the Trust unitholders wishes to have the units
redeemed by the Trust. Early redemption penalties may apply if the redemption notice is not delivered in the manner as
required in the Trust Offering Memorandum
Upon redemption, the Trust unitholders will
receive proceeds of redemption equal to aggregate fair value of the units, together with an amount equal to all
interest dividends declared thereon and remaining unpaid.
The Trustees have the right to require
a Trust unitholder to redeem some or all of the units owned by such Trust unitholder on a redemption
date designated by the Trustees at the fair value per unit thereof on such date, less all applicable
deductions and fees, by notice in writing to the Trust unitholder before
the date of redemption, which right may be exercised
by the Trustees in its absolute discretion.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
5.
FEES AND EXPENSES
a)
Mortgage administration fees
The Trust pays to the Mortgage Administrator a fee of $1,350 per month.
b)
Mortgage management fees
The Trust pays the Mortgage Manager by payment
of a monthly fee equal to 1/12th (one twelfth) of 2.00% (plus H.S.T) of the amount of the mortgage
receivables of the Trust as of the last business
day of each calendar month (the “Mortgage Management Fees”). The fees
may be subject to waiver or adjustment in accordance with the terms of the Mortgage Management Agreement, including in order to meet the target distribution yield of the Trust of approximately 8.0% per annum,
net of fees.
c)
Performance fees
The Mortgage Manager
is also entitled to a performance fee paid by the Trust to the Mortgage Manager
payable in respect of a calendar year
in which the net return of the Partnership exceeds 8.0% for such year and is equal to 20% of the aggregate net return of the Partnership for such year which exceeds
the 8.0% “hurdle” rate of return.
d)
Mortgage Originator
fees
The Mortgage Originator
is entitled to all lender, broker, origination, commitment, renewal, extension, discharge participation, NSF and
administration fees (“Lender/Broker Fees”) generated on Mortgage Investments it arranges and presents to
the Trust. Generally, such fees are
in the range of 2–6% of the loan amount
although in certain
circumstances the amount
can be higher.
e)
Commission
The Trust will from time to time retain and engage registered agents, securities dealers
and brokers and other
eligible persons to sell the Units. Any commissions, finder's fees or referral fees or other compensation payable (including expense reimbursements) by the Trust Manager
in connection with the distribution and sale of the Units will
be payable by the Trust. The Trust may pay a commission in connection with the Unit Offering of up to
one percent (1%) of the value of the securities purchased in the Unit
Offering.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
5.
FEES AND EXPENSES
(Continued...)
f)
Operating fees
The Trust is responsible for the payment of all routine and customary fees and expenses
incurred relating to the administration and operation of the Trust including, but not limited
to: Trustee fees and expenses; management fees; custodian, and safekeeping fees and expenses;
registrar and transfer agency fees and expenses;
audit, legal and record-keeping fees and expenses; communication expenses;
printing and mailing expenses;
all costs and expenses associated with the qualification for sale and distribution of the Units
including securities filing fees (if any); investor servicing costs;
costs of providing information to Unitholders
(including proxy solicitation material, financial and other reports) and
convening and conducting meetings
of Unitholders; taxes, assessments or other governmental charges of all kinds levied against the Trust; interest expenses;
and all brokerage commissions and other fees associated with the purchase and sale of portfolio securities
and other assets of the Trust. In addition, the Trust will be responsible for the payment of all expenses
associated with ongoing investor relations and education relating to the Trust. The Trust Manager will also be reimbursed
for any expenses of any action, suit or other
proceeding in which or in relation to which the Trust Manager or the Trustee
and/or any of their respective officers, directors, employees, consultants or agents (as applicable) is entitled to indemnity by the Trust.
6.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
2022 2021
Accounts payable $ 617,458 $ 216,224 Accrued liabilities 50,000 123,107 $ 667,458 $ 339,331
7.
UNITS ISSUED AND OUTSTANDING
The authorized capital of the Trust consists
of an unlimited number of trust units, issuable in series designated in one or more classes of
units. Each issued and outstanding
unit represents an undivided interest in the net assets of the Trust.
The unit transactions for the year ended December 31, 2022 are as follows:
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
8.
RELATED
PARTY TRANSACTIONS $540,000 of mortgage loans
issued to one of the trustees was discharged during the year with a remaining mortgage loan balance of $Nil (2021 - $220,000). For the year ended December
31, 2022, interest income of $30,047
(2021 - $52,838) was earned from such mortgage
loans receivable. Included in interest receivable is the amount of $Nil (2021 - $3,000) due from Moneybroker Canada Inc., an entity subject
to common control
of the Trust. Included in accounts payable and accrued
liabilities is the amount of $147,284 (2021 - $99,206) due to Moneybroker Canada Inc., an entity
subject to common control of the Trust. During the year, the Trust incurred
Mortgage Origination fee of
$86,207 (2021 - $99,206). During the year ended December 31, 2022, fees paid to the Trust Manager were as follows:
consideration prescribed by the offering
documents of the Trust. When related
parties enter unitholder transactions with the Trust,
the consideration is the transactional NAV available to all other unitholders on the
trade date.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
9.
MINORITY INTEREST The minority
interest represents the interest of the Trust owned by the General
Partner of Ready Capital Mortgage Limited
Partnership. During the year ended December 31, 2022, the Trust allocated
$48 (2021 - $36) of income to the minority
interest owner and as of December 31, 2022 it has capital
of $211 (2022 - $163) of the Trust.
10.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Fair value IFRS 7 requires that the Trust disclose
information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statement of financial
position date based on relevant market information and information about the financial instrument. Financial assets and liabilities recorded at
fair value in the Trust's statement of financial position are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical
levels, defined by IFRS 7 and directly
related to the amount of subjectivity associated with inputs to fair valuation of these financial assets and liabilities, are as follows: •
Quoted prices (unadjusted) in active markets
for identical assets or liabilities (Level 1); •
Inputs other than quoted
prices included in Level 1 that are observable for the asset
or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level
2); and •
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). The Trust Manager has determined that cash
amounting to $4,447,287 (2021 - $4,370,580) is the only asset classified as level 1 financial assets at fair value through profit or loss. The Trust's financial
instruments consist of mortgage loans receivable, cash, interest receivable, distribution payable, accounts payable and accrued liabilities,
redemptions payable, subscriptions in advance,
and prepaid interest and other holdbacks. It is the Trust's opinion that due to
the short term nature of these
financial instruments, the Trust is not exposed to significant market price,
currency, interest rate, liquidity,
cash flow, credit, and portfolio concentration risks arising from these
financial instruments except as
described below. The fair value of
these financial instruments approximate their
carrying values, unless otherwise noted. i)
Currency risk The Trust may hold assets
and liabilities that are denominated in currencies other than the Canadian dollar - its functional currency. Consequently, the Trust
is exposed to risks that the exchange
rate of its currency relative to other currencies may change in a
manner that has an adverse effect on the value of the portion of the Trust's assets or
liabilities denominated in currencies other than Canadian dollars, absent any changes in market price or investment specific events. The Trust has no material exposure
to currency risk as at December 31, 2022.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
10. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...)
Fair value (Continued...)
ii)
Interest rate risk
The Trust may invest in fixed and floating rate securities. The income of the Trust may be affected by changes to interest rates relevant to
particular financial instruments or as a result of the Trust Manager
being unable to secure
similar returns on the expiry
of contracts or sale of securities. The value
of fixed interest financial instruments may be affected by interest rate
movements or the expectation of such movement
in the future. As at December 31, 2022, 93% (2021 - 94%) of the net assets are held in mortgage loans receivable and
7.3% (2021 - 10.5%) of net assets owned are held in cash. The remaining
portion of the Trust's net assets are substantially non-interest bearing financial instruments.
iii) Liquidity risk
Liquidity risk is the possibility that
investments of the Trust cannot be readily converted into cash when required. The Trust may be subject
to liquidity constraints because of insufficient volume in the markets for the securities of the
Trust or the securities may be subject to legal or contractual restrictions on their resale. In addition,
the Trust is exposed to monthly cash redemptions of redeemable units. The units of the Trust are redeemed on demand
at the current net assets per unit at the option of the unitholder. The Trust manages
liquidity risk by continuously monitoring actual and projected cash flows to ensure that it will
always have sufficient liquidity
to meet its liabilities when due, under normal and stressed conditions, without
incurring unacceptable losses or risking damage
to the Trust's reputation. The Trust aims to retain sufficient cash and cash
equivalent positions to maintain
liquidity; therefore, the liquidity risk for the Trust is considered minimal.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
10. FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued...) Fair value (Continued...) iii)
Liquidity risk (Continued...) As at December 31, 2022
iv)
Cash flow risk Cash flow risk is the risk that future cash flows associated with a monetary
financial instrument will
fluctuate in amount. In the case of a floating rate debt instrument, such fluctuations will result from a
change in the effective interest rate of the financial instrument, usually
without a corresponding change in its fair value.
v)
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge
an obligation and cause the other party to incur a financial
loss.
Financial assets which potentially expose the
Trust to credit risk consist principally of mortgage loans receivable. The Trust seeks to mitigate its exposure to credit risk by performing credit reviews on borrowers
on a regular basis and maintaining specific
loan to value metrics on secured properties.
As at December 31, 2022, the
Trust had $56,994,945 (2021- $38,818,690) representing 93% (2021 - 94%) of the Trust's net assets invested in mortgage loans receivable. The Trust
Manager has applied
the expected credit
loss model to assess the expected credit
losses in accordance with IFRS and has concluded that the mortgage
loans receivable in the principal amount of $53,293,945 (2021 - $37,058,690) are classified
as performing (stage 1) with no interest delinquency issues and principal and interest are due within 12 months. Five
mortgage loans receivable with a principal amount of $4,454,000 (2021 -
$1,760,000) are classified as non-performing (stage 3). The properties
associated with the mortgage loans receivable have been placed
in power of sale during
the year or subsequent to year
end or are in renegotiation. As a result of such events, a provision of
$753,000 as an expected credit losses has
been made for all mortgage loans receivable.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
10.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)
Fair value (Continued...)
v)
Credit risk (Continued...)
The following table shows the summary of mortgage
loans receivable by stages:
Stage 1 Stage 2 Stage 3 Total Residential
Commercial
vi)
Concentration risk
Concentration risk arises as a result of the
concentration of exposures within the same category, whether it is
product type, industry
sector or counterparty type. As at December 31, 2022, $56,994,945 (2021 - $38,818,690) representing
93% (2021 - 94%) of the Trust's net assets were invested in mortgage
loans receivable.
vii)
Market price risk
Market price risk is the risk that the fair
value or future cash flows of a financial instrument will fluctuate because of changes in market
prices (other than those arising from interest rate risk or currency risk), whether those changes are
caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the market.
The Trust is not currently
exposed to market price risk as at December 31, 2022.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2022
11.
CAPITAL MANAGEMENT
The Trust Manager considers the Trust’s
capital to consist of the issued units and the net assets attributable to participating unitholders.
The Trust Manager manages
the capital of the Trust in accordance with the Trust’s investment objectives, policies and restrictions, as outlined in the
Trust’s offering documents, while maintaining sufficient liquidity to meet participating withholder
redemptions.
The Trust does not have any externally imposed capital requirements.
12.
COMMITMENTS
a)
The Trust is committed to pay the Mortgage Administrator a fee of $1,350 per month.
b)
The Trust is committed to pay the Mortgage
Manager a monthly fee equal to 1/12th of 2.0% (plus HST) of the amount of the mortgage loans
receivable. The mortgage
management fee may be subject
to waiver or adjustment in accordance with the terms of the mortgage management agreement.
The Trust
has also committed to pay a performance fee equal to 20% of the aggregate net
returns of the Trust in excess
of 8% for the calendar year.
c)
The Trust may pay a commission to securities dealers
in connection with the unit subscriptions of up to 1% of the value of the securities purchased
in the unit offering.
d)
The Trust may pay mortgage origination fees to
the mortgage originator up to 6% of the funded
mortgage.
13.
MATERIAL UNCERTAINTY
Certain impacts from
volatility of prime interest rate may have a significant negative impact on the
Trust’s operations and performance. These circumstances may continue for an extended
period of time, and may have
an adverse impact on economic and market conditions. The ultimate economic
fallout from the volatility of prime
interest rate, and the long-term impact on economies, markets, industries and individual companies, are not known. The
extent of the impact to the financial performance and the operations of the Trust will depend on
future developments, which are highly uncertain and cannot be predicted.
Date: March 31, 2023 AMENDED AND RESTATED
OFFERING MEMORANDUM
The Issuer
Name: Ready Capital Mortgage Investment Trust (the “Trust”) Head office: Address: 4491
Highway 7 East, Markham, Ontario L3R 1M1 Phone: 905-305-8488 Fax: 905-305-8982 E-mail: info@readycapital.ca Website: https://readycapital.ca/ Currently listed or
quoted? No. These securities do not trade on any exchange or market. Reporting Issuer? No. The Offering Securities offered: Units of the
Trust Price per security: Net asset value per Unit. The Trust expects the net asset value per Unit to be per $100.00.
Minimum/Maximum Unit Offering:
Minimum subscription amount: There is no minimum or maximum offering. You may be the only purchaser. Funds available under the offering may
not be sufficient to accomplish our proposed objectives. There is a
minimum subscription of 50 Units ($5,000). Additional investments must be in the amount of not less than
$5,000 in Ontario and $25,000 in all other provinces.
Payment terms: The subscription price for Units being purchased
is payable in full by the applicable Closing Date. See Item 5.2 “Subscription Procedure”. Proposed Closing Dates: Subscriptions will be received
subject to acceptance or rejection in whole or in part. The right is reserved to close the
subscription books at any time without notice, and thus, there is no single fixed closing date for the Unit Offering. Income tax consequences:
There are important tax consequences to these securities. See Item 8 “Income Tax Consequences and Registered
Plan Eligibility”.
Insufficient
Funds Not applicable.
Compensation Paid to
Sellers and Finders A person
has received or will receive
compensation for the sale of securities under this offering.
See Item 9 “Compensation Paid to Sellers”.
Underwriter Belco
Private Capital Inc. (“Belco”) has
been retained by the Trust Manager in respect of the Unit Offering pursuant
to an agreement made between
Belco, the Trust and the Trust Manager
(the “Distribution Agreement”).
Belco is considered a “connected issuer” and/or “related issuer” of the Trust,
as such terms are defined in National
Instrument 33-105 – Underwriting
Conflicts. The dealing representatives of Belco who are acting on behalf of Belco in connection with the Unit Offering, are employees of an
affiliate of the Trust Manager. The dealing representatives only offer the Units of the Trust in their roles as dealing representatives for
the Trust.
The Trust Manager
may also engage
other dealers to distribute the Units.
Resale Restrictions The Trust is not a reporting issuer or equivalent and has no present intention
of becoming a reporting issuer in any province of Canada. The Subscriber will be restricted from selling the Units
for an indefinite period. See Item 12 “Resale Restrictions”.
Working Capital
Deficiency Not applicable.
Payments to Related Party Not applicable.
Certain Related Party Transactions Not applicable.
Certain Dividends or Distributions The Trust has
not pay dividends or distributions that exceeded cash flow from operations.
Conditions on Repurchases You will have a right to
require the issuer to repurchase the securities from you, but this right is
qualified by the provisions the
Declaration of Trust (as defined herein) relating to such repurchase, including, among other things, a specified notice period
and early redemption charges. As a result, you might not receive the amount
of proceeds that you want.
See Item 5.1 “Terms of Securities”.
Purchaser's Rights The Subscriber has two (2) business days to cancel the agreement
to purchase Units. If there is a misrepresentation
in this Unit Offering Memorandum, the Subscriber has the right to sue either
for damages or to cancel the agreement. See Item 13 “Purchasers’ Rights”.
No securities regulatory authority or regulator has assessed the merits
of these securities or reviewed this Unit
Offering Memorandum. Any representation to the contrary is an offence. This is
a risky investment. See Item
10 “Risk Factors”.
TABLE OF CONTENTS
THE PARTNERSHIP AND MORTGAGE
ADMINISTRATION, MANAGEMENT AND ORIGINATION . 22 Mortgage Administration Agreement............................................................................................................................................................ 22
3.
COMPENSATION
AND SECURITY HOLDING
OF CERTAIN PARTIES......................................................... 40 3.1
Compensation
and Securities Held....................................................................................................................... 40 3.2
Management Experience...................................................................................................................................... 41 3.2.1 Other Persons.............................................................................................................................................. 41 3.3 Penalties,
Sanctions, Bankruptcy,
Insolvency and Criminal or
Quasi-Criminal Matters..................................... 42 4.
CAPITAL STRUCTURE............................................................................................................................................... 43 4.1
Securities Except for Debt Securities................................................................................................................... 43 4.2
Long Term Debt.................................................................................................................................................... 44 4.3
Prior Sales............................................................................................................................................................. 44 5.
SECURITIES
OFFERED.............................................................................................................................................. 44 5.1
Terms of Securities............................................................................................................................................... 44 DESCRIPTION
OF TRUST UNITS............................................................................................................................................ 45 Rights and Characteristics of the Units......................................................................................................................................... 45 Transfer of Units........................................................................................................................................................................... 45 Limitation
on Non-Resident Ownership....................................................................................................................................... 45 Unitholder Redemption Rights and Early Redemption Charge.................................................................................................... 46 Redemption
Notice Requirements, Early Redemption Charge and Cash Distributions............................................................... 46 Trustees’ Redemption Rights....................................................................................................................................................... 47 Distribution Policy........................................................................................................................................................................ 47 Suspension of Redemption........................................................................................................................................................... 48 Reinvestment Right...................................................................................................................................................................... 48 Register......................................................................................................................................................................................... 49 Unit Certificates............................................................................................................................................................................ 49 Information
and Reports............................................................................................................................................................... 49 5.2 Subscription
Procedure......................................................................................................................................... 49 6.
REPURCHASE REQUESTS......................................................................................................................................... 50 7.
CERTAIN DIVIDENDS
OR DISTRIBUTIONS......................................................................................................... 51 8.
INCOME TAX CONSEQUENCES AND REGISTERED PLAN ELIGIBILITY................................................... 51 8.1
General Statement................................................................................................................................................. 51 8.2
Description of Income Tax Consequences........................................................................................................... 51 General.......................................................................................................................................................................................... 51 Mutual Fund Trust
Status............................................................................................................................................................. 52 SIFT Rules.................................................................................................................................................................................... 52 Taxation of the Trust.................................................................................................................................................................... 52 Taxation of the Partnership........................................................................................................................................................... 53 Taxation of Unitholders................................................................................................................................................................ 53 FATCA......................................................................................................................................................................................... 54 8.3 RRSP Advice........................................................................................................................................................ 55 Eligibility for Investment.............................................................................................................................................................. 55 9.
COMPENSATION
PAID TO SELLERS AND FINDER........................................................................................... 56 Commission.................................................................................................................................................................................. 56 10. RISK FACTORS............................................................................................................................................................. 56 11. REPORTING OBLIGATIONS..................................................................................................................................... 65 11.1
Continuous
Disclosure.......................................................................................................................................... 65 11.2 Access to Corporate and Securities Information about the Trust......................................................................... 66 12. RESALE
RESTRICTIONS........................................................................................................................................... 66 12.1
Restricted Period................................................................................................................................................... 66 12.2
Manitoba Resale Restrictions............................................................................................................................... 66 13. PURCHASERS’ RIGHTS.............................................................................................................................................. 67 13.1
Statements Regarding Purchaser’s Rights............................................................................................................ 67 13.2
Cautionary Statement Regarding Report,
Statements or Opinion by Expert........................................................ 83 14. FINANCIAL
STATEMENTS........................................................................................................................................ 83 15. DATE AND CERTIFICATE......................................................................................................................................... 84
The securities described in
this Offering Memorandum (“Offering
Memorandum”) are offered for sale only
in those jurisdictions and to those persons where and to whom they may be
lawfully offered for sale. This
Offering Memorandum is not, and under no circumstances is it to be construed
as, a public offering or advertisement of these securities. No securities regulatory authority
or regulator has reviewed this Offering
Memorandum. Any representation to the contrary is an offence. This is a risky
investment – see Item 10 “Risk
Factors”. The securities offered hereunder will be
subject to resale restrictions imposed under the securities laws of the Province of Ontario. Each subscriber has two (2) business days to cancel
its agreement to purchase these securities. If there is a
misrepresentation in this Offering Memorandum,
each subscriber has the right to sue either for damages or to cancel its
subscription. See Item 13 – “Purchasers' Rights”. Each subscriber will be
restricted from selling its securities for four (4) months and a day after the date Ready Capital
Mortgage Investment Trust becomes a reporting issuer in any province or territory
in Canada. See the Item 12 “Resale
Restrictions”.
Unit Offering Ready Capital
Mortgage Investment Trust (“Trust”)
The Trust
is offering, on a private placement basis, Units of the Trust (“Unit Offering”) at the price of the Net
Asset Value per Unit as determined from time to time that being approximately
$100 per Unit (“Unit Subscription Price”).There is no
minimum or maximum offering. There is a minimum subscription of 50 Units ($5,000). Additional investments must be in the amount of not less than $5,000
in Ontario and $25,000 in all other provinces. The
Trust may in its discretion waive these minimum amounts for a particular investor. Each Unit represents
an undivided beneficial interest in the assets of the Trust, which will principally be comprised of indirect
interests in mortgage loans. Subscriptions
will be subject to acceptance or
rejection in whole or in part, and subject to the satisfaction of the
conditions set forth under Item 5.2 “Subscription Procedure”.
The right is reserved to close the subscription books of the Trust at any time without notice, and thus, there
is no single fixed closing date for the Unit Offering. The Unit Offering has no
minimum. The Units do not trade on any
exchange or market. There are important tax
consequences to the Units which are described further in Item 8 – “Income Tax Consequences and RRSP Eligibility”.
Subscribers
may subscribe for Units by (i) delivering an executed subscription agreement,
in the form approved by the Trust
from time to time, and (ii) payment to the Trust of the Unit Subscription Price
for the Units by way of a certified
cheque, bank draft, wire transfer
or irrevocable direction
to a financial institution to deliver to the Trust full payment for the Units.
The Trust
will from time to time retain and engage registered agents, securities dealers
and brokers and other eligible
persons to sell the Units. The Trust may pay a commission in connection with
the Unit Offering of up to one percent (1%) of the value of
the securities purchased in the Unit Offering.
The Trust
was settled as an unincorporated open-ended investment trust under the laws of
the Province of Ontario pursuant to a
Declaration of Trust dated January 24, 2019 as amended on April 1st,
2020 and December 23, 2021. The Trust
is the sole limited partner in Ready Capital Mortgage Limited Partnership (the “Partnership”).
The net proceeds of the Unit Offering will be used by the Trust to subscribe
for Partnership Units in the
Partnership, thus providing the Partnership with capital to acquire and hold
whole, partial, direct or indirect
interests in Mortgage Investments, primarily direct and indirect investments in mortgage
loans throughout Canada.
The objectives
of the Partnership are to provide the limited partners (and ultimately the
Unitholders) with stable and secure cash distributions from the Partnership’s
direct and indirect investments
in mortgage loans to borrowers that are underserviced by other financial
service providers and to obtain superior yields and maximize distributions through the efficient management of
the Partnership's investments. The Trust is
a non-bank provider of mortgage loans and will make monthly cash
distributions to Unitholders from monies
received from the Partnership and in the ordinary course distribute all of the
Distributable Cash of the Trust calculated
as described under Item 5.1
“Terms of Securities” - “Distribution Policy”.
The
principal place of business of the Trust is located at 4491 Highway 7 East Markham, Ontario L3R 1M1. The contact information of the Trust is as follows:
telephone number: 905-305-1539, fax number: 905-305-8982
and e-mail: info@readycapital.ca. The
Trust is not a reporting issuer in any province or territory of Canada.
Rite
Alliance Management Inc. (“Rite Alliance”)
is the Trust Manager of the Trust, pursuant to a Trust Management Agreement dated as of the 23rd day of
December, 2021, between the Trust and the Trust Manager. Pursuant to a Mortgage Administration Agreement dated
as of the 23rd day of December, 2021 between the Partnership mortgage administration services
are being provided
to the Partnership. Moneybroker
Canada Inc. (“Moneybroker”) is the
Mortgage Originator of the Partnership, pursuant to a Mortgage Origination Agreement dated as of the 23rd
day of December, 2021, between the Partnership and the Mortgage
Originator.
Rite Alliance is entitled to appoint the trustees of the Trust (the
“Trustees”) and currently at least
one of the Trustees and the officer
and director of the General Partner is a director, officer and employee of the Trust Manager.
This
Offering Memorandum does not constitute, and may not be used for or in
conjunction with, an offer or solicitation
by anyone in any jurisdiction or in any circumstances in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful
to make such an offer or solicitation. You are directed
to inform yourself of and observe such restrictions and all legal
requirements of your jurisdiction of residence in respect of the
acquisition, holding and disposition of the Units offered hereby.
Subscribers should thoroughly review this Offering Memorandum and are
advised to consult with their professional advisors to assess the business,
legal, income tax and other aspects of this investment.
The Units
will be issued only on the basis of information contained in this Offering
Memorandum and provided by the Trust
Manager in writing, and no other information or representation is authorized or
may be relied upon as having been
authorized by the Trust Manager or the Trust. Any subscription for the Units made by any person on the basis of statements or representations not contained in this Offering
Memorandum or so provided, or inconsistent with the information
contained herein or therein, shall be solely
at the risk of such person. Neither the
delivery of this Offering Memorandum at any time nor any sale to subscribers of any of the Units shall, under any
circumstances, constitute a representation or create any implication that there has been no change in the business
and affairs of the Trust since the date of the
sale to any subscriber of the securities offered hereby or that the
information contained herein is correct as of any time
subsequent to that date.
This Offering Memorandum is confidential. By their receipt hereof,
prospective subscribers agree that
they will not transmit, reproduce or make available to anyone, other than their
professional advisors, this Offering Memorandum or any information contained herein.
Forward-Looking Statements
This Offering Memorandum contains forward-looking statements. Often, but
not always, forward-looking statements
can be identified by the use of the words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend” and statements that an event or result “may”, “will”, “should”, “could”
or “might” occur or be achieved and other similar expressions. The forward-looking statements that are contained herein involve known and unknown
risks, uncertainties and other factors which may cause the Trust’s actual results, performance or developments to be
materially different from any future results, performance or developments expressed
or implied by the forward-looking statements.
While the
Trust and the Trust Manager anticipate that subsequent events and developments
may cause its views to change, the
Trust and the Trust Manager specifically disclaims any obligation to update
these forward-looking statements,
except as required by applicable law. These forward-looking statements should not be relied upon as representing the
Trust’s or the Trust Manager’s views as of any date subsequent to the date of this Offering Memorandum.
Although the Trust and Trust Manager have attempted to identify important factors that could cause actual
results, performance or developments to differ materially from those described in forward-looking
statements, there may be other factors that cause results, performance or developments not to be as anticipated,
estimated or intended. There can be no assurance that forward- looking statements will prove to be
accurate, as actual results, performance or developments could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors
identified above are not intended to represent a complete list of the factors that could affect the Trust.
Additional factors are noted under Item
10 “Risk Factors in this Offering Memorandum.
SUMMARY OF THE UNIT OFFERING
This is a summary
only and is qualified by the information provided elsewhere in this Offering
Memorandum. Capitalized terms provided herein and not otherwise defined
have respective meanings ascribed
hereto in the Definitions section
or elsewhere in this Offering Memorandum. Unless otherwise, indicated, all references to dollar
amounts or “$” in this Offering Memorandum are to Canadian dollars.
Security: Units of the Trust
Price: Net Asset Value per Unit as determined monthly
that being approximately $100.00 per Unit.
Subscription: Subscriptions will be received subject to acceptance or rejection
in whole or in part. The right is reserved to close the subscription books at any time
without notice, and thus, there is no single fixed closing date for the Unit Offering. Each subscriber has two (2)
business days to cancel its agreement to purchase Units. If there is a misrepresentation in this Offering
Memorandum, subscribers have the right to sue either for damages
or to cancel their subscription. Each subscriber will be restricted from selling their securities for four
(4) months and one (1) day after the date
the Trust becomes a reporting issuer in any province or territory in Canada. See Item 13 “Purchasers’ Rights” section
of this Offering Memorandum.
Minimum Subscription: There is a minimum subscription of 50 Units ($5,000). Residents of certain
provinces may be restricted in the amount they can invest when relying
on this Offering Memorandum. See Item 5.2 “Subscription Procedure” section and Item 13 “Purchasers’ Rights” sections in this Offering Memorandum. Additional
investments must be in the amount of not
less than $5,000 in Ontario and $25,000 in all other provinces. The Trust may in its discretion waive these
minimum amounts for a particular investor.
Payment Terms: Subscribers may subscribe for Units by (i) delivering an executed subscription
agreement, in the form approved by the Trustees from time to time, and (ii) payment to the Trust of
the Unit Subscription Price for the Units by way of a certified
cheque, bank draft, wire transfer
or irrevocable direction to a
financial institution to deliver to the Trust full payment for the Units.
Trust: The
Trust was settled as an unincorporated open-ended investment trust under the laws of the Province of Ontario
pursuant to the Declaration of Trust.
The Trust aims to provide its Unitholders with stable and secure returns while preserving its investable capital.
The Trust commenced operations on January
24, 2019. The term of the Trust is indefinite, subject to certain conditions. The Trust is not a reporting
issuer in any province or territory of Canada.
The Trust
is not a trust company and does not carry on business as a trust company, and therefore is not registered
under applicable legislation in any
jurisdiction. Furthermore, the Units are not “deposits” within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured.
Trustees: The Trustees
of the Trust are Christine
Xu (Chairman), Martin Reid and
Ronald Cuadra.
All of the Trustees are residents of the Province
of Ontario.
Partnership: The Partnership is a limited
partnership formed under the laws of the Province of
Ontario as of January 25, 2019. The Trust is the sole limited partner of the Partnership.
General Partner: Ready Capital
Mortgage Holdings Ltd. is the general partner
of the Partnership
(“General Partner”) and an Ontario
corporation. 2675985 Ontario Inc. is the sole
shareholder of the General Partner.
Objective: The
objective of the Partnership is to provide its Limited Partner and, ultimately, Unitholders with stable and secure returns from the Partnership’s Mortgage Investments in a
portfolio of private mortgages secured by real
property in Canada. The Partnership targets
mortgage loan investment opportunities in market segments under-serviced by large financial
service providers. The Trust intends to contribute the net proceeds
of the Unit Offering to the Partnership in exchange for Partnership
Units to allow the Partnership to acquire, and hold, whole, partial,
direct and/or indirect interests
in mortgage loans.
Trust Manager: The Trust Manager is Rite Alliance
and it is retained by the Trust to manage the day to day operations of the Trust. The Trust Manager is a non-arm’s length
party to the Trust and Trustees.
Mortgage Administrator: The Mortgage
Administrator is licensed
under the Mortgage Brokerages, Lenders, and Administrators Act, 2006 (Ontario).
Mortgage Manager: The Mortgage Manager
is Rite Alliance. The Mortgage
Manager is retained by
the Partnership to service the Mortgage Investment for the Partnership.
Mortgage Originator: The Mortgage Originator is Moneybroker Canada
Inc. The Mortgage Originator is licensed under the Mortgage Brokerages, Lenders, and Administrators Act, 2006 (Ontario),
operating under Mortgage Brokerage Licence
No. 13024. The Mortgage Originator is a non-arm’s length party to the Trust and Trustees. The Mortgage
Originator is affiliated with Rite Alliance Management Inc.
Capital Raising Fees: The Trust will from time to time retain and engage registered agents, securities
dealers and brokers and other eligible persons to sell the Units. Any commissions, finder's fees or referral
fees or other compensation payable
(including expense reimbursements) by the Trust in connection with the distribution and sale of the Units will be payable
by the Trust.
Distributions: The Trust intends to distribute, on a monthly basis, 100% of the Trustees’ estimate of
the amount of Distributable Cash as
set out in Item 5.1 “Terms of Securities” - “Distribution Policy” of this Offering
Memorandum. The Trust expects to have a distribution yield of approximately 8.0% per annum, net of fees,
paid monthly. The Trust reserves the
right to change the expected distribution yield without notice to Unitholders.
Income Tax: The income
tax summary contained herein addresses the principal Canadian Federal income tax considerations of an investment in Units (“Tax Commentary”). See Item 8 – “Income Tax Consequences and
RRSP Eligibility” section in this Offering Memorandum. Subscribers are cautioned that the Tax Commentary is a general summary
only and does not constitute tax
advice to any subscriber. The Tax Commentary
identifies certain tax risks and contains assumptions, limitations, qualifications
and caveats. Prospective subscribers should review these risks, assumptions, limitations and caveats with their
professional tax advisors and reach
their own conclusion as to the merits and likely tax consequences of an investment in Units.
Eligibility for Investment: Provided the Trust qualifies
as a Mutual Fund Trust for purposes
of the Income Tax Act (Canada) (the “ITA”), Units of the Trust will be qualified investments under the ITA for a
trust governed by a registered retirement
savings plan (“RRSP”), a tax-free
savings account (“TFSA”), a registered retirement income fund (“RRIF”) (each, an “Exempt Plan”) subject to limitations described herein.
Adverse tax consequences may apply to an Exempt Plan, or the annuitant or holder of an Exempt Plan, if the plan
acquires or holds property that is not
a qualified investment or is a prohibited investment. See Item 8 – “Income
Tax Consequences and RRSP Eligibility” and Item 10 “Risk Factors” – “Mutual Fund Trust” Status sections of this Offering Memorandum.
Item 10 “Risk Factors”: There are certain risk factors pertaining
to an investment in the Units as set out in Item 10 “Risk Factors” of this
Offering Memorandum. This is a
risky investment. For more information about your rights you should consult
a lawyer.
The following terms used in this Offering Memorandum have the meanings
set forth below. “Advisory
Committee” means a committee
of three (3) persons selected
by the Trust Manager; “Affected Holders” means a person holding
or beneficially owning Units in contravention of the restrictions on non-resident ownership as
set out in Item 5.1 “Terms of
Securities” - “Description of Trust Units”;
“Affiliate” shall have the meaning ascribed to such term in the Securities Act; “Associate” shall have the meaning ascribed to such term in the Securities
Act; “Borrowers” means the applicants
or the borrowers for arrangement, commitment, underwriting or renewal of funding;
“Business Day” means a day
other than a Saturday, Sunday, or any day on which Schedule I Banks located in Toronto, Ontario, Canada, are not open for business
during normal banking
hours;
“Chairman”, “President”, “Chief Executive Officer” and “Treasurer” means the Person
holding the respective office from time to time if
so appointed by the Trustees;
“Connected Issuer” shall have the meaning ascribed
to such term in National Instrument 33-105 – Underwriting Conflicts;
“Declaration of Trust” means the
Declaration of Trust dated January 24, 2019, as amended from time to time, that established Ready Capital
Mortgage Investment Trust for the principal purpose of providing Unitholders with an opportunity to participate in a portfolio
of mortgage loan investments through
investment in units of limited partnership interest in the capital
of the Partnership;
“Distributable Cash” means the net
income of the Trust determined in accordance with the ITA and the Declaration of Trust;
“Distribution Date” means on or about the 15th day of each calendar month;
“DRIP” means the Distribution Reinvestment Plan of the Trust; “DRIP Termination Notice” means formal written notice by a Unitholder to terminate participation in the DRIP,
which shall take effect beginning
with the next monthly income distribution date following thirty (30) days after delivery of such notice is received
by the Trustees; the Trustees may terminate the DRIP, at any time and without notice, if it determines in its sole
discretion that the DRIP is not in the best interest of the Trust;
“Exempt Plans” means registered retirement savings plans (“RRSPs), a registered retirement income fund (“RRIF”) or
tax-free savings accounts (“TFSA”);
“Extraordinary Resolution” means: (i)
a
resolution passed by the Limited Partners holding, in the aggregate, not less
than 100% of the Units held by all
Limited Partners, who, being entitled to do so, vote in person or by proxy at a
duly convened meeting of the Limited Partners,
or (ii)
subject to applicable
laws, regulations and regulatory policies, a written resolution, in one or more counterparts, by Limited Partners
holding, in the aggregate, not less than 100% of the Units held by all Limited
Partners entitled to vote at that time;
“Fair Market Value” in relation to a
Unit, means the fair market value of such Unit as determined by the Trustees from time to time, acting
reasonably, but in their sole discretion, based upon the price at which the Units were offered for sale in the most
recent offering of Units by the Trust less the net issue costs of such Unit, adjusted as determined by the
Trustees including, without limitation, an adjustment for profits and losses up to the date of determination;
provided however, that such fair market value shall not exceed the proportionate share of the of the
Trust represented by such Unit;
“FSRA” means the Financial Services Regulatory Authority;
“General Partner” means Ready Capital
Mortgage Holdings Ltd., a corporation incorporated under the laws of the Province of Ontario, and its
successors as General Partner under the Limited Partnership Agreement;
“GP Group” means the General Partner and
its’ officers, directors, employees, and affiliates, and any other person
contracted by the General Partner;
“IFRS” means the International Financing Reporting Standards;
“ITA” means the Income Tax Act (Canada), as amended from time to time;
“Limited Partner” in relation to the
Partnership, means Ready Capital Mortgage Investment Trust, in its capacity
as the sole limited partner of the Partnership unless the context indicates otherwise;
“Limited Partnership Agreement” means
the Limited Partnership Agreement dated as of December 23, 2021, between the General
Partner and the Limited Partner, as amended
from time to time;
“Moneybroker” means Moneybroker Canada Inc., a corporation incorporated under the laws of the Province of Ontario
licensed with FSRA as a mortgage
brokerage with licence number 13024;
“Mortgage” means a mortgage, hypothec,
deed of trust, charge or other security interest of or in Real Property
used to secure
obligations to repay
money by a charge upon the underlying Real Property, whether evidenced
by notes, debentures, bonds, assignments of purchase and sale agreements or
other evidence of indebtedness, whether
negotiable or non-negotiable;
“Mortgage Investments” means, at any time, the mortgage loans or interests
therein of the Partnership;
“Mortgage Administrator” a corporation
incorporated under the laws of the Province of Ontario and licensed
with FSRA as a mortgage
administrator under the Mortgage
Administration Agreement;
“Mortgage Administration Agreement”
means the Mortgage Administration Agreement dated December 23, 2021, as amended from time to time, entered
into between the Partnership and the Mortgage
Administrator, providing for, among other things, the retention of the
Mortgage Administrator by the Partnership;
“Mortgage Manager” means Rite Alliance
Management Inc., a corporation incorporated under the laws of the Province
of Ontario;
“Mortgage Management Agreement” means
the Mortgage Management Agreement dated December 23, 2021, as amended
from time to time, entered
into between the Partnership and the Rite Alliance Management Inc. providing for, among other things, the retention of the Mortgage
Manager by the Partnership;
“Mortgage Originator” means Moneybroker
Canada Inc., a corporation incorporated under the laws of the Province of Ontario licensed with FSRA as
a mortgage brokerage with licence number 13024, and its successors, as Mortgage Originator under the Mortgage
Origination Agreement;
“Mortgage Origination Agreement” means
the Mortgage Origination Agreement dated December 23, 2021, as amended from time to time, entered into between the
Partnership and the Mortgage Originator, provided
for, among other things, the retention of the Mortgage
Originator by the Partnership; “Mortgage
Portfolio” means all Mortgage Investments of the Partnership;
“Mortgaged Property” means the underlying Real Property that secure Mortgage
Investments;
“Net Asset Value” means at any particular time, in respect
of the Trust, the value of the Limited Partnership Units at such time determined in accordance with the Declaration of Trust.
“Net Capital Gains” means the net
capital gains of the Trust for any taxation year of the Trust determined as the amount, if any, by which the
aggregate of the capital gains of the Trust in the year exceeds (i) the aggregate of the capital losses of the
Trust in the year, (ii) any capital gains which are realized by the Trust as a result of a redemption of Units,
(iii) the amount determined by the Trustees in respect of any capital losses for prior taxation years, which is
permitted by the ITA to deduct in computing the taxable income of the Trust for the year, and (iv) any
amount in respect of which the Trust is entitled to a capital gains refund under the ITA, as determined by the
Trustees; provided that, at the discretion of the Trustees, the Net Capital Gains for the year may be
calculated without subtracting the full amount of the net capital losses for the year and/or without subtracting the
full amount of the net capital losses of the Trust carried forward from previous years;
“Nominee” means Ready Capital Mortgage
Holdings Ltd., a corporation incorporated under the laws of the Province of Ontario, and its successors
as designated under the Nominee Agreement to hold each Mortgage
“Nominee Agreement” means the Nominee
Agreement dated as of December 23, 2021, as amended from time to time, entered into between the Partnership and Ready
Capital Mortgage Holdings Ltd., providing for,
among other things, the retention of Ready Capital Mortgage Holdings Ltd. to
hold legal title to Mortgage Investments on behalf of the
Partnership;
“OSC” means the Ontario
Securities Commission;
“Partnership” means Ready Capital
Mortgage Limited Partnership, the limited partnership formed pursuant to the laws of the Province of Ontario by and among
the General Partner
and the Limited Partners;
“Partnership Capital” at any time, means all of the |