许群 Christine

 知识问答
Financial statements - OM - Fund Facts - Frequent questions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


A white background with black dots

Description automatically generated

 

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.

 

 

 

A close up of a logo

Description automatically generated


 

 

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.

 

A close up of a logo

Description automatically generated

 

Chartered Professional Accountants Licensed Public Accountants

 

 

Toronto, Ontario March 28, 2020


 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2019

 

 

 

ASSETS

 

Current

Mortgage loans receivable, notes 3 and 6

 

$ 10,834,200

Cash

875,386

Interest receivable

        209,819

 

$ 11,919,405

LIABILITIES

 

Current

Accounts payable and accrued liabilities, note 6

 

$       125,439

Unearned revenue and other holdbacks

172,800

Distributions payable

        106,358

Total liabilities before net assets attributable to holders of redeemable units

 

$       404,597

 

Net assets attributable to redeemable Trust Unitholders

Trust unitholders

 

 

$ 11,514,701

Non-controlling interest

              107

 

$ 11,514,808

 

Number of redeemable units outstanding, note 5 Trust unitholders

 

 

115,146

Non-controlling interest

-

Net assets attributable to holders of redeemable units per unit

Trust unitholders

 

$         100.00

Non-controlling interest

-

 

Approved on behalf of the Trustees:

 

                                                                                    , Trustee

 

                                                                                    , Trustee

 

                                                                                    , Trustee

 


 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD FROM JANUARY 24, 2019 TO DECEMBER 31, 2019

 

 

 

2019

(11 Months)

 

 

 

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

 

Net assets attributable to

 

Proceeds

 

 

 

 

Comprehensive

Net assets attributable to

holders of

redeemable

from

redeemable

 

 

Proceeds

Redemptions

of

income

attributable to

holders of

redeemable

units, beginning

units

 

from

redeemable

holders of

units, end of

of period

issued

Distributions

reinvestments

units

redeemable units

period

December 31, 2019 (11 Months)                                                                                                                                                                                                                                           

 

Trust unitholders

 

$               -

 

$ 11,875,300

 

$       (476,864)

 

$     199,093

 

$     (574,000)

 

$     491,172

 

$ 11,514,701

Non-controlling interest

               -

           100

                    -

                -

                 -

               7

              107

 

$               -

$ 11,875,400

$ (476,864)

$     199,093

$ (574,000)

$     491,179

$ 11,514,808

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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)


 

 

Cash flows from operating activities

Comprehensive income for the period

 

$     491,179

Changes in non-cash working capital balances

Increase in interest receivable

 

(209,819)

Increase in accounts payable and accrued liabilities

125,439

Increase in unearned revenue and other holdbacks

172,800

Increase in distributions payable

     106,358

Cash flows provided from operating activities

     685,957

Cash flows from investing activities

Issuance of mortgage loans

 

(12,612,200)

Principal repayment of mortgage loans

   1,778,000

Cash flow used in investing activities

(10,834,200)

 

Cash flows from financing activities

Issuance of redeemable units

 

 

11,875,300

Redemption of redeemable units

(574,000)

General Partner's contribution to the Partnership

100

Distributions in cash

    (277,771)

 

 11,023,629

Net increase in cash and cash equivalents

875,386

Cash and cash equivalents, beginning of period

               -

Cash and cash equivalents, end of period

$     875,386

Supplemental information:

 

Interest received

$     375,570

 

 

 

 

 

 

 

 

 

 

 

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


 

8.99%

12-month

November 1, 2020

Residential, 1st mortgage

$     234,000

9.99%

6-month

May 1, 2020

Residential, 2nd mortgage

150,000

*9.99%

12-month

November 1, 2020

Residential, 2nd mortgage

700,000

10.50%

12-month

January 1, 2021

Residential, 2nd mortgage

174,000

10.99%

12-month

November 1, 2020

Residential, 1st mortgage

620,000

11.99%

12-month

December 1, 2020

Commerical, 2nd mortgage

50,000

11.99%

12-month

January 1, 2021

Residential, 2nd mortgage

330,000

12.00%

12-month

March 1, 2020

Residential, 2nd mortgage

510,000

12.00%

12-month

April 1, 2020

Residential, 2nd mortgage

585,000

12.00%

12-month

June 1, 2020

Residential, 1st mortgage

60,000

12.00%

12-month

June 1, 2020

Residential, 2nd mortgage

120,000

12.00%

12-month

July 1, 2020

Residential, 1st mortgage

350,000

12.00%

12-month

August 1, 2020

Residential, 2nd mortgage

230,000

12.00%

12-month

August 1, 2020

Residential, 2nd mortgage

49,500

12.00%

12-month

August 1, 2020

Residential, 2nd mortgage

260,000

12.00%

12-month

August 1, 2020

Residential, 2nd mortgage

55,000

12.00%

12-month

August 1, 2020

Residential, 2nd mortgage

510,000

12.00%

12-month

September 1, 2020

Residential, 2nd mortgage

750,000

12.00%

12-month

September 1, 2020

Residential, 2nd mortgage

65,000

12.00%

12-month

September 1, 2020

Residential, 2nd mortgage

80,000

12.00%

6-month

May 1, 2020

Residential, 2nd mortgage

120,000

12.00%

12-month

November 1, 2020

Residential, 2nd mortgage

87,700

12.00%

6-month

May 1, 2020

Residential, 1st mortgage

724,000

12.00%

12-month

November 1, 2020

Residential, 2nd mortgage

120,000

12.00%

12-month

November 1, 2020

Residential, 2nd mortgage

600,000

12.50%

12-month

April 1, 2020

Residential, 2nd mortgage

800,000

12.50%

12-month

October 1, 2020

Residential, 2nd mortgage

2,500,000

 

$ 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:

 

 

2019

Trust management fees

$        117,654

Commissions

$          59,377

Expenses waived and/or absorbed by Manager

$          (29,689)

 

Included in accrued expenses are amounts payable to the Trust Manager as follows:

 

 

2019

Trust management fees payable

$          62,244


 

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...)

 

As at December 31, 2019

 

 

Financial assets

 

Floating Rate Financial Assets

 

Fixed Rate Financial Assets

 

Non-interest Bearing

 

 

Total

Mortgage loans receivable

$                -

$ 10,834,200

$                -

$ 10,834,200

Loans and receivables

-

-

209,819

209,819

Cash

      875,386

                 -

                 -

      875,386

 

$      875,386

$ 10,834,200

$      209,819

$ 11,919,405

Financial liabilities

 

 

 

 

Other financial liabilities

$                -

$                -

$      404,597

$      404,597

Net assets

 

 

 

$ 11,514,808

 

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...)

 

As at December 31, 2019

 

 

Financial assets

 

0 - 12

months

 

1 - 3

years

 

 

Total

Mortgage loans receivable

$ 10,330,200

$       504,000

$ 10,834,200

Loans and receivables

209,819

-

209,819

Cash

        875,386

                  -

        875,386

Total

$ 11,415,405

$       504,000

$ 11,919,405

Financial liabilities

 

 

 

Other financial liabilities

$       404,597

$                  -

$       404,597

 

Net assets

 

 

 

$ 11,514,808

 

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


A white background with black and white lines

Description automatically generated

 

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.

 

 

 

 

A close up of a logo

Description automatically generated


 

 

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.

 

A close up of a logo

Description automatically generated

 

Chartered Professional Accountants Licensed Public Accountants

 

 

Toronto, Ontario March 30, 2021


 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2020


 

2020                       2019


 

 

ASSETS

 

Current

Mortgage loans receivable, notes 3 and 7

 

$ 20,131,965

 

$ 10,834,200

Cash

5,587,499

875,386

Interest receivable

        136,124

        209,819

 

$ 25,855,588

$ 11,919,405

LIABILITIES

 

 

Current

Accounts payable and accrued liabilities, note 7

 

$       386,874

 

$       125,439

Unearned revenue and other holdbacks

520,919

172,800

Distributions payable

233,784

106,358

Redemptions payable

        150,000

                  -

Total liabilities before net assets attributable to holders of redeemable units

 

$     1,291,577

 

$       404,597

Net assets attributable to redeemable Trust Unitholders

Trust unitholders

 

$ 24,563,884

 

$ 11,514,701

Non-controlling interest

              127

              107

 

$ 24,564,011

$ 11,514,808

Number of redeemable units outstanding, note 6 Trust unitholders

 

245,645

 

115,146

Non-controlling interest

-

-

Net assets attributable to holders of redeemable units per unit

Trust unitholders

 

$         100.00

 

$         100.00

Non-controlling interest

-

-

Approved on behalf of the Trustees:

 

 

                                                                                    , Trustee

 

 

                                                                                    , Trustee

 

 

                                                                                    , Trustee

 

 


 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2020


 

2020                                                                                                                                            2019

(11 Months)


 

 

Revenue

Interest for distribution purposes, note 7

 

$ 1,605,385

 

$     585,389

Lender fee income

390,920

201,883

Redemption charges

       62,877

         7,919

 

   2,059,182

     795,191

Expenses

Trust management fees, note 7

 

321,981

 

117,654

Commissions, note 7

147,841

120,773

Mortgage origination fees, note 7

75,699

-

Professional fees

20,901

83,256

Performance fees

17,195

 

Mortgage administrative fees

12,000

10,000

Bank charges

2,887

1,555

Marketing

         5,085

           463

 

603,589

333,701

Expenses waived or absorbed by the trust manager, note 7

               -

      (29,689)

 

Comprehensive income attributable

     603,589

     304,012

to holders of redeemable units

$ 1,455,593

$     491,179

Comprehensive income attributable to holders of redeemable units

Trust unitholders

 

 

$ 1,455,573

 

 

$     491,172

Non-controlling interest

             20

               7

 

$ 1,455,593

$     491,179

Comprehensive income attributable to holders of redeemable units per unit Trust unitholders

 

 

$          8.48

 

 

$          8.11

Non-controlling interest

$               -

$               -


READY CAPITAL MORTGAGE INVESTMENT TRUST

 

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO REDEEMABLE TRUST UNITHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2020

 

 

Net assets attributable to

 

Proceeds

 

 

 

 

Comprehensive

Net assets attributable to

holders of

redeemable

from

redeemable

 

 

Proceeds

Redemptions

of

income

attributable to

holders of

redeemable

units, beginning

units

 

from

redeemable

holders of

units, end of

 

December 31, 2020

of period

issued

Distributions

reinvestments

units

redeemable units

period

 

Trust unitholders

 

$ 11,514,701

 

$ 15,046,554

 

$ (1,456,099)

 

$     764,335

 

$ (2,761,180)

 

$ 1,455,573

 

$ 24,563,884

Non-controlling interest

           107

               -

                    -

                -

                 -

              20

              127

 

$ 11,514,808

$ 15,046,554

$ (1,456,099)

$     764,335

$ (2,761,180)

$ 1,455,593

$ 24,564,011

 

 

 

Net assets attributable to

 

Proceeds

 

 

 

 

Comprehensive

Net assets attributable to

holders of

redeemable

from

redeemable

 

 

Proceeds

Redemptions

of

income

attributable to

holders of

redeemable

units, beginning

units

 

from

redeemable

holders of

units, end of

 

December 31, 2019 (11 Months)

of period

issued

Distributions

reinvestments

units

redeemable units

period

 

Trust unitholders

 

$                      -

 

$ 11,875,300

 

$         (476,864)

 

$     199,093

 

$       (574,000)

 

$     491,172

 

$ 11,514,701

Non-controlling interest

                        -

           100

                    -

                -

                 -

                7

               107

 

$                      -

$ 11,875,400

$ (476,864)

$     199,093

$ (574,000)

$     491,179

$ 11,514,808

 

 

 

 

 

 

See accompanying notes to the consolidated financial statements

6.


 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2020


 

 

 

2020

2019

(11 Months)

 

Cash flows from operating activities

Comprehensive income for the year

 

 

$ 1,455,593

 

 

$     491,179

Changes in non-cash working capital balances

Decrease (increase) in interest receivable

 

73,695

 

(209,819)

Increase in accounts payable and accrued liabilities

261,435

125,439

Increase in unearned revenue and other holdbacks

348,119

172,800

Increase in distributions payable

127,426

106,358

Issuance of mortgages

(21,647,765)

(12,612,200)

Principal repayment of mortgage loans

 12,350,000

   1,778,000

Cash flows used in operating activities

  (7,031,497)

(10,148,243)

 

Cash flows from financing activities

Issuance of redeemable units

 

 

15,046,554

 

 

11,875,300

Redemption of redeemable units

(2,611,180)

(574,000)

Distributions in cash

(691,764)

(277,771)

General Partner's contribution to the Partnership

               -

           100

 

 11,743,610

 11,023,629

Net increase in cash and cash equivalents

4,712,113

875,386

Cash and cash equivalents, beginning of year

     875,386

               -

Cash and cash equivalents, end of year

$ 5,587,499

$     875,386

Supplemental information:

 

 

Interest received

$ 1,679,080

$     375,570


 

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


 

12.00%

12-months

May 1, 2021

Residential, 2nd mortgage

$     120,000

12.00%

12-months

November 1, 2021

Residential, 2nd mortgage

87,700

12.00%

12-months

May 1, 2021

Residential, 2nd mortgage

150,000

13.99%

12-months

February 1, 2022

Residential, 2nd mortgage

174,000

11.99%

12-months

January 1, 2022

Residential, 1st mortgage

180,000

15.00%

12-months

April 1, 2021

Residential, 2nd mortgage

585,000

12.00%

12-months

August 1, 2021

Residential, 2nd mortgage

510,000

12.00%

12-months

August 1, 2021

Residential, 2nd mortgage

29,500

12.00%

12-month

August 1, 2021

Residential, 2nd mortgage

260,000

12.00%

6-months

March 1, 20201

Residential, 2nd mortgage

65,000

12.00%

12-months

February 1, 2022

Residential, 2nd mortgage

100,000

10.99%

12-months

February 1, 2022

Residential, 2nd mortgage

100,000

14.00%

12-months

April 1, 2021

Residential, 2nd mortgage

113,000

11.99%

12-months

April 1, 2021

Residential, 2nd mortgage

218,000

12.00%

12-months

April 1, 2021

Land, 2nd mortgage

560,000

12.00%

12-months

May 1, 2021

Residential, 2nd mortgage

566,000

13.50%

12-months

May 1, 2021

Residential, 2nd mortgage

230,000

12.00%

12-months

May 1, 2021

Residential, 2nd mortgage

107,000

12.50%

12-months

May 1, 2021

Residential, 2nd mortgage

350,000

13.50%

12-months

June 1, 2021

Residential, 2nd mortgage

120,000

9.99%

12-months

July 1, 2021

Residential, 1st mortgage

880,000

8.99%

12-months

July 1, 2021

Land, 1st mortgage

1,000,000

12.00%

12-months

July 1, 2021

Residential, 2nd mortgage

130,000

12.99%

12-months

August 1, 2021

Residential, 2nd mortgage

200,000

9.99%

12-months

August 1, 2021

Commercial, 1st mortgage

770,000

11.00%

12-months

September 1, 2021

Residential, 2nd mortgage

550,000

12.00%

12-months

September 1, 2021

Residential, 2nd mortgage

100,000

12.49%

12-months

October 1, 2021

Land, 2nd mortgage

3,500,000

8.99%

12-months

October 1, 2021

Residential, 1st mortgage

244,000

10.99%

12-months

October 1, 2021

Residential, 2nd mortgage

200,000

10.99%

12-months

November 1, 2021

Residential, 2nd mortgage

560,000

12.00%

12-months

November 1, 2021

Residential, 2nd mortgage

200,000

12.00%

12-months

November 1, 2021

Residential, 2nd mortgage

140,500

10.99%

12-months

December 1, 2021

Residential, 2nd mortgage

115,020

12.00%

12-months

December 1, 2021

Residential, 2nd mortgage

600,000

9.50%

12-months

December 1, 2021

Residential, 2nd mortgage

1,500,000

12.00%

12-months

December 1, 2021

Residential, 2nd mortgage

150,000

10.00%

12-months

January 1, 2022

Residential, 2nd mortgage

1,500,000

10.00%

24-months

January 1, 2023

Commercial, 1st mortgage

2,100,000

8.99%

12-months

January 1, 2022

Residential, 2nd mortgage

105,000

11.99%

12-months

October 15, 2020

Residential, 1st mortgage

210,000

13.50%

12-months

June 19, 2020

Residential, 2nd mortgage

42,245

12.00%

12-months

July 16, 2019

Residential, 2nd mortgage

230,000

12.00%

6-months

October 16, 2020

Residential, 2nd mortgage

80,000

10.00%

12-months

September 21, 2020

Residential, 1st mortgage

     400,000

 

$ 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


 

8.99%

12-month

November 1, 2020

Residential, 1st mortgage

$     234,000

9.99%

6-month

May 1, 2020

Residential, 2nd mortgage

150,000

*9.99%

12-month

November 1, 2020

Residential, 2nd mortgage

700,000

10.50%

12-month

January 1, 2021

Residential, 2nd mortgage

174,000

10.99%

12-month

November 1, 2020

Residential, 1st mortgage

620,000

11.99%

12-month

December 1, 2020

Residential, 2nd mortgage

50,000

11.99%

12-month

January 1, 2021

Residential, 2nd mortgage

330,000

12.00%

12-month

March 1, 2020

Residential, 2nd mortgage

510,000

12.00%

12-month

April 1, 2020

Residential, 2nd mortgage

585,000

12.00%

12-month

June 1, 2020

Residential, 1st mortgage

60,000

12.00%

12-month

June 1, 2020

Residential, 2nd mortgage

120,000

12.00%

12-month

July 1, 2020

Residential, 1st mortgage

350,000

12.00%

12-month

August 1, 2020

Residential, 2nd mortgage

230,000

12.00%

12-month

August 1, 2020

Residential, 2nd mortgage

49,500

12.00%

12-month

August 1, 2020

Residential, 2nd mortgage

260,000

12.00%

12-month

August 1, 2020

Residential, 2nd mortgage

55,000

12.00%

12-month

August 1, 2020

Residential, 2nd mortgage

510,000

12.00%

12-month

September 1, 2020

Residential, 2nd mortgage

750,000

12.00%

12-month

September 1, 2020

Residential, 2nd mortgage

65,000

12.00%

12-month

September 1, 2020

Residential, 2nd mortgage

80,000

12.00%

6-month

May 1, 2020

Residential, 2nd mortgage

120,000

12.00%

12-month

November 1, 2020

Residential, 2nd mortgage

87,700

12.00%

6-month

May 1, 2020

Residential, 1st mortgage

724,000

12.00%

12-month

November 1, 2020

Residential, 2nd mortgage

120,000

12.00%

12-month

November 1, 2020

Residential, 2nd mortgage

600,000

12.50%

12-month

April 1, 2020

Residential, 2nd mortgage

800,000

12.50%

12-month

October 1, 2020

Residential, 2nd mortgage

2,500,000

 

$ 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:

 

 

2020

2019

 

(11 months)

Units outstanding, beginning of the year

115,146

-

Units issued during the year

158,112

120,898

Units redeemed during the year

    (27,613)

     (5,752)

Units outstanding, end of the year

   245,645

   115,146


 

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:

 

 

2020

2019

Trust management fees

$              321,981

$            117,654

Commissions

$                85,752

$             59,377

Mortgage origination fees

$                75,699

$                      -

Performance fees

$                17,195

$                      -

Expenses waived and/or absorbed by Manager

$                        -

$            (29,689)

 

Included in accrued expenses are amounts payable to the Trust Manager as follows:

 

 

2020

 

2019

Trust management fees payable

$              128,026

$             62,244

Performance fees payable

$                17,195

$                      -

 

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

 

Units held by the Trustees

1,769.85

3,499.80

Percentage of units held by the Trustees

0.01 %

3.04 %

 

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.

 

As at December 31, 2020

 

 

Financial assets

 

Floating Rate Financial Assets

 

Fixed Rate Financial Assets

 

Non-interest Bearing

 

 

Total

Mortgage loans receivable

$                -

$ 20,131,965

$                -

$ 20,131,965

Loans and receivables

-

-

136,124

136,124

Cash

    5,587,499

                 -

                 -

    5,587,499

 

$ 5,587,499

$ 20,131,965

$      136,124

$ 25,855,588

Financial liabilities

 

 

 

 

Other financial liabilities

$                -

$                -

$ 1,291,577

$ 1,291,577

Net assets

 

 

 

$ 24,564,011

 

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.


 

 

9.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)

 

 

Fair value (Continued...)

 

iii)       Liquidity risk (Continued...)

 

As at December 31, 2020

 

0 - 12                                          1 - 3                  3 - 5                Indefinite Financial assets                                           months             years               years           maturity

 

Total

 

 

Mortgage loans receivable          $ 16,226,965 $ 3,905,000      $               -      $          -

 

$ 20,131,965

 

Loans and receivables                       136,124                   -                       -                   -

136,124

 

Cash                                        5,587,499                    -                      -                  -

   5,587,499

 

Total                                      $ 21,950,588 $ 3,905,000      $               -      $          -

$ 25,855,588

 

Financial liabilities

 

 

Other financial liabilities            $ 1,291,577  $               -      $               -      $          -

$ 1,291,577

 

Net assets

$ 24,564,011

 

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


A white background with black and white lines

Description automatically generated

 

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.

 

 

 

 

A close up of a logo

Description automatically generated


 

 

 

 

 

 

 

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.

A close up of a logo

Description automatically generated

 

Chartered Professional Accountants Licensed Public Accountants

 

Toronto, Ontario March 29, 2022


 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2021


 

2021                       2020


 

 

ASSETS

 

Current

Mortgage loans receivable, notes 3 and 7

 

$ 38,818,690

 

$ 20,131,965

Cash

4,370,580

5,587,499

Interest receivable

        417,491

        136,124

 

$ 43,606,761

$ 25,855,588

LIABILITIES

 

 

Current

Accounts payable and accrued liabilities, note 7

 

$       339,331

 

$       386,874

Subscriptions in advance

1,367,000

460,919

Prepaid interest and other holdbacks

42,054

60,000

Distribution payable

385,372

233,784

Redemptions payable

                  -

        150,000

Total liabilities before net assets attributable to holders of redeemable units

 

$     2,133,757

 

$     1,291,577

Net assets attributable to holders of redeemable units

Trust unitholders

 

$ 41,472,841

 

$ 24,563,884

Non-controlling interest

              163

              127

 

$ 41,473,004

$ 24,564,011

Number of redeemable units outstanding, note 6 Trust unitholders

 

414,747

 

245,645

Non-controlling interest

-

-

Net assets attributable to holders of redeemable units per unit

Trust unitholders

 

$         100.00

 

$         100.00

Non-controlling interest

-

-

Approved on behalf of the Trustees:

 

 

                                                                                     Trustee

 

 

                                                                                     Trustee

 

 


 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2021


 

2021                       2020


 

 

Revenue

Interest for distribution purposes, note 7

 

$ 3,211,785

 

$ 1,605,385

Lender fee income

618,872

411,070

Redemptions charges

19,475

9,585

Discharge fees

         4,729

       33,142

 

   3,854,861

   2,059,182

Expenses

Trust management fees, note 7

 

660,101

 

321,981

Commissions, note 7

187,822

147,841

Professional fees

122,121

20,901

Mortgage origination fees, note 7

99,206

75,699

Performance fees, note 7

26,544

17,195

Mortgage administrative fees

16,200

12,000

Marketing

5,085

5,085

Bank Charges

         1,934

         2,887

 

   1,119,013

     603,589

Comprehensive income attributable to holders of redeemable units

 

$ 2,735,848

 

$ 1,455,593

Comprehensive income attributable to holders of redeemable units

Trust unitholders

 

 

$ 2,735,812

 

 

$ 1,455,573

Non-controlling interest

             36

             20

 

$ 2,735,848

$ 1,455,593

Comprehensive income attributable to holders of redeemable units per unit Trust unitholders

 

 

$          8.37

 

 

$          8.48

Non-controlling interest

$               -

$               -


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

 

 

Net assets attributable to

 

Proceeds

 

 

 

 

Comprehensive

Net assets attributable to

holders of

redeemable

from

redeemable

 

 

Proceeds

Redemptions

of

income

attributable to

holders of

redeemable

units, beginning

units

 

from

redeemable

holders of

units, end of

December 31, 2021

of year

issued

Distributions

reinvestments

units

redeemable units

year

 

Trust unitholders

 

$ 24,563,884

 

$ 19,966,177

 

$ (2,736,217)

 

$ 1,540,346

 

$ (4,597,161)

 

$ 2,735,812

 

$ 41,472,841

Non-controlling interest

           127

               -

                    -

                -

                 -

              36

              163

 

$ 24,564,011

$ 19,966,177

$ (2,736,217)

$ 1,540,346

$ (4,597,161)

$ 2,735,848

$ 41,473,004

 

 

 

Net assets attributable to

 

Proceeds

 

 

 

 

Comprehensive

Net assets attributable to

holders of

redeemable

from

redeemable

 

 

Proceeds

Redemptions

of

income

attributable to

holders of

redeemable

units, beginning

units

 

from

redeemable

holders of

units, end of

December 31, 2020

of year

issued

Distributions

reinvestments

units

redeemable units

year

 

Trust unitholders

 

$ 11,514,701

 

$ 15,046,554

 

$ (1,456,099)

 

$     764,335

 

$ (2,761,180)

 

$ 1,455,573

 

$ 24,563,884

Non-controlling interest

           107

               -

                    -

                -

                 -

              20

              127

 

$ 11,514,808

$ 15,046,554

$ (1,456,099)

$     764,335

$ (2,761,180)

$ 1,455,593

$ 24,564,011

 

 

 

 

 

 

See accompanying notes to the consolidated financial statements

6.


 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2021


 

2021                       2020


 

 

Cash flows from operating activities

Comprehensive income for the year

 

$ 2,735,848

 

$ 1,455,593

Changes in non-cash working capital balances

Decrease (increase) in interest receivable

 

(281,367)

 

73,695

Increase (decrease) in accounts payable and accrued liabilities

(47,543)

261,435

Increase in subscriptions in advance

906,081

380,919

Decrease in prepaid interest and other holdbacks

(17,946)

(32,800)

Increase in distribution payable

151,588

127,426

Issuance of mortgages

(38,247,190)

(21,647,765)

Principal repayment of mortgage loans

 19,560,465

 12,350,000

Cash flows used in operating activities

(15,240,064)

  (7,031,497)

 

Cash flows from financing activities

Issuance of redeemable units

 

 

19,966,177

 

15,046,554

Redemption of redeemable units

(4,747,161)

(2,611,180)

Distributions in cash

  (1,195,871)

    (691,764)

 

 14,023,145

 11,743,610

Net increase (decrease) in cash and cash equivalents

(1,216,919)

4,712,113

Cash and cash equivalents, beginning of year

   5,587,499

     875,386

Cash and cash equivalents, end of year

$ 4,370,580

$ 5,587,499

Supplemental information:

 

 

Interest received

$ 2,930,418

$ 1,679,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


 

15.00%

12-months

April 1, 2022

Residential, 2nd mortgage

$     585,000

12.00%

12-months

August 1, 2022

Residential, 2nd mortgage

24,500

13.99%

12-months

February 1, 2022

Residential, 2nd mortgage

174,000

12.00%

12-months

February 1, 2022

Residential, 2nd mortgage

100,000

12.00%

12-months

April 1, 2022

Commercial, 2nd mortgage

560,000

11.99%

12-months

April 1, 2022

Residential, 2nd mortgage

218,000

12.00%

12-months

May 1, 2022

Residential, 2nd mortgage

566,000

13.50%

12-months

May 1, 2022

Residential, 2nd mortgage

230,000

10.00%

12-months

January 4, 2022

Commercial, 1st mortgage

220,000

8.99%

12-months

July 1, 2022

Commercial, 1st mortgage

1,000,000

9.99%

12-months

August 1, 2022

Commercial, 1st mortgage

770,000

10.99%

12-months

September 1, 2022

Residential, 2nd mortgage

550,000

12.00%

3-months

February 1, 2022

Residential, 2nd mortgage

150,000

12.00%

12-months

December 1, 2022

Residential, 2nd mortgage

600,000

8.99%

12-months

June 1, 2022

Residential, 2nd mortgage

105,000

10.00%

24-months

January 1, 2023

Commercial, 1st mortgage

2,100,000

12.00%

12-months

October 1, 2022

Residential, 1st mortgage

1,760,000

9.99%

12-months

February 1, 2022

Residential, 2nd mortgage

117,500

7.45%

12-months

April 1, 2022

Residential, 2nd mortgage

37,490

9.99%

12-months

March 1, 2022

Residential, 2nd mortgage

600,000

9.99%

12-months

April 1, 2022

Commercial, 1st mortgage

500,000

9.99%

12-months

April 1, 2022

Residential 2nd mortgage

800,000

9.99%

12-months

April 1, 2022

Residential, 2nd mortgage

100,000

8.99%

12-months

April 1, 2022

Residential, 2nd mortgage

160,000

9.99%

12-months

May 1, 2022

Residential, 2nd mortgage

150,000

10.49%

12-months

May 1, 2022

Residential, 2nd mortgage

300,000

11.99%

12-months

May 1, 2022

Residential, 2nd mortgage

243,750

9.99%

12-months

June 1, 2022

Residential, 2nd mortgage

375,000

9.99%

12-months

June 1, 2022

Residential, 2nd mortgage

425,000

9.99%

12-months

June 1, 2022

Residential, 1st mortgage

243,750

11.99%

12-months

June 1, 2022

Residential, 2nd mortgage

434,000

12.99%

12-months

June 1, 2022

Residential, 2nd mortgage

200,000

7.45%

12-months

February 16, 2022

Residential, 2nd mortgage

135,000

5.95%

12-months

August 1, 2022

Residential, 2nd mortgage

255,300

9.99%

12-months

July 1, 2022

Residential, 2nd mortgage

200,000

15.00%

12-months

August 1, 2022

Commercial, 2nd mortgage

560,000

5.99%

13-months

September 1, 2022

Residential, 2nd mortgage

123,000

11.99%

12-months

January 7, 2022

Residential, 1st mortgage

732,000

12.00%

12-months

August 1, 2022

Residential, 2nd mortgage

2,000,000

11.99%

12-months

August 1, 2022

Commercial, 1st mortgage

142,000

6.25%

13-months

September 1, 2022

Residential, 2nd mortgage

       69,000

 

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

 

5.95%

13-months

September 1, 2022

Residential, 2nd mortgage

226,250

9.99%

12-months

September 1, 2022

Residential, 2nd mortgage

227,000

5.95%

13-months

October 1, 2022

Residential, 2nd mortgage

78,750

13.99%

12-months

September 1, 2022

Residential, 2nd mortgage

256,000

9.99%

12-months

September 1, 2022

Residential, 2nd mortgage

104,000

12.99%

12-months

September 1, 2022

Commercial, 1st mortgage

8,500,000

11.99%

12-months

September 1, 2022

Commercial, 1st mortgage

100,000

5.95%

13-months

October 1, 2022

Residential, 2nd mortgage

140,400

10.99%

12-months

October 1, 2022

Residential, 2nd mortgage

50,000

10.99%

12-months

October 1, 2022

Residential, 2nd mortgage

340,000

10.99%

12-months

October 1, 2022

Residential, 2nd mortgage

65,500

6.70%

13-months

November 1, 2022

Residential, 2nd mortgage

109,000

11.99%

12-months

October 1, 2022

Residential, 2nd mortgage

68,750

12.00%

12-months

November 1, 2022

Residential, 2nd mortgage

75,000

10.99%

12-months

December 1, 2022

Commercial, 1st mortgage

1,350,000

13.99%

12-months

November 1, 2022

Commercial, 2nd mortgage

370,000

12.00%

12-months

November 1, 2022

Residential, 2nd mortgage

400,000

10.99%

12-months

December 1, 2022

Residential, 2nd mortgage

1,000,000

9.99%

12-months

December 1, 2022

Residential, 2nd mortgage

150,000

6.49%

13-months

January 1, 2023

Residential, 2nd mortgage

367,500

12.00%

12-months

December 1, 2022

Residential, 2nd mortgage

400,000

9.99%

12-months

December 1, 2022

Commercial, 1st mortgage

540,000

5.95%

13-months

January 1, 2023

Residential, 2nd mortgage

77,250

9.49%

12-months

December 1, 2022

Residential, 2nd mortgage

500,000

11.99%

12-months

December 1, 2022

Residential, 2nd mortgage

400,000

9.99%

12-months

December 1, 2022

Residential, 1st mortgage

1,100,000

11.99%

12-months

December 31, 2022

Residential, 2nd mortgage

655,000

8.99%

2-months

February 15, 2022

Residential, 1st mortgage

1,580,000

8.99%

2-months

January 12, 2022

Residential, 2nd mortgage

620,000

12.00%

12-months

December 31, 2022

Residential, 2nd mortgage

263,000

12.00%

12-months

December 31, 2022

Residential, 2nd mortgage

       90,000

 

 

 

 

$ 38,818,690


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:

 

Interest Rate

 

Terms

Maturity date

 

Type

Amortized cost

 

12.00%

12-months

May 1, 2021

Residential, 2nd mortgage

$     120,000

 

12.00%

12-months

November 1, 2021

Residential, 2nd mortgage

87,700

 

12.00%

12-months

May 1, 2021

Residential, 2nd mortgage

150,000

 

13.99%

12-months

February 1, 2022

Residential, 2nd mortgage

174,000

 

11.99%

12-months

January 1, 2022

Residential, 1st mortgage

180,000

 

15.00%

12-months

April 1, 2021

Residential, 2nd mortgage

585,000

 

12.00%

12-months

August 1, 2021

Residential, 2nd mortgage

510,000

 

12.00%

12-months

August 1, 2021

Residential, 2nd mortgage

29,500

 

12.00%

12-month

August 1, 2021

Residential, 2nd mortgage

260,000

 

12.00%

6-months

March 1, 20201

Residential, 2nd mortgage

65,000

 

12.00%

12-months

February 1, 2022

Residential, 2nd mortgage

100,000

 

10.99%

12-months

February 1, 2022

Residential, 2nd mortgage

100,000

 

14.00%

12-months

April 1, 2021

Residential, 2nd mortgage

113,000

 

11.99%

12-months

April 1, 2021

Residential, 2nd mortgage

218,000

 

12.00%

12-months

April 1, 2021

Land, 2nd mortgage

560,000

 

12.00%

12-months

May 1, 2021

Residential, 2nd mortgage

566,000

 

13.50%

12-months

May 1, 2021

Residential, 2nd mortgage

230,000

 

12.00%

12-months

May 1, 2021

Residential, 2nd mortgage

107,000

 

12.50%

12-months

May 1, 2021

Residential, 2nd mortgage

350,000

 

13.50%

12-months

June 1, 2021

Residential, 2nd mortgage

120,000

 

9.99%

12-months

July 1, 2021

Residential, 1st mortgage

880,000

 

8.99%

12-months

July 1, 2021

Land, 1st mortgage

1,000,000

 

12.00%

12-months

July 1, 2021

Residential, 2nd mortgage

130,000

 

12.99%

12-months

August 1, 2021

Residential, 2nd mortgage

200,000

 

9.99%

12-months

August 1, 2021

Commercial, 1st mortgage

770,000

 

11.00%

12-months

September 1, 2021

Residential, 2nd mortgage

550,000

 

12.00%

12-months

September 1, 2021

Residential, 2nd mortgage

100,000

 

12.49%

12-months

October 1, 2021

Land, 2nd mortgage

3,500,000

 

8.99%

12-months

October 1, 2021

Residential, 1st mortgage

244,000

 

10.99%

12-months

October 1, 2021

Residential, 2nd mortgage

200,000

 

10.99%

12-months

November 1, 2021

Residential, 2nd mortgage

560,000

 

12.00%

12-months

November 1, 2021

Residential, 2nd mortgage

200,000

 

12.00%

12-months

November 1, 2021

Residential, 2nd mortgage

140,500

 

10.99%

12-months

December 1, 2021

Residential, 2nd mortgage

115,020

 

12.00%

12-months

December 1, 2021

Residential, 2nd mortgage

600,000

 

9.50%

12-months

December 1, 2021

Residential, 2nd mortgage

1,500,000

 

12.00%

12-months

December 1, 2021

Residential, 2nd mortgage

150,000

 

10.00%

12-months

January 1, 2022

Residential, 2nd mortgage

1,500,000

 

10.00%

24-months

January 1, 2023

Commercial, 1st mortgage

2,100,000

 

8.99%

12-months

January 1, 2022

Residential, 2nd mortgage

105,000

 

11.99%

12-months

October 15, 2020

Residential, 1st mortgage

210,000

 

13.50%

12-months

June 19, 2020

Residential, 2nd mortgage

42,245

 

12.00%

12-months

July 16, 2019

Residential, 2nd mortgage

230,000

 

12.00%

6-months

October 16, 2020

Residential, 2nd mortgage

80,000

 

10.00%

12-months

September 21, 2020

Residential, 1st mortgage

     400,000

 

 

 

 

 

$ 20,131,965

 

 

 

 

 

 

17.


 

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:

 

 

2021

2020

Units outstanding, beginning of the year

245,645

115,146

Units issued during the year

215,065

158,112

Units redeemed during the year

    (45,963)

    (27,613)

Units outstanding, end of the year

   414,747

   245,645


 

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:

 

 

2021

2020

Trust management fees

$                                    660,101

$           321,981

Commissions

$                                    112,809

$            82,752

Mortgage origination fees

$                                     99,206

$            75,699

Performance fees

$                                     26,544

$            17,195

 

Included in accrued expenses are amounts payable to the Trust Manager as follows:

 

 

2021

 

2020

Trust management fees payable

$                                    106,062

$           128,026

Performance fees payable

$                                     26,544

$             17,195

 

The following are redeemable units held by the related party of the Trust:

 

2021

 

2020

 

Unit held by the Trust Manager

 

1.00

 

1.00

Percentage of Unit held by the Trust Manager

0.00 %

0.00 %

Units held by the Trustees

1,925.28

1,769.85

Percentage of units held by the Trustees

0.46 %

0.72 %

Units held by the Trustees

2,838.61

-

Percentage of units held by the Trustees

0.68 %

- %

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, 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.

 

As at December 31, 2021

 

 

Financial assets

 

Floating Rate Financial Assets

 

Fixed Rate Financial Assets

 

Non-interest Bearing

 

 

Total

Mortgage loans receivable

$                -

$ 38,818,690

$                -

$ 38,818,690

Interest receivables

-

-

417,491

417,491

Cash

    4,370,580

                 -

                 -

    4,370,580

 

$ 4,370,580

$ 38,818,690

$      417,491

$ 43,606,761

Financial liabilities

 

 

 

 

Other financial liabilities

$                -

$                -

$ 2,133,757

$ 2,133,757

Net assets

 

 

 

$ 41,473,004

 

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.


 

 

9.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued...)

 

 

Fair value (Continued...)

 

iii)       Liquidity risk (Continued...)

 

As at December 31, 2021

 

0 - 12                                          1 - 3                  3 - 5                Indefinite Financial assets                                           months             years               years           maturity

 

Total

 

Mortgage loans receivable          $ 36,273,940 $ 2,544,750      $               -      $          -

$ 38,818,690

 

Loans and receivables                       417,491                   -                       -                   -

417,491

 

Cash                                        4,370,580                    -                      -                  -

   4,370,580

 

Total                                      $ 41,062,011 $ 2,544,750      $               -      $          -

$ 43,606,761

 

Financial liabilities

 

 

Other financial liabilities            $ 2,133,757  $               -      $               -      $          -

$ 2,133,757

 

Net assets

$ 41,473,004

 

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


A black screen with blue dots

Description automatically generated 

 

 

 

 

 


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.


A black background with a black square

Description automatically generated 

 

 

 

 

 

 


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.


A black background with a black square

Description automatically generated 

 

 

 

 

 

 


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.

A close up of a logo

Description automatically generated

 

Chartered Professional Accountants Licensed Public Accountants

 

Toronto, Ontario March 31, 2023


 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2022


 

 

 

2022

2021

 

ASSETS

Mortgage loans receivable, notes 3 and 8

 

 

$ 56,994,945

 

 

$ 38,818,690

Cash

4,447,287

4,370,580

Interest and lenders fees receivable

1,210,409

417,491

Subscriptions receivable

        152,141

                  -

 

$ 62,804,782

$ 43,606,761

 

LIABILITIES

Accounts payable and accrued liabilities, note 6 and 8

 

$       667,458

 

$       339,331

Subscriptions received in advance

279,983

1,367,000

Prepaid interest and other holdbacks

43,847

42,054

Distributions payable

        537,283

        385,372

Total liabilities before net assets attributable to holders of redeemable units

 

$     1,528,571

 

$     2,133,757

Commitments, note 12

 

 

Net assets attributable to holders of redeemable units

$ 61,276,211

$ 41,473,004

Net assets attributable to holders of redeemable units per class

Trust unitholders

 

$ 61,276,000

 

$ 41,472,841

Non-controlling interest

              211

              163

 

$ 61,276,211

$ 41,473,004

Number of redeemable units outstanding, note 7 Trust unitholders

 

612,760

 

414,747

Non-controlling interest

-

-

Net assets attributable to holders of redeemable units per unit

Trust unitholders

 

$         100.00

 

$         100.00

Non-controlling interest

-

-

 

Approved on behalf of the Trustees:

 

 

                                                                                    Trustee

 

 

                                                                                    Trustee

 

 

                                                                                    Trustee

 

 


 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2022


 

2022                       2021


 

 

Revenue

Interest for distribution purposes, note 8

 

$ 5,660,441

 

$ 3,211,785

Lender fee income

1,268,414

618,872

Redemptions charges

85,617

19,475

Discharge fees

         1,775

         4,729

 

   7,016,247

   3,854,861

Expenses

Mortgage management fees, note 8

 

1,132,082

 

660,101

Provision for uncollectable amounts, note 3

753,000

-

Commissions, note 8

265,307

187,822

Professional fees

170,519

122,121

Mortgage origination fees, note 8

86,207

99,206

Performance fees, note 8

30,638

26,544

Mortgage administrative fee

16,200

16,200

Marketing

7,910

5,085

Communication

1,752

-

Bank charges

           819

         1,934

 

   2,464,434

   1,119,013

Comprehensive income attributable to holders of redeemable units

 

$ 4,551,813

 

$ 2,735,848

 

Comprehensive income attributable to holders of redeemable units

Trust unitholders

$ 4,551,765

$ 2,735,812

Non-controlling interest

             48

             36

 

$ 4,551,813

$ 2,735,848

Comprehensive income attributable to holders of redeemable units per unit

Trust unitholders

 

 

$          8.23

 

 

$          8.37

Non-controlling interest

$               -

$               -


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

 

 

Net assets attributable to

 

Proceeds

 

 

 

 

Comprehensive

Net assets attributable to

holders of

redeemable

from

redeemable

 

 

Proceeds

Redemptions

of

income

attributable to

holders of

redeemable

units, beginning

units

 

from

redeemable

holders of

units, end of

December 31, 2022

of year

issued

Distributions

reinvestments

units

redeemable units

year

 

Trust unitholders

 

$ 41,472,841

 

$ 28,828,589

 

$ (4,549,957)

 

$ 2,618,253

 

$(11,645,491)

 

$ 4,551,765

 

$ 61,276,000

Non-controlling interest

           163

               -

                    -

                -

                 -

              48

             211

 

$ 41,473,004

$ 28,828,589

$ (4,549,957)

$ 2,618,253

$(11,645,491)

$ 4,551,813

$ 61,276,211

 

 

 

Net assets attributable to

 

Proceeds

 

 

 

 

Comprehensive

Net assets attributable to

holders of

redeemable

from

redeemable

 

 

Proceeds

Redemptions

of

income

attributable to

holders of

redeemable

units, beginning

units

 

from

redeemable

holders of

units, end of

December 31, 2021

of year

issued

Distributions

reinvestments

units

redeemable units

year

 

Trust unitholders

 

$ 24,563,884

 

$ 19,966,177

 

$ (2,736,217)

 

$ 1,540,346

 

$ (4,597,161)

 

$ 2,735,812

 

$ 41,472,841

Non-controlling interest

           127

               -

                    -

                -

                 -

              36

              163

 

$ 24,564,011

$ 19,966,177

$ (2,736,217)

$ 1,540,346

$ (4,597,161)

$ 2,735,848

$ 41,473,004

 

 

 

 

 

 

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                            -

 

5,304,813

2,735,848

Changes in non-cash working capital balances

Increase in interest

 

(792,918)

 

(281,367)

Increase (decrease) in accounts payable and accrued liabilities

328,127

(47,543)

Increase (decrease) in subscriptions received in advance

(1,087,017)

906,081

Increase (decrease) in prepaid interest and other holdbacks

1,793

(17,946)

Increase in distributions payable

151,911

151,588

Issuance of mortgage loans

(61,301,170)

(38,247,190)

Principal repayment of mortgage loans

 42,371,915

 19,560,465

Cash flows used in operating activities

(15,022,546)

(15,240,064)

 

Cash flows from financing activities

Issuance of redeemable units

 

 

28,676,448

 

 

19,966,177

Redemption of redeemable units

(11,645,491)

(4,747,161)

Distributions in cash

  (1,931,704)

  (1,195,871)

 

 15,099,253

 14,023,145

Net increase (decrease) in cash

76,707

(1,216,919)

Cash, beginning of year

   4,370,580

   5,587,499

Cash, end of year

$ 4,447,287

$ 4,370,580

Supplemental information:

 

 

Interest received

$ 4,867,523

$ 2,930,418

 

 

 

 

 

 

 

 

 

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

1st mortgage

$ 10,750,500

$      (72,541)

$               -        $               -

$ 10,677,959

2nd mortgage

23,779,145

(158,054)

-                (19,000)

23,602,091

 

1st mortgage

15,623,300

(101,505)

-                                   (355,000)

15,166,795

2nd mortgage

4,345,000

(23,788)

-                                              -

4,321,212

 

and

1st mortgage       3,250,000                (23,112)                      -                        -        3,226,888

 

$ 57,747,945

$ (379,000)

$                   -

$ (374,000)

$ 56,994,945

 

 
Commercial

 

 

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

1st mortgage

15,222,000

-

-

-

15,222,000

2nd mortgage

   1,490,000

               -

               -

               -

   1,490,000

 

$ 38,818,690

$               -

$               -

$               -

$ 38,818,690


 

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:

 

 

2022

2021

Units outstanding, beginning of the year

414,747

245,645

Units issued during the year

314,468

215,065

Units redeemed during the year

  (116,455)

    (45,963)

Units outstanding, end of the year

   612,760

   414,747


 

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:

 

 

2022

2021

Mortgage management fees

$ 1,132,082

$           660,101

Commissions

$                                    161,887

$           112,809

Performance fees

$                                     30,638

$            26,544

 

Included in accrued expenses are amounts payable to the Trust Manager as follows:

 

2022

2021

Mortgage management fees payable

$                                    213,829

$           106,062

Commissions payable

$                                    157,789

$                     -

Performance fees payable

$                                     57,182

$             26,544

The following are redeemable units held by the related party of the Trust:

 

2022

2021

Unit held by the Trust Manager

1.00

1.00

Percentage of Unit held by the Trust Manager

0.00 %

0.00 %

Units held by the Trustees

4,171.12

1,925.28

Percentage of units held by the Trustees

0.68 %

0.46 %

Units held by the Trustees

3,081.68

2,838.61

Percentage of units held by the Trustees

0.50 %

0.68 %

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.


 

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.

 

As at December 31, 2022

 

 

Financial assets

 

Floating Rate Financial Assets

 

Fixed Rate Financial Assets

 

Non-interest Bearing

 

 

Total

Mortgage loans receivable

$                -

$ 56,994,945

$                -

$ 56,994,945

Interest receivables

-

-

1,210,409

1,210,409

Subscriptions receivable

-

-

152,141

152,141

Cash

    4,447,287

                 -

                 -

    4,447,287

 

$ 4,447,287

$ 56,994,945

$ 1,362,550

$ 62,804,782

Financial liabilities

 

 

 

 

Other financial liabilities

$                -

$                -

$ 1,528,571

$ 1,528,571

Net assets

 

 

 

$ 61,276,211

 

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

 

 

Financial assets

0 - 12

months

1 - 3

years

3 - 5

years

Indefinite maturity

 

Total

Mortgage loans receivable

$ 48,462,345

$ 8,532,600

$               -

$          -

$ 56,994,945

Loans and receivables

1,210,409

-

-

-

1,210,409

Subscription receivable

152,141

-

-

-

152,141

Cash

   4,447,287

               -

               -

           -

   4,447,287

Total

$ 54,272,182

$ 8,532,600

$               -

$          -

$ 62,804,782

Financial liabilities

 

 

 

 

 

Other financial liabilities

$ 1,528,571

$               -

$               -

$          -

$ 1,528,571

Net assets

 

 

 

 

$ 61,276,211

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

1st mortgage

$ 10,200,500

$               -      $     550,000

$ 10,750,500

2nd mortgage

22,225,145

-          1,554,000

23,779,145

 

Commercial

1st mortgage

14,273,300

-

1,350,000

15,623,300

2nd mortgage

3,345,000

-

1,000,000

4,345,000

 

Land

1st mortgage

 

3,250,000

 

-

 

-

 

3,250,000

Allowance for expected credit losses

    (379,000)

               -

    (374,000)

    (753,000)

Mortgage loans receivable

$ 52,914,945

$               -

$ 4,080,000

$ 56,994,945

 

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.


 

 

A gold and black logo

Description automatically generated

 


 

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

 

DISCLAIMERS........................................................................................................................................................................... 6

SUMMARY OF THE UNIT OFFERING.................................................................................................................................. 8

DEFINITIONS........................................................................................................................................................................... 11

1.     USE OF AVAILABLE FUNDS..................................................................................................................................... 16

1.1       Funds.................................................................................................................................................................... 16

1.2       Use of Available Funds........................................................................................................................................ 16

1.3       Proceeds Transferred to Other Issuers.................................................................................................................. 16

2.     BUSINESS OF THE TRUST AND OTHER INFORMATION AND TRANSACTIONS...................................... 17

2.1       Structure................................................................................................................................................................ 17

2.2       The Business......................................................................................................................................................... 19

OVERVIEW................................................................................................................................................................................. 19

THE MORTGAGE PORTFOLIO................................................................................................................................................ 19

Investment Strategy....................................................................................................................................................................... 19

Advisory Committee...................................................................................................................................................................... 20

INVESTMENT POLICIES.......................................................................................................................................................... 20

PORTFOLIO DEVELOPMENT.................................................................................................................................................. 21

BORROWING POLICIES........................................................................................................................................................... 21

MANAGEMENT OF THE TRUST............................................................................................................................................. 21

THE PARTNERSHIP AND MORTGAGE ADMINISTRATION, MANAGEMENT AND ORIGINATION . 22 Mortgage Administration Agreement............................................................................................................................................................ 22

Mortgage Management Agreement............................................................................................................................................... 23

Mortgage Origination Agreement................................................................................................................................................. 25

THE LIMITED PARTNERSHIP AGREEMENT........................................................................................................................ 26

Investment Policies....................................................................................................................................................................... 26

Operating Policies......................................................................................................................................................................... 26

Limitations on Authority of Limited Partners............................................................................................................................... 27

Liability of the General Partner and Limited Partners.................................................................................................................. 27

Other Activities of the General Partner and Limited Partner........................................................................................................ 27

Units of the Partnership................................................................................................................................................................. 27

Capital and Other Contributions and Accounts............................................................................................................................ 28

Distributions and Allocations........................................................................................................................................................ 28

Management of the Partnership.................................................................................................................................................... 28

Partnership Meetings..................................................................................................................................................................... 29

Change, Resignation, or Removal of the General Partner............................................................................................................ 29

Dissolution of the Partnership....................................................................................................................................................... 29

Amendments................................................................................................................................................................................. 30

FEES AND EXPENSES.............................................................................................................................................................. 30

Mortgage Administration Fee....................................................................................................................................................... 30

Mortgage Management Fee.......................................................................................................................................................... 30

Mortgage Originator Fee............................................................................................................................................................... 31

Operating Expenses...................................................................................................................................................................... 31

MORTGAGE ADMINISTRATOR............................................................................................................................................. 31

MONEYBROKER CANADA INC............................................................................................................................................. 31

RITE ALLIANCE MANAGEMENT INC.................................................................................................................................. 32

USE OF PROCEEDS................................................................................................................................................................... 32

PLAN OF DISTRIBUTION......................................................................................................................................................... 32

AUDITORS.................................................................................................................................................................................. 33

2.3       Development of Business..................................................................................................................................... 33

2.4       Long Term Objectives........................................................................................................................................... 37

2.5       Short Term Objectives.......................................................................................................................................... 38

2.6       Insufficient Funds................................................................................................................................................. 38

2.7       Additional Disclosure of Issuers Without Significant Revenue............................................................................ 38

2.8       Material Contracts................................................................................................................................................. 38

OTHER AGREEMENTS............................................................................................................................................................. 39

The Nominee Agreement.............................................................................................................................................................. 39

2.9       Related Party Transactions.................................................................................................................................... 39


 

 

 

 

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.

 

DISCLAIMERS

 

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.


 

 

 

 

DEFINITIONS

 

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 as bare trustee and nominee for the Partnership;

 

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