APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________________
FORM 10-K
_________________________________________________________
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2014
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number: 1-34452
__________________________________________________________
APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________
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Maryland
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27-0467113
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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c/o Apollo Global Management, LLC
9 West 57th Street, 43rd Floor, New York, New York
(Address of principal executive offices)
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10019
(Zip Code)
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(212) 515-3200
(Registrant’s telephone number, including area code)
________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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8.625% Series A Cumulative Redeemable Perpetual Preferred
Stock, $0.01 par value, $25.00 mandatory liquidation preference
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
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No
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller Reporting Company
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o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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As of June 30,
2014
, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $765,229,053 based on the closing sales price of our common stock on such date as reported on the New York Stock Exchange.
On
February 24, 2015
, the registrant had a total of 46,900,442 shares of Common Stock outstanding.
__________________________________
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for the
2015
annual meeting of stockholders scheduled to be held on or about April 28,
2015
are incorporated by reference into Part III of this annual report on Form 10-K.
TABLE OF CONTENTS
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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i
FORWARD-LOOKING STATEMENTS
The Company makes forward-looking statements in this annual report on Form 10-K within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For these statements, the Company claims the protections of the safe harbor for forward-looking statements contained in such Sections. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These forward-looking statements include information about possible or assumed future results of the Company’s business, financial condition, liquidity, results of operations, plans and objectives. When the Company uses the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, it intends to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: market trends in the Company’s industry, interest rates, real estate values, the debt securities markets or the general economy or the demand for commercial real estate loans; the Company’s business and investment strategy; the Company’s operating results; actions and initiatives of the U.S. government and changes to U.S. government policies and the execution and impact of these actions, initiatives and policies; the state of the U.S. economy generally or in specific geographic regions; economic trends and economic recoveries; the Company’s ability to obtain and maintain financing arrangements, including securitizations; the anticipated shortfall of debt financing from traditional lenders; the volume of short-term loan extensions; the demand for new capital to replace maturing loans; expected leverage; general volatility of the securities markets in which the Company participates; changes in the value of the Company’s assets; the scope of the Company’s target assets; interest rate mismatches between the Company’s target assets and any borrowings used to fund such assets; changes in interest rates and the market value of the Company’s target assets; changes in prepayment rates on the Company’s target assets; effects of hedging instruments on the Company’s target assets; rates of default or decreased recovery rates on the Company’s target assets; the degree to which hedging strategies may or may not protect the Company from interest rate volatility; impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters; the Company’s ability to maintain its qualification as a real estate investment trust for U.S. federal income tax purposes; the Company’s ability to remain excluded from registration under the Investment Company Act of 1940, as amended (the “1940 Act”); the availability of opportunities to acquire commercial mortgage-related, real estate-related and other securities; the availability of qualified personnel; estimates relating to the Company’s ability to make distributions to its stockholders in the future; and the Company’s understanding of its competition.
The forward-looking statements are based on the Company’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to the Company. Some of these factors are described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this annual report on Form 10-K. These and other risks, uncertainties and factors, including those described in the annual, quarterly and current reports that the Company files with the Securities and Exchange Commission (“SEC”), could cause its actual results to differ materially from those included in any forward-looking statements the Company makes. All forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. See Item 1A, “Risk Factors” of this annual report on Form 10-K.
ii
In this annual report on Form 10-K, references to “ARI,” “Company,” “we,” “us,” or “our” refer to Apollo Commercial Real Estate Finance, Inc. and its subsidiaries; references to the Company’s “Manager” refer to ACREFI Management, LLC, an indirect subsidiary of Apollo Global Management, LLC, unless specifically stated otherwise or the context otherwise indicates.
PART I
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Item 1.
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Business.
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All currency figures expressed herein are expressed in thousands, except share or per share amounts.
GENERAL
Apollo Commercial Real Estate Finance, Inc. is a real estate investment trust (“REIT”) that primarily originates, acquires, invests in and manages performing commercial first mortgage loans, subordinate financings, commercial mortgage-backed securities (“CMBS”) and other commercial real estate-related debt investments. These asset classes are referred to as the Company’s target assets.
The Company is externally managed and advised by ACREFI Management, LLC (the “Manager”), an indirect subsidiary of Apollo Global Management, LLC (together with its subsidiaries, “Apollo”), a leading global alternative investment manager with a contrarian and value oriented investment approach in private equity, credit-oriented capital markets and real estate. Apollo had total assets under management of $160 billion as of
December 31, 2014
. The Manager is led by an experienced team of senior real estate professionals who have significant experience in commercial property investing, financing and ownership. The Manager benefits from the investment, finance and managerial expertise of Apollo’s private equity, credit-oriented capital markets and real estate investment professionals. The Company believes its relationship with Apollo provides the Company with significant advantages in sourcing, evaluating, underwriting and managing investments in the Company’s target assets.
The Company’s principal business objective is to make investments in its target assets in order to provide attractive risk adjusted returns to its stockholders over the long term, primarily through dividends and secondarily through capital appreciation. As of
December 31, 2014
, the Company held a diversified portfolio comprised of approximately
$458,520
of commercial mortgage loans,
$561,182
of subordinate loans and
$539,835
of CMBS. The Company has financed this portfolio as of
December 31, 2014
with
$622,194
of borrowings under the Company’s master repurchase agreements as well as the proceeds of offerings of $254,750 aggregate principal amount of 5.50% Convertible Senior Notes due 2019 (the "Convertible Senior Notes").
The Company is a Maryland corporation that was organized in 2009 and has elected to be taxed as a REIT, for U.S. federal income tax purposes, commencing with its year ended December 31, 2009. The Company generally is not subject to U.S. federal income taxes on its taxable income to the extent that it annually distributes its net taxable income to stockholders and maintains its intended qualification as a REIT. The Company also operates its business in a manner intended to allow it to remain excluded from registration as an investment company under the 1940 Act.
INVESTMENT STRATEGY
To identify attractive opportunities within its target assets, the Company relies on the expertise of the Manager and its affiliates as well as their platform which integrates real estate experience with private equity and capital markets, in transaction sourcing, underwriting, execution, asset operation, management and disposition. In the near-to-medium term, the Company expects to continue to deploy its capital through the origination and acquisition of senior performing commercial mortgage loans, subordinate financings, CMBS and other commercial real-estate related debt investments at attractive risk-adjusted yields.
The Company targets investments that are secured by institutional quality real estate. The Company’s underwriting includes a focus on stressed in-place cash flows, debt yields, debt service coverage ratios, loan-to-values, property quality and market and sub-market dynamics. The Manager may also take advantage of opportunistic pricing dislocations created by distressed sellers or distressed capital structures where a lender or holder of a loan or security is in a compromised situation due to the relative size of its portfolio, the magnitude of nonperforming loans, or regulatory/rating agency issues driven by potential capital adequacy or concentration issues. In pursuing investments with attractive risk-reward profiles, the Company incorporates its views of the current and future economic environment, its outlook for real estate in general and particular asset classes and its assessment of the risk-reward profile derived from its underwriting and cash flow analysis, including taking into account relative valuation, supply and demand fundamentals, the level of interest rates, the shape of the yield curve, prepayment rates, financing and liquidity, real estate prices, delinquencies, default rates, recovery of various sectors and vintage
1
of collateral. In general, the Company pursues a value-driven approach to underwriting and diligence, consistent with the historical investment strategy of the Manager and its affiliates. Each prospective investment receives a rigorous, credit-oriented evaluation towards determining the risk/return profile of the opportunity and the appropriate pricing and structure for the prospective investment. On the Company’s behalf, the Manager has implemented underwriting standards founded on fundamental market and credit analyses with a focus on current and sustainable cash flows. These underwriting standards place a particular emphasis on due diligence of the sponsor/borrower. All investment decisions are made with a view to maintaining the Company’s qualification as a REIT and its exclusion from registration under the 1940 Act.
FINANCING STRATEGY
The Company uses borrowings as part of its financing strategy. The Company believes the amount of leverage it uses is consistent with the Company’s intention of keeping total borrowings within a prudent range, as determined by the Manager, taking into account a variety of factors, which may include the anticipated liquidity and price volatility of target assets in the Company’s investment portfolio, the potential for losses and extension risk in the Company’s investment portfolio, the gap between the duration of assets and liabilities, including hedges, the availability and cost of financing the assets, the creditworthiness of the Company’s financing counterparties, the health of the global economy and commercial and residential mortgage markets, the outlook for the level, slope, and volatility of interest rate movement, the credit quality of the Company’s target assets and the type of collateral underlying such target assets. In utilizing leverage, the Company seeks to enhance equity returns while limiting interest rate exposure. In addition to current repurchase facilities, the Company may access additional repurchase facilities and more traditional borrowings such as credit facilities. As of
December 31, 2014
, the Company had
$20,166
of borrowings outstanding under the Company’s master repurchase agreement with Wells Fargo Bank, N.A. (“Wells Fargo”) (the “Wells Facility”),
$168,124
of borrowings outstanding under the Company’s $100,000 repurchase facility with JPMorgan Chase Bank, N.A. (“JPMorgan”) (the “JPMorgan Facility”) and
$133,899
of borrowings outstanding under the Company's repurchase facility with UBS AG, London Branch ("UBS") (the "UBS Facility").
To the extent market conditions improve and markets stabilize over time, the Company may increase its borrowing levels. In the future, the Company may also seek to raise further equity or debt capital in order to fund future investments. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a further discussion of the Company’s borrowings as of
December 31, 2014
.
From time to time, the Company utilizes derivative financial instruments to hedge the interest rate risk associated with its borrowings. Under the U.S. federal income tax laws applicable to REITs, the Company generally is able to enter into certain transactions to hedge indebtedness it incurs to acquire or carry real estate assets, although the total gross income from interest rate hedges that does not meet this requirement and other non-qualifying sources generally must not exceed 5% of the Company’s gross income.
The Company also may engage in a variety of interest rate management techniques that seek to mitigate changes in interest rates or other potential influences on the values of its assets. The U.S. federal income tax rules applicable to REITs may require the Company to implement certain of these techniques through a domestic taxable REIT subsidiary (“TRS”) that is fully subject to U.S. federal corporate income taxation.
The Company may attempt to reduce interest rate risk and to minimize exposure to interest rate fluctuations through the use of match funded financing structures, when appropriate, whereby the Company may seek (1) to match the maturities of its debt obligations with the maturities of its assets and (2) to match the interest rates on its assets with like-kind debt (i.e., the Company may finance floating rate assets with floating rate debt and fixed-rate assets with fixed-rate debt), directly or through the use of interest rate swap agreements, interest rate cap agreements, or other financial instruments, or through a combination of these strategies. The Company expects these instruments will allow it to minimize, but not eliminate, the risk that the Company may have to refinance its liabilities before the maturities of its assets and to reduce the impact of changing interest rates on its earnings.
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the Company’s borrowings under repurchase agreements as of
December 31, 2014
.
CORPORATE GOVERNANCE
The Company strives to maintain an ethical workplace in which the highest standards of professional conduct are practiced.
2
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The Company’s board of directors is composed of a majority of independent directors. The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Company's board of directors are composed exclusively of independent directors.
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In order to foster the highest standards of ethics and conduct in all business relationships, the Company has adopted a Code of Business Conduct and Ethics and Corporate Governance Guidelines, which cover a wide range of business practices and procedures that apply to all of its directors and officers. In addition, the Company has implemented Whistle Blowing Procedures for Accounting and Auditing Matters (the “Whistleblower Policy”) that set forth procedures by which Covered Persons (as defined in the Whistleblower Policy) may raise, on a confidential basis, concerns regarding, among other things, any questionable or unethical accounting, internal accounting controls or auditing matters with the Audit Committee. Third parties, such as clients, shareholders or competitors of the Company may also report a good faith complaint regarding such matters.
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The Company has an insider trading policy that prohibits any of its directors or employees, partners, directors and officers of Apollo, as well as others, from buying or selling the Company’s securities on the basis of material nonpublic information.
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COMPETITION
The Company’s net income depends, in part, on management’s ability to acquire assets at favorable spreads over its borrowing costs. In acquiring target assets, the Company competes with other REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, financial institutions, governmental bodies and other entities. In addition, there are other REITs with similar asset acquisition objectives and others may be organized in the future. These other REITs will increase competition for the available supply of mortgage assets suitable for purchase and origination. These competitors may be significantly larger than the Company, have access to greater capital and other resources or may have other advantages. In addition, some competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments,
and establish more relationships, than the Company. Current market conditions may attract more competitors, which may increase the competition for sources of investment and financing. An increase in the competition for sources of funding could adversely affect the availability and cost of financing, and thereby adversely affect the market price of the Company’s common stock.
EMPLOYEES; STAFFING
The Company has no employees and is managed by the Manager pursuant to the management agreement between the Manager and the Company, dated as of September 23, 2009 (the “Management Agreement”). All of the Company’s officers are employees of the Manager or its affiliates.
AVAILABLE INFORMATION
The Company maintains a website at www.apolloreit.com and makes available, free of charge, on the Company’s website (a) the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (including any amendments thereto), proxy statements and other information (collectively, the “Company Documents”) filed with, or furnished to, the SEC, as soon as reasonably practicable after such documents are so filed or furnished, (b) Corporate Governance Guidelines, (c) Code of Business Conduct and Ethics and (d) written charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the board of directors. The Company’s documents filed with, or furnished to, the SEC are also available for review and copying by the public at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549 and at the SEC’s website at www.sec.gov. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The Company provides copies of its Corporate Governance Guidelines and Code of Business Conduct and Ethics, free of charge, to stockholders who request it. Requests should be directed to Investor Relations at Apollo Commercial Real Estate Finance, Inc., c/o Apollo Global Management, LLC, 9 West 57th Street, 43rd Floor, New York, New York 10019.
3
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Item 1A.
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Risk Factors
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All currency figures expressed herein are expressed in thousands, except share or per share amounts.
The Company’s business and operations are subject to a number of risks and uncertainties, the occurrence of which could adversely affect its business, financial condition, results of operations and ability to make distributions to stockholders and could cause the value of the Company’s capital stock to decline.
RISKS RELATED TO THE COMPANY’S RELATIONSHIP WITH ITS MANAGER
The Company does not have a policy that expressly prohibits its directors, officers, security holders or affiliates from engaging for their own account in business activities of the types conducted by the Company.
The Company does not have a policy that expressly prohibits its directors, officers, security holders or affiliates from engaging for their own account in business activities of the types conducted by the Company. However, the Company’s code of business conduct and ethics contains a conflicts of interest policy that prohibits its directors and executive officers, as well as personnel of the Manager or Apollo who provide services to the Company, from engaging in any transaction that involves an actual conflict of interest with the Company without the approval of a majority of the Company’s independent directors. In addition, the Management Agreement does not prevent the Manager and its affiliates from engaging in additional management or investment opportunities, some of which could compete with the Company.
There are various conflicts of interest in the Company’s relationship with Apollo which could result in decisions that are not in the best interests of the Company’s stockholders. The ability of the Manager and its officers and employees to engage in other business activities may reduce the time the Manager spends managing the Company’s business.
The Company is subject to conflicts of interest arising out of its relationship with Apollo, including the Manager. The Company has and may enter into transactions with Apollo and other Apollo vehicles. In particular, the Company has invested in and may in the future invest in, or acquire, certain of its investments through joint ventures with Apollo or its affiliates or purchase assets from, sell assets to or arrange financing from or provide financing to other Apollo vehicles. Any such transactions require approval by a majority of the Company’s independent directors. In certain instances the Company may invest alongside other Apollo vehicles in different parts of the capital structure of the same issuer. Depending on the size and nature of such investment, such transactions may require approval by a majority of the Company’s independent directors. There can be no assurance that any procedural protections will be sufficient to assure that these transactions will be made on terms that will be at least as favorable to the Company as those that would have been obtained in an arm’s length transaction.
In addition to the Company, an affiliate of the Manager manages other investment vehicles whose core investment strategies focus on one or more of the Company’s target asset classes. To the extent such other Apollo vehicles or other vehicles that may be organized in the future seek to acquire or divest of the same target assets as the Company, the scope of opportunities otherwise available to the Company may be adversely affected and/or reduced.
The Manager and Apollo have an investment allocation policy in place that is intended to ensure that every Apollo vehicle, including the Company, is treated in a manner that, over time, is fair and equitable. According to this policy, investments may be allocated by taking into account factors, including but not limited to, available capital and net asset value of the investment vehicles, suitability of the investment, order size, investment objectives, permitted leverage and available financing, current income expectations, the size, liquidity and duration of the available investment, seniority and other capital structure considerations and the tax implications of an investment. The investment allocation policy may be amended by the Manager and Apollo at any time without the Company’s consent.
In addition to the fees payable to the Manager under the Management Agreement, the Manager and its affiliates may benefit from other fees paid to it in respect of the Company’s investments. For example, if the Company seeks to securitize its commercial mortgage loans, Apollo and/or the Manager may act as collateral manager. In any of these or other capacities, Apollo and/or the Manager may receive market based fees for their roles, but only if approved by a majority of the Company’s independent directors.
Further, certain of the Company’s officers and directors, and the officers and other personnel of the Manager, also serve or may serve as officers, directors or partners of other Apollo vehicles. Accordingly, the ability of the Manager and its officers and employees to engage in other business activities may reduce the time the Manager spends managing the Company’s business. Further, the officers and other personnel of the Manager may be called upon to provide managerial assistance to other Apollo vehicles. These demands on their time may reduce the time the Company’s officers and officers of the Manager may have available to spend managing the Company’s business and distract them or slow the rate of investment.
4
The Manager’s and Apollo’s liability is limited under the Management Agreement, and the Company has agreed to indemnify the Manager against certain liabilities. As a result, the Company could experience poor performance or losses for which the Manager would not be liable.
Pursuant to the Management Agreement, the Manager does not assume any responsibility other than to render the services called for thereunder and is not responsible for any action of the Company’s board of directors in following or declining to follow its advice or recommendations. Under the terms of the Management Agreement, the Manager, its officers, members, managers, directors, personnel, any person controlling or controlled by the Manager and any person providing services to the Manager (including Apollo) are not liable to the Company, any subsidiary of the Company, the Company’s stockholders or partners or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Management Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence, or reckless disregard of their duties under the Management Agreement. In addition, the Company has agreed to indemnify the Manager, its officers, stockholders, members, managers, directors, personnel, any person controlling or controlled by the Manager and any person providing services to the Manager (including Apollo) with respect to all expenses, losses, damages, liabilities, demands, charges and claims arising from acts of the Manager not constituting bad faith, willful misconduct, gross negligence, or reckless disregard of duties, performed in good faith in accordance with and pursuant to the Management Agreement.
Under the Management Agreement, the Manager has a contractually defined duty to us rather than a fiduciary duty.
Under the Management Agreement, the Manager maintains a contractual as opposed to a fiduciary relationship with the Company that limits its obligations to the Company to those specifically set forth in the agreement.
The Manager’s failure to make investments on favorable terms that satisfy the Company’s investment strategy and otherwise generate attractive risk-adjusted returns would materially and adversely affect the Company.
The Company’s ability to achieve its investment objectives depends on its ability to grow, which depends, in turn, on the management team of the Manager and its ability to identify and to make investments on favorable terms that meet the Company’s investment criteria as well as on the Company’s access to financing on acceptable terms. The Company’s ability to grow is also dependent upon the Manager’s ability to successfully hire, train, supervise and manage new personnel. The Company may not be able to manage growth effectively or to achieve growth at all. Any failure to manage the Company’s future growth effectively could have a material adverse effect on the Company’s business, financial condition and results of operations.
The Management Agreement was negotiated between related parties and its terms, including fees payable to the Manager, may not be as favorable to the Company as if they had been negotiated with an unaffiliated third party.
The Management Agreement was negotiated between related parties and its terms, including fees payable to the Manager, may not be as favorable to the Company as if they had been negotiated with an unaffiliated third party. In addition, the Company may choose not to enforce, or to enforce less vigorously, its rights under the Management Agreement because of its desire to maintain an ongoing relationship with the Manager. The ability of the Manager and its officers and employees to engage in other business activities may reduce the time the Manager spends managing the Company.
The termination of the Management Agreement may be difficult and costly, which may adversely affect the Company’s inclination to end its relationship with the Manager.
Termination of the Management Agreement with the Manager without cause is difficult and costly. The Management Agreement provides that, in the absence of cause, it may only be terminated by the Company, upon the vote of at least two thirds of the Company’s independent directors based upon: (i) the Manager’s unsatisfactory performance that is materially detrimental to the Company, or (ii) a determination that the management fees payable to the Manager are not fair, subject to the Manager’s right to prevent termination based on unfair fees by accepting a reduction of management fees agreed to by at least two thirds of the Company’s independent directors. The Manager will be provided 180 days prior notice of any such termination. Additionally, upon a termination by the Company without cause (or upon a termination by the Manager due to the Company’s material breach), the Management Agreement provides that the Company will pay the Manager a termination payment equal to three times the average annual base management fee earned by the Manager during the 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter. This provision increases the effective cost to the Company of electing not to renew, or defaulting in its obligations under, the Management Agreement, thereby adversely affecting the Company’s inclination to end its relationship with the Manager, even if the Company believes the Manager’s performance is not satisfactory.
5
The current term of the Management Agreement expires on September 29, 2015, and is automatically renewed for successive one-year terms on each anniversary thereafter; provided, however, that either the Company, under the certain limited circumstances, described above, which would require the Company to pay the fee described above, or the Manager may terminate the Management Agreement annually upon 180 days prior notice. If the Management Agreement is terminated and no suitable replacement is found to manage the Company, the Company may not be able to continue to execute its business plan.
The Company does not own the Apollo name, but it may use the name pursuant to a license agreement with Apollo. Use of the name by other parties or the termination of the Company’s license agreement may harm its business.
The Company has entered into a license agreement with Apollo pursuant to which it has granted the Company a non-exclusive, royalty-free license to use the name “Apollo.” Under this agreement, the Company has a right to use this name for so long as the Manager serves as the Company’s manager pursuant to the Management Agreement. Apollo retains the right to continue using the “Apollo” name. The Company cannot preclude Apollo from licensing or transferring the ownership of the “Apollo” name to third parties, some of whom may compete with the Company. Consequently, the Company would be unable to prevent any damage to goodwill that may occur as a result of the activities of Apollo or others. Furthermore, in the event that the license agreement is terminated, the Company will be required to change its name and cease using the name. Any of these events could disrupt the Company’s recognition in the market place, damage any goodwill it may have generated and otherwise harm its business. The license agreement will terminate concurrently with the termination of the Management Agreement.
The manner of determining the base management fee may not provide sufficient incentive to the Manager to maximize risk-adjusted returns on the Company’s investment portfolio since it is based on the Company’s stockholders’ equity (as defined in the Management Agreement) and not on other measures of performance.
The Manager is entitled to receive a base management fee that is based on the amount of the Company’s stockholders’ equity (as defined in the Management Agreement) at the end of each quarter, regardless of the Company’s performance. The Company’s stockholders’ equity for the purposes of calculating the base management fee is not the same as, and could be greater than, the amount of stockholders’ equity shown on the Company’s consolidated financial statements. The possibility exists that significant base management fees could be payable to the Manager for a given quarter despite the fact that the Company experienced a net loss during that quarter. The Manager’s entitlement to such significant nonperformance-based compensation may not provide sufficient incentive to the Manager to devote its time and effort to source and maximize risk-adjusted returns on the Company’s investment portfolio, which could, in turn, adversely affect the Company’s ability to pay dividends to its stockholders and the market price of its common stock. Furthermore, the compensation payable to the Manager will increase as a result of future equity offerings, even if the offering is dilutive to existing stockholders.
The Manager manages the Company’s investment portfolio pursuant to very broad investment guidelines and the Company’s board of directors does not approve each investment decision made by the Manager, which may result in the Company making riskier investments.
The Manager is authorized to follow very broad investment guidelines and to make most investments without prior approval of the Company’s board of directors. Furthermore, the Manager may use complex strategies and transactions entered into by the Manager that may be difficult or impossible to unwind by the time they are reviewed by the Company’s directors. The Manager has great latitude within the broad investment guidelines in determining the types of assets that are proper investments for the Company, which could result in investment returns that are substantially below expectations or that result in losses, which would materially and adversely affect the Company’s business operations and results. Decisions made and investments entered into by the Manager may not fully reflect your best interests.
The Manager may change its investment process, or elect not to follow it, without stockholder consent at any time which may adversely affect the Company’s investments.
The Manager may change its investment process without stockholder consent at any time. In addition, there can be no assurance that the Manager will follow the investment process in relation to the identification and underwriting of prospective investments. Changes in the Manager’s investment process may result in inferior due diligence and underwriting standards, which may affect the Company’s investments.
Possession of material, non-public information could prevent the Company from undertaking advantageous transactions; Apollo could decide to establish information barriers.
Apollo generally follows an open architecture approach to information sharing within the larger Apollo organization and does not normally impose information barriers among Apollo and certain of its affiliates. If the Manager were to receive material non-public information about a particular company, or have an interest in investing in a particular company, Apollo or certain of its affiliates may be prevented from investing in or disposing of investments in such company. Conversely, if Apollo
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or certain of its affiliates were to receive material non-public information about a particular company, or have an interest in investing in a particular company, the Company may be prevented from investing in or disposing of investments in such company. This risk affects the Company more than it does investment vehicles that are not related to Apollo, as Apollo generally does not use information barriers that many firms implement to separate persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. Apollo’s approach to these barriers could prevent the Manager’s investment professionals from undertaking advantageous investments or dispositions that would be permissible for them otherwise. In addition, Apollo could in the future decide to establish information barriers, particularly as its business expands and diversifies. In such event, Apollo’s ability to operate as an integrated platform will be restricted and the Manager’s resources may be limited.
The Company is dependent on the Manager and its key personnel for the Company’s success and upon their access to Apollo’s investment professionals and partners. The Company may not find a suitable replacement for the Manager if the Management Agreement is terminated, or if key personnel leave the employment of the Manager or Apollo or otherwise become unavailable to the Company.
The Company does not have any employees and it relies completely on the Manager to provide it with investment and advisory services. The Company has no separate facilities and is completely reliant on the Manager, which has significant discretion as to the implementation of the Company’s operating policies and strategies. The Company depends on the diligence, skill and network of business contacts of the Manager. The Company benefits from the personnel, relationships and experience of the Manager’s executive team and other personnel and investors of Apollo. The executive officers and key personnel of the Manager evaluate, negotiate, close and monitor the Company’s investments; therefore, the Company’s success will depend on their continued service. The Company also depends, to a significant extent, on the Manager’s access to the investment professionals and partners of Apollo and the information and deal flow generated by the Apollo investment professionals in the course of their investment and portfolio management activities.
The departure of any senior personnel of the Manager, or of a significant number of the investment professionals or partners of Apollo, could have a material adverse effect on the Company’s ability to achieve its investment objectives. In addition, the Company offers no assurance that the Manager will remain its investment manager or that the Company will continue to have access to the Manager’s or Apollo’s executive officers and other investment professionals. The current term of the Management Agreement with the Manager expires on September 29, 2015, with automatic one-year renewals thereafter. If the Management Agreement is terminated and no suitable replacement is found to manage it, the Company may not be able to continue to execute its business plan.
The Company's business may be adversely affected if its reputation, the reputation of the Manager or Apollo, or the reputation of counterparties with whom the Company associates is harmed.
The Company may be harmed by reputational issues and adverse publicity relating to the Company, the Manager or Apollo. Issues could include real or perceived legal or regulatory violations or could be the result of a failure in performance, risk-management, governance, technology or operations, or claims related to employee misconduct, conflict of interests, ethical issues or failure to protect private information, among others. Similarly, market rumors and actual or perceived association with counterparties whose own reputation is under question could harm the Company's business. Such reputational issues may depress the market price of the Company's capital stock or have a negative effect on the Company's ability to attract counterparties for its transactions, or otherwise adversely affect the Company.
Investigations and reviews of Apollo affiliates’ use of placement agents could harm the Company’s reputation, depress its stock price or have other negative consequences.
Affiliates of the Manager sometimes use placement agents to assist in marketing certain of the investment funds that they manage. Various state attorneys general and federal and state agencies have initiated industry-wide investigations into the use of placement agents in connection with the solicitation of investments, particularly with respect to investments by public pension funds. Certain affiliates of the Manager have received subpoenas and other requests for information from various government regulatory agencies and investors in Apollo’s funds, seeking information regarding the use of placement agents. Any unanticipated developments from these or future investigations or changes in industry practice may adversely affect Apollo’s business (including with respect to the Manager) or indirectly thereby, the Company’s business. Even if these investigations or changes in industry practice do not directly or indirectly affect Apollo’s or the Company’s respective businesses, adverse publicity could harm the Company’s reputation and may depress its stock price or have other negative consequences.
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RISKS RELATING TO THE COMPANY’S BUSINESS AND STRUCTURE
The Company operates in a competitive market for investment opportunities and future competition may limit its ability to acquire desirable investments in or dispose of its target assets and could also affect the pricing of these securities.
A number of entities compete with the Company to make the types of investments that the Company plans to make. The Company competes with other REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, financial institutions, governmental bodies and other entities. Many of the Company’s competitors are substantially larger and have considerably greater financial, technical and marketing resources than the Company does. Several other mortgage REITs have recently raised, or are expected to raise, significant amounts of capital, and may have investment objectives that overlap with the Company’s, which may create competition for investment opportunities. Some competitors may have a lower cost of funds and access to funding sources that may not be available to the Company. Many of the Company’s competitors are not subject to the operating constraints associated with REIT qualification or maintenance of the Company’s exclusion from registration under the 1940 Act. Furthermore, competition for investments in the Company’s target assets may lead to the price of such assets increasing, which may further limit the Company’s ability to generate desired returns. The Company cannot assure you that the competitive pressures it faces will not have a material adverse effect on its business, financial condition and results of operations. Also, as a result of this competition, the Company may not be able to take advantage of attractive investment opportunities from time to time, and the Company can offer no assurance that it will be able to identify and make investments that are consistent with its investment objective.
The Company’s ability to generate returns for its stockholders through its investment, finance and operating strategies is subject to then existing market conditions, and it may make significant changes to these strategies in response to changing market conditions, which could adversely impact the Company's profitability and risk profile.
The Company has been formed to generate attractive risk-adjusted returns to its stockholders over the long term, primarily through dividends and secondarily through capital appreciation. The Company intends to achieve this objective by originating, investing in, acquiring, financing and managing a diversified portfolio of its target assets. In the future, the Company may, depending on prevailing market conditions, change its investment guidelines in response to opportunities available in different interest rate, economic and credit environments. The Company has in the past made and in the future may make such changes at any time with the approval of its board of directors but without the consent of its stockholders. Future changes in the Company’s investment policies could adversely impact the Company’s profitability and risk profile.
The Company depends on information systems and systems failures could significantly disrupt its business, which may, in turn, negatively affect the market price of the Company’s common stock and its ability to pay dividends.
The Company's business depends on the communications and information systems of Apollo and other third-party service providers. Any failure or interruption of the systems of Apollo or any other counterparties that the Company relies on could cause delays or other problems in the Company’s securities trading activities and operations, which could have a material adverse effect on the Company’s operating results and negatively affect the market price of its common stock and its ability to pay dividends to stockholders.
Cybersecurity risks and cyber incidents may adversely affect the Company's business by causing a disruption to the Company's operations, a compromise or corruption of the Company's confidential information, and/or damage to the Company's business relationships, all of which could negatively impact the Company's financial results.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the Company's information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to the Company's information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to the Company's investor relationships. As the Company's reliance on technology has increased, so have the risks posed to its information systems, both internal and those provided by Apollo and third-party service providers. Apollo has implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as the Company's increased awareness of the nature and extent of a risk of a cyber incident, do not guarantee that the Company's financial results, operations or confidential information will not be negatively impacted by such an incident.
The Company cannot assure its stockholders of its ability to pay dividends in the future.
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The Company is generally required to annually distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain, each year for the Company to qualify as a REIT under the Internal Revenue Code, which requirement the Company currently intends to satisfy through quarterly distributions of all or substantially all of its REIT taxable income in such year, subject to certain adjustments. Dividends will be declared and paid at the discretion of the Company’s board of directors and will depend on the Company’s REIT taxable earnings, its financial condition, maintenance of its REIT qualification and such other factors as the board may deem relevant from time to time. The Company’s ability to pay dividends may be negatively impacted by adverse changes in its operating results.
The Company cannot at the present time predict the unintended consequences and market distortions that may stem from far-ranging governmental intervention in the economic and financial system or from regulatory reform of the oversight of financial markets.
The U.S. government, the U.S. Federal Reserve (the "Federal Reserve"), the U.S. Treasury, the SEC and other governmental and regulatory bodies have taken or are taking various actions to address the underlying causes of, and to contain the fallout from, the global financial crisis in 2007 and 2008. For example, on July 21, 2010 President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act the (“Dodd-Frank Act”). Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on us and, more generally, the financial services and mortgage industries. The Dodd-Frank Act impacted the asset-backed securitization markets, including the CMBS market, most notably by imposing credit risk retention requirements on securitizers, which were finalized by various rule making regulators in October 2014, with an effective date of December 24, 2016 for commercial mortgage-backed securitizations. In addition to the foregoing, the U.S. Government, Federal Reserve, Treasury and other governmental and regulatory bodies, such as the Financial Stability Oversight Council, a panel comprising top U.S. financial regulators, may scrutinize or seek to implement changes to regulation which could negatively impact mortgage REITs, such as the Company. The Company cannot predict whether or when such actions may occur, and such actions could have a dramatic impact on the Company’s business, results of operations and financial condition.
The Company may be unable to operate within the parameters that allow it to be excluded from regulation as a commodity pool operator, which would subject the Company to additional regulation and compliance requirements, and could materially adversely affect its business and financial condition.
The enforceability of agreements underlying certain derivative transactions may depend on compliance with applicable statutory and other regulatory requirements and, depending on the identity of the counterparty, applicable international statutory and regulatory requirements. Recently, regulations have been promulgated by U.S. and foreign regulators attempting to strengthen oversight of derivative contracts. The Dodd-Frank Act established a comprehensive new regulatory framework for derivative contracts commonly referred to as “swaps,” which requires that many swaps be executed on a regulated market and cleared through a central counterparty, which may result in increased margin requirements and costs. In addition, under the Dodd-Frank Act, any investment fund that trades in swaps may be considered a “commodity pool,” which would cause its operators to be regulated as a “commodity pool operator” (a “CPO”). In December 2012, the Commodity Futures Trading Commission issued a no-action letter giving relief to operators of mortgage REITs from the requirements applicable to CPOs. In order to qualify, the Company must, among other non-operation requirements: (1) limit its initial margin and premiums for commodity interests (swaps and exchange-traded derivatives) to no more than 5% of the fair market value of its total assets; and (2) limit its net income from commodity interests that are not “qualifying hedging transactions” to less than 5% of its gross income. The need to operate within these parameters could limit the use of swaps by the Company below the level that the Manager would otherwise consider optimal or may lead to the registration of the Manager or directors of the Company as commodity pool operators, which will subject the Company to additional regulatory oversight, compliance and costs.
Past and potential future credit rating downgrades of the U.S. and certain European countries and the failure to resolve issues related to the “fiscal cliff” and the U.S. debt ceiling may materially adversely affect the Company's business, liquidity, financial condition and results of operations.
Financial markets have recently been affected by concerns over U.S. fiscal policy. Although the U.S. Government passed legislation at the beginning of 2013 averting the so-called ‘‘fiscal cliff’’ (which, in the absence of such legislation, would have resulted in automatic tax increases and spending cuts at the end of 2012), significant uncertainty remains relating to the stability of the U.S. fiscal and budgetary policy. This uncertainty, together with the continuing U.S. debt and budget deficit concerns, as well as recent issues relating to sovereign debt conditions in Europe, continue to contribute to the possibility of additional economic slowdowns and/or credit rating downgrades. The impact of U.S. fiscal uncertainty, or any further downgrades to the U.S. Government’s sovereign credit rating, or its perceived creditworthiness, or the impact of the recent crisis in Europe with respect to the ability of certain countries to continue to service their sovereign debt obligations, is inherently unpredictable and could adversely affect U.S. and global financial markets and economic conditions. In addition, any further downgrade of U.S.
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Government securities by credit rating agencies, and/or a worsening or expansion of the recent crisis in Europe, may have an adverse impact on fixed income markets, which in turn could cause the Company's net income to decline or have a material adverse effect on the Company's financial condition.
If the European economic situation were to worsen, or expand to other countries within Europe, the Company may be subject to enhanced risk of counterparty failure as well as related problems arising from a lack of liquidity in the Company's markets. There can be no assurance that governmental or other measures to aid economic recovery will be effective. These developments and the government’s credit concerns in general could cause interest rates and borrowing costs to rise, which may negatively impact the Company's ability to access the debt markets on favorable terms. Continued adverse economic conditions may negatively impact the value of the assets in the Company's portfolio, the Company's net income, liquidity and the Company's ability to finance its assets on favorable terms.
Certain provisions of Maryland law could inhibit changes in control.
Certain provisions of the Maryland General Corporation Law, or MGCL, may have the effect of deterring a third party from making a proposal to acquire the Company or of impeding a change in control under circumstances that otherwise could provide the holders of the Company’s common stock with the opportunity to realize a premium over the then-prevailing market price of the Company’s common stock. The Company is subject to the “business combination” provisions of the MGCL that, subject to limitations, prohibit certain business combinations (including a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities) between the Company and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the Company’s then outstanding voting stock or an affiliate or associate of the Company’s who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the Company’s then outstanding voting stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder. After the five-year prohibition, any business combination between the Company and an interested stockholder generally must be recommended by the Company’s board of directors and approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding shares of the Company’s voting stock; and (2) two-thirds of the votes entitled to be cast by holders of the Company’s voting stock other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if the Company’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a board of directors prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, the Company’s board of directors has by resolution exempted business combinations (1) between the Company and any other person, provided that such business combination is first approved by the Company’s board of directors (including a majority of the Company’s directors who are not affiliates or associates of such person) and (2) between the Company and Apollo and its affiliates and associates and persons acting in concert with any of the foregoing. As a result, any person described above may be able to enter into business combinations with the Company that may not be in the best interests of the Company’s stockholders, without compliance by the Company with the supermajority vote requirements and other provisions of the statute. There can be no assurance that the Company’s board of directors will not amend or revoke this exemption in the future.
The “control share” provisions of the MGCL provide that a holder of “control shares” of a Maryland corporation (defined as shares which, when aggregated with all other shares controlled by the stockholder (except solely by virtue of a revocable proxy), entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) has no voting rights with respect to such shares except to the extent approved by the Company’s stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquiror of control shares, the Company’s officers and personnel who are also directors. The Company’s bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of the Company’s stock. There can be no assurance that this provision will not be amended or eliminated at any time in the future.
The “unsolicited takeover” provisions of the MGCL permit the Company’s board of directors, without stockholder approval and regardless of what is currently provided in the Company’s charter or bylaws, to implement takeover defenses, some of which (for example, a classified board) the Company does not yet have. The Company’s charter contains a provision whereby it has elected to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on its board of directors. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for the Company or of delaying, deferring or preventing a change in control of the Company under the circumstances that otherwise could provide the holders of shares of common stock with the opportunity to realize a premium over the then current market price.
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Loss of the Company’s exclusion from registration under the 1940 Act would adversely affect the Company.
The Company conducts its operations so as not to become regulated as an investment company under the 1940 Act. Because the Company is a holding company that conducts its businesses primarily through wholly-owned subsidiaries, the securities issued by these subsidiaries that are exempted or otherwise excluded from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, together with any other investment securities the Company owns, may not have a combined value in excess of 40% of the value of the Company’s total assets on an unconsolidated basis, which the Company refers to as the 40% test. This requirement limits the types of businesses in which the Company may engage through its subsidiaries.
Certain of the Company’s subsidiaries qualify to be excluded from registration as an investment company under the 1940 Act pursuant to Section 3(c)(5)(C) of the 1940 Act, which is available for an entity “not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates, and who is primarily engaged in … the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This exclusion generally requires that at least 55% of the assets of an entity relying on this exclusion be comprised of what the SEC staff through a series of no action letters has characterized as “qualifying assets” and at least another 25% of the assets of such entity be comprised of either qualifying assets or what the SEC staff in such guidance has characterized as “real estate-related assets” under the 1940 Act (and no more than 20% comprised of miscellaneous assets). The Company expects any of its subsidiaries relying on Section 3(c)(5)(C) to rely on guidance published by the SEC staff to determine which assets are qualifying assets and which assets are real estate related under this exclusion to the extent such guidance is available. The SEC staff has determined in various no action letters that qualifying assets for this purpose include mortgage loans, certain B-Notes and mezzanine loans that satisfy various conditions specified in such SEC staff no-action letters. The SEC has not, however, published guidance with respect to some of the Company’s other target assets under Section 3(c)(5)(C). For assets for which the SEC staff has not published guidance, the Company intends to rely on its own analysis to determine which of such assets are qualifying and which of such assets are real estate related under this exclusion. For example, the Company intends to treat as real estate related assets CMBS, B-Notes and mezzanine loans that do not satisfy the qualifying asset conditions set forth in the relevant SEC staff no-action letters, as well as debt and equity securities of companies primarily engaged in real estate businesses. To the extent that the SEC staff publishes new or different guidance with respect to these matters, the Company may be required to adjust its strategy accordingly. In addition, the Company may be limited in its ability to make certain investments and these limitations could result in the subsidiary holding assets the Company might wish to sell or selling assets the Company might wish to hold. Although the Company monitors the portfolios of its subsidiaries relying on the Section 3(c)(5)(C) exclusion periodically and prior to each acquisition, there can be no assurance that such subsidiaries will be able to maintain this exclusion.
In August 2011, the SEC solicited public comment on a wide range of issues relating to Section 3(c)(5)(C) of the 1940 Act, including the nature of the assets that qualify for purposes of this exclusion. There can be no assurance that the laws and regulations governing the 1940 Act status of companies relying on Section 3(c)(5)(C) of the 1940 Act, including the SEC or its staff providing more specific or different guidance regarding this exclusion, will not change in a manner that adversely affects the Company’s operations. To the extent that the SEC staff provides more specific guidance regarding any of the matters bearing upon such exclusion, the Company may be required to adjust its strategy accordingly. Any additional guidance from the SEC staff could provide additional flexibility to the Company, or it could further inhibit the Company’s ability to pursue the strategies it has chosen.
The Company may organize subsidiaries in the future that may seek to rely on the 1940 Act exclusion provided to certain structured financing vehicles by Rule 3a-7. To comply with Rule 3a-7, any such subsidiary will need to comply with the restrictions described below, as well as any future guidance that may be issued by the SEC or its staff.
In general, Rule 3a-7 excludes from the 1940 Act issuers that limit their activities as follows:
•
the issuer issues securities the payment of which depends primarily on the cash flow from “eligible assets,” which are assets that by their terms convert into cash within a finite time period;
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the securities sold are fixed income securities rated investment grade by at least one rating agency except that fixed income securities which are unrated or rated below investment grade may be sold to institutional accredited investors and any securities may be sold to “qualified institutional buyers” and to persons involved in the organization or operation of the issuer;
•
the issuer acquires and disposes of eligible assets (1) only in accordance with the agreements pursuant to which the securities are issued and (2) so that the acquisition or disposition does not result in a downgrading of the issuer’s fixed income securities and (3) the eligible assets are not acquired or disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes; and
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unless the issuer is issuing only commercial paper, the issuer appoints an independent trustee, takes reasonable steps to transfer to the trustee an ownership or perfected security interest in the eligible assets, and meets rating agency requirements for commingling of cash flows.
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In addition, in certain circumstances, compliance with Rule 3a-7 may also require, among other things, that the indenture governing the subsidiary include additional limitations on the types of assets the subsidiary may sell or acquire out of the proceeds of assets that mature, are refinanced or otherwise sold, on the period of time during which such transactions may occur, and on the level of transactions that may occur. In light of the requirements of Rule 3a-7, there is no assurance that the Company’s future subsidiaries will be able to rely on this Rule and the Company’s ability to manage assets held in subsidiaries that rely on this Rule will be limited and may restrict the Company’s ability to purchase or sell assets owned by that subsidiary when the Company would otherwise desire to do so, which could lead to losses.
In the absence of further SEC staff guidance, the aggregate value of the Company’s interests in its subsidiaries that rely on Rule 3a-7, will need to amount to less than 20% of the Company’s total assets on an unconsolidated basis.
In August 2011, the SEC issued a release in which it indicated that it is considering proposing amendments to Rule 3a-7 to “reflect market developments since 1992, when Rule 3a-7 was adopted, and recent developments affecting asset-backed issuers.” Any amendments to Rule 3a-7 could provide additional flexibility or it could inhibit the ability of any Company subsidiary to rely on this Rule or to pursue certain strategies it has identified for such subsidiary.
The Company’s subsidiaries may rely on alternative exclusions from registration as an investment company under the 1940 Act outside of Section 3(c)(1) or Section 3(c)(7) for purposes of complying with the 40% test. These alternative exclusions may impose limitations on the subsidiary’s organizational form, the types of assets that the subsidiary may hold or require the subsidiary to qualify under a banking, insurance or other regulatory regime. There is no assurance that the Company’s subsidiaries will be able to rely on any alternative exclusions and the Company’s ability to manage assets held in subsidiaries that rely on these alternative exclusions will be limited.
The determination of whether an entity is a majority-owned subsidiary of the Company is made by the Company. The 1940 Act defines a majority-owned subsidiary of a person as a company 50% or more of the outstanding voting securities of which are owned by such person, or by another company which is a majority-owned subsidiary of such person. The 1940 Act further defines voting securities as any security presently entitling the owner or holder thereof to vote for the election of directors of a company. The Company treats companies in which it owns at least a majority of the outstanding voting securities as majority-owned subsidiaries for purposes of the 40% test. The Company has not requested the SEC to approve the Company’s treatment of any company as a majority-owned subsidiary and the SEC has not done so. If the SEC were to disagree with the Company’s treatment of one of more companies as majority-owned subsidiaries, the Company would need to adjust its strategy and its assets in order to continue to pass the 40% test. Any such adjustment in the Company’s strategy could have a material adverse effect on the Company.
The Company has organized special purpose subsidiaries that rely on Section 3(c)(7) for their 1940 Act exclusion to hold certain assets and, therefore, the Company’s interest in each of these subsidiaries constitutes an “investment security” for purposes of determining whether the Company passes the 40% test.
Qualification for exclusion from registration under the 1940 Act will limit the Company’s ability to make certain investments. For example, these restrictions will limit the ability of the Company’s subsidiaries to invest directly in CMBS that represent less than the entire ownership in a pool of mortgage loans, debt and equity tranches of securitizations and certain in assets not related to real estate.
If the Company failed to maintain its excluded status under the 1940 Act and became regulated as an investment company, the Company’s ability to, among other things, use leverage would be substantially reduced and, as a result, the Company would be unable to conduct its business as described in this annual report on Form 10-K.
If the Company or its subsidiaries fail to maintain an exception or exclusion from the 1940 Act, the Company could, among other things, be required either to (a) change the manner in which the Company conducts its operations to avoid being required to register as an investment company, (b) effect sales of the Company’s assets in a manner that, or at a time when, the Company would not otherwise choose to do so, or (c) register as an investment company, any of which could negatively affect the value of the Company’s common stock, the sustainability of its business model, and its ability to make distributions which could have an adverse effect on its business and the market price for shares of its common stock.
Securities eligible for future sale may have adverse effects on the market price of the Company's
common stock.
Subject to applicable law, the Company's board of directors has the authority, without further stockholder approval, to issue additional authorized shares of common stock and securities convertible into or exchangeable for the Company's common stock on the terms and for the consideration it deems appropriate. Additional securities offerings or issuance of additional common stock in connection with the conversion of convertible or exchangeable securities may dilute the holdings of the Company's existing stockholders or reduce the market price of its common stock, or both. Sales or other issuances of substantial amounts of the Company's common stock or the perception that such sales or issuances could occur, may adversely affect the prevailing market price the common stock.
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The Company’s authorized but unissued shares of common and preferred stock may prevent a change in control.
The Company’s charter authorizes it to issue additional authorized but unissued shares of common or preferred stock. In addition, the board of directors may, without stockholder approval, amend the Company’s charter to increase the aggregate number of the Company’s shares of stock or the number of shares of stock of any class or series that the Company has the authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the terms of the classified or reclassified shares. As a result, the Company’s board of directors may establish a series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for shares of the Company’s common stock or otherwise be in the best interests of its stockholders.
Certain provisions in the indenture governing the Convertible Senior Notes could delay or prevent an otherwise beneficial takeover or takeover attempt of the Company.
Certain provisions in the Convertible Senior Notes and the indenture governing the Convertible Senior Notes could make it more difficult or more expensive for a third party to acquire the Company. For example, if a takeover would constitute a fundamental change, holders of the Convertible Senior Notes will have the right to require the Company to repurchase their notes in cash. In addition, if a takeover constitutes a make-whole fundamental change, the Company may be required to increase the conversion rate for holders who convert their notes in connection with such takeover. In either case, and in other cases, the Company's obligations under the Convertible Senior Notes and the indenture could increase the cost of acquiring the Company or otherwise discourage a third party from acquiring the Company or removing incumbent management.
The Company’s rights and the rights of its stockholders to take action against its directors and officers are limited, which could limit stockholders' recourse in the event of actions not in stockholders' best interests.
The Company’s charter limits the liability of its present and former directors and officers to the Company and the Company’s stockholders for money damages to the maximum extent permitted under Maryland law. Under Maryland law, the Company’s present and former directors and officers do not have any liability to the Company and its stockholders for money damages other than liability resulting from:
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actual receipt of an improper benefit or profit in money, property or services; or
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active and deliberate dishonesty by the director or officer that was established by a final judgment and was material to the cause of action adjudicated.
The Company’s charter authorizes the Company to indemnify its directors and officers for actions taken by them in those and other capacities to the maximum extent permitted by Maryland law. The Company’s bylaws require it to indemnify each present and former director or officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service to the Company. The Company has entered into indemnification agreements with each of its directors and officers pursuant to which the Company may be obligated to pay or reimburse the defense costs incurred by the Company’s present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to indemnification.
The Company’s charter contains provisions that make removal of its directors difficult, which could make it difficult for stockholders to effect changes to the Company’s management.
The Company’s charter provides that, subject to the rights of any series of preferred stock, a director may be removed with or without cause upon the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum. These requirements make it more difficult to change the Company’s management by removing and replacing directors and may prevent a change in control of the Company that is in the best interests of stockholders.
Ownership limitations may restrict change of control or business combination opportunities in which the Company’s stockholders might receive a premium for their shares.
In order for the Company to qualify as a REIT, no more than 50% in value of its outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of any calendar year, and at least 100 persons must beneficially own the Company’s stock during at least 335 days of a taxable year of 12 months, or during a proportionate portion of a shorter taxable year. “Individuals” for this purpose include natural persons, private foundations, some employee benefit plans and trusts, and some charitable trusts. To preserve the Company’s REIT qualification, among other purposes, the Company’s charter generally prohibits any person from directly or indirectly owning more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of the Company’s capital stock or more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of the Company’s common stock. The Articles Supplementary for the Company's Preferred Stock prohibits any stockholder from beneficially or constructively owning more
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than 9.8% in value or in number of shares, whichever is more restrictive, of its outstanding Preferred Stock. The indenture governing the Convertible Senior Notes prohibits a holder of notes from receiving shares of the Company's stock upon conversion of the notes if such receipt would violate the ownership limitations contained in the Company’s charter. These ownership limits in the Company’s charter could have the effect of discouraging a takeover or other transaction in which holders of the Company’s common stock might receive a premium for their shares over the then prevailing market price or which holders might believe to be otherwise in their best interests. The Company’s board of directors has established exemptions from the ownership limits in the Company's charter which permit Apollo and certain of its affiliates to collectively hold up to 25% of the Company’s common stock and certain institutional investors and certain of their specified affiliates to collectively each hold up to 15% of the Company’s common stock.
RISKS RELATED TO THE COMPANY’S FINANCING
The Company’s access to private sources of financing may be limited and thus the Company’s ability to potentially enhance its returns may be adversely affected.
The Company’s access to private sources of financing depends upon a number of factors over which it has little or no control, including:
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general market conditions;
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the market’s view of the quality of the Company’s assets;
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the market’s perception of the Company’s growth potential;
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the Company’s eligibility to participate in and access capital from programs established by the U.S. Government;
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the Company’s current and potential future earnings and cash distributions; and
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the market price of the shares of the Company’s common stock.
Weakness in the capital and credit markets could adversely affect one or more private lenders and could cause one or more private lenders to be unwilling or unable to provide the Company with financing or to increase the costs of that financing. In addition, if regulatory capital requirements imposed on the Company’s private lenders change, they may be required to limit, or increase the cost of, financing they provide to the Company. In general, this could potentially increase the Company’s financing costs and reduce the Company’s liquidity or require it to sell assets at an inopportune time or price.
Consequently, depending on market conditions at the relevant time, the Company may have to rely more heavily on additional equity issuances, which may be dilutive to the Company’s stockholders, or on less efficient forms of debt financing that require a larger portion of the Company’s cash flow from operations, thereby reducing funds available for the Company’s operations, future business opportunities, cash distributions to stockholders and other purposes.
The Company leverages certain of its target assets, which may adversely affect the Company’s return on its investments and may reduce cash available for distribution.
The Company leverages certain of the Company’s target assets through borrowings under the repurchase agreements. Leverage can enhance the Company’s potential returns but can also exacerbate losses. The return on the Company’s investments and cash available for distribution to stockholders may be reduced if market conditions cause the cost of the Company’s financing to increase relative to the income that can be derived from the assets acquired, which could adversely affect the price of the Company’s common stock. In addition, the Company’s debt service payments will reduce cash flow available for distributions to stockholders. As a borrower, the Company is also subject to the risk that it may not be able to meet its debt service obligations. To the extent that the Company cannot meet its debt service obligations, the Company risks the loss of some or all of its assets to foreclosure or sale to satisfy its debt obligations.
The Company may increase the amount of leverage it uses in its financing strategy, which would subject it to greater risk of loss.
The Company’s charter and bylaws do not limit the amount of indebtedness the Company can incur; however, the Company is limited by certain financial covenants under its repurchase agreements. Consistent with the Company’s strategy of keeping leverage within a conservative range, the Company expects that its total borrowings on commercial mortgage and mezzanine loans will be in an amount that is approximately 35% of the value of its total commercial mortgage and mezzanine loans portfolio.
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However, the Company may increase the amount of leverage it utilizes at any time without approval of its stockholders. Incurring substantial debt could subject the Company to many risks that, if realized, would materially and adversely affect it, including the risk that:
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the Company’s cash flow from operations may be insufficient to make required payments of principal of and interest on the debt or the Company may fail to comply with all of the other covenants contained in the debt documents, which is likely to result in (i) acceleration of such debt (and any other debt containing a cross-default or cross-acceleration provision) that the Company may be unable to repay from internal funds or to refinance on favorable terms, or at all, (ii) the Company’s inability to borrow unused amounts under the Company’s financing arrangements, even if the Company is current in payments on borrowings under those arrangements and/or (iii) the loss of some or all of the Company’s assets to foreclosure or sale;
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the Company’s debt may increase its vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase with higher financing costs;
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the Company may be required to dedicate a substantial portion of its cash flow from operations to payments on its debt, thereby reducing funds available for operations, future business opportunities, stockholder distributions or other purposes; and
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the Company may not be able to refinance debt that matures prior to the investment it was used to finance on favorable terms, or at all.
Any credit facilities and repurchase agreements that the Company may use to finance its assets may require the Company to provide additional collateral or pay down debt.
As of January 31, 2015, the Company has five master repurchase agreements in place, with an aggregate borrowing capacity of $808,683. The Company may utilize credit facilities and additional repurchase agreements to finance its assets if they become available on acceptable terms. In the event the Company utilizes such financing arrangements, they may involve the risk that the market value of the Company’s assets pledged or sold by the Company to the repurchase agreement counterparty or provider of the credit facility may decline in value, in which case the lender may require the Company to provide additional collateral or to repay all or a portion of the funds advanced. The Company may not have the funds available to repay its debt at that time, which would likely result in defaults unless the Company is able to raise the funds from alternative sources, which the Company may not be able to achieve on favorable terms or at all. Posting additional collateral would reduce the Company’s liquidity and limit its ability to leverage its assets. If the Company cannot meet these requirements, the lender could accelerate the Company’s indebtedness, increase the interest rate on advanced funds and terminate the Company’s ability to borrow funds from them, which could materially and adversely affect the Company’s financial condition and ability to implement its business plan. In addition, in the event that the lender files for bankruptcy or becomes insolvent, the Company’s loans may become subject to bankruptcy or insolvency proceedings, thus depriving the Company, at least temporarily, of the benefit of these assets. Such an event could restrict the Company’s access to credit facilities and increase the Company’s cost of capital. The providers of repurchase agreement financing and credit facilities may also require the Company to maintain a certain amount of cash or set aside assets sufficient to maintain a specified liquidity position that would allow the Company to satisfy its collateral obligations. In the event that the Company is unable to meet these collateral obligations, the Company’s financial condition and prospects could deteriorate rapidly.
The Company’s existing repurchase facilities impose restrictive covenants.
The Company’s repurchase facilities contain restrictive covenants which impose limitations on the manner in which the Company conducts its business. These covenants may restrict the Company’s ability to engage in transactions that it believes would otherwise be in the best interests of its stockholders. Failure to comply with any of the covenants in the Company’s repurchase facilities could result in a default in those facilities. This could cause the Company’s lenders to accelerate the timing of payments which could have a material adverse effect on the Company’s business, financial condition and results of operations, its ability to make distributions to stockholders and the trading price of its common stock. For additional information about the Company’s repurchase facilities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Borrowings Under Various Financing Arrangements.”
Should the Company choose to employ non-recourse long-term securitizations in the future, such structures may expose the Company to risks which could result in losses to the Company.
The Company may seek to enhance the returns of all or a senior portion of the Company’s commercial mortgage loans through securitizations. To securitize the Company’s portfolio investments, the Company may create a wholly-owned subsidiary and contribute a pool of assets to the subsidiary. This could include the sale of interests in the subsidiary on a non-recourse basis to purchasers whom the Company would expect to be willing to accept a lower interest rate to invest in investment grade loan pools, and the Company would retain a portion of the equity in the securitized pool of portfolio
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investments. The successful securitization of the Company’s portfolio investments might expose the Company to losses as the commercial real estate investments in which the Company does not sell interests will tend to be those that are riskier and more likely to generate losses. Securitization financings could also restrict the Company’s ability to sell assets when it would otherwise be advantageous to do so.
An increase in the Company’s borrowing costs relative to the interest it receives on its leveraged assets may adversely affect the Company’s profitability and its cash available for distribution to its stockholders.
Borrowing rates are currently at historically low levels that may not be sustained in the long run. As the Company’s repurchase agreements and other short-term borrowings mature, it will be required either to enter into new borrowings or to sell certain of the Company’s assets. An increase in short-term interest rates at the time that the Company seeks to enter into new borrowings would reduce the spread between the returns on its assets and the cost of its borrowings. This could adversely affect the returns on the Company’s assets, which might reduce earnings and, in turn, cash available for distribution to its stockholders. In addition, because repurchase agreements and warehouse facilities are short-term commitments of capital, lenders may respond to market conditions making it more difficult for the Company to secure continued financing. If the Company is not able to renew its then existing facilities or arrange for new financing on terms acceptable to the Company, or if it defaults on its covenants or is otherwise unable to access funds under any of these facilities, the Company may have to curtail its asset acquisition activities and/or dispose of assets.
Interest rate fluctuations could reduce the income on the Company’s investments and could increase the Company’s financing costs, which may adversely affect the Company's earnings and its cash available for distribution to its stockholders.
Changes in interest rates will affect the Company’s operating results as such changes will affect the interest the Company receives on any floating rate interest bearing investments and the financing cost of its floating rate debt, as well as the Company’s interest rate swaps that it may utilize for hedging purposes. Changes in interest rates may also affect borrower default rates, which may result in losses for the Company. If a counterparty to the Company’s repurchase transactions defaults on its obligation to resell the underlying security back to the Company at the end of the transaction term or if the value of the underlying security has declined as of the end of that term or if the Company defaults on its obligations under the repurchase agreement, the Company will lose money on its repurchase transactions.
When the Company engages in repurchase transactions, it sells securities to lenders (i.e., repurchase agreement counterparties) and receives cash from the lenders. The lenders are obligated to resell the same securities back to the Company at the end of the term of the transaction. Because the cash the Company receives from the lender when it initially sells the securities to the lender is less than the value of those securities (this difference is referred to as the haircut), if the lender defaults on its obligation to resell the same securities back to the Company, the Company could incur a loss on the transaction equal to the amount of the haircut (assuming there was no change in the value of the securities). The Company could also lose money on a repurchase transaction if the value of the underlying securities has declined as of the end of the transaction term, as the Company would have to repurchase the securities for their initial value but would receive securities worth less than that amount. Further, if the Company defaults on one of its obligations under a repurchase transaction, the lender will be able to terminate the transaction and cease entering into any other repurchase transactions with the Company. Any losses the Company incurs on its repurchase transactions could adversely affect the Company’s earnings and thus its cash available for distribution to stockholders.
The Company’s rights under its repurchase agreements may be subject to the effects of the bankruptcy laws in the event of the bankruptcy or insolvency of the Company or its lenders under the repurchase agreements, which may allow the Company’s lenders to repudiate its repurchase agreements.
In the event of the Company’s insolvency or bankruptcy, certain repurchase agreements may qualify for special treatment under the U.S. Bankruptcy Code, the effect of which, among other things, would be to allow the lender under the applicable repurchase agreement to avoid the automatic stay provisions of the U.S. Bankruptcy Code and to foreclose on the collateral agreement without delay. In the event of the insolvency or bankruptcy of a lender during the term of a repurchase agreement, the lender may be permitted, under applicable insolvency laws, to repudiate the contract, and the Company’s claim against the lender for damages may be treated simply as an unsecured creditor. In addition, if the lender is a broker or dealer subject to the Securities Investor Protection Act of 1970, or an insured depository institution subject to the Federal Deposit Insurance Act, the Company’s ability to exercise its rights to recover its securities under a repurchase agreement or to be compensated for any damages resulting from the lender’s insolvency may be further limited by those statutes. These claims would be subject to significant delay and, if and when received, may be substantially less than the damages the Company actually incurs.
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The Company may enter into hedging transactions that could expose it to contingent liabilities in the future and adversely impact its financial condition.
Subject to maintaining the Company’s qualification as a REIT, the Company may enter into hedging transactions that could require it to fund cash payments in certain circumstances (e.g., the early termination of the hedging instrument caused by an event of default or other early termination event, or the decision by a counterparty to request margin securities it is contractually owed under the terms of the hedging instrument). The amount due would be equal to the unrealized loss of the open swap positions with the respective counterparty and could also include other fees and charges. These economic losses will be reflected in the Company’s results of operations, and its ability to fund these obligations will depend on the liquidity of the Company’s assets and access to capital at the time, and the need to fund these obligations could adversely impact the Company’s financial condition.
In addition, certain of the hedging instruments that the Company may enter into could involve risks since they often are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated by any U.S. or foreign governmental authorities. The Company cannot assure you that a liquid secondary market will exist for hedging instruments that it may purchase or sell in the future, and the Company may be required to maintain a position until exercise or expiration, which could result in significant losses.
Furthermore, the Company intends to record any derivative and hedging transactions it enters into in accordance with accounting principles generally accepted in the U.S. (“GAAP”). However, the Company may choose not to pursue, or fail to qualify for, hedge accounting treatment relating to such derivative instruments. As a result, the Company’s operating results may suffer because losses, if any, on these derivative instruments may not be offset by a change in the fair value of the related hedged transaction or item.
Accounting rules for certain of the Company’s transactions are highly complex and involve significant judgment and assumptions. Changes in accounting interpretations or assumptions could impact the Company’s consolidated financial statements.
Accounting rules for transfers of financial assets, securitization transactions, consolidation of variable interest entities and other aspects of the Company’s operations are highly complex and involve significant judgment and assumptions. These complexities could lead to a delay in preparation of financial information and the delivery of this information to the Company’s stockholders. Changes in accounting interpretations or assumptions could impact the Company’s consolidated financial statements and the Company’s ability to timely prepare its consolidated financial statements. The Company’s inability to timely prepare its consolidated financial statements in the future would likely adversely affect the Company’s stock price significantly.
The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Senior Notes, could have a material effect on the Company's reported financial results.
In May 2008, the Financial Accounting Standards Board (the “FASB”) issued FASB Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), which has subsequently been codified as Accounting Standards Codification 470-20, Debt with Conversion and Other Options, or ASC 470-20. ASC 470-20 requires an entity to separately account for the liability and equity components of convertible debt instruments whose conversion may be settled entirely or partially in cash (such as the Convertible Senior Notes) in a manner that reflects the issuer’s economic interest cost for non-convertible debt. The liability component of the Convertible Senior Notes were initially valued at the fair value of a similar debt instrument that does not have an associated equity component and is reflected as a liability in the Company's consolidated balance sheet. The equity component of the Convertible Senior Notes is included in the additional paid-in capital section of the Company's stockholders’ equity on the consolidated balance sheet, and the value of the equity component is treated as original issue discount for purposes of accounting for the debt component. This original issue discount will be amortized to non-cash interest expense over the term of the Convertible Senior Notes, and the Company will record a greater amount of non-cash interest expense in current periods as a result of this amortization. Accordingly, the Company will report lower net income in its financial results because ASC 470-20 will require the interest expense associated with the Convertible Senior Notes to include both the current period’s amortization of the debt discount and the Convertible Senior Notes’ coupon interest, which could adversely affect the Company's reported or future financial results, the trading price of the Company's common stock.
Furthermore, under certain circumstances, convertible debt instruments whose conversion may be settled entirely or partly in cash (such as the Convertible Senior Notes) are currently accounted for using the treasury stock method. Under this method, the shares issuable upon conversion of the Convertible Senior Notes are not included in the calculation of diluted earnings per share unless the conversion value of the notes exceeds their principal amount at the end of the relevant reporting period. If the conversion value exceeds their principal amount, then, for diluted earnings per share purposes, the Convertible Senior Notes are accounted for as if the number of shares of common stock that would be necessary to settle the excess, if the Company elected to settle the excess in shares, are issued. The accounting standards in the future may not continue to permit
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the use of the treasury stock method. If the Company is unable to use the treasury stock method in accounting for the shares, if any, issuable upon conversion of the Convertible Senior Notes, then the Company's diluted earnings per share could be adversely affected.
Hedging against interest rate exposure may adversely affect the Company’s earnings, which could reduce the Company’s cash available for distribution to its stockholders.
Subject to maintaining the Company’s qualification as a REIT, the Company pursues various hedging strategies to seek to reduce its exposure to adverse changes in interest rates. The Company’s hedging activity vary in scope based on the level and volatility of interest rates, the type of assets held and other changing market conditions. In addition, the Company may fail to recalculate, readjust and execute hedges in an efficient manner.
Any hedging activity in which the Company engages may materially and adversely affect its results of operations and cash flows. Therefore, while the Company may enter into such transactions seeking to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if the Company had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions or liabilities being hedged may vary materially. Moreover, for a variety of reasons, the Company may not seek to establish a perfect correlation between such hedging instruments and the portfolio positions or liabilities being hedged. Any such imperfect correlation may prevent the Company from achieving the intended hedge and expose the Company to risk of loss.
RISKS RELATED TO THE COMPANY’S INVESTMENTS
The Company cannot assure stockholders that it will be successful in consummating additional investment opportunities it identifies which would likely materially affect its business, financial condition, liquidity and results of operations.
The Company cannot assure stockholders that it will be able to continue to identify additional assets that meet its investment objective, that the Manager’s due diligence processes will uncover all relevant facts regarding such investments, that the Company will be successful in consummating any additional investment opportunities it identifies or that the investments it makes in the future will yield attractive risk-adjusted returns. The Company’s inability to do any of the foregoing likely would materially and adversely affect its business, financial condition, liquidity and results of operations.
The Company may not achieve its underwritten internal rate of return on its investments which may lead to future returns that may be significantly lower than anticipated.
The calculations of the Company’s underwritten internal rates of return included in this annual report on Form 10-K or in the Company's future periodic reports with respect to its investments are based on, among other considerations, assumptions regarding the performance of its assets, the costs of financing, the availability of its repurchase facilities, the exercise of extension options and the absence of dispositions, early prepayments or defaults, all of which are subject to significant uncertainty. In addition, events or conditions that have not been anticipated may occur and may have a significant effect on the actual rate of return received on the Company’s target assets. If these assumptions fail to materialize, future returns on the Company’s investments may be significantly lower than underwritten returns. For additional discussion of factors that may affect actual returns on the Company’s investments, see “Quantitative and Qualitative Disclosures about Market Risk” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations”.
The Company may be subject to lender liability claims.
In recent years, a number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or stockholders. The Company cannot assure prospective investors that such claims will not arise or that the Company will not be subject to significant liability if a claim of this type did arise.
Any credit ratings assigned to the Company’s investments will be subject to ongoing evaluations and revisions and the Company cannot assure stockholders that those ratings will not be downgraded.
Some of the Company’s assets may be rated by nationally recognized statistical rating organizations. Any credit ratings on the Company’s assets are subject to ongoing evaluation by credit rating agencies, and these ratings could be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. If rating agencies assign a lower-than-expected rating or reduce or withdraw, or indicate that they may reduce or withdraw, their ratings of the Company’s
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investments in the future, the value of these investments could significantly decline, which would adversely affect the value of the Company’s investment portfolio and could result in losses upon disposition. An investment grade credit rating does not provide assurance that the subject investment will not become impaired.
The Company may experience a decline in the fair value of its assets.
A decline in the fair market value of the Company’s assets may require it to recognize an “other-than-temporary” impairment against such assets under GAAP if the Company was to determine that, with respect to any assets in unrealized loss positions, the Company does not have the ability and intent to hold such assets to maturity or for a period of time sufficient for a forecasted market price recovery up to or beyond the cost of such assets. On at least a quarterly basis, management assesses both the intent and ability to continue to hold such assets as long-term investments. As part of this process, the Company monitors these securities for any other-than-temporary impairments. A change in the ability and/or intent to continue to hold these available-for-sale securities could result in the Company recognizing an impairment charge.
Such impairment charges reflect non-cash losses at the time of recognition; subsequent disposition or sale of such assets could further affect the Company’s future losses or gains, as they are based on the difference between the sale price received and adjusted amortized cost of such assets at the time of sale.
Some of the Company’s portfolio investments are recorded at fair value and, as a result, there is uncertainty as to the value of these investments. Furthermore, the Company’s determinations of fair value may have a material impact on its financial condition, liquidity and results of operations.
The value of some of the Company’s investments may not be readily determinable. The Company values these investments quarterly at fair value, as determined in accordance with GAAP. Because such valuations are subjective, the fair value of certain of the Company’s assets may fluctuate over short periods of time and the Company’s determinations of fair value may differ materially from the values that would have been used if a ready market for these assets existed. The Company’s determinations of fair value may have a material impact on its earnings, in the case of impaired loans and other assets, trading securities and available-for-sale securities that are subject to other-than-temporary impairments, or the Company’s accumulated other comprehensive income/(loss) in its stockholders’ equity, in the case of available-for-sale securities that are subject only to temporary impairments. Accordingly, the value of the Company’s common stock could be adversely affected by the Company’s determinations regarding the fair value of its investments, whether in the applicable period or in the future.
Additionally, the Company’s results of operations for a given period could be adversely affected if its determinations regarding the fair value of these investments were materially higher than the values that the Company ultimately realizes upon their disposal. The valuation process has been particularly challenging recently as market events have made valuations of certain assets more difficult, unpredictable and volatile.
Liability relating to environmental matters may impact the value of properties that the Company may acquire or the properties underlying its investments.
Under various U.S. federal, state and local laws, an owner or operator of real property may become liable for the costs of removal of certain hazardous substances released on its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances.
The presence of hazardous substances may adversely affect an owner’s ability to sell real estate or borrow using real estate as collateral. To the extent that an owner of a property underlying one of the Company’s debt investments becomes liable for removal costs, the ability of the owner to make payments to the Company may be reduced, which in turn may adversely affect the value of the relevant mortgage asset held by the Company and on the Company’s ability to make distributions to its stockholders.
If the Company owns any properties, mortgage or other real estate-related loans upon a default of the presence of hazardous substances on a property may adversely affect the Company’s ability to sell the property and the Company may incur substantial remediation costs, thus harming its financial condition. The discovery of material environmental liabilities attached to such properties could have a material adverse effect on the Company’s results of operations and financial condition and its ability to make distributions to its stockholders.
Investments in preferred equity involve a greater risk of loss than traditional debt financing.
The Company may invest in real estate preferred equity as an alternative to mezzanine loans, which involves a higher degree of risk than first mortgage loans due to a variety of factors, including the risk that, similar to mezzanine loans, such investments are subordinate to first mortgage loans and are not collateralized by property underlying the investment and, in certain instances, may not have financial performance covenants. Although as a holder of preferred equity the Company may
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enhance its position with covenants that limit the activities of the entity in which the Company has an interest and protect its equity by obtaining an exclusive right to control the underlying property after an event of default, should such a default occur on its investment, the Company would only be able to proceed against the entity in which it has an interest, and not the property owned by such entity and underlying the Company’s investment. Further, similar to mezzanine loans, preferred equity does not ordinarily afford the holder with the full range of protections of a creditor. As a result, the Company may not recover some or all of its investment.
The lack of liquidity of the Company’s assets may adversely affect the Company’s business, including its ability to value and sell its assets.
The illiquidity of the Company’s investments in commercial mortgage loans, commercial real estate corporate debt and loans and other real estate-related debt investments other than certain of its investments in CMBS may make it difficult for the Company to sell such investments if the need or desire arises. Many of the securities the Company purchases are not registered under the relevant securities laws, resulting in a prohibition against their transfer, sale, pledge or their disposition except in a transaction that is exempt from the registration requirements of, or otherwise in accordance with, those laws. In addition, certain investments such as B Notes, mezzanine loans and other loans are also particularly illiquid investments due to their short life, their potential unsuitability for securitization and the greater difficulty of recovery in the event of a borrower’s default. As a result, many of the Company’s investments are illiquid and if the Company is required to liquidate all or a portion of its portfolio quickly, the Company may realize significantly less than the value at which it has previously recorded its investments. Further, the Company may face other restrictions on its ability to liquidate an investment in a business entity to the extent that the Company or the Manager has or could be attributed with material, non-public information regarding such business entity. As a result, the Company’s ability to vary its portfolio in response to changes in economic and other conditions may be relatively limited, which could adversely affect the Company’s results of operations and financial condition.
The Company’s investments may be concentrated and will be subject to risk of default.
The Company is not required to observe specific diversification criteria, except as may be set forth in the investment guidelines adopted by its board of directors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Investment Guidelines.” Therefore, the Company’s investments in its target assets may at times be concentrated in certain property types that are subject to higher risk of foreclosure, or secured by properties concentrated in a limited number of geographic locations. To the extent that the Company’s investment portfolio is concentrated in any one region or type of asset, downturns relating generally to such region or type of asset may result in defaults on a number of the Company’s investments within a short time period, which may reduce its net income and the value of its common stock and accordingly reduce the Company’s ability to pay dividends to its stockholders. Difficult conditions in the markets for mortgages and mortgage-related assets as well as the broader financial markets have resulted in a significant contraction in liquidity for mortgages and mortgage-related assets, which may adversely affect the value of the assets in which the Company intends to invest.
The Company’s results of operations will be materially affected by conditions in the markets for mortgages and mortgage-related assets as well as the broader financial markets and the economy generally. Beginning in mid-2007, global financial markets encountered a series of events from the collapse of the sub-prime mortgage market to the ensuing dramatic widening of credit spreads and corresponding broad-scale freezing of corporate lending. These events led to a significant dislocation in capital markets and created a severe shortage of debt capital for commercial real estate, a deleveraging of the entire global financial system and the forced sale of large quantities of mortgage-related and other financial assets. As a result of these conditions, many traditional commercial mortgage loan and securities investors suffered severe losses in their loan and securities portfolios and several major market participants failed or were impaired, resulting in a severe contraction in market liquidity and in a sharp reduction in the availability of credit for real estate-related assets. Further certain lenders have been impacted by the European sovereign debt crisis. The resulting illiquidity negatively affected both the terms and availability of financing for all real estate-related assets, and generally resulted in real estate-related assets trading at significantly lower prices and higher yields compared to prior periods. Many lenders have continued to maintain tight lending standards and have reduced their lending capacity in response to the difficulties and changed economic conditions that have adversely affected the mortgage market. Further increased volatility and deterioration in the markets for mortgages and mortgage-related assets as well as the broader financial markets may adversely affect the performance and market value of the Company’s investments. Furthermore, if these conditions persist, institutions from which the Company may seek financing for its investments may become insolvent or tighten their lending standards, which could make it more difficult for the Company to obtain financing on favorable terms or at all. The Company’s profitability may be adversely affected if it is unable to obtain cost-effective financing for its investments.
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The commercial mortgage loans and other commercial real estate-related loans the Company invests in and the commercial mortgage loans underlying the CMBS the Company invests in are subject to delinquency, foreclosure and loss, any or all of which could result in losses to the Company.
Commercial mortgage loans are secured by multifamily or commercial property and are subject to risks of delinquency and foreclosure, and risks of loss that are greater than similar risks associated with mortgage loans made on the security of one to four family residential properties. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. The Manager makes certain estimates of losses during its underwriting of commercial mortgage loans. However, estimates may not prove accurate, as actual results may vary from estimates. Net operating income of an income-producing property can be affected by, among other things: tenant mix, success of tenant businesses, property management decisions, property location and condition, competition from comparable types of properties, changes in laws that increase operating expense or limit rents that may be charged, any need to address environmental contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional or local economic conditions and/or specific industry segments, declines in regional or local real estate values, declines in regional or local rental or occupancy rates, increases in interest rates, real estate tax rates and other operating expenses, changes in governmental rules, regulations and fiscal policies, including environmental legislation, acts of God, terrorism, social unrest and civil disturbances.
In the event of any default under a mortgage or other real estate-related loan held directly by the Company, the Company will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the commercial mortgage loan or other real estate-related loan, which could have a material adverse effect on the Company’s cash flow from operations. In the event of the bankruptcy of a commercial mortgage loan borrower or other real estate-related loan borrower, the loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law.
Foreclosure of a commercial mortgage loan can be an expensive and lengthy process which could have a substantial negative effect on the Company’s anticipated return on the foreclosed mortgage loan. CMBS evidence interests in or are secured by a single commercial mortgage loan or a pool of commercial mortgage loans. Accordingly, the CMBS the Company invests in are subject to all of the risks of the underlying mortgage loans.
The Company’s investments in B Notes and mezzanine loans may be subject to losses. The B Notes in which the Company may invest may be subject to additional risks relating to the privately negotiated structure and terms of the transaction, which may result in losses to the Company.
As part of the Company’s whole loan origination platform, the Company may retain from whole loans it acquires or originates, subordinate interests referred to as B Notes. B Notes are commercial real estate loans secured by a first mortgage on a single large commercial property or group of related properties and subordinated to a senior interest, referred to as an A Note. As a result, if a borrower defaults, there may not be sufficient funds remaining for B Note owners after payment to the A Note owners. B Notes reflect similar credit risks to comparably rated CMBS. However, since each transaction is privately negotiated, B Notes can vary in their structural characteristics and risks. For example, the rights of holders of B Notes to control the process following a borrower default may be limited in certain investments. The Company cannot predict the terms of each B Note investment. Similar to the Company’s B Note strategy, the Company may originate or acquire mezzanine loans originated after January 1, 2009, which are loans made to property owners that are secured by pledges of the borrower’s ownership interests, in whole or in part, in entities that directly or indirectly own the real property. The loan to value and last dollar of exposure of the mezzanine loans will not differ greatly from the whole loans the Company originates or acquires, with the key distinction being that the most senior portion of the loan with the least credit risk is owned by a third party lender. In the event a borrower defaults on a loan and lacks sufficient assets to satisfy the Company’s loan, the Company may suffer a loss of principal or interest. In the event a borrower declares bankruptcy, the Company may not have full recourse to the assets of the borrower, or the assets of the borrower may not be sufficient to satisfy the loan. In addition, mezzanine loans are by their nature structurally subordinated to more senior property level financings. If a borrower defaults on the Company’s mezzanine loan or on debt senior to the Company’s loan, or in the event of a borrower bankruptcy, the Company’s mezzanine loan will be satisfied only after the property level debt and other senior debt is paid in full. Significant losses related to the Company’s B Notes or mezzanine loans would result in operating losses for the Company and may limit the Company’s ability to make distributions to its stockholders.
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The Company will likely not control the special servicing of the mortgage loans included in the CMBS in which it invests and, in such cases, the special servicer may take actions that could adversely affect the Company’s interests.
With respect to each series of the CMBS in which the Company invests, overall control over the special servicing of the related underlying mortgage loans will be held by a “directing certificate-holder” or a “controlling class representative,” which is appointed by the holders of the most subordinate class of certificates in such series (except in the case of certain CMBS, where control over the servicing of the underlying mortgage loans must not be held by investors in a subordinate class of the CMBS once the principal balance of that class is reduced to less than 25% of its initial principal balance as a result of both actual realized losses and “appraisal reduction amounts”). In general, the Company targets for acquisition “investment grade” CMBS (which are rated Aaa/AAA through Baa3/BBB- by nationally recognized statistical rating organizations) issued on or after September 1, 2009. In addition, the Company also seeks to acquire CMBS issued prior to January 1, 2009 with an emphasis on tranches that have retained their AAA credit rating. Since the Company focuses on these classes of CMBS, the Company will likely not have the right to appoint the directing certificate-holder. In connection with the servicing of the specially serviced mortgage loans, the related special servicer may, at the direction of the directing certificate-holder, take actions with respect to the specially serviced mortgage loans that could adversely affect the Company’s interests. However, the special servicer is generally not permitted to take actions that are prohibited by law or violate the applicable servicing standard or the terms of the mortgage loan documents.
The Company’s investments in commercial real estate corporate debt and loans and debt securities of commercial real estate operating or finance companies will be subject to the specific risks relating to the particular company and to the general risks of investing in real estate-related loans and securities, which may result in significant losses.
The Company may invest in commercial real estate corporate debt and loans and debt securities of commercial real estate operating or finance companies, including REITs. These investments will involve special risks relating to the particular company, including its financial condition, liquidity, results of operations, business and prospects. In particular, the debt securities are often non-collateralized and may also be subordinated to its other obligations. The Company may invest in debt securities of companies that are not rated or are rated non-investment grade by one or more rating agencies. Investments that are not rated or are rated non-investment grade have a higher risk of default than investment grade rated assets and therefore may result in losses to us. The Company has not adopted any limit on such investments.
These investments will also subject the Company to the risks inherent with real estate-related investments, including the risks described with respect to commercial properties and similar risks, including:
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risks of delinquency and foreclosure, and risks of loss in the event thereof;
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the dependence upon the successful operation of, and net income from, real property;
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risks generally incident to interests in real property; and
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risks specific to the type and use of a particular property.
These risks may adversely affect the value of the Company’s investments in commercial real estate operating and finance companies and the ability of the issuers thereof to make principal and interest payments in a timely manner, or at all, and could result in significant losses.
A prolonged economic slowdown, a lengthy or severe recession or declining real estate values could impair the Company’s investments and harm its operations.
The Company believes the risks associated with its business will be more severe during periods of economic slowdown or recession if these periods are accompanied by declining real estate values. In addition, the Company’s investment model may be adversely affected if the current economic recession continues longer or is deeper than the Company anticipates. Declining real estate values will likely reduce the level of new mortgage and other real estate-related loan originations since borrowers often use appreciation in the value of their existing properties to support the purchase or investment in additional properties. Borrowers may also be less able to pay principal and interest on the Company’s loans if the value of real estate weakens. Further, declining real estate values significantly increase the likelihood that the Company will incur losses on its loans in the event of default because the value of its collateral may be insufficient to cover its cost on the loan. Any sustained period of increased payment delinquencies, foreclosures or losses could adversely affect the Company’s manager’s ability to invest in, sell and securitize loans, which would materially and adversely affect the Company’s results of operations, financial condition, liquidity and business and the Company’s ability to pay dividends to stockholders.
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The Company’s real estate investments are subject to risks particular to real property. These risks may result in a reduction or elimination of return from a loan secured by a particular property.
The Company may own real estate directly in the future upon a default of mortgage or other real estate-related loans. Real estate investments are subject to various risks, including:
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acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses;
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acts of war or terrorism, including the consequences of terrorist attacks, such as those that occurred on September 11, 2001;
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adverse changes in national and local economic and market conditions;
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changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances;
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costs of remediation and liabilities associated with environmental conditions such as indoor mold; and
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the potential for uninsured or under-insured property losses.
If any of these or similar events occurs, it may reduce the Company’s return from an affected property or investment and reduce or eliminate the Company’s ability to pay dividends to stockholders.
The Company's investments in non-U.S. assets may subject to it to the uncertainty of foreign laws and markets and currency rate exposure.
The Company’s investment guidelines permit investments in non-U.S. assets, subject to the same guidelines as investments in U.S. assets. Investments in countries outside of the United States may subject the Company to risks of multiple and conflicting tax laws and regulations, and other laws and regulations that may make foreclosure and the exercise of other remedies in the case of default more difficult or costly compared to U.S. assets and political and economic instability abroad, any of which factors could adversely affect the Company’s receipt of returns on and distributions from these investments. In addition, such investments may be denominated in currencies other than U.S. dollars which would expose the Company to foreign currency risk.
The Company maintains cash balances in its bank accounts that exceed the FDIC insurance limitation.
The Company regularly maintains cash balances at banks domiciled in the United States in excess of the Federal Deposit Insurance Corporation insurance limit. The failure of such bank could result in the loss of a portion of such cash balances in excess of the federally insured limit, which could materially and adversely affect the Company’s financial position.
Investments that we make involving co-investors could be materially and adversely affected by our lack of sole decision-making authority, our reliance on our co-investors' financial condition and disputes between us and our co-investors.
We may co-invest with third parties through partnerships, joint ventures or other entities, in which we would not be in a position to exercise sole decision-making authority regarding the investment, partnership, joint venture or other entity. For example, the Company, through a wholly owned subsidiary, holds an ownership interest in Champ Limited Partnership (“Champ LP”) which, through a wholly-owned subsidiary, holds a 35% ownership interest in KBC Bank Deutschland AG (“KBC Bank”), the German subsidiary of Belgian KBC Group NV. Investments through partnerships, joint ventures, or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that co-investors might become bankrupt, fail to fund their share of required capital contributions, make poor business decisions or block or delay necessary decisions. Co-investors may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor our co-investors would have full control over the partnership or joint venture. Disputes between us and our co-investors may result in litigation or arbitration that would increase our expenses and prevent us from focusing our time and effort on our business. Consequently, actions by, or disputes with, our co-investors might result in subjecting the facilities owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our co-investors.
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RISKS RELATED TO THE COMPANY’S TAXATION AS A REIT
Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code, and the Company’s failure to qualify as a REIT or remain qualified as a REIT would subject it to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of cash available for distribution to the Company’s stockholders.
The Company believes that it has been organized and operates and intends to continue to be organized and to operate in a manner that will allow it to qualify as a REIT for U.S. federal income tax purposes commencing with the Company’s taxable year ended December 31, 2009. The Company has not requested and does not intend to request a ruling from the Internal Revenue Service, or the IRS, that it qualifies as a REIT. The U.S. federal income tax laws governing REITs are complex, and judicial and administrative interpretations of the U.S. federal income tax laws governing REIT qualification are limited. To qualify as a REIT, the Company must meet, on an ongoing basis, various tests regarding the nature and diversification of its assets and its income, the ownership of its outstanding shares, and the amount of its distributions. Even a technical or inadvertent violation could jeopardize the Company’s REIT qualification. The Company’s ability to satisfy the asset tests depends upon its analysis of the characterization and fair market values of its assets, some of which are not susceptible to a precise determination, and for which the Company will not obtain independent appraisals. The Company’s compliance with the REIT income and quarterly asset requirements also depends upon the Company’s ability to successfully manage the composition of its income and assets on an ongoing basis. Moreover, new legislation, court decisions or administrative guidance, in each case possibly with retroactive effect, may make it more difficult or impossible for the Company to qualify as a REIT. In addition, the Company’s ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties over which the Company has no control or only limited influence, including in cases where the Company owns an equity interest in an entity that is classified as a partnership for U.S. federal income tax purposes. Thus, while the Company intends to operate so that it will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in its circumstances, no assurance can be given that the Company will so qualify for any particular year.
If the Company fails to qualify as a REIT in any taxable year, and the Company does not qualify for certain statutory relief provisions, it would be required to pay U.S. federal income tax on its taxable income, and distributions to its stockholders would not be deductible by the Company in determining its taxable income. In such a case, the Company might need to borrow money or sell assets in order to pay its taxes. The Company’s payment of income tax would decrease the amount of its income available for distribution to stockholders. Furthermore, if the Company fails to maintain its qualification as a REIT, the Company no longer would be required to distribute substantially all of its taxable income to stockholders. In addition, unless the Company were eligible for certain statutory relief provisions, it could not re-elect to qualify as a REIT for the subsequent four taxable years following the year in which it failed to qualify.
Complying with REIT requirements may force the Company to liquidate or forego otherwise attractive investments.
To qualify as a REIT, the Company must ensure that it meets the REIT gross income test annually and that, at the end of each calendar quarter, at least 75% of the value of its assets consists of cash, cash items, government securities, shares in REITs and other qualifying real estate assets, including certain mortgage loans and certain kinds of mortgage-backed securities. The remainder of the Company’s investments in securities (other than government securities and REIT qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of the Company’s assets (other than government securities and securities that are qualifying real estate assets) can consist of the securities of any one issuer, and no more than 25% of the value of the Company’s total securities can be represented by securities of one or more taxable REIT subsidiaries, or TRSs. If the Company fails to comply with these requirements at the end of any calendar quarter, it must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, the Company may be required to liquidate from its portfolio, or contribute to a TRS, otherwise attractive investments, and may be unable to pursue investments that would be otherwise advantageous to the Company in order to satisfy the source of income or asset diversification requirements for qualifying as a REIT. These actions could have the effect of reducing the Company’s income and amounts available for distribution to its stockholders.
REIT distribution requirements could adversely affect the Company’s ability to execute its business plan and may require the Company to incur debt or sell assets to make such distributions.
In order to qualify as a REIT, the Company must distribute to its stockholders, each calendar year, at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. To the extent that the Company satisfies the 90% distribution requirement, but distributes less than 100% of its taxable income, the Company will be subject to U.S. federal corporate income tax on its undistributed income. In addition, the Company will incur
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a 4% nondeductible excise tax on the amount, if any, by which its distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. The Company intends to distribute its net income to its stockholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid the 4% nondeductible excise tax.
In addition, the Company’s taxable income may substantially exceed its net income as determined by GAAP or differences in timing between the recognition of taxable income and the actual receipt of cash may occur. For example, the Company may be required to accrue interest and discount income on mortgage loans, CMBS, and other types of debt securities or interests in debt securities before it receives any payments of interest or principal on such assets. The Company may be required under the terms of the indebtedness that it incurs, whether to private lenders or pursuant to government programs, to use cash received from interest payments to make principal payment on that indebtedness, with the effect that the Company will recognize income but will not have a corresponding amount of cash available for distribution to its stockholders.
As a result of the foregoing, the Company may generate less cash flow than taxable income in a particular year and find it difficult or impossible to meet the REIT distribution requirements in certain circumstances. In such circumstances, the Company may be required to: (i) sell assets in adverse market conditions, (ii) borrow on unfavorable terms, (iii) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt or (iv) make a taxable distribution of the Company’s shares as part of a distribution in which stockholders may elect to receive shares or (subject to a limit measured as a percentage of the total distribution) cash, in order to comply with the REIT distribution requirements. Thus, compliance with the REIT distribution requirements may hinder the Company’s ability to grow, which could adversely affect the value of its common stock.
Even if the Company qualifies as a REIT, it may face tax liabilities that reduce its cash flow.
Even if the Company qualifies for taxation as a REIT, it may be subject to certain U.S. federal, state and local taxes on its income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, franchise, property and transfer taxes, including mortgage recording taxes. In addition, the Company has jointly elected with each of ACREFI I TRS, Inc. (“ACREFI TRS”), a Delaware corporation that is indirectly wholly owned by the Company, and ACREFI II TRS, Ltd. (“ACREFI II TRS”), a Cayman company that is indirectly wholly-owned by the Company, to treat each of ACREFI TRS and ACREFI II TRS as a TRS of the Company. ACREFI TRS and any other domestic TRSs the Company owns will be subject to U.S. federal, state and local corporate taxes. In order to meet the REIT qualification requirements, or to avoid the imposition of a 100% tax that applies to certain gains derived by a REIT from sales of inventory or property held primarily for sale to customers in the ordinary course of business, the Company may hold some of its assets through taxable subsidiary corporations, including ACREFI TRS, ACREFI II TRS, or any other TRSs the Company may form. Any taxes paid by such subsidiary corporations would decrease the cash available for distribution to the Company’s stockholders.
The Internal Revenue Code and the Treasury Regulations promulgated thereunder provide a specific exemption from U.S. federal income tax that applies to a non-U.S. corporation that restricts its activities in the United States to trading in stock and securities (or any activity closely related thereto) for its own account whether such trading (or such other activity) is conducted by such a non-U.S. corporation or its employees through a resident broker, commission agent, custodian or other agent. Certain U.S. stockholders of such a non-U.S. corporation are required to include in their income currently their proportionate share of the earnings of such a corporation, whether or not such earnings are distributed. ACREFI II TRS intends to operate in a manner so that it will not be subject to U.S. federal income tax on its net income. Therefore, despite the status of ACREFI II TRS as a TRS, it should generally not be subject to U.S. federal corporate income tax on its earnings. However, there is no assurance that ACREFI II TRS will successfully operate in this manner. If ACREFI II TRS were subject to U.S. federal income tax on all or a portion of its income, this would reduce the amount of cash it had available for distributions to the Company, which could in turn reduce the amount of cash the Company was able to distribute to its shareholders.
The failure of mortgage loans or CMBS subject to a repurchase agreement or a mezzanine loan to qualify as a real estate asset would adversely affect the Company’s ability to qualify as a REIT.
When the Company enters into repurchase agreements, it will nominally sell certain of its assets to a counterparty and simultaneously enter into an agreement to repurchase the sold assets. The Company believes that it will be treated for U.S. federal income tax purposes as the owner of the assets that are the subject of any such agreements notwithstanding that such agreements may transfer record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could assert that the Company did not own the assets during the term of the repurchase agreement, in which case the Company could fail to qualify as a REIT.
In addition, the Company has and may continue to acquire and originate mezzanine loans, which are loans secured by equity interests in a partnership or limited liability company that directly or indirectly owns real property. In Revenue Procedure 2003-65, the IRS provided a safe harbor pursuant to which a mezzanine loan, if it meets each of the requirements contained in the Revenue Procedure, will be treated by the IRS as a real estate asset for purposes of the REIT asset tests, and
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interest derived from the mezzanine loan will be treated as qualifying mortgage interest for purposes of the REIT 75% gross income test. Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. The Company expects to treat certain mezzanine loans that may not meet all of the requirements for reliance on this safe harbor as real estate assets giving rise to qualifying mortgage interest for purposes of the REIT asset and income requirements, or otherwise not adversely affecting the Company’s qualification as a REIT. There can be no assurance that the IRS will not challenge the tax treatment of these mezzanine loans, and if such a challenge were sustained, the Company could in certain circumstances be required to pay a penalty tax or fail to qualify as a REIT.
The Company may be required to report taxable income for certain investments in excess of the economic income the Company ultimately realizes from them.
The Company may acquire debt instruments in the secondary market for less than their face amount. The amount of such discount will generally be treated as “market discount” for U.S. federal income tax purposes. Accrued market discount is reported as income when, and to the extent that, any payment of principal of the debt instrument is made, unless the Company elects to include accrued market discount in income as it accrues. Principal payments on certain loans are made monthly, and consequently accrued market discount may have to be included in income each month as if the debt instrument were assured of ultimately being collected in full. If the Company collects less on the debt instrument than the Company’s purchase price plus the market discount the Company had previously reported as income, it may not be able to benefit from any offsetting loss deductions.
Similarly, some of the CMBS that the Company acquires may have been issued with original issue discount. The Company will be required to report such original issue discount based on a constant yield method and will be taxed based on the assumption that all future projected payments due on such CMBS will be made. If such CMBS turns out not to be fully collectible, an offsetting loss deduction will become available only in the later year that uncollectability is provable.
Finally, in the event that any debt instruments or CMBS acquired by the Company are delinquent as to mandatory principal and interest payments, or in the event payments with respect to a particular debt instrument are not made when due, the Company may nonetheless be required to continue to recognize the unpaid interest as taxable income as it accrues, despite doubt as to its ultimate collectability. Similarly, the Company may be required to accrue interest income with respect to subordinate mortgage-backed securities at its stated rate regardless of whether corresponding cash payments are received or are ultimately collectable. In each case, while the Company would in general ultimately have an offsetting loss deduction available to the Company when such interest was determined to be uncollectible, the utility of that deduction could depend on the Company’s having taxable income in that later year or thereafter.
The “taxable mortgage pool” rules may increase the taxes that the Company or its stockholders may incur, and may limit the manner in which the Company effects future securitizations.
Securitizations by the Company or its subsidiaries could result in the creation of taxable mortgage pools for U.S. federal income tax purposes. As a result, the Company could have “excess inclusion income.” Certain categories of stockholders, such as non-U.S. stockholders eligible for treaty or other benefits, stockholders with net operating losses, and certain tax-exempt stockholders that are subject to unrelated business income tax, could be subject to increased taxes on a portion of their dividend income from the Company that is attributable to any such excess inclusion income. In addition, to the extent that the Company’s common stock is owned by tax-exempt “disqualified organizations,” such as certain government-related entities and charitable remainder trusts that are not subject to tax on unrelated business income, the Company may incur a corporate level tax on a portion of any excess inclusion income. Moreover, the Company could face limitations in selling equity interests in these securitizations to outside investors, or selling any debt securities issued in connection with these securitizations that might be considered to be equity interests for tax purposes. These limitations may prevent the Company from using certain techniques to maximize its returns from securitization transactions.
Although the Company’s use of TRSs may be able to partially mitigate the impact of meeting the requirements necessary to maintain the Company’s qualification as a REIT, the Company’s ownership of and relationship with its TRSs is limited and a failure to comply with the limits would jeopardize the Company’s REIT qualification and may result in the application of a 100% excise tax.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
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ACREFI TRS and any other domestic TRSs that the Company may form will pay U.S. federal, state and local income tax on their taxable income, and their after-tax net income will be available for distribution to the Company but will not be required to be distributed to the Company, unless necessary to maintain the Company’s REIT qualification. In addition, while not intended, it is possible that ACREFI II TRS could be subject to U.S. federal, state, and local income tax on all or a portion of its income. While the Company will be monitoring the aggregate value of the securities of the Company’s TRSs and intends to conduct its affairs so that such securities will represent less than 25% of the value of the Company’s total assets, there can be no assurance that the Company will be able to comply with the TRS limitation in all market conditions.
The Company will be required to include in its income, on a current basis, certain earnings of foreign corporations in which the Company invests, such as ACREFI II TRS. These income inclusions are not technically included in any of the enumerated categories of income that qualify for the REIT 95% gross income test. However, in recent private letter rulings (which may not be relied on as precedent, but which generally indicates the IRS’s view on an issue), the IRS exercised its authority under Internal Revenue Code section 856(c)(5)(J)(ii) to treat such income as qualifying income for purposes of the REIT 95% gross income test. As a result, based on advice of counsel, the Company intends to treat such income inclusions as qualifying income for purposes of the REIT 95% gross income test. Notwithstanding the IRS’s determination in the private letter rulings described above, it is possible that the IRS could assert that such income does not qualify for purposes of the REIT 95% gross income test, which, if such income together with other income the Company earns that does not qualify for the REIT 95% gross income test exceeded 5% of its gross income, could cause the Company to be subject to a penalty tax and could impact the Company’s ability to qualify as a REIT.
Dividends payable by REITs generally do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect the value of the Company’s shares.
The maximum U.S. federal income tax rate for certain qualified dividends payable to domestic stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, are generally not eligible for the reduced rates and therefore may be subject to a 39.6% maximum U.S. federal income tax rate on ordinary income. Although the reduced U.S. federal income tax rate applicable to dividend income from regular corporate dividends does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the Company’s shares.
Complying with REIT requirements may limit the Company’s ability to hedge effectively.
The REIT provisions of the Internal Revenue Code may limit the Company’s ability to hedge its assets and operations. Under these provisions, any income that the Company generates from transactions intended to hedge its interest rate exposure or currency fluctuations will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if the instrument hedges either (i) interest rate risk on liabilities used to carry or acquire real estate assets or (ii) currency fluctuations with respect to items of income that qualify for purposes of the REIT 75% or 95% gross income tests or assets that generate such income, and, in either case, such instrument is properly identified under applicable Treasury Regulations. Income from hedging transactions that do not meet these requirements will generally constitute nonqualifying income for purposes of both the REIT 75% and 95% gross income tests. As a result of these rules, the Company may have to limit its use of hedging techniques that might otherwise be advantageous or implement those hedges through ACREFI TRS, ACREFI II TRS, or another TRS. This could increase the cost of the Company’s hedging activities because the Company’s TRS could be subject to tax on gains or expose the Company to greater risks associated with changes in interest rates and currency fluctutations than the Company would otherwise want to bear. In addition, losses in the Company’s TRS will generally not provide any tax benefit to the Company, although such losses may be carried forward to offset future taxable income of the TRS.
The tax on prohibited transactions will limit the Company’s ability to engage in transactions, including certain methods of securitizing mortgage loans, that would be treated as sales for U.S. federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, but including mortgage loans, held as inventory or primarily for sale to customers in the ordinary course of business. The Company might be subject to this tax if it was to sell or securitize loans in a manner that was treated as a sale of the loans as inventory for U.S. federal income tax purposes. Therefore, in order to avoid the prohibited transactions tax, the Company may choose not to engage in certain sales of loans, other than through a TRS, and the Company may be required to limit the structures it uses for its securitization transactions, even though such sales or structures might otherwise be beneficial for the Company.
27
The Company may be subject to adverse legislative or regulatory tax changes that could reduce the market price of shares of its common stock.
At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be changed, possibly with retroactive effect. The Company cannot predict if or when any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective or whether any such law, regulation or interpretation may take effect retroactively. The Company and its stockholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation or administrative interpretation.
The Company’s qualification as a REIT and exemption from U.S. federal income tax with respect to certain assets may be dependent on the accuracy of legal opinions or advice rendered or given or statements by the issuers of assets that the Company acquires, and the inaccuracy of any such opinions, advice or statements may adversely affect the Company’s REIT qualification and result in significant corporate-level tax.
When purchasing securities, the Company may rely on opinions or advice of counsel for the issuer of such securities, or statements made in related offering documents, for purposes of determining whether such securities represent debt or equity securities for U.S. federal income tax purposes, and also to what extent those securities constitute REIT real estate assets for purposes of the REIT asset tests and produce income which qualifies under the 75% REIT gross income test. In addition, when purchasing the equity tranche of a securitization, the Company may rely on opinions or advice of counsel regarding the qualification of the securitization for exemption from U.S. corporate income tax and the qualification of interests in such securitization as debt for U.S. federal income tax purposes. The inaccuracy of any such opinions, advice or statements may adversely affect the Company’s REIT qualification and result in significant corporate-level tax.
|
Item 1B.
|
Unresolved Staff Comments
|
None.
|
Item 2.
|
Properties
|
The Company's principal executive office is located at 9 West 57th Street, New York, NY 10019, telephone 212-515-3200.
|
Item 3.
|
Legal Proceedings
|
From time to time, the Company may be involved in various claims and legal actions in the ordinary course of business. As of
December 31, 2014
, the Company was not involved in any legal proceedings.
|
Item 4.
|
Mine Safety Disclosures
|
Not Applicable.
28
PART II
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Market Information
The Company’s common stock is listed on the New York Stock Exchange, under the symbol “ARI.” On
February 24, 2015
, the last sales price for the Company’s common stock on the New York Stock Exchange was $16.62 per share. The following table sets forth the high and low sales prices per share of the common stock during each calendar quarter for the years indicated:
|
High
|
Low
|
||||||
|
2014
|
|||||||
|
Fourth quarter
|
$
|
17.04
|
|
$
|
15.62
|
|
|
|
Third quarter
|
$
|
16.95
|
|
$
|
15.71
|
|
|
|
Second quarter
|
$
|
17.18
|
|
$
|
16.22
|
|
|
|
First quarter
|
$
|
17.05
|
|
$
|
16.18
|
|
|
|
2013
|
|||||||
|
Fourth quarter
|
$
|
16.97
|
|
$
|
15.21
|
|
|
|
Third quarter
|
$
|
16.37
|
|
$
|
14.56
|
|
|
|
Second quarter
|
$
|
18.28
|
|
$
|
15.55
|
|
|
|
First quarter
|
$
|
17.81
|
|
$
|
16.49
|
|
|
Holders
As of
February 24, 2015
, the Company had 157 registered holders of its common stock. The 157 holders of record include Cede & Co., which holds shares as nominee for The Depository Trust Company, which itself holds shares on behalf of the beneficial owners of the Company’s common stock. Such information was obtained through the Company’s registrar and transfer agent, based on the results of a broker search.
Dividends
The Company elected to be taxed as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2009 and, as such, anticipates distributing annually at least 90% of its REIT taxable income, excluding net capital gains and determined without regard to the dividends paid deduction. Although the Company may borrow funds to make distributions, once the Company’s available capital is fully deployed, cash for such distributions is expected to be largely generated from the Company’s results of operations. Dividends are declared and paid at the discretion of the Company’s board of directors and depend on cash available for distribution, financial condition, the Company’s ability to maintain its qualification as a REIT, and such other factors that the board of directors may deem relevant. See Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this annual report on Form 10-K, for information regarding the sources of funds used for dividends and for a discussion of factors, if any, which may adversely affect the Company’s ability to pay dividends.
29
The following table sets forth the dividends declared and paid during each calendar quarter for
2014
and
2013
:
|
Declaration Date
|
Record Date
|
|
Payment Date
|
|
Amount
per Share
|
|
2014
|
|||||
|
February 26, 2014
|
March 31, 2014
|
April 15, 2014
|
$0.40
|
||
|
April 29, 2014
|
June 30, 2014
|
July 15, 2014
|
$0.40
|
||
|
July 28, 2014
|
September 30, 2014
|
October 15, 2014
|
$0.40
|
||
|
October 28, 2014
|
December 31, 2014
|
1/15/15
|
$0.40
|
||
|
2013
|
|
|
|||
|
February 27, 2013
|
March 28, 2013
|
|
April 12, 2013
|
|
$0.40
|
|
May 1, 2013
|
June 28, 2013
|
|
July 12, 2013
|
|
$0.40
|
|
July 31, 2013
|
September 30, 2013
|
|
October 11, 2013
|
|
$0.40
|
|
11/4/13
|
December 31, 2013
|
|
January 13, 2014
|
|
$0.40
|
30
Stockholder Return Performance
The following graph is a comparison of the cumulative total stockholder return on shares of the Company's common stock, the Russell 2000 Index (the “Russell 2000”), and the Bloomberg REIT Mortgage Index, (the “BBREMTG Index”), a published industry index, from December 31, 2009 to
December 31, 2014
. The graph assumes that $100 was invested on December 31, 2009 in the Company’s common stock, the Russell 2000 and the BBREMTG Index and that all dividends were reinvested without the payment of any commissions. There can be no assurance that the performance of the Company’s shares will continue in line with the same or similar trends depicted in the graph below.
|
Period Ending
|
||||||
|
12/31/09
|
12/31/10
|
12/31/11
|
12/31/12
|
12/31/13
|
12/31/14
|
|
|
Apollo Commercial Real Estate Finance, Inc.
|
100.00
|
99.30
|
88.86
|
121.02
|
133.58
|
148.13
|
|
Russell 2000
|
100.00
|
126.81
|
121.52
|
141.43
|
196.34
|
205.95
|
|
BBREMTG Index
|
100.00
|
124.79
|
122.50
|
145.99
|
142.56
|
170.27
|
Securities Authorized For Issuance Under Equity Compensation Plans
During 2009, the Company adopted the 2009 Equity Incentive Plan (the “2009 Plan”). The 2009 Plan provides for grants of restricted common stock and other equity-based awards up to an aggregate of 7.5% of the issued and outstanding shares of the Company’s common stock at the time of the award. As of
December 31, 2014
, 2.7%, or a total of 1,295,202 shares of restricted common stock and restricted stock units, had been granted and 4.8%, or 2,268,100 shares, remained available for future issuance under the 2009 Plan. (For further discussion of the 2009 Plan, see Note 14 to the consolidated financial statements included under Item 8 “Financial Statements and Supplementary Data” of this annual report on Form 10-K.)
31
The following table presents certain information about the Company's equity compensation plans as of
December 31, 2014
:
|
Plan Category
|
Number of
securities to
be issued upon
exercise of
outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in the first
column of this table)
|
||||||
|
Equity compensation plans approved by stockholders
|
—
|
|
$
|
—
|
|
2,268,100
|
|
||
|
Equity compensation plans not approved by stockholders
|
—
|
|
—
|
|
—
|
|
|||
|
Total
|
—
|
|
$
|
—
|
|
2,268,100
|
|
||
Recent Sales of Unregistered Securities
None.
Recent Purchases of Equity Securities
The Company did not repurchase any of its equity securities from October 1, 2014 to December 31, 2014.
32
|
Item 6.
|
Selected Financial Data
|
The selected financial data set forth below as of December 31,
2014
,
2013
,
2012
,
2011
and
2010
, for the years ended December 31,
2014
,
2013
,
2012
,
2011
and
2010
has been derived from the Company’s audited consolidated financial statements.
This information should be read in conjunction with Item 1, “Business”, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and the audited consolidated financial statements and notes thereto included in Item 8, “Financial Statements and Supplementary Data”.
|
For the Year Ended December 31,
|
|||||||||||||||||||
|
2014
|
2013
|
2012
|
2011
|
2010
|
|||||||||||||||
|
Operating Data
:
|
|||||||||||||||||||
|
Interest income
|
$
|
123,347
|
|
$
|
77,463
|
|
$
|
57,079
|
|
$
|
52,918
|
|
$
|
32,485
|
|
||||
|
Interest expense
|
$
|
(26,541
|
)
|
$
|
(4,356
|
)
|
$
|
(8,402
|
)
|
$
|
(14,454
|
)
|
$
|
(10,714
|
)
|
||||
|
Net interest margin
|
$
|
96,806
|
|
$
|
73,107
|
|
$
|
48,677
|
|
$
|
38,464
|
|
$
|
21,771
|
|
||||
|
Operating expenses
|
$
|
(18,111
|
)
|
$
|
(17,575
|
)
|
$
|
(14,682
|
)
|
$
|
(10,380
|
)
|
$
|
(8,895
|
)
|
||||
|
Income from unconsolidated joint venture
|
$
|
(157
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
||||
|
Interest on cash balances
|
$
|
34
|
|
$
|
20
|
|
$
|
7
|
|
$
|
13
|
|
$
|
16
|
|
||||
|
Realized gain (loss) on sale of securities
|
$
|
—
|
|
$
|
—
|
|
$
|
262
|
|
$
|
—
|
|
$
|
(33
|
)
|
||||
|
Unrealized gain (loss) on securities
|
$
|
4,147
|
|
$
|
(3,065
|
)
|
$
|
6,489
|
|
$
|
481
|
|
$
|
(1,766
|
)
|
||||
|
Foreign currency gain (loss)
|
$
|
(4,050
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
||||
|
Loss on derivative instruments
|
$
|
4,070
|
|
$
|
(2
|
)
|
$
|
(572
|
)
|
$
|
(2,696
|
)
|
$
|
(94
|
)
|
||||
|
Net income (loss)
|
$
|
82,739
|
|
$
|
52,485
|
|
$
|
40,181
|
|
$
|
25,882
|
|
$
|
10,999
|
|
||||
|
Preferred dividends
|
$
|
(7,440
|
)
|
$
|
(7,440
|
)
|
$
|
(3,079
|
)
|
$
|
—
|
|
$
|
—
|
|
||||
|
Net income (loss) available to common stockholders
|
$
|
75,299
|
|
$
|
45,045
|
|
$
|
37,102
|
|
$
|
25,882
|
|
$
|
10,999
|
|
||||
|
Net income (loss) per share—basic and diluted
|
$
|
1.72
|
|
$
|
1.26
|
|
$
|
1.64
|
|
$
|
1.35
|
|
$
|
0.87
|
|
||||
|
Dividends declared per share
|
$
|
1.60
|
|
$
|
1.60
|
|
$
|
1.60
|
|
$
|
1.60
|
|
$
|
1.50
|
|
||||
|
Balance Sheet Data (at period end)
:
|
|||||||||||||||||||
|
Total assets
|
$
|
1,845,147
|
|
$
|
907,504
|
|
$
|
788,430
|
|
$
|
891,230
|
|
$
|
858,147
|
|
||||
|
Total liabilities
|
$
|
990,078
|
|
$
|
224,548
|
|
$
|
241,506
|
|
$
|
554,252
|
|
$
|
560,309
|
|
||||
|
Total stockholders’ equity
|
$
|
855,069
|
|
$
|
682,956
|
|
$
|
546,924
|
|
$
|
336,978
|
|
$
|
297,838
|
|
||||
33
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
The following discussion should be read in conjunction with the Company’s financial statements and accompanying notes included in Item 8, “Financial Statements and Supplementary Data” of this annual report on Form 10-K.
Overview
The Company is a commercial real estate finance company that primarily originates, acquires, invests in and manages performing commercial first mortgage loans, subordinate financings, CMBS and other commercial real estate-related debt investments. The Company refers to these asset classes as its target assets.
The Company is externally managed and advised by the Manager, an indirect subsidiary of Apollo. The Company’s principal business objective is to make investments in its target assets in order to provide attractive risk adjusted returns to stockholders over the long term, primarily through dividends and secondarily through capital appreciation. As of
December 31, 2014
, the Company held a diversified portfolio comprised of approximately
$458,520
of commercial mortgage loans,
$561,182
of subordinate loans,
$539,835
of CMBS and
$154,283
of CMBS, held-to-maturity. The Company has financed this portfolio as of
December 31, 2014
with
$622,194
of borrowings under the Company’s master repurchase agreements and
$89,584
of participations sold.
The Company is a Maryland corporation that was organized in 2009 and has elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with the year ended December 31, 2009. The Company generally is not subject to U.S. federal income taxes on its taxable income to the extent that it annually distributes its taxable income to stockholders and maintains its intended qualification as a REIT. The Company also intends to operate its business in a manner that will permit it to remain excluded from registration as an investment company under the 1940 Act.
Results of Operations
Investments
The following table sets forth certain information regarding the Company’s commercial real estate debt portfolio as of
December 31, 2014
:
|
Description
|
Face
Amount |
Amortized
Cost |
Weighted
Average Yield |
Remaining
Weighted Average Life (years) |
Debt
|
Cost of
Funds |
Remaining
Debt Term (years) (1) |
Equity at
cost (2) |
Current
Weighted Average Underwritten IRR (3) (4) |
Levered
Weighted Average Underwritten IRR (3) (4) |
|||||||||||||||||||||||
|
First mortgages
|
$
|
465,574
|
|
$
|
458,520
|
|
8.5
|
%
|
3.7
|
|
$
|
168,124
|
|
2.7
|
%
|
0.1
|
|
$
|
290,396
|
|
12.6
|
%
|
12.9
|
%
|
|||||||||
|
Subordinate loans
|
563,599
|
|
561,182
|
|
12.1
|
|
3.4
|
|
—
|
|
—
|
|
—
|
|
561,182
|
|
13.2
|
|
13.2
|
|
|||||||||||||
|
CMBS, held-to-maturity (5)
|
65,000
|
|
64,699
|
|
12.1
|
|
4.4
|
|
—
|
|
—
|
|
—
|
|
64,699
|
|
12.1
|
|
12.1
|
|
|||||||||||||
|
CMBS
|
544,190
|
|
534,222
|
|
6.4
|
|
2.3
|
|
454,070
|
|
3.3
|
|
3.3
|
|
110,279
|
|
16.2
|
|
16.2
|
|
|||||||||||||
|
Total/Weighted Average
|
$
|
1,638,363
|
|
$
|
1,618,623
|
|
9.2
|
%
|
3.2
|
|
$
|
622,194
|
|
3.2
|
%
|
2.4
|
|
$
|
1,026,556
|
|
13.3
|
%
|
13.4
|
%
|
|||||||||
|
(1)
|
Assumes extension options are exercised. See “- Liquidity and Capital Resources - Borrowings Under Various Financing Arrangements” below for a discussion of the Company's repurchase agreements.
|
|
(2)
|
Includes $30,127 of restricted cash related to the UBS Facility.
|
|
(3)
|
The underwritten internal rates of return (“IRR”) for the investments shown in the above table reflect the returns underwritten by the Manager, calculated on a weighted average basis assuming no dispositions, early prepayments or defaults but assuming that extension options are exercised and that the cost of borrowings remains constant over the remaining term. With respect to certain loans, the underwritten IRR calculation assumes certain estimates with respect to the timing and magnitude of future fundings for the remaining commitments and associated loan repayments, and assumes no defaults. IRR is the annualized effective compounded return rate that accounts for the time-value of money and represents the rate of return on an investment over a holding period expressed as a percentage of the investment. It is the discount rate that makes the net present value of all cash outflows (the costs of investment) equal to the net present value of cash inflows (returns on investment). It is derived from the negative and positive cash flows resulting from or produced by each transaction (or for a transaction involving more than one investment, cash flows resulting from or produced by each of the investments), whether positive, such as investment returns, or negative, such as transaction expenses or other costs of investment, taking into account the dates on which such cash flows occurred or are expected to occur, and compounding interest accordingly. There can be no assurance that the actual IRRs will equal the underwritten IRRs shown in the table. See “Risk Factors — The Company may not achieve its underwritten internal rate of return on its investments which may lead to future returns that may be significantly lower than
|
34
anticipated” for a discussion of some of the factors that could adversely impact the returns received by the Company from the investments shown in the table over time.
|
(4)
|
The Company’s ability to achieve its underwritten levered weighted average IRR with regard to its portfolio of first mortgage loans is dependent upon the Company borrowing an additional $6,753 under the JPMorgan Facility or any replacement facility. Without such reborrowing, the levered weighted average underwritten IRRs will be as indicated in the current weighted average underwritten IRR column above.
|
|
(5)
|
CMBS (Held-to-Maturity) are net of a participation sold during June 2014. At
December 31, 2014
, the Company presented the participation sold as an asset of
$154,283
and non-recourse liabilities of
$89,584
because the participation does not qualify as a sale according to GAAP.
|
Investment Activity – 2014
Commercial Mortgage Loans
. During February 2014, the Company provided a $80,000, floating rate first mortgage loan ($25,000 of which was funded at closing) for the development of a 50-unit luxury residential condominium in Montgomery County, Maryland. The Company’s loan is expected to fund the first phase of a two-phase development and has a 30-month term with a 6-month extension option. On a fully funded basis, the Company expects that the first mortgage loan will represent an underwritten loan-to-net sellout of approximately 68% and has been underwritten to generate an IRR of approximately 15%. See “— Investments” above for a discussion of how IRR is calculated.
During April 2014, the Company closed a $210,000 fixed-rate, five-year first mortgage loan secured by a portfolio of 229 single-family and condominium homes located across North and Central America, the Caribbean and England. Simultaneous with closing, the Company syndicated $104,000 of the loan to other funds managed by affiliates of Apollo Global Management, LLC and retained $106,000. During August 2014, the Company sold an additional $5,000. The first mortgage loan has an appraised loan-to-value ("LTV") of approximately 49% and was underwritten to generate an IRR of approximately 8% on an unlevered basis. The Company anticipates financing the investment and on a levered basis, the investment was underwritten to generate an IRR of approximately 15%. See “— Investments” above for a discussion of how IRR is calculated.
During May 2014, the Company closed a $155,000 floating-rate whole loan secured by the first mortgage and equity interests in an entity that owns a resort hotel in Aruba. The property consists of 442 hotels rooms, 114 timeshare units, two casinos and approximately 131,500 square feet of retail space. During June 2014, the Company syndicated a $90,000 senior participation in the loan and retained a $65,000 junior participation in the loan. The whole loan has a three-year term with two one-year extension options and an appraised LTV of approximately 60%. The junior participation was underwritten to generate an IRR of approximately 14%. See “— Investments” above for a discussion of how IRR is calculated.
During May 2014, the Company closed a $34,000 floating-rate first mortgage loan for the acquisition of a newly renovated 301-key hotel located in downtown Philadelphia. The first mortgage has a three-year term with two one-year extension options and an underwritten loan-to-cost of approximately 58%. The first mortgage loan was underwritten to generate an IRR of approximately 13% on a levered basis. See “— Investments” above for a discussion of how IRR is calculated.
During June 2014, the Company closed a $65,100 floating-rate first mortgage loan ($20,000 of which was funded at closing) for the development of a 40-unit luxury residential condominium in downtown Bethesda, Maryland. The Company’s loan has a 30-month term with a six-month extension option. On a fully funded basis, the first mortgage loan has a projected appraised loan-to-net sellout of approximately 67% and has been underwritten to generate an IRR of approximately 14%. See “— Investments” above for a discussion of how IRR is calculated.
During July 2014, the Company closed a $34,500 ($30,000 of which was funded at closing) floating-rate, first mortgage loan secured by a newly constructed, Class-A, 63-unit multifamily property located in Brooklyn, New York, which also includes approximately 7,300 square feet of retail space and 31 parking spaces. The first mortgage loan has a two-year initial term with three one-year extension options and an appraised LTV of approximately 70% on a fully funded basis. The Company anticipates financing the loan, and on a levered basis, the loan was underwritten to generate an IRR of approximately 12%. See “— Investments” above for a discussion of how IRR is calculated.
During November 2014, the Company closed a $165,000 ($18,350 of which was funded at closing) floating-rate first mortgage loan for the development of the majority of the retail portion of a mixed-use lifestyle center in Cincinnati, Ohio. When completed, the 65-acre property will consist of 626,791 square feet of retail space, a 200,000 flagship retail building, 233 residential units, a 130-key hotel and 4,216 structured and surfaced parking spaces. The balance of the loan will be funded throughout the next eighteen months. The first mortgage loan has a 42-month term with two one-year extension options and a loan-to-cost of approximately 56%. Over the next eighteen months, the first mortgage loan was underwritten to generate an IRR of approximately 10% on an unlevered basis. After the eighteen month period, the Company anticipates it will finance the loan, and on a levered basis, the first mortgage loan was underwritten to generate an IRR of approximately 14%. See “— Investments” above for a discussion of how IRR is calculated.
35
During November 2014, the Company closed a $67,300 floating-rate first mortgage loan for the acquisition and predevelopment of an existing 12-story industrial building planned to be converted into a luxury residential condominium with approximately 86,000 square feet of net sellable residential space located in the West Village neighborhood of New York City. The first mortgage loan is part of an $87,300 first mortgage which consists of the Company’s $67,300 A-note and a subordinate $20,000 B-note. The Company will have the option, but not the obligation, to participate in the development financing for the property. The A-note has an 18-month term and one six-month extension option and a loan-to-cost of approximately 58%. The A-note loan was underwritten to generate a levered IRR of approximately 25%. See “— Investments” above for a discussion of how IRR is calculated.
During November 2014, the Company closed a $58,000 floating rate first mortgage loan secured by a 330-unit, eight building apartment community and 36 single-family rental homes located in Williston, North Dakota. Williston is located at the epicenter of oil drilling activity for the Bakken Formation and the property is part of a master-developed residential community. The first mortgage loan has a three-year term with two one-year extension options and an appraised LTV of 73%. The first mortgage has been underwritten to generate a levered IRR of approximately 13%. See “— Investments” above for a discussion of how IRR is calculated.
During November 2014, the Company closed a $50,000 participating first mortgage loan secured by a portfolio of 24 condominiums located in New York City and Maui, Hawaii owned by a luxury destination club. Earlier in the year, the Company provided a $210,000 first mortgage loan to the same borrower, secured by an additional portfolio of single-family and condominium destination homes located throughout North America, Central America, England and the Caribbean. The fixed-rate, participating first mortgage loan has a five-year term with two one-year extension options and an appraised LTV of 75%. The first mortgage loan was underwritten to generate an IRR of approximately 8% on an unlevered basis. The Company anticipates financing the loan, and on a levered basis, the loan was underwritten to generate an IRR of approximately 15%. See “— Investments” above for a discussion of how IRR is calculated.
Subordinate Loans.
During April 2014, the Company closed a $53,954 (£32,100) fixed-rate, nine-month mezzanine loan in connection with the purchase of an existing commercial building that is expected to be re-developed into a 173,000 salable square foot residential condominium in Central London. The mezzanine loan is part of a $126,060 (£75,000) pre-development loan comprised of a $72,106 (£42,900) first mortgage and the Company's $53,954 (£32,100) mezzanine loan. The Company will have the option, but not the obligation, to participate in the development financing. The Company’s loan basis represents a 78% appraised LTV and the mezzanine loan has been underwritten to generate an IRR of approximately 12%. See “— Investments” above for a discussion of how IRR is calculated.
During June 2014, the Company closed a $28,250 fixed-rate mezzanine loan secured by the equity interest in a 795-key full-service hotel and 226,000 square foot office and retail condominium in the Times Square neighborhood of New York City. The mezzanine loan has a remaining six month term and an underwritten LTV of approximately 67%. The mezzanine loan was underwritten to generate an IRR of approximately 8%. See “— Investments” above for a discussion of how IRR is calculated.
During June 2014, the Company closed a $50,000 floating-rate mezzanine loan secured by the equity interest in a portfolio of 167 wholly owned skilled nursing facilities located across 19 states. The mezzanine loan was issued in connection with the refinancing of the portfolio and paid off the existing $47,000 mezzanine loan acquired in 2013. The new mezzanine loan has a two-year initial term with three one-year extension options and an underwritten LTV of approximately 62%. The mezzanine loan was underwritten to generate an IRR of approximately 12%. See “— Investments” above for a discussion of how IRR is calculated.
During July 2014, the Company closed a $20,000 floating-rate mezzanine loan secured by the equity interest in a 280-key hotel in the NoMad neighborhood of New York City. The mezzanine loan has a two-year initial term and three one-year extension options and an appraised LTV of approximately 61%. The mezzanine loan was underwritten to generate an IRR of approximately 12%. See “— Investments” above for a discussion of how IRR is calculated.
During August 2014, the Company closed a $15,000 fixed-rate subordinate loan secured by a top-tier ski resort located in Montana. The Company's loan has a six-year term, an appraised LTV of approximately 59% and has been underwritten to generate an IRR of approximately 15%. See “— Investments” above for a discussion of how IRR is calculated.
During December 2014, the Company closed an $82,500 mezzanine loan ($48,950 of which was funded at closing) for the development of a mixed-use property on the Upper West Side neighborhood of New York City. The property will include 247 for-sale condominiums, 116 affordable multifamily units and approximately 90,000 square feet of commercial space and is being financed with $582,500 of debt, which includes a $500,000 first mortgage loan and the Company's $82,500 mezzanine loan. The floating-rate, mezzanine loan has a three-year initial term with two one-year extension options and an appraised loan-to-net-sellout of 58%. The first mortgage loan was underwritten to generate an IRR of approximately 13%. See “— Investments” above for a discussion of how IRR is calculated.
Joint Ventures.
On September 30, 2014, the Company, through a wholly owned subsidiary, acquired a 59% ownership interest in Champ LP, following which a wholly-owned subsidiary of Champ LP then acquired a 35% ownership interest in
36
KBC Bank, the German subsidiary of Belgian KBC Group NV. The Company acquired its ownership interest in Champ LP for an initial purchase price paid at closing of approximately €30,724 ($39,477). The Company committed to invest up to approximately €38,000 ($50,000). Through its interest in Champ LP, the Company holds an indirect ownership interest in KBC Bank of approximately 21%. The Company together with other affiliated investors, in aggregate, own 100% of Champ LP. Champ LP together with certain unaffiliated third party investors, in aggregate, own 100% of KBC Bank.
Securities.
During 2014, the Company deployed $75,001 of equity to acquire legacy CMBS with an aggregate purchase price of $375,006. The Company financed the CMBS utilizing $300,005 of borrowings under the DB Facility. The CMBS had a weighted average life of 2.8 years and have been underwritten to generate an IRR of approximately 17%. See “— Investments” above for a discussion of how IRR is calculated.
Repayments.
During January 2014, the Company received a
$15,000
principal repayment from a subordinate loan secured by a pledge of the equity interests in the owner of a New York City hotel. .
During June 2014, the Company received a $47,000 principal repayment from a mezzanine loan secured by a pledge of the equity interests in a portfolio of skilled nursing facilities.
During August 2014, the Company received the final repayment from a $50,000 mezzanine loan secured by a pledge of the equity interests in a borrower that owns a portfolio of seven office parks throughout Florida.
During the fourth quarter of 2014, the Company received the full repayment from a whole loan secured by an office condominium in New York City as well as a hotel in New York City.
During December 2014, the Company received the final repayment from a $28,250 mezzanine loan secured by a pledge of the equity interests in a borrower that owns the leasehold interest in a hotel in New York City.
Investment Activity – 2013
Commercial Mortgage Loans.
In August 2013, the Company provided a $62,400 whole loan, which is split into a $33,000 first mortgage loan and a $29,400 mezzanine loan secured by a pledge of the equity interests in a borrower that owns an eight-story commercial building in the Greenwich Village section of New York City. The whole loan will fund the conversion of the existing building into an expected 12-story luxury residential condominium consisting of approximately 37,000 square feet comprising eight residential units and approximately 3,600 square feet of ground-floor retail space. The whole loan has a two year term, including one 12-month extension option, at the borrower’s option, subject to certain conditions. On a fully funded basis, the whole loan represents an expected appraised loan-to-net-sellout of 55%. The whole loan has been underwritten to generate an IRR of approximately 14%. See “— Investments” above for a discussion of how IRR is calculated.
Subordinate Loans.
In January 2013, the Company provided a $60,000 mezzanine loan commitment secured by a pledge of preferred equity interests in the owner of a to-be-developed 352,624 net saleable square foot, 57-story, 146-unit condominium tower located in the TriBeCa neighborhood of New York City. Based upon current presales of units, the Company’s loan basis is expected to represent an underwritten loan-to-net sellout of approximately 48%. The mezzanine loan has a term of 54 months with one extension option of 12-months at the borrower’s option, subject to certain conditions and has been underwritten to generate an IRR of approximately 16%. See “— Investments” above for a discussion of how IRR is calculated.
In February 2013, the Company provided an $18,000 mezzanine loan secured by a pledge of the equity interests in the owner of two buildings in midtown Manhattan. The buildings, containing a total of 181,637 rentable square feet, are expected to be converted into 215 multifamily rental units. The mezzanine loan is part of a $90,000, three-year (two-year initial term with one one-year extension option) interest-only, floating rate financing comprised of the mezzanine loan and a $72,000 first mortgage loan. When the first mortgage loan is fully funded, the Company expects that the mezzanine loan will have a LTV of approximately 60% and the mezzanine loan has been underwritten to generate an IRR of approximately 13%. See “— Investments” above for a discussion of how IRR is calculated.
In February 2013, the Company provided a $25,000 mezzanine loan secured by a pledge of the equity interests in the owner of a portfolio of four hotels totaling 1,231 rooms located in Rochester, Minnesota. The hotels are within walking distance of the Mayo Clinic, an internationally renowned health care facility that treats over one million patients annually from around the world. The mezzanine loan is part of a $145,000 five-year, fixed rate loan, comprised of a $120,000 first mortgage loan and the mezzanine loan, which was provided in connection with the acquisition of the portfolio. The mezzanine loan has an appraised LTV of approximately 69% and has been underwritten to generate an IRR of approximately 12%. See “— Investments” above for a discussion of how IRR is calculated.
37
In February 2013, the Company received principal repayment on two mezzanine loans totaling $50,000 secured by a portfolio of retail shopping centers located throughout the United States. In connection with the repayment, the Company received a yield maintenance payment totaling $2,500. With the yield maintenance payment, the Company realized a 15% IRR on its mezzanine loan investment. See “— Investments” above for a discussion of how IRR is calculated.
In May 2013, the Company provided a $32,000 mezzanine loan secured by a pledge of the equity interests in a borrower that owns a portfolio of 15 warehouse facilities, totaling 2.8 million square feet, spanning nine states. The mezzanine loan is part of a $322,000, 10-year fixed rate loan comprised of a $220,000 first mortgage loan (with a 25-year amortization schedule), a $70,000 senior mezzanine loan and the Company's $32,000 junior mezzanine loan. The mezzanine loan has an appraised LTV of 75% and has been underwritten to generate an IRR of approximately 12%. See “— Investments” above for a discussion of how IRR is calculated.
In May 2013, the Company provided a $44,000 mezzanine loan secured by the pledge of the equity interests in a borrower that acquired five adjacent commercial buildings totaling approximately 411,000 gross square feet that are expected to be converted into multifamily rental apartments in the Gramercy Park neighborhood of New York City. The mezzanine loan is part of a $128,000, fifteen-month (one-year initial term with one three-month extension option) floating rate loan comprised of a $84,000 first mortgage and the Company's $44,000 mezzanine loan. The mezzanine loan has an appraised LTV of 78% and has been underwritten to generate an IRR of approximately 14%. See “— Investments” above for a discussion of how IRR is calculated.
In June 2013, the Company received the repayment of a $15,000 mezzanine loan secured by a hotel in New York City. In connection with the repayment, the Company received a yield maintenance payment totaling $1,233. With the yield maintenance payment, the Company realized a 19% IRR on its mezzanine loan investment. See “— Investments” above for a discussion of how IRR is calculated.
In July 2013, the Company provided a $14,000 mezzanine loan (purchased for $13,551 or approximately 97% of face value) secured by a pledge of the equity interest in a borrower that owns the office component of a 432,717 square foot building located in downtown New York City. The mezzanine loan is part of a $105,000, 10-year fixed rate loan (with 9 years remaining) comprised of a $91,000 first mortgage loan and the Company's $14,000 mezzanine loan. The mezzanine loan has an underwritten LTV of 70% and has been underwritten to generate an IRR of approximately 13%. See “— Investments” above for a discussion of how IRR is calculated.
In August 2013, the Company provided a $22,500 mezzanine loan secured by a pledge of the equity interest in a borrower that owns a mixed use property located in the central business district of Pittsburgh, PA and consists of (i) a 27-story multi-tenant office building, (ii) an adjoining 616-key convention center hotel and (iii) a 479-space underground parking garage. The mezzanine loan is part of a $105,000, five-year (three-year initial term with two one-year extension options)floating rate loan comprised of an $82,500 first mortgage loan and the Company's $22,500 mezzanine loan. The mezzanine loan has an appraised LTV of 69% and has been underwritten to generate an IRR of approximately 12%. See “— Investments” above for a discussion of how IRR is calculated.
In October 2013, the Company purchased $47,000 of mezzanine participations secured by a pledge of the equity interests in a borrower that owns a healthcare portfolio consisting of 193 skilled nursing facilities, long-term acute care hospitals and senior housing facilities. The mezzanine participations, which the Company purchased at par, have a remaining nine-month term and are part of a $92,000 floating-rate senior mezzanine loan. The Company’s loan basis, inclusive of cash held for collateral, represents an underwritten LTV of 58%. The mezzanine participations were underwritten to generate an IRR of approximately 12%. See “— Investments” above for a discussion of how IRR is calculated.
In October 2013, the Company received a full principal repayment from a $25,000 mezzanine loan secured by a portfolio of hotels in New York City. The Company realized a 12% IRR on its investment. See “— Investments” above for a discussion of how IRR is calculated.
In November 2013, the Company provided a $50,000 mezzanine loan secured by a pledge of the equity interests in a borrower that owns a portfolio of seven office parks throughout Florida. The mezzanine loan is part of a $450,000, five-year (three year initial term with two one-year extension options at the borrower’s option, subject to certain conditions) floating rate loan consisting of a $400,000 first mortgage and the Company’s $50,000 mezzanine loan. The Company's loan basis represents an underwritten LTV of 82%. The mezzanine loan was underwritten to generate an IRR of approximately 12%. See “— Investments” above for a discussion of how IRR is calculated.
In December 2013, the Company provided a $19,500 preferred equity investment ($17,000 which was funded at closing) with a five-year term for the refinancing of a portfolio of three multifamily properties totaling 1,328 units located in Florida and Illinois, 70 for-sale condominium units located in Atlanta, Georgia and a 48-room hotel located in Miami, Florida. The
38
portfolio is owned by an international commercial real estate owner and operator, who provided a full payment guarantee on the Company’s preferred equity investment. On a fully funded basis, the preferred equity investment has an underwritten LTV of 90% and has been underwritten to generate an IRR
of 16%. See “— Investments” above for a discussion of how IRR is calculated.
CMBS.
In 2013, the Company deployed $30,127 of equity to acquire legacy CMBS originally rated AAA with an aggregate face amount of $133,783 and a weighted average life of approximately 3.7 years. The Company financed the balance utilizing $133,899 of borrowings under the UBS Facility and additionally pledged $30,127 of cash. See “—Liquidity and Capital Resources" below for a description of the UBS Facility. The CMBS investments have been underwritten to generate a weighted average IRR of approximately 13%. See “—Investments” above for a discussion of how IRR is calculated.
Net Income Available to Common Stockholders
For the years ended
December 31, 2014
,
2013
and
2012
, respectively, the Company’s net income available to common stockholders was
$75,299
, or
$1.72
per share,
$45,045
, or
$1.26
per share and
$37,102
, or
$1.64
per share.
Net Interest Income
The following table sets forth certain information regarding the Company’s net investment income for the years ended
December 31, 2014
,
2013
and
2012
:
|
|
|
|
|
Variance
|
|||||||||||||||||||||
|
|
Year ended December 31,
|
2014 vs. 2013
|
2013 vs. 2012
|
||||||||||||||||||||||
|
|
2014
|
2013
|
2012
|
Variance
|
%
|
Variance
|
%
|
||||||||||||||||||
|
Interest income from:
|
|||||||||||||||||||||||||
|
Securities
|
$
|
21,189
|
|
$
|
12,267
|
|
$
|
15,347
|
|
$
|
8,922
|
|
72.7
|
%
|
$
|
(3,080
|
)
|
(20.1
|
)%
|
||||||
|
Securities, held to maturity
|
4,613
|
|
—
|
|
—
|
|
4,613
|
|
n/a
|
|
—
|
|
n/a
|
|
|||||||||||
|
Commercial mortgage loans
|
27,802
|
|
16,034
|
|
10,780
|
|
11,768
|
|
73.4
|
%
|
5,254
|
|
48.7
|
%
|
|||||||||||
|
Subordinate loans
|
69,743
|
|
49,162
|
|
24,666
|
|
20,581
|
|
41.9
|
%
|
24,496
|
|
99.3
|
%
|
|||||||||||
|
Repurchase agreements
|
—
|
|
—
|
|
6,286
|
|
—
|
|
n/a
|
|
(6,286
|
)
|
(100.0
|
)%
|
|||||||||||
|
Interest expense
|
(26,541
|
)
|
(4,356
|
)
|
(8,402
|
)
|
(22,185
|
)
|
509.3
|
%
|
4,046
|
|
(48.2
|
)%
|
|||||||||||
|
Net interest income
|
$
|
96,806
|
|
$
|
73,107
|
|
$
|
48,677
|
|
$
|
23,699
|
|
32.4
|
%
|
$
|
24,430
|
|
50.2
|
%
|
||||||
Net interest income for the year ended
December 31, 2014
compared to
2013
, and the year ended
December 31, 2013
compared to
2012
, respectively, increased
$23,699
, or
32.4%
, and
$24,430
, or
50.2%
. For the year ended
December 31, 2014
, the increase was primarily the result of additional interest income from securities, commercial mortgage loans and subordinate loans offset by an increase in interest expense. For the year ended
December 31, 2013
, the increase was primarily the result of additional interest income from commercial mortgage loans and subordinate loans as well as a decline in interest expense. This was partially offset by a decline in interest income from securities and repurchase agreements.
The increase (decrease) in interest income related to securities for the year ended
December 31, 2014
compared to
2013
, and the year ended
December 31, 2013
compared to
2012
, respectively, of
$8,922
, or
72.7%
, and
$(3,080)
, or
(20.1)%
, was primarily attributable to the purchase of additional CMBS during 2014 and 2013. This was offset by the repayment of some of these securities as they near maturity and, to a lesser extent, the sale of the portion of the Company’s securities during 2012.
The increase in interest income related to commercial mortgage loans for the year ended
December 31, 2014
compared to
2013
, and the year ended
December 31, 2013
compared to
2012
, respectively, of
$11,768
, or
73.4%
, and
$5,254
, or
48.7%
, is primarily attributable to the funding of $403,983, $32,643 and $62,490 of commercial mortgage loans during
2014
,
2013
and
2012
, respectively. This was partially offset by the repayments of $105,501 of commercial mortgage loans during
2014
.
The increase in interest income related to subordinate loans for the year ended
December 31, 2014
compared to
2013
, and the year ended
December 31, 2013
compared to
2012
, respectively, of
$20,581
, or
41.9%
, and
$24,496
, or
99.3%
, is primarily attributable to the funding of $402,336, $361,035 and $96,023 of subordinate loans during
2014
,
2013
and
2012
, respectively. This was partially offset by the repayments of $194,050 and $118,771 of subordinate loans during
2014
and
2013
.
The decrease in interest related to repurchase agreements for the year ended
December 31, 2013
of
$6,286
, or
100.0%
, is attributable to the final repayment of the repurchase agreement in January 2013.
39
Interest expense for the year ended
December 31, 2014
compared to
2013
, and the year ended
December 31, 2013
compared to
2012
, respectively, increased (decreased)
$22,185
, or
509.3%
, and
(4,046)
, or
(48.2)%
. In addition to the Company's issuance of the Convertible Senior Notes during 2014, the increase for 2014 is primarily attributable to the increase in the weighted average cost of funds from 2.4% at
December 31, 2013
to 3.2% at
December 31, 2014
. This increase in the weighted average cost of funds was primarily related to the Company's fixed-rate borrowings under the UBS Facility and DB Facility. This increase in interest expense was also attributable to the increase in the average balance of the Company’s borrowings under repurchase agreements from $203,613 during
2013
to $414,042 during
2014
.
The decrease in interest expense for the year ended
December 31, 2013
is primarily the result of the decline in the average balance of the Company’s borrowings from $320,561 during 2012 to $203,613 during
2013
. In addition to the repayment of debt outstanding under the Wells Facility as the related CMBS was been repaid or sold, the Company repaid substantially all of the borrowings outstanding under the JPMorgan Facility upon the close of the offering of the Company’s 8.625% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) in August 2012. The Company also amended the JPMorgan Facility and the Wells Facility during 2012 and 2013 to reduce the cost of borrowings.
Operating Expenses
The following table sets forth the Company’s operating expenses for the years ended
December 31, 2014
,
2013
and
2012
:
|
|
|
|
|
Variance
|
|||||||||||||||||||||
|
|
Year ended December 31,
|
2014 vs. 2013
|
2013 vs. 2012
|
||||||||||||||||||||||
|
|
2014
|
2013
|
2012
|
Variance
|
%
|
Variance
|
%
|
||||||||||||||||||
|
General and administrative expense
|
$
|
4,575
|
|
$
|
4,075
|
|
$
|
4,919
|
|
$
|
500
|
|
12.3
|
%
|
$
|
(844
|
)
|
(17.2
|
)%
|
||||||
|
Stock-based compensation expense
|
1,576
|
|
3,488
|
|
3,624
|
|
(1,912
|
)
|
(54.8
|
)%
|
(136
|
)
|
(3.8
|
)%
|
|||||||||||
|
Management fee expense
|
11,960
|
|
10,012
|
|
6,139
|
|
1,948
|
|
19.5
|
%
|
3,873
|
|
63.1
|
%
|
|||||||||||
|
Total operating expense
|
$
|
18,111
|
|
$
|
17,575
|
|
$
|
14,682
|
|
$
|
536
|
|
3.0
|
%
|
$
|
2,893
|
|
19.7
|
%
|
||||||
General and administrative expense for the year ended
December 31, 2014
increased
$500
, or
12.3%
, from the same period in
2013
. General and administrative expense for the year ended
December 31, 2013
decreased
$844
, or
17.2%
, from the same period in
2012
. The increase during
2014
is primarily attributable to increased costs associated with managing the Company's increased asset base. The decrease in
2013
is primarily attributable one-time expenses related to the closing of loans during 2012.
Stock-based compensation expense for the year ended
December 31, 2014
decreased
$1,912
, or
54.8%
from the same period in
2013
. Stock-based compensation expense for the year ended
December 31, 2013
decreased
$136
, or
3.8%
from the same period in
2012
. The decrease in 2014 is primarily attributable to final vesting of 288,750 RSUs on January 1, 2014. Share-based payments are discussed further in the accompanying consolidated financial statements—Note 14–Share-Based Payments.
Management fee expense for the year ended
December 31, 2014
compared
2013
, and the year ended
December 31, 2013
compared to
2012
, respectively, increased
$1,948
, or
19.5%
, and
$3,873
, or
63.1%
. These increases were primarily attributable to increases in the Company’s stockholders’ equity (as defined in the Management Agreement) as a result of the Company’s follow-on common equity offerings that were completed in October 2012, March 2013, and May 2014 as well as the Series A Preferred Stock offering completed in the August 2012. Management fees and the relationship between the Company and the Manager are discussed further in the accompanying consolidated financial statements—Note 13—Related Party Transactions.
40
Realized and Unrealized Gain/Loss
The following amounts related to realized and unrealized gains (losses) on the Company’s CMBS and derivative instruments are included in the Company’s consolidated statement of operations for the years ended
December 31, 2014
,
2013
and
2012
:
|
|
|
For the year ended December 31,
|
|||||||||||
|
|
Location of Gain (Loss) Recognized in
Income |
2014
|
2013
|
2012
|
|||||||||
|
Securities
|
Realized gain on sale of securities
|
$
|
—
|
|
$
|
—
|
|
$
|
262
|
|
|||
|
Securities
|
Unrealized gain (loss) on securities
|
4,147
|
|
(3,065
|
)
|
6,489
|
|
||||||
|
Forward currency contract
|
Gain on derivative instruments - unrealized
|
4,070
|
|
—
|
|
—
|
|
||||||
|
Foreign currency
|
Foreign currency gain (loss) - unrealized
|
(4,050
|
)
|
—
|
|
—
|
|
||||||
|
Interest rate swaps
|
Loss on derivative instruments – realized *
|
—
|
|
(157
|
)
|
(895
|
)
|
||||||
|
Interest rate swaps
|
Gain on derivative instruments – unrealized
|
—
|
|
156
|
|
510
|
|
||||||
|
Interest rate caps
|
Loss on derivative instruments - unrealized
|
—
|
|
(1
|
)
|
(187
|
)
|
||||||
|
Total
|
$
|
4,167
|
|
$
|
(3,067
|
)
|
$
|
6,179
|
|
||||
|
*
|
Realized losses represent net amounts expensed related to the exchange of fixed and floating rate cash flows for the Company’s derivative instruments during the period.
|
The Company used interest rate swaps and caps to manage exposure to variable cash flows on portions of its borrowings under repurchase agreements. Interest rate swap and cap agreements allow the Company to receive a variable rate cash flow based on LIBOR and pay a fixed rate cash flow, mitigating the impact of this exposure. All of the Company's interest rate swaps and caps matured during the third quarter of 2013.
During April 2014, the Company entered into a forward contract whereby it agreed to sell £34,389 in exchange for $57,631 in January 2015. The forward contract was executed to economically fix the U.S. dollar amounts of foreign denominated cash flows expected to be received related to a foreign denominated loan investment which closed in the second quarter of 2014.
The Company has not designated any of its derivative instruments as hedges under GAAP and therefore, changes in the fair value of the Company's derivatives are recorded directly in earnings.
In March 2012, the Company sold CMBS with an amortized cost of $137,423 resulting in net realized gains of $262. The sale generated proceeds of $14,621 after the repayment of $123,064 of debt under the Wells Facility.
For the years ended
December 31, 2014
,
2013
and
2012
, respectively, the Company recognized an unrealized gain (loss) on securities of
$4,147
,
$(3,065)
and
$6,489
. These gains (losses) resulted from mark-to-market adjustments related to those securities for which the fair value option has been elected.
Dividends
For
2014
, the Company declared the following dividends:
|
Declaration Date
|
Record Date
|
Payment Date
|
Amount
|
Per Share Dividend Attributable to 2014
|
||||
|
February 26, 2014
|
March 31, 2014
|
April 15, 2014
|
$
|
0.4000
|
|
$
|
0.4000
|
|
|
April 29, 2014
|
June 30, 2014
|
July 15, 2014
|
$
|
0.4000
|
|
$
|
0.4000
|
|
|
July 28, 2014
|
September 30, 2014
|
October 15, 2014
|
$
|
0.4000
|
|
$
|
0.4000
|
|
|
October 28, 2014
|
December 31, 2014
|
1/15/15
|
$
|
0.4000
|
|
$
|
0.0420
|
|
As the Company's aggregate distributions exceeded its earnings and profits, a portion of the January 2015 distribution declared in the fourth quarter of 2014 and payable to stockholders of record as of December 31, 2014 will be treated as a 2014 distribution for federal tax purposes. All of the Company's dividends listed above are classified as ordinary income.
For
2014
, the Company declared the following dividends on its Series A Preferred Stock:
41
|
Declaration Date
|
Record Date
|
Payment Date
|
Amount
|
Per Share Dividend Attributable to 2014
|
||||
|
March 17, 2014
|
March 31, 2014
|
April 15, 2014
|
$
|
0.5391
|
|
$
|
0.5391
|
|
|
June 9, 2014
|
June 30, 2014
|
July 15, 2014
|
$
|
0.5391
|
|
$
|
0.5391
|
|
|
September 8, 2014
|
September 30, 2014
|
October 15, 2014
|
$
|
0.5391
|
|
$
|
0.5391
|
|
|
December 16, 2014
|
December 31, 2014
|
January 15, 2015
|
$
|
0.5391
|
|
$
|
0.5391
|
|
All of the Company's dividends listed above are classified as ordinary income.
Subsequent Events
Investment activity
. In January 2015, the Company closed a £35,000 (approximately $52,000) mezzanine loan secured by a portfolio of 44 senior housing facilities located throughout the United Kingdom. The five-year, floating-rate mezzanine loan is part of a £223,800 whole loan, which includes a £164,100 first mortgage loan and a £59,700 mezzanine loan. The remaining £24,700 of the mezzanine loan was acquired by investment funds affiliated with Apollo Global Management, LLC. The mezzanine loan has an appraised LTV of 70% and was underwritten to generate an IRR of approximately 10%. See “- Investments” above for a discussion of how IRR is calculated.
In February 2015, the Company closed a $20,000 mezzanine loan secured by a 488-key full service hotel located in Burbank, California. The five-year, fixed rate mezzanine loan is part of a $90,000 financing which consists of a $70,000 first mortgage loan and the Company's $20,000 mezzanine loan. The mezzanine loan has an appraised LTV of 74% and has been underwritten to generate an IRR of approximately 11%. See “- Investments” above for a discussion of how IRR is calculated.
In February 2015, the Company closed a $92,500 ($72,500 of which was funded at closing) first mortgage loan for the predevelopment of a mixed-use multifamily and retail development aggregating approximately 330,000 square feet in downtown Brooklyn, New York. The two-year, floating-rate first mortgage loan has an appraised LTV of 57% and has been underwritten to generate an IRR of approximately 21% on a levered basis.
During the first quarter of 2015, the Company funded an additional investment of €3,331 (or $3,929) related to its investment in Champ LP. Additionally, the Company funded an additional investments of $3,000 related to its investment in floating rate first mortgage loan for the development of a 50-unit luxury residential condominium in Montgomery County, Maryland and $4,194 related to its investment in a $82,500 mezzanine loan for the development of a mixed-use property on the Upper West Side neighborhood of New York City.
During February 2015, the Company sold approximately 48% of its ownership interest in Champ LP at cost to an account managed by Apollo for approximately $20,794, reducing its unfunded commitment to Champ LP to €3,229. Through its interest in Champ LP, the Company now holds an indirect ownership interest of approximately 11% in Bremer Kreditbank AG, which operates under the name BKB Bank. The Company together with certain other affiliated investors and unaffiliated third party investors, in aggregate, own 100% of BKB Bank.
Repurchase Facilities.
On January 26, 2015, the Company, through an indirect wholly-owned subsidiary, entered into a repurchase agreement with Goldman Sachs Bank USA (the “Goldman Loan”). The Goldman Loan provides for a purchase price of $52,524 and a repurchase date of the earliest of: (1) April 30, 2019, (2) an early repurchase date as a result of repayment or sale of the purchased loan, or (3) an accelerated repurchase date as a result of certain events of default. Subject to the terms and conditions thereof, the Goldman Loan provides for the purchase and sale of certain participation interests in a mortgage loan secured by single-family and condominium properties. Prior to an event of default, amounts borrowed under the Goldman Loan bear interest at a spread of 3.5% plus one-month LIBOR. In addition, the Goldman Loan provides that margin calls may occur during the continuance of certain credit events if the market value of the mortgaged properties drop below an agreed upon percentage. The Goldman Loan contains affirmative and negative covenants and provisions regarding events of default that are normal and customary for similar repurchase agreements. The Company has agreed to the following restrictive covenants, among others: (1) continuing to operate in a manner that allows the Company to qualify as a REIT and (2) financial covenants, including (A) a minimum consolidated tangible net worth covenant ($750,000), (B) maximum total indebtedness to consolidated tangible net worth (3:1), (C) minimum liquidity ($15,000), (D) minimum sum of (i) cash liquidity and (ii) “near cash liquidity” (5.0% of the Company’s total recourse indebtedness), (E) minimum net income (one U.S. dollar during any four consecutive fiscal quarters) and (F) a minimum ratio of EBITDA to interest expense (1.5 to 1.0). The Company has also agreed to provide a guarantee of the obligations under the Goldman Loan.
On January 29, 2015, the Company, through indirect wholly-owned subsidiaries, entered into a Fourth Amended and Restated Master Repurchase Agreement (the “Amended and Restated JPMorgan Facility”) with JPMorgan. The Amended and Restated JPMorgan Facility provides for a maximum aggregate purchase price of $300,000 and has a two-year term plus a one-
42
year extension option, exercisable at the option of the Sellers, subject to satisfaction of certain conditions. Subject to the terms and conditions thereof, the Amended and Restated JPMorgan Facility provides for the purchase, sale and repurchase of eligible senior commercial or multifamily mortgage loans, junior commercial or multifamily mortgage loans, mezzanine loans and participation interests therein that are secured by properties located in the United States, England or Wales. Amounts borrowed under the Amended and Restated JPMorgan Facility bear interest at spreads ranging from 2.25% to 4.75% over one-month LIBOR. Maximum advance rates under the Amended and Restated JPMorgan Facility range from 25% to 80% on the estimated fair value of the pledged collateral depending on its loan-to-value ratio. Margin calls may occur any time the aggregate repurchase price exceeds the agreed upon advance rate multiplied by the market value of the assets by more than $250. The Amended and Restated JPMorgan Facility contains affirmative and negative covenants and provisions regarding events of default that are normal and customary for similar repurchase facilities. The Company has agreed to the following restrictive covenants, among others: (1) continuing to operate in a manner that allows the Company to qualify as a REIT and (2) financial covenants, including (A) a minimum consolidated tangible net worth covenant ($750,000 plus 75% of the net cash proceeds of any equity issuance by the Company), (B) maximum total indebtedness to consolidated tangible net worth (3:1), or (C) minimum liquidity (the greater of 5% of the Company’s total recourse indebtedness or $15,000). The Company has agreed to provide a limited guarantee of the obligations under the Amended and Restated JPMorgan Facility.
Dividends.
On February 25, 2015, the Company’s board of directors declared a dividend of $0.44 per share of common stock which is payable on April 15, 2015 to common stockholders of record on March 31, 2015.
Management Agreement.
Following a meeting by the Company’s independent directors in February 2015, which included a discussion of the Manager’s performance and the level of the management fees thereunder, the Company determined not to terminate the Management Agreement.
Factors Impacting Operating Results
The Company's results of operations are affected by a number of factors and primarily depend on, among other things, the level of the interest income from target assets, the market value of its assets and the supply of, and demand for, commercial mortgage loans, CMBS, commercial real estate corporate debt and loans and other real estate-related debt investments in which the Company invests, and the financing and other costs associated with its business. Interest income and borrowing costs may vary as a result of changes in interest rates and the availability of government sponsored financing, each of which could impact the net interest the Company receives on commercial mortgage loans and CMBS assets. The Company’s operating results may also be impacted by conditions in the financial markets, credit losses in excess of initial anticipations or unanticipated credit events experienced by borrowers whose commercial mortgage loans are held directly by the Company or are included in the Company’s CMBS.
Changes in market interest rates.
With respect to the Company’s business operations, increases in interest rates, in general, may over time cause: (i) the interest expense associated with variable rate borrowings to increase; (ii) the value of commercial mortgage loans, CMBS and commercial real estate corporate debt and loans to decline; (iii) coupons on variable rate commercial mortgage loans and commercial real estate corporate debt and loans to reset, although on a delayed basis, to higher interest rates; (iv) to the extent applicable under the terms of the Company’s investments, prepayments on commercial mortgage loan, CMBS and commercial real estate corporate debt and loans portfolio to slow, and (v) to the extent the Company enters into interest rate swap agreements as part of its hedging strategy, the value of these agreements to increase.
Conversely, decreases in interest rates, in general, may over time cause: (i) the interest expense associated with variable rate borrowings to decrease; (ii) the value of commercial mortgage loan, CMBS and commercial real estate corporate debt and loans portfolio to increase; (iii) coupons on variable rate commercial mortgage loans, CMBS and commercial real estate corporate debt and loans to reset, although on a delayed basis, to lower interest rates; (iv) to the extent applicable under the terms of the Company’s investments, prepayments on commercial mortgage loan, CMBS and commercial real estate corporate debt and loan portfolio to increase, and (v) to the extent the Company enters into interest rate swap agreements as part of its hedging strategy, the value of these agreements to decrease.
Changes in Fair Value of Assets.
The Company has designated investments in certain mortgage-backed securities as available-for-sale because the Company may dispose of them prior to maturity and does not hold them principally for the purpose of selling them in the near term. Securities available-for-sale are carried at estimated fair value with the net unrealized gains or losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Unrealized losses on securities that reflect a decline in value that is judged by management to be other than temporary, if any, are charged to earnings.
Credit risk.
One of the Company’s strategic focuses is acquiring assets which are believed to be of high credit quality. Management believes this strategy will generally keep credit losses and financing costs low. However, the Company is subject to varying degrees of credit risk in connection with its target assets. The Manager seeks to mitigate this risk by seeking to
43
acquire high quality assets, at appropriate prices given anticipated and unanticipated losses and by deploying a value-driven approach to underwriting and diligence, consistent with Apollo’s historical investment strategy, with a focus on current cash flows and potential risks to cash flow. The Manager seeks to enhance its due diligence and underwriting efforts by accessing Apollo’s extensive knowledge base and industry contacts. Nevertheless, unanticipated credit losses could occur which could adversely impact operating results.
Size of portfolio.
The size of the Company’s portfolio of assets, as measured by the aggregate principal balance of commercial mortgage-related loans and securities and the other assets owned is also a key revenue driver. Generally, as the size of the Company’s portfolio grows, the amount of interest income received increases. A larger portfolio, however, may result in increased expenses as the Company may incur additional interest expense to finance the purchase of assets.
Market conditions.
The commercial real estate lending market has largely recovered from the downturn experienced as part of the correction in the global financial markets which began in mid-2007. Property values in many markets and across multiple property types have recovered and the lending market is functioning with both established and new entrants. Based on the current market dynamics, including over $1 trillion of commercial real estate debt scheduled to mature through 2017, there remains a compelling opportunity for the Company to invest capital in its target assets at attractive risk adjusted returns. The Company will continue to focus on underlying real estate value, and transactions that benefit from the Company’s ability to execute complex and sophisticated transactions.
During and immediately following the financial crisis, due to the prevalence of lenders granting extensions across the commercial mortgage loan industry, the demand for new capital to refinance maturing commercial mortgage debt was somewhat tempered. This trend has abated to a certain extent in more recent periods as many borrowers have begun to refinance legacy loans and pursue new acquisitions. While the frequency of extensions and modifications had a meaningful impact on the timing of loan maturities, the Company believes the next phase will involve rising volumes of commercial mortgage lending activity which should allow lenders to capitalize on the impending maturity wall. Additionally, as the European senior lending market continues to expand and strengthen, the Company expects to see an increase in the number and availability of target opportunities.
The Federal Reserve has demonstrated a desire to continue reducing the amount of stimulus in the economy, while still maintaining an accommodative monetary policy. As a result, the low interest rate environment is expected to persist, remain attractive to borrowers and is projected to continue to drive significant refinancing and acquisition activity across all property types during 2015.
New-issue CMBS volume continued to grow in 2014 with total issuance in the U.S. of approximately $94 billion, a 9% increase from the $86 billion issued during the prior year. Issuance in 2013 increased approximately 78% over 2012 and 163% over 2011. While not directly related to many of the transactions we often pursue, the active CMBS market can be viewed as an indication of the strength and recovery of the commercial real estate lending market.
However, current volumes of CMBS issuance are still moderate relative to the peak of the market, which saw more than $229 billion in CMBS issuance in 2007. We perceive that lenders still appear to be focused on stabilized cash flowing assets with LTV ratios lower than peak. As a result, we expect to continue to see opportunities to originate mezzanine and first mortgage financings in transactions which benefit from the Company’s ability to source, structure and execute complex transactions.
Critical Accounting Policies and Use of Estimates
The Company’s financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and use of assumptions as to future uncertainties. The most critical accounting policies involve decisions and assessments that affect the Company’s reported assets and liabilities, as well as reported revenues and expenses. The Company believes that all of the decisions and assessments upon which these financial statements are based are reasonable based upon information currently available to the Company. The accounting policies and estimates that the Company considers to be most critical to an investor’s understanding of its financial results and condition and require complex management judgment are discussed below.
Fair Value Election
Securities at estimated fair value, whereby the Company has elected the fair value option, consist of certain CMBS which are pledged under the Company's repurchase agreements. In accordance with GAAP, the Company elected the fair value option for these securities, which permits the Company to measure these securities at fair value with the change in estimated fair value included as a component of earnings.
44
Securities Available-for-Sale
The Company has designated investments in certain mortgage-backed securities as available-for-sale because the Company may dispose of them prior to maturity and does not hold them principally for the purpose of selling them in the near term. Securities available-for-sale are carried at estimated fair value with the net unrealized gains or losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Unrealized losses on securities that reflect a decline in value that are judged by management to be other than temporary, if any, are charged to earnings. At disposition, the realized net gain or loss will be included in income on a specific identification basis.
When the estimated fair value of a security is less than amortized cost, the Company considers whether there is an other-than-temporary impairment (“OTTI”) in the value of the security. An impairment is deemed an OTTI if (i) the Company intends to sell the security, (ii) it is more likely than not that the Company will be required to sell the security before recovering its cost basis, or (iii) the Company does not expect to recover the entire amortized cost basis of the security even if the Company does not intend to sell the security or believes it is more likely than not that the Company will be required to sell the security before recovering its cost basis. If the impairment is deemed to be an OTTI, the resulting accounting treatment depends on the factors causing the OTTI. If the OTTI has resulted from (i) the Company’s intention to sell the security, or (ii) the Company’s judgment that it is more likely than not that the Company will be required to sell the security before recovering its cost basis, an impairment loss is recognized in current earnings equal to the difference between the security’s amortized cost basis and fair value. Whereas, if the OTTI has resulted from the Company’s conclusion that the Company will not recover its cost basis even if the Company does not intend to sell the security or believes it is more likely than not that the Company will be required to sell the security before recovering its cost basis, the credit loss portion of the impairment is recorded in current earnings and the portion of the loss related to other factors, such as changes in interest rates, continues to be recognized in accumulated other comprehensive income. Determining whether there is an OTTI may require management to exercise significant judgment and make significant assumptions, including, but not limited to, estimated cash flows, estimated prepayments, loss assumptions, and assumptions regarding changes in interest rates. As a result, actual impairment losses could differ from reported amounts. Such judgments and assumptions are based upon a number of factors, including (i) credit of the issuer or the borrower, (ii) credit rating of the security, (iii) key terms of the security, (iv) performance of the loan or underlying loans, including debt service coverage and loan-to-value ratios, (v) the value of the collateral for the loan or underlying loans, (vi) the effect of local, industry, and broader economic factors, and (vii) the historical and anticipated trends in defaults and loss severities for similar securities.
Loans Held-for-Investment
The Company’s loans have been evaluated to determine whether they should be classified as either held-for-sale or held-for-investment. Loans held-for-investment will be stated at the principal amount outstanding, net of deferred loan fees and costs in accordance with GAAP. The Company has not designated any loans as held-for-sale.
Loan Impairment
The Company’s loans are typically collateralized by commercial real estate. As a result, the Company regularly evaluates the extent and impact of any credit migration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan by loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations are sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the Company considers the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such impairment analyses are completed and reviewed by asset management and finance personnel, who utilize various data sources, including (i) periodic financial data such as debt service coverage ratio, property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, and (iii) current credit spreads and discussions with market participants.
For loans classified as held-for-investment, the Company evaluates the loans for possible impairment on a quarterly basis. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. Impairment is then measured based on the present value of expected future cash flows discounted at the loan’s effective rate or the fair value of the collateral, if the loan is collateral dependent. Upon measurement of impairment, the Company records an allowance to reduce the carrying value of the loan with a corresponding charge to net income. Significant judgments are required in determining impairment, including making assumptions regarding the value of the loan, the value of the underlying collateral and other provisions such as guarantees. The Company has determined that a loan loss reserve was not necessary as of
December 31, 2014
and
2013
.
45
Valuation of Financial Instruments
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring financial instruments at fair values. Market based or observable inputs are the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
Level I—Quoted prices in active markets for identical assets or liabilities.
Level II—Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level III—Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used.
Unobservable inputs reflect the Company’s own assumptions about the factors that market participants would use in pricing an asset or liability, and would be based on the best information available.
Any changes to the valuation methodology will be reviewed by management to ensure the changes are appropriate. As markets and products develop and the pricing for certain products becomes more transparent, the Company will continue to refine its valuation methodologies. The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company anticipates that its valuation methods will be appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The Company will use inputs that are current as of the measurement date, which may include periods of market dislocation, during which price transparency may be reduced.
Interest Income Recognition
Interest income on the Company’s commercial mortgage loans, CMBS and commercial real estate corporate debt and loans is accrued based on the actual coupon rate and the outstanding principal balance of such assets. Premiums, discounts and any deferred fees are amortized or accreted into interest income over the lives of the assets using the effective yield method, which includes the accretion of purchase discounts and any deferred fees as well as the amortization of purchase premiums and the stated coupon interest payments.
Hedging Instruments and Hedging Activities
Consistent with maintaining its qualification as a REIT, in the normal course of business, the Company uses a variety of derivative financial instruments to manage, or hedge, interest rate and foreign currency risk. Derivatives are used for hedging purposes rather than speculation. The Company determines their fair value and obtains quotations from a third party to facilitate the process in determining these fair values. If the Company’s hedging activities do not achieve the desired results, reported earnings may be adversely affected.
GAAP requires an entity to recognize all derivatives as either assets or liabilities in the balance sheets and to measure those instruments at fair value. To the extent the instrument qualifies for hedge accounting, the fair value adjustments will be recorded as a component of other comprehensive income in stockholders’ equity until the hedged item is recognized in earnings. Whenever the Company decides not to pursue hedge accounting, the fair value adjustments will be recorded in earnings immediately based on changes in the fair market value of those instruments.
The Company uses interest rate swaps and caps to manage exposure to variable cash flows on portions of its borrowings under repurchase agreements. Interest rate swap and cap agreements allow the Company to receive a variable rate cash flow based on LIBOR and pay a fixed rate cash flow, mitigating the impact of this exposure. All of the Company's interest rate swaps and caps matured during the third quarter of 2013.
During April 2014, the Company entered into a forward contract whereby it agreed to sell
£34,389
in exchange for
$57,631
in January 2015. The forward contract was executed to economically fix the U.S. dollar amounts of foreign denominated cash flows expected to be received related to a foreign denominated loan investment which closed in the second quarter of 2014.
The Company has not designated any of its derivative instruments as hedges under GAAP and therefore, changes in the fair value of the Company's derivatives are recorded directly in earnings.
46
Repurchase Agreements
Securities sold under repurchase agreements will be treated as collateralized financing transactions, unless they meet sales treatment. Securities financed through a repurchase agreement will remain on the Company’s consolidated balance sheet as an asset and cash received from the purchaser will be recorded on the Company’s consolidated balance sheet as a liability. Interest paid in accordance with repurchase agreements will be recorded in interest expense.
Income Taxes
The Company operates in a manner intended to enable it to qualify as a REIT under Sections 856-859 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90% of its REIT taxable income, excluding net capital gains and determined without regard to the dividends paid deduction, as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders.
The Company has elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to U.S. federal and state income tax at regular corporate tax rates.
Recent Accounting Pronouncements
In January 2013, the FASB issued guidance to clarify the scope of disclosures about offsetting assets and liabilities. The amendments clarify that the scope of guidance issued in December 2011 to enhance disclosures around financial instruments and derivative instruments that are either (1) offset, or (2) subject to a master netting arrangement or similar agreement, irrespective of whether they are offset, applies to derivatives, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. The amendments are effective for interim and annual periods beginning on or after January 1, 2013. As the amendments are limited to disclosure only, the adoption of this guidance did not have a material impact on the consolidated financial statements of the Company’s consolidated financial statements.
In February 2013, the FASB issued an update which includes amendments that require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income ("OCI") on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other required disclosures that provide additional detail about those amounts. The new requirement presents information on amounts reclassified out of accumulated OCI and their corresponding effect on net income in one place or in some cases, provides for cross-references to related footnote disclosures. For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012. During 2014, 2013 and 2012, the Company had no amounts reclassified into or out of OCI.
In June 2013, the FASB issued guidance to change the assessment of whether an entity is an investment company by developing a new two-tiered approach that requires an entity to possess certain fundamental characteristics while allowing judgment in assessing certain typical characteristics. The fundamental characteristics that an investment company is required to have include the following: (1) it obtains funds from one or more investors and provides the investor(s) with investment management services; (2) it commits to its investor(s) that its business purpose and only substantive activities are investing the funds solely for returns from capital appreciation, investment income or both; and (3) it does not obtain returns or benefits from an investee or its affiliates that are not normally attributable to ownership interests. The typical characteristics of an investment company that an entity should consider before concluding whether it is an investment company include the following: (1) it has more than one investment; (2) it has more than one investor; (3) it has investors that are not related parties of the parent or the investment manager; (4) it has ownership interests in the form of equity or partnership interests; and (5) it manages substantially all of its investments on a fair value basis. The new approach requires an entity to assess all of the characteristics of an investment company and consider its purpose and design to determine whether it is an investment company. The guidance includes disclosure requirements about an entity’s status as an investment company and financial support provided or contractually required to be provided by an investment company to its investees. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2013. Earlier application is prohibited. The guidance prohibits REITs from qualifying for investment company accounting and, as such, the Company has determined that it will not meet the definition of an investment company under this ASU.
In May 2014, the FASB issued guidance which broadly amends the accounting guidance for revenue recognition. This guidance is effective for the first interim or annual period beginning after December 15, 2016, and is to be applied
47
prospectively. The Company does not anticipate that the adoption of this guidance will have a material impact on the Company's consolidated financial statements.
In June 2014, the FASB issued guidance which amends the accounting guidance for repurchase-to-maturity transactions and repurchase agreements executed as repurchase financings, and requires additional disclosure about certain transactions by the transferor. The guidance is effective for certain transactions that qualify for sales treatment for the first interim or annual period beginning after December 15, 2014. The new disclosure requirements for repurchase agreements, securities lending transactions and repurchase-to-maturity transactions that qualify for secured borrowing treatment is effective for annual periods beginning after December 15, 2014 and for interim periods beginning after March 15, 2014. The Company currently records repurchase arrangements as secured borrowings and does not anticipate this guidance will have an impact on the Company's consolidated financial statements.
In August 2014, the FASB issued guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance requires that management evaluate each annual and interim reporting period whether conditions exist that give rise to substantial doubt about the entity’s ability to continue as a going concern within one year from the financial statement issuance date, and if so, provide related disclosures. Disclosures are only required if conditions give rise to substantial doubt, whether or not the substantial doubt is alleviated by management’s plans. No disclosures are required specific to going concern uncertainties if an assessment of the conditions does not give rise to substantial doubt. Substantial doubt exists when conditions and events, considered in the aggregate, indicate that it is probable that a company will be unable to meet its obligations as they become due within one year after the financial statement issuance date. If substantial doubt is alleviated as a result of the consideration of management’s plans, a company should disclose information that enables users of financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes): (1) principal conditions that initially give rise to substantial doubt, (2) management’s evaluation of the significance of those conditions in relation to the company’s ability to meet its obligations, and (3) management’s plans that alleviated substantial doubt. If substantial doubt is not alleviated after considering management’s plans, disclosures should enable investors to understand the underlying conditions, and include the following: (1) a statement indicating that there is substantial doubt about the company’s ability to continue as a going concern within one year after the issuance date, (2) the principal conditions that give rise to substantial doubt, (3) management’s evaluation of the significance of those conditions in relation to the company’s ability to meet its obligations, and (4) management's plans that are intended to mitigate the adverse conditions. The new guidance applies to all companies. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company does not anticipate that the adoption of this guidance will have a material impact on the Company's consolidated financial statements.
Liquidity and Capital Resources
Liquidity is a measure of the Company’s ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain its assets and operations, make distributions to its stockholders and other general business needs. The Company’s cash is used to purchase or originate target assets, repay principal and interest on borrowings, make distributions to stockholders and fund operations. The Company’s liquidity position is closely monitored and the Company believes it has sufficient current liquidity and access to additional liquidity to meet financial obligations for at least the next 12 months. The Company’s primary sources of liquidity are as follows:
Cash Generated from Operations
Cash from operations is generally comprised of interest income from the Company’s investments, net of any associated financing expense, principal repayments from the Company’s investments, net of associated financing repayments, proceeds from the sale of investments, and changes in working capital balances. See “- Results of Operations – Investments for a summary of interest rates and weighted average lives related to the Company’s investment portfolio as of
December 31, 2014
. While there are no contractual paydowns related to the Company’s CMBS, periodic paydowns do occur. Repayments on the debt secured by the Company’s CMBS occur in conjunction with the paydowns on the collateral pledged.
Borrowings Under Various Financing Arrangements
JPMorgan Facility
In January 2010, the Company, through two indirect wholly owned subsidiaries, entered into the JPMorgan Facility. As of December 31, 2014 the JPMorgan Facility provided that the Company may borrow up to $175,000 in order to finance the origination and acquisition of commercial first mortgage loans and AAA-rated CMBS. Amounts borrowed under the JPMorgan Facility bore interest at a rate of LIBOR+2.5%. Advance rates under the JPMorgan Facility typically range from 65%-90% on the estimated fair value of the pledged collateral depending on its LTV. Margin calls will occur any time the outstanding loan
48
balance exceeds the lender’s required advance in accordance with agreed upon advance rates by more than $250. The Company has agreed to provide a full guarantee for the obligations of its borrower subsidiaries under the JPMorgan Facility and is requires to hold minimum liquidity equal to the greater of 5% of its total recourse indebtedness and $15,000. The JPMorgan Facility contains, among others, the following restrictive covenants: (1) negative covenants relating to restrictions on the Company’s operations that would cease to allow the Company to qualify as a REIT and (2) financial covenants to be met by the Company when the repurchase facility is being utilized, including a minimum consolidated tangible net worth covenant ($125,000), maximum total debt to consolidated tangible net worth covenant (3:1), a minimum liquidity covenant (the greater of 10% of total consolidated recourse indebtedness and $12,500) and a minimum net income covenant (one U.S. dollar during any four consecutive fiscal quarters). The Company agreed to provide a limited guarantee of the obligations of its indirect wholly-owned subsidiaries under the Amended and Restated JPMorgan Facility.
As of December 31, 2014, the Company had $168,124 of borrowings outstanding under the JPMorgan Facility.
Subsequent to year end, in January 2015, the Company, through two indirect wholly owned subsidiaries, entered into the Amended and Restated JPMorgan Facility. The Amended and Restated JPMorgan Facility provides for a maximum aggregate purchase price of $300,000 and a two-year term plus a one-year extension option, for the purchase, sale and repurchase of eligible senior commercial or multifamily mortgage loans, junior commercial or multifamily mortgage loans, mezzanine loans and participation interests therein that are secured by properties located in the United States, England or Wales. Amounts borrowed under the JPMorgan Agreement bear interest at spreads ranging from 2.25% to 4.75% over one-month LIBOR. Maximum advance rates under the Amended and Restated JPMorgan Facility range from 25% to 80% on the estimated fair value of the pledged collateral depending on its LTV. Margin calls may occur any time the aggregate repurchase price exceeds the agreed upon advance rate multiplied by the market value of the assets by more than $250,000. The Amended and Restated JPMorgan Facility contains, among others, the following restrictive covenants: (1) continuing to operate in a manner that allows the Company to qualify as a REIT and (2) financial covenants, including (A) a minimum consolidated tangible net worth covenant ($750,000 plus 75% of the net cash proceeds of any equity issuance by the Company), (B) maximum total indebtedness to consolidated tangible net worth (3:1), or (C) minimum liquidity (the greater of 5% of the Company’s total recourse indebtedness or $15,000). The Company has agreed to provide a limited guarantee of the obligations of its indirect wholly-owned subsidiaries under the Amended and Restated JPMorgan Facility.
The Company anticipates reborrowing under the Amended and Restated JPMorgan Facility as additional capital is deployed. The Company’s ability to achieve its underwritten levered weighted average IRRs discussed above under “- Results of Operations - Investments,” depends upon the Company reborrowing approximately $69,000 under the Amended and Restated JPMorgan Facility or any replacement facility.
Wells Facility
In August 2010, the Company, through an indirect wholly owned subsidiary, entered into the Wells Facility. The Wells Facility currently provides for borrowings of up to $506,000 in order to finance the acquisition of AAA-rated CMBS. The term of the Wells Facility expires in March 2015. The purchase price of the CMBS is determined on a per asset basis by applying an advance rate schedule agreed upon by the Company and Wells Fargo. Amounts borrowed under the Wells Facility bear interest at a rate of LIBOR + 0.80%. Advance rates under the Wells Facility typically range from 85%-90% on the face amount of the underlying collateral depending on the weighted average life of the collateral pledged. Margin calls will occur any time the outstanding loan balance exceeds the lender’s required advance in accordance with agreed upon advance rates by more than $250. The Wells Facility contains, among others, the following restrictive covenants: (1) negative covenants intended to restrict the Company from failing to qualify as a REIT and (2) financial covenants to be met by the Company, including a minimum net asset value covenant (which shall not be less than an amount equal to (i) $100,000, (ii) 75% of the greatest net asset value during the prior calendar quarter and (iii) 65% of the greatest net asset value during the prior calendar year), a maximum total debt to consolidated tangible net worth covenant (8:1), a minimum liquidity covenant ($2,500) and a minimum EBITDA to interest expense covenant (1.5:1). The Company has agreed to provide a limited guarantee of up to 15%, or a maximum of $37,500, of the obligations of its indirect wholly-owned subsidiary under the Wells Facility.
The pricing margin for all assets financed under the Wells Facility is 1.50%. The Company is required to maintain at all times an amount in Repo Liquidity (as generally defined to include all amounts held in the collection account established under the Wells Facility for the benefit of Wells Fargo, cash, cash equivalents, super-senior CMBS rated AAA by at least two rating agencies, and total amounts immediately and unconditionally available on an unrestricted basis under all outstanding capital commitments, subscription facilities and secured revolving credit or repurchase facilities) no less than the greater of 10% of the total consolidated recourse indebtedness of the Company and $12,500. Advances under the Wells Facility accrue interest at a per annum pricing rate equal to the sum of (i) 30 day LIBOR and (ii) the applicable pricing margin.
As of
December 31, 2014
, the Company had
$20,166
of borrowings outstanding under the Wells Facility secured by CMBS held by the Company.
49
UBS Facility
In September 2013, the Company through an indirect wholly-owned subsidiary entered into the UBS Facility, which currently provides that the Company may borrow up to $133,899 in order to finance the acquisition of CMBS. The UBS Facility has a term of four years, with a one-year extension available at the Company's option, subject to certain restrictions. Advances under the UBS Facility accrue interest at a per annum pricing rate equal to a spread of 1.55% per annum over the rate implied by the fixed rate bid under a fixed-for-floating interest rate swap for the receipt of payments indexed to six-month U.S. dollar LIBOR. The Company borrows 100% of the estimated fair value of the collateral pledged and posts margin equal to 22.5% of that borrowing amount in cash. The margin posted is classified as restricted cash on the Company's consolidated balance sheets. Additionally, beginning on the 121st day following the closing date and depending on the utilization rate of the facility, a portion of the undrawn amount may be subject to non-use fees. The UBS Facility contains customary terms and conditions for repurchase facilities of this type and financial covenants to be met by the Company, including a minimum net asset value covenant (which shall not be less than an amount equal to $500,000 and a maximum total debt to consolidated tangible net worth covenant (3:1). The Company has agreed to provide a full guarantee of the obligations of its indirect wholly-owned subsidiary under the UBS Facility.
As of
December 31, 2014
, the Company had
$133,899
of borrowings outstanding under the UBS Facility secured by CMBS held by the Company.
DB Facility
In April 2014, the Company, through an indirect wholly-owned subsidiary, entered into the DB Facility, which currently provides that the Company may borrow up to $300,005 in order to finance the acquisition of CMBS. The DB Facility matures in April 2018, subject to certain restrictions. Advances under the DB Facility accrue interest at a per annum pricing rate based on the rate implied by the fixed rate bid under a fixed for floating interest rate swap for the receipt of payments indexed to three-month U.S. dollar LIBOR, plus a financing spread ranging from 1.80% to 2.32% based on the rating of the collateral pledged. The Company borrows an amount equal to the product of the estimated fair value of the collateral pledged divided by a margin ratio ranging from 125.00% to 181.82% depending on the collateral pledged.
Additionally, since December 7, 2014 and depending on the utilization rate of the facility, a portion of the undrawn amount may be subject to non-use fees. The DB Facility contains customary terms and conditions for repurchase facilities of this type and financial covenants to be met by the Company, including minimum shareholder's equity of 50% of the gross capital proceeds of its initial public offering and any subsequent public or private offerings.
As of
December 31, 2014
, the Company had
$300,005
of borrowings outstanding under the DB Facility secured by CMBS held by the Company.
GS Loan
Subsequent to year end, in January 2015, the Company, through an indirect wholly-owned subsidiary, entered into the Goldman Loan. The Goldman Loan currently provides for a purchase price of $52,524 and a repurchase date of the earliest of: (1) April 30, 2019, (2) an early repurchase date as a result of repayment or sale of the purchased loan, or (3) an accelerated repurchase date as a result of certain events of default. For additional information about the Goldman Loan, see "- Subsequent Events - Repurchase Facilities" above.
Cash Generated from Offerings
During August 2014, the Company completed a public offering of $111,000 aggregate principal amount of Convertible Senior Notes, for which the Company received net proceeds, after deducting the underwriting discount and estimated offering expenses payable by the Company, of approximately $109,615.
During the second quarter of 2014, the Company completed a follow-on public offering of
9,706,000
shares of its common stock, including the partial exercise of the underwriters’ option to purchase additional shares, at a price of
$16.35
per share. The aggregate net proceeds from the offering, including proceeds from the sale of the additional shares, were approximately
$158,439
after deducting estimated offering expenses payable by the Company.
During the first quarter of 2014, the Company completed a public offering of $143,750 aggregate principal amount of Convertible Senior Notes, for which the Company received net proceeds, after deducting the underwriting discount and estimated offering expenses payable by the Company, of approximately $139,037.
During May 2013, the Company entered into an ATM Equity Offering Sales Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and JMP Securities LLC (the "Agents"), relating to shares of the Company's common stock. In
50
accordance with the terms of the agreement, the Company may offer and sell shares of common stock having an aggregate offering price of up to $100,000 from time to time through the Agents. Sales of the shares, if any, will be made by means of ordinary brokers' transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, or as otherwise agreed with the applicable Agent. To date, the Company has not directed the Agents to sell any shares.
During March 2013, the Company completed a follow-on public offering of 8,805,000 shares of its common stock, including the partial exercise of the underwriters’ option to purchase additional shares, at a price of $16.90 per share. The aggregate net proceeds from the offering, including proceeds from the sale of the additional shares, were approximately $148,333, after deducting estimated offering expenses payable by the Company.
Other Potential Sources of Financing
The Company’s primary sources of cash currently consist of the cash available, which was
$40,641
as of
December 31, 2014
, principal and interest the Company receives on its portfolio of assets, as well as available borrowings under the Amended and Restated JPMorgan Facility; provided that the Company would need to acquire additional commercial first mortgage loans or AAA-rated CMBS in order to utilize borrowing capacity under that facility. The Company expects its other sources of cash to consist of cash generated from operations and the possible prepayments of principal received on the Company’s portfolio of assets. Such prepayments are difficult to estimate in advance. Depending on market conditions, the Company may utilize additional borrowings as a source of cash, which may also include additional repurchase agreements as well as other borrowings such as credit facilities.
The Company maintains policies, described below, relating to its borrowings and use of leverage. See “Leverage Policies” below. In the future, the Company may seek to raise further equity or debt capital or engage in other forms of borrowings in order to fund future investments or to refinance expiring credit facilities.
The Company generally intends to hold its target assets as long-term investments, although it may sell certain of its investments in order to manage its interest rate risk and liquidity needs, meet other operating objectives and adapt to market conditions.
To maintain its qualification as a REIT under the Code, the Company must distribute annually at least 90% of its net income, excluding net capital gains. These distribution requirements limit the Company’s ability to retain earnings and thereby replenish or increase capital for operations.
Leverage Policies
The Company uses leverage for the sole purpose of financing its portfolio and not for the purpose of speculating on changes in interest rates. In addition its repurchase agreements, in the future the Company may access additional sources of borrowings. The Company’s charter and bylaws do not limit the amount of indebtedness the Company can incur; however, the Company is limited by certain financial covenants under its repurchase agreements. Consistent with the Company’s strategy of keeping leverage within a conservative range, the Company expects that its total borrowings on loans will be in an amount that is approximately 35% of the value of its total loan portfolio.
Investment Guidelines
During April 2014, based on the Manager's recommendation, the Company's board of directors amended the Company's investment guidelines by removing certain limitations related to non-U.S. assets, undeveloped land, construction loans and for-sale residential real-estate loans. The Company's board of directors adopted the following investment guidelines:
|
•
|
no investment will be made that would cause the Company to fail to qualify as a REIT for U.S. federal income tax purposes;
|
|
•
|
no investment will be made that would cause the Company to register as an investment company under the 1940 Act;
|
|
•
|
investments will be predominantly in the Company’s target assets;
|
|
•
|
no more than 20% of the Company’s cash equity (on a consolidated basis) will be invested in any single investment at the time of the investment; and
|
|
•
|
until appropriate investments can be identified, the Manager may invest the proceeds of any offering in interest bearing, short-term investments, including money market accounts and/or funds, that are consistent with the Company’s intention to qualify as a REIT.
|
The board of directors must approve any change in these investment guidelines.
51
Contractual Obligations and Commitments
The Company’s contractual obligations including expected interest payments as of
December 31, 2014
are summarized as follows:
|
Less
than 1 year |
1 to 3
years |
3 to 5
years |
More
than 5 years |
Total
|
|||||||||||||||
|
Wells Facility borrowings
|
$
|
20,211
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20,211
|
|
||||
|
UBS Facility borrowings *
|
3,794
|
|
139,543
|
|
—
|
|
—
|
|
143,337
|
|
|||||||||
|
DB Facility borrowings
|
51,667
|
|
229,903
|
|
46,444
|
|
—
|
|
328,014
|
|
|||||||||
|
JPMorgan Facility borrowings **
|
168,508
|
|
—
|
|
—
|
|
—
|
|
168,508
|
|
|||||||||
|
Total
|
$
|
244,180
|
|
$
|
369,446
|
|
$
|
46,444
|
|
$
|
—
|
|
$
|
660,070
|
|
||||
|
*
|
Assumes extension options are exercised.
|
|
**
|
Assumes extension options are exercised and current LIBOR of 0.17%, 0.16% and 0.23% for interest payments due under the Wells Facility, the DB Facility and the JPMorgan Facility, respectively.
|
KBC Bank Deutschland AG.
In September 2013, the Company, together with other affiliates of Apollo, reached an agreement to make an investment in an entity that has agreed to acquire a minority participation in KBC Bank. The Company committed to invest up to approximately €
38,000
(
$50,000
), representing approximately
21%
of the ownership in KBC Bank. The acquisition closed during September 2014 and the Company funded an initial investment of
€30,724
(
$39,477
).
Loan Commitments.
As of
December 31, 2014
, the Company had
$246,600
of unfunded loan commitments related to its commercial mortgage loan portfolio and $32,500 of unfunded loan commitments related to its subordinate loan portfolio.
Management Agreement.
On September 23, 2009, the Company entered into the Management Agreement with the Manager pursuant to which the Manager is entitled to receive a management fee and the reimbursement of certain expenses. The table above does not include amounts due under the Management Agreement as those obligations do not have fixed and determinable payments. Pursuant to the Management Agreement, the Manager is entitled to a base management fee calculated and payable quarterly in arrears in an amount equal to 1.5% of the Company’s stockholders’ equity (as defined in the Management Agreement), per annum. The Manager will use the proceeds from its management fee in part to pay compensation to its officers and personnel. The Company does not reimburse its Manager or its affiliates for the salaries and other compensation of their personnel, except for the allocable share of the compensation of (1) the Company’s Chief Financial Officer based on the percentage of his time spent on the Company’s affairs and (2) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment professional personnel of the Manager or its affiliates who spend all or a portion of their time managing the Company’s affairs based on the percentage of time devoted by such personnel to the Company’s affairs. The Company is also required to reimburse its Manager for operating expenses related to the Company incurred by its Manager, including expenses relating to legal, accounting, due diligence and other services. Expense reimbursements to the Manager are made in cash on a monthly basis following the end of each month. The Company’s reimbursement obligation is not subject to any dollar limitation.
The current term of the Management Agreement expires on September 29, 2015 and shall be automatically renewed for successive one-year terms on each anniversary thereafter. The Management Agreement may be terminated upon expiration of the one-year terms only upon the affirmative vote of at least two-thirds of the Company’s independent directors, based upon (1) unsatisfactory performance by the Manager that is materially detrimental to the Company or (2) a determination that the management fee payable to the Manager is not fair, subject to the Manager’s right to prevent such a termination based on unfair fees by accepting a mutually acceptable reduction of management fees agreed to by at least two-thirds of the Company’s independent directors. The Manager must be provided with written notice of any such termination at least 180 days prior to the expiration of the then existing term and will be paid a termination fee equal to three times the sum of the average annual base management fee during the 24-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. Amounts payable under the Company’s Management Agreement are not fixed and determinable.
Off-balance Sheet Arrangements
The Company does not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured investment vehicles, or special purpose or variable interest entities, established to facilitate off-balance
52
sheet arrangements or other contractually narrow or limited purposes. Further, the Company has not guaranteed any obligations of unconsolidated entities or entered into any commitment to provide additional funding to any such entities.
Dividends
The Company intends to continue to make regular quarterly distributions to holders of its common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. The Company generally intends over time to pay dividends to its stockholders in an amount equal to its net taxable income, if and to the extent authorized by its board of directors. Any distributions the Company makes are at the discretion of its board of directors and depend upon, among other things, the Company's actual results of operations. These results and the Company’s ability to pay distributions are affected by various factors, including the net interest and other income from its portfolio, its operating expenses and any other expenditures. If the Company’s cash available for distribution is less than its net taxable income, the Company could be required to sell assets or borrow funds to make cash distributions or the Company may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.
The Company has outstanding 3,450,000 shares of Series A Preferred Stock, which entitles holders to receive dividends at an annual rate of 8.625% of the liquidation preference of $25.00 per share, or $2.00 per share per annum. The dividends on Series A Preferred Stock are cumulative and payable quarterly in arrears. Except under certain limited circumstances, the Series A Preferred Stock is generally not convertible into or exchangeable for any other property or any other securities of the Company at the election of the holders. After August 1, 2017, the Company may, at its option, redeem the shares at a redemption price of $25.00, plus any accrued unpaid distribution through the date of the redemption.
Non-GAAP Financial Measures
Operating Earnings
For the years ended
December 31, 2014
,
2013
and
2012
, respectively, the Company’s Operating Earnings were
$73,982
,
$51,443
, and
$33,914
. Operating Earnings is a non-GAAP financial measure that is used by the Company to approximate cash available for distribution and is defined as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items included in net income, (iii) unrealized income from unconsolidated joint ventures and (iv) the non-cash amortization expense related to the reclassification of a portion of the Convertible Senior Notes to stockholders’ equity in accordance with GAAP.
In order to evaluate the effective yield of the portfolio, the Company uses Operating Earnings to reflect the net investment income of the Company’s portfolio as adjusted to include the net interest expense related to the Company’s derivative instruments. Operating Earnings allows the Company to isolate the net interest expense associated with the Company’s swaps in order to monitor and project the Company’s full cost of borrowings. The Company also believes that its investors use Operating Earnings or a comparable supplemental performance measure to evaluate and compare the performance of the Company and its peers and, as such, the Company believes that the disclosure of Operating Earnings is useful to its investors.
The primary limitation associated with Operating Earnings as a measure of the Company’s financial performance over any period is that it excludes net realized and unrealized gains (losses) from investments. In addition, the Company’s presentation of Operating Earnings may not be comparable to similarly-titled measures of other companies, who may use different calculations. As a result, Operating Earnings should not be considered as a substitute for the Company’s GAAP net income as a measure of its financial performance or any measure of its liquidity under GAAP.
53
The table below summarizes the reconciliation from net income available to common stockholders to Operating Earnings:
|
Year ended December 31,
|
|||||||||||
|
|
2014
|
2013
|
2012
|
||||||||
|
Net income available to common stockholders
|
$
|
75,299
|
|
$
|
45,045
|
|
$
|
37,102
|
|
||
|
Adjustments:
|
|||||||||||
|
Income from unconsolidated joint venture
|
157
|
|
—
|
|
—
|
|
|||||
|
Unrealized (gain) loss on securities
|
(4,147
|
)
|
3,065
|
|
(6,489
|
)
|
|||||
|
Unrealized (gain) loss on derivative instruments
|
(4,070
|
)
|
(155
|
)
|
(323
|
)
|
|||||
|
Equity-based compensation expense
|
1,576
|
|
3,488
|
|
3,624
|
|
|||||
|
Foreign currency gain (loss)
|
4,050
|
|
—
|
|
—
|
|
|||||
|
Amortization of the Convertible Senior Notes related to equity reclassification
|
1,117
|
|
—
|
|
—
|
|
|||||
|
Total adjustments:
|
(1,317
|
)
|
6,398
|
|
(3,188
|
)
|
|||||
|
Operating Earnings
|
$
|
73,982
|
|
$
|
51,443
|
|
$
|
33,914
|
|
||
|
Basic and diluted Operating Earnings per Share of Common Stock
|
$
|
1.69
|
|
$
|
1.44
|
|
$
|
1.50
|
|
||
|
Basic weighted average shares of common stock outstanding
|
43,464,255
|
|
35,212,211
|
|
22,259,386
|
|
|||||
|
Diluted weighted average shares of common stock outstanding
|
43,684,805
|
|
35,679,755
|
|
22,648,819
|
|
|||||
54
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
The Company seeks to manage its risks related to the credit quality of its assets, interest rates, liquidity, prepayment speeds and market value while, at the same time, seeking to provide an opportunity to stockholders to realize attractive risk-adjusted returns through ownership of its capital stock. While risks are inherent in any business enterprise, the Company seeks to quantify and justify risks in light of available returns and to maintain capital levels consistent with the risks the Company undertakes.
Credit risk
One of the Company’s strategic focuses is acquiring assets that it believes to be of high credit quality. The Company believes this strategy will generally keep its credit losses and financing costs low. However, the Company is subject to varying degrees of credit risk in connection with its other target assets. The Company seeks to mitigate this risk by seeking to acquire high quality assets, at appropriate prices given anticipated and unanticipated losses, and by deploying a value-driven approach to underwriting and diligence, consistent with the Manager’s historical investment strategy, with a focus on current cash flows and potential risks to cash flow. The Company enhances its due diligence and underwriting efforts by accessing the Manager’s knowledge base and industry contacts. Nevertheless, unanticipated credit losses could occur which could adversely impact the Company’s operating results.
Interest rate risk
Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond the Company’s control. The Company is subject to interest rate risk in connection with its target assets and its related financing obligations.
To the extent consistent with maintaining the Company’s REIT qualification, the Company seeks to manage risk exposure to protect its portfolio of financial assets against the effects of major interest rate changes. The Company generally seeks to manage this risk by:
|
•
|
attempting to structure its financing agreements to have a range of different maturities, terms, amortizations and interest rate adjustment periods;
|
|
•
|
using hedging instruments, interest rate swaps and interest rate caps; and
|
|
•
|
to the extent available, using securitization financing to better match the maturity of the Company’s financing with the duration of its assets.
|
At
December 31, 2014
, all of the Company’s borrowings outstanding under the Wells Facility and the JPMorgan Facility were floating-rate borrowings. At
December 31, 2014
, the Company also had floating rate assets with a face amount of $698,237, resulting in net variable rate exposure of $509,948. A 50 basis point increase in LIBOR would increase the quarterly net interest income related to the $509,948 in variable rate exposure by approximately $570. Any such hypothetical impact on interest rates on the Company’s variable rate borrowings does not consider the effect of any change in overall economic activity that could occur in a rising interest rate environment. Further, in the event of a change in interest rates of that magnitude, the Company may take actions to further mitigate the Company’s exposure to such a change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in the Company’s financial structure.
Prepayment risk
Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, causing the return on an asset to be less than expected. The Company does not anticipate facing prepayment risk on most of its portfolio of assets since the Company anticipates that most of the commercial loans held directly by the Company or securing the Company’s CMBS assets will contain provisions preventing prepayment or imposing prepayment penalties in the event of loan prepayments.
Market risk
Market value risk.
The Company’s available-for-sale securities and securities at estimated fair value are reflected at their estimated fair value. The change in estimated fair value of securities available-for-sale is reflected in accumulated other comprehensive income while the change in estimated fair value of securities at estimated fair value is reflected as a component of net income. The estimated fair value of these securities fluctuates primarily due to changes in interest rates and other factors. Generally, in a rising interest rate environment, the estimated fair value of these securities would be expected to decrease; conversely, in a decreasing interest rate environment, the estimated fair value of these securities would be expected to increase. As market volatility increases or liquidity decreases, the fair value of the Company’s assets may be adversely impacted.
55
Real estate risk.
Commercial mortgage assets are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans or loans, as the case may be, which could also cause the Company to suffer losses.
Inflation
Virtually all of the Company’s assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence the Company’s performance far more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. The Company’s financial statements are prepared in accordance with GAAP and distributions will be determined by the Company’s board of directors consistent with the Company’s obligation to distribute to its stockholders at least 90% of its REIT taxable income, excluding net capital gains and determined without regard to the dividends paid deduction, on an annual basis in order to maintain the Company’s REIT qualification. In each case, the Company’s activities and balance sheet are measured with reference to historical cost and/or fair market value without considering inflation.
56
|
Item 8.
|
Financial Statements and Supplementary Data.
|
Index to Consolidated Financial Statements and Schedule
|
Schedule
|
|
All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.
57
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Apollo Commercial Real Estate Finance, Inc.
New York, New York
We have audited the accompanying consolidated balance sheets of Apollo Commercial Real Estate Finance, Inc. and subsidiaries (the "Company") as of December 31, 2014 and 2013 and the related consolidated statements of operations, changes in stockholders' equity, comprehensive income, and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 8.
We also have audited the Company's internal control over financial reporting as of December 31, 2014, based on criteria established in
Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and the financial statement schedule and an opinion on the Company's internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Apollo Commercial Real Estate Finance, Inc. and subsidiaries as of December 31, 2014, and 2013, and the results of their operations and their cash flows for each of the three years ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established in
Internal Control - Integrated Framework(2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 26, 2015
58
Apollo Commercial Real Estate Finance, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands—except share data)
|
December 31,
2014 |
December 31,
2013 |
||||||
|
Assets:
|
|||||||
|
Cash
|
$
|
40,641
|
|
$
|
20,096
|
|
|
|
Restricted cash
|
30,127
|
|
30,127
|
|
|||
|
Securities available-for-sale, at estimated fair value
|
17,105
|
|
33,362
|
|
|||
|
Securities, at estimated fair value
|
522,730
|
|
158,086
|
|
|||
|
Securities, held-to-maturity
|
154,283
|
|
—
|
|
|||
|
Commercial mortgage loans, held for investment, net
|
458,520
|
|
161,099
|
|
|||
|
Subordinate loans, held for investment, net
|
561,182
|
|
497,484
|
|
|||
|
Investment in unconsolidated joint venture
|
37,016
|
|
—
|
|
|||
|
Derivative instrument
|
4,070
|
|
—
|
|
|||
|
Interest receivable
|
10,829
|
|
6,022
|
|
|||
|
Deferred financing costs, net
|
7,444
|
|
628
|
|
|||
|
Other assets
|
1,200
|
|
600
|
|
|||
|
Total Assets
|
$
|
1,845,147
|
|
$
|
907,504
|
|
|
|
Liabilities and Stockholders’ Equity
|
|||||||
|
Liabilities:
|
|||||||
|
Borrowings under repurchase agreements
|
$
|
622,194
|
|
$
|
202,033
|
|
|
|
Convertible senior notes, net
|
246,464
|
|
—
|
|
|||
|
Participations sold
|
89,584
|
|
—
|
|
|||
|
Accounts payable and accrued expenses
|
7,578
|
|
2,660
|
|
|||
|
Payable to related party
|
3,240
|
|
2,628
|
|
|||
|
Dividends payable
|
21,018
|
|
17,227
|
|
|||
|
Total Liabilities
|
990,078
|
|
224,548
|
|
|||
|
Commitments and Contingencies (see Note 16)
|
|
|
|
|
|||
|
Stockholders’ Equity:
|
|||||||
|
Preferred stock, $0.01 par value, 50,000,000 shares authorized and 3,450,000 shares issued and outstanding ($86,250 aggregate liquidation preference)
|
35
|
|
35
|
|
|||
|
Common stock, $0.01 par value, 450,000,000 shares authorized, 46,900,442 and 36,888,467 shares issued and outstanding in 2014 and 2013, respectively
|
469
|
|
369
|
|
|||
|
Additional paid-in-capital
|
868,035
|
|
697,610
|
|
|||
|
Retained earnings (accumulated deficit)
|
(10,485
|
)
|
(14,188
|
)
|
|||
|
Accumulated other comprehensive loss
|
(2,985
|
)
|
(870
|
)
|
|||
|
Total Stockholders’ Equity
|
855,069
|
|
682,956
|
|
|||
|
Total Liabilities and Stockholders’ Equity
|
$
|
1,845,147
|
|
$
|
907,504
|
|
|
See notes to consolidated financial statements.
59
Apollo Commercial Real Estate Finance, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands—except share and per share data)
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
2013
|
2012
|
||||||||
|
Net interest income:
|
|||||||||||
|
Interest income from securities
|
$
|
21,189
|
|
$
|
12,267
|
|
$
|
15,347
|
|
||
|
Interest income from securities, held to maturity
|
4,613
|
|
—
|
|
—
|
|
|||||
|
Interest income from commercial mortgage loans
|
27,802
|
|
16,034
|
|
10,780
|
|
|||||
|
Interest income from subordinate loans
|
69,743
|
|
49,162
|
|
24,666
|
|
|||||
|
Interest income from repurchase agreements
|
—
|
|
—
|
|
6,286
|
|
|||||
|
Interest expense
|
(26,541
|
)
|
(4,356
|
)
|
(8,402
|
)
|
|||||
|
Net interest income
|
96,806
|
|
73,107
|
|
48,677
|
|
|||||
|
Operating expenses:
|
|||||||||||
|
General and administrative expenses (includes equity-based compensation of $1,576 in 2014, $3,488 in 2013 and $3,624 in 2012)
|
(6,151
|
)
|
(7,563
|
)
|
(8,543
|
)
|
|||||
|
Management fees to related party
|
(11,960
|
)
|
(10,012
|
)
|
(6,139
|
)
|
|||||
|
Total operating expenses
|
(18,111
|
)
|
(17,575
|
)
|
(14,682
|
)
|
|||||
|
Income from unconsolidated joint venture
|
(157
|
)
|
—
|
|
—
|
|
|||||
|
Interest income from cash balances
|
34
|
|
20
|
|
7
|
|
|||||
|
Realized gain on sale of securities
|
—
|
|
—
|
|
262
|
|
|||||
|
Unrealized gain (loss) on securities
|
4,147
|
|
(3,065
|
)
|
6,489
|
|
|||||
|
Foreign currency gain (loss)
|
(4,050
|
)
|
—
|
|
—
|
|
|||||
|
Gain (loss) on derivative instruments (includes unrealized gains (losses) of $4,070 in 2014, $155 in 2013 and $323 in 2012)
|
4,070
|
|
(2
|
)
|
(572
|
)
|
|||||
|
Net income
|
82,739
|
|
52,485
|
|
40,181
|
|
|||||
|
Preferred dividends
|
(7,440
|
)
|
(7,440
|
)
|
(3,079
|
)
|
|||||
|
Net income available to common stockholders
|
$
|
75,299
|
|
$
|
45,045
|
|
$
|
37,102
|
|
||
|
Basic and diluted net income per share of common stock
|
$
|
1.72
|
|
$
|
1.26
|
|
$
|
1.64
|
|
||
|
Basic weighted average shares of common stock outstanding
|
43,464,255
|
|
35,212,211
|
|
22,259,386
|
|
|||||
|
Diluted weighted average shares of common stock outstanding
|
43,684,805
|
|
35,679,755
|
|
22,648,819
|
|
|||||
See notes to consolidated financial statements.
60
Apollo Commercial Real Estate Finance, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(in thousands)
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
2013
|
2012
|
||||||||
|
Net income available to common stockholders
|
$
|
75,299
|
|
$
|
45,045
|
|
$
|
37,102
|
|
||
|
Change in net unrealized gain (loss) on securities available-for-sale
|
192
|
|
(840
|
)
|
(593
|
)
|
|||||
|
Foreign currency translation adjustment
|
$
|
(2,307
|
)
|
$
|
—
|
|
$
|
—
|
|
||
|
Comprehensive income
|
$
|
73,184
|
|
$
|
44,205
|
|
$
|
36,509
|
|
||
See notes to consolidated financial statements.
61
Apollo Commercial Real Estate Finance, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
(in thousands—except share and per share data)
|
|
Preferred Stock
|
Common Stock
|
Additional
Paid In
Capital
|
Retained
Earnings/
(Accumulated
Deficit)
|
Accumulated
Other
Comprehensive
Loss
|
Total
|
|||||||||||||||||||||||
|
Shares
|
Par
|
Shares
|
Par
|
||||||||||||||||||||||||||
|
Balance at January 1, 2012
|
—
|
|
—
|
|
20,561,032
|
|
$
|
206
|
|
$
|
336,209
|
|
$
|
—
|
|
$
|
563
|
|
$
|
336,978
|
|
||||||||
|
Capital increase related to Equity Incentive Plan
|
—
|
|
—
|
|
—
|
|
—
|
|
2,845
|
|
—
|
|
—
|
|
2,845
|
|
|||||||||||||
|
Issuance of restricted stock
|
—
|
|
—
|
|
11,080
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||
|
Issuance of common stock
|
—
|
|
—
|
|
7,471,994
|
|
74
|
|
124,398
|
|
—
|
|
—
|
|
124,472
|
|
|||||||||||||
|
Issuance of preferred stock
|
3,450,000
|
|
35
|
|
—
|
|
—
|
|
86,215
|
|
—
|
|
—
|
|
86,250
|
|
|||||||||||||
|
Offering costs
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,602
|
)
|
—
|
|
—
|
|
(3,602
|
)
|
|||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
40,181
|
|
—
|
|
40,181
|
|
|||||||||||||
|
Change in net unrealized gain on securities available-for-sale
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(593
|
)
|
(593
|
)
|
|||||||||||||
|
Cash dividends:
|
|||||||||||||||||||||||||||||
|
Preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,079
|
)
|
—
|
|
(3,079
|
)
|
|||||||||||||
|
Common stock - $1.60 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(36,528
|
)
|
—
|
|
(36,528
|
)
|
|||||||||||||
|
Balance at December 31, 2012
|
3,450,000
|
|
$
|
35
|
|
28,044,106
|
|
$
|
280
|
|
$
|
546,065
|
|
$
|
574
|
|
$
|
(30
|
)
|
$
|
546,924
|
|
|||||||
|
Capital increase related to Equity Incentive Plan
|
—
|
|
—
|
|
—
|
|
—
|
|
3,457
|
|
—
|
|
—
|
|
3,457
|
|
|||||||||||||
|
Issuance of restricted stock
|
—
|
|
—
|
|
36,304
|
|
*
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||
|
Issuance of common stock
|
—
|
|
—
|
|
8,808,057
|
|
89
|
|
148,715
|
|
—
|
|
—
|
|
148,804
|
|
|||||||||||||
|
Offering costs
|
—
|
|
—
|
|
—
|
|
—
|
|
(627
|
)
|
|
|
|
|
(627
|
)
|
|||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
52,485
|
|
—
|
|
52,485
|
|
|||||||||||||
|
Change in net unrealized gain on securities available-for-sale
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(840
|
)
|
(840
|
)
|
|||||||||||||
|
Cash dividends:
|
|||||||||||||||||||||||||||||
|
Preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,440
|
)
|
—
|
|
(7,440
|
)
|
|||||||||||||
|
Common stock - $1.60 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(59,807
|
)
|
—
|
|
(59,807
|
)
|
|||||||||||||
|
Balance at December 31, 2013
|
3,450,000
|
|
$
|
35
|
|
36,888,467
|
|
$
|
369
|
|
$
|
697,610
|
|
$
|
(14,188
|
)
|
$
|
(870
|
)
|
$
|
682,956
|
|
|||||||
|
Capital increase related to Equity Incentive Plan
|
—
|
|
—
|
|
240,277
|
|
2
|
|
696
|
|
—
|
|
—
|
|
698
|
|
|||||||||||||
|
Issuance of restricted stock
|
—
|
|
—
|
|
65,698
|
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||||||||
|
Issuance of common stock
|
—
|
|
—
|
|
9,706,000
|
|
97
|
|
158,596
|
|
—
|
|
—
|
|
158,693
|
|
|||||||||||||
|
Offering costs
|
—
|
|
—
|
|
—
|
|
—
|
|
(312
|
)
|
—
|
|
—
|
|
(312
|
)
|
|||||||||||||
|
Convertible senior notes
|
—
|
|
—
|
|
—
|
|
—
|
|
11,445
|
|
—
|
|
—
|
|
11,445
|
|
|||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
82,739
|
|
—
|
|
82,739
|
|
|||||||||||||
|
Change in Other Comprehensive Income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,115
|
)
|
(2,115
|
)
|
|||||||||||||
|
Cash dividends:
|
|||||||||||||||||||||||||||||
|
Preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,440
|
)
|
—
|
|
(7,440
|
)
|
|||||||||||||
|
Common stock - $1.60 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(71,596
|
)
|
—
|
|
(71,596
|
)
|
|||||||||||||
|
Balance at December 31, 2014
|
3,450,000
|
|
$
|
35
|
|
46,900,442
|
|
$
|
469
|
|
$
|
868,035
|
|
$
|
(10,485
|
)
|
$
|
(2,985
|
)
|
$
|
855,069
|
|
|||||||
* Rounds to zero.
See notes to consolidated financial statements.
62
Apollo Commercial Real Estate Finance, Inc. and Subsidiaries
Consolidated Statement of Cash Flows (in thousands)
|
|
For the year ended December 31,
|
||||||||||
|
|
2014
|
2013
|
2012
|
||||||||
|
Cash flows provided by operating activities:
|
|||||||||||
|
Net income
|
$
|
82,739
|
|
$
|
52,485
|
|
$
|
40,181
|
|
||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|||||||||||
|
Premium amortization and (discount accretion), net
|
(4,221
|
)
|
(5,721
|
)
|
(399
|
)
|
|||||
|
Amortization of deferred financing costs
|
1,979
|
|
866
|
|
1,962
|
|
|||||
|
Equity-based compensation
|
698
|
|
3,457
|
|
2,845
|
|
|||||
|
Unrealized gain (loss) on securities
|
(4,147
|
)
|
3,065
|
|
(6,489
|
)
|
|||||
|
Income from unconsolidated joint venture
|
157
|
|
—
|
|
—
|
|
|||||
|
Foreign currency (gain) loss
|
4,038
|
|
—
|
|
—
|
|
|||||
|
Unrealized gain (loss) on derivative instruments
|
(4,070
|
)
|
(155
|
)
|
(323
|
)
|
|||||
|
Realized loss on sale of security
|
—
|
|
—
|
|
(262
|
)
|
|||||
|
Changes in operating assets and liabilities:
|
|||||||||||
|
Accrued interest receivable, less purchased interest
|
(16,453
|
)
|
(9,488
|
)
|
2,296
|
|
|||||
|
Other assets
|
500
|
|
(397
|
)
|
(186
|
)
|
|||||
|
Accounts payable and accrued expenses
|
5,205
|
|
1,280
|
|
(260
|
)
|
|||||
|
Payable to related party
|
612
|
|
591
|
|
739
|
|
|||||
|
Net cash provided by operating activities
|
67,037
|
|
45,983
|
|
40,104
|
|
|||||
|
Cash flows used in investing activities:
|
|||||||||||
|
Proceeds from sale of securities available-for-sale
|
—
|
|
—
|
|
121,338
|
|
|||||
|
Proceeds from sale of securities at estimated fair value
|
—
|
|
—
|
|
16,918
|
|
|||||
|
Fees received from commercial mortgage loans
|
—
|
|
280
|
|
—
|
|
|||||
|
Funding of securities at estimated fair value
|
(375,833
|
)
|
(134,389
|
)
|
(70,676
|
)
|
|||||
|
Funding of commercial mortgage loans
|
(403,983
|
)
|
(32,643
|
)
|
(62,490
|
)
|
|||||
|
Funding of subordinate loans
|
(402,336
|
)
|
(361,035
|
)
|
(96,023
|
)
|
|||||
|
Funding of unconsolidated joint venture
|
(39,477
|
)
|
—
|
|
—
|
|
|||||
|
Funding of other assets
|
(1,258
|
)
|
—
|
|
—
|
|
|||||
|
Principal payments received on securities available-for-sale
|
16,053
|
|
186,138
|
|
113,216
|
|
|||||
|
Principal payments received on securities at estimated fair value
|
15,500
|
|
32,344
|
|
98,401
|
|
|||||
|
Principal payments received on commercial mortgage loans
|
105,501
|
|
18,117
|
|
31,300
|
|
|||||
|
Principal payments received on subordinate loans
|
194,050
|
|
118,771
|
|
108
|
|
|||||
|
Principal payments received on other assets
|
145
|
|
—
|
|
—
|
|
|||||
|
Principal payments received on repurchase agreements
|
—
|
|
6,598
|
|
40,841
|
|
|||||
|
Proceeds from sale of commercial mortgage loan
|
4,950
|
|
—
|
|
—
|
|
|||||
|
Net cash provided by (used in) investing activities
|
(886,688
|
)
|
(165,819
|
)
|
192,933
|
|
|||||
|
Cash flows from financing activities:
|
|||||||||||
|
Proceeds from issuance of common stock
|
158,693
|
|
148,804
|
|
124,472
|
|
|||||
|
Proceeds from issuance of preferred stock
|
—
|
|
—
|
|
86,250
|
|
|||||
|
Payment of offering costs
|
(389
|
)
|
(824
|
)
|
(3,324
|
)
|
|||||
|
Repayments of TALF borrowings
|
—
|
|
—
|
|
(251,327
|
)
|
|||||
|
Proceeds from repurchase agreement borrowings
|
567,192
|
|
182,218
|
|
313,860
|
|
|||||
|
Repayments of repurchase agreement borrowings
|
(147,032
|
)
|
(205,343
|
)
|
(379,401
|
)
|
|||||
|
Proceeds from issuance of convertible senior notes
|
256,970
|
|
—
|
|
—
|
|
|||||
|
Participations sold
|
89,012
|
|
—
|
|
—
|
|
|||||
|
Increase in restricted cash related to financing activities
|
—
|
|
(30,127
|
)
|
—
|
|
|||||
|
Deferred financing costs
|
(9,006
|
)
|
(504
|
)
|
(1,097
|
)
|
|||||
|
Dividends on common stock
|
(67,804
|
)
|
(55,471
|
)
|
(33,890
|
)
|
|||||
|
Dividends on preferred stock
|
(7,440
|
)
|
(7,440
|
)
|
(1,529
|
)
|
|||||
|
Net cash provided by (used in) financing activities
|
840,196
|
|
31,313
|
|
(145,986
|
)
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
20,545
|
|
(88,523
|
)
|
87,051
|
|
|||||
|
Cash and cash equivalents, beginning of period
|
$
|
20,096
|
|
$
|
108,619
|
|
21,568
|
|
|||
|
Cash and cash equivalents, end of period
|
$
|
40,641
|
|
$
|
20,096
|
|
$
|
108,619
|
|
||
|
Supplemental disclosure of cash flow information:
|
|||||||||||
|
Interest paid
|
$
|
18,132
|
|
$
|
2,809
|
|
$
|
6,926
|
|
||
|
Supplemental disclosure of non-cash financing activities:
|
|||||||||||
|
Offering costs payable
|
$
|
100
|
|
$
|
109
|
|
$
|
306
|
|
||
|
Dividend declared, not yet paid
|
$
|
21,018
|
|
$
|
17,227
|
|
$
|
12,891
|
|
||
|
Deferred financing costs, not yet paid
|
$
|
33
|
|
$
|
312
|
|
$
|
—
|
|
||
|
Supplemental disclosure of non-cash investing activities:
|
|||||||||||
|
Securities, held-to-maturity
|
$
|
154,283
|
|
$
|
—
|
|
$
|
—
|
|
||
See notes to consolidated financial statements.
63
Apollo Commercial Real Estate Finance Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands—except share and per share data)
Note 1 – Organization
Apollo Commercial Real Estate Finance, Inc. (together with its consolidated subsidiaries, is referred to throughout this report as the “Company,” “ARI,” “we,” “us” and “our”) is a real estate investment trust (“REIT”) that primarily originates, acquires, invests in and manages performing commercial first mortgage loans, subordinate financings, commercial mortgage-backed securities (“CMBS”) and other commercial real estate-related debt investments in the United States. These asset classes are referred to as the Company’s target assets.
The Company, organized in
Maryland
on
June 29, 2009
, commenced operations on
September 29, 2009
and is externally managed and advised by ACREFI Management, LLC (the “Manager”), an indirect subsidiary of Apollo Global Management, LLC.
The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2009. To maintain its tax qualification as a REIT, the Company is required to distribute at least
90%
of its net income, excluding net capital gains, to stockholders and meet certain other asset, income, and ownership tests.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the Company’s accounts and those of its consolidated subsidiaries. All intercompany amounts have been eliminated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company’s most significant estimates include the fair value of financial instruments and loan loss reserve. Actual results could differ from those estimates.
The Company currently operates in
one
business segment.
Restricted Cash
Restricted cash represents cash held by the Company's counterparties as collateral against repurchase agreement borrowings. Restricted cash is not available for general corporate purposes but may be applied against amounts due to counterparties under repurchase agreement borrowings, or returned to the Company when collateral requirements are exceeded or at the maturity of the repurchase agreement.
Classification of Investments and Valuations of Financial Instruments
The Company’s investments consist primarily of commercial mortgage loans, subordinate loans, CMBS and other real estate related assets that are classified as either available-for-sale or held-to-maturity. The Company has also elected the fair value option for certain CMBS.
Classification of Loans
Loans held-for-investment are stated at the principal amount outstanding, net of deferred loan fees and costs in accordance with GAAP.
Loan Impairment
The Company’s loans are typically collateralized by commercial real estate. As a result, the Company regularly evaluates the extent and impact of any credit migration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan by loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations are sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the Company considers the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such impairment analyses are
64
completed and reviewed by asset management and finance personnel, who utilize various data sources, including (i) periodic financial data such as debt service coverage ratio, property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, and (iii) current credit spreads and discussions with market participants.
For loans classified as held-for-investment, the Company evaluates the loans for possible impairment on a quarterly basis. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. Impairment is then measured based on the present value of expected future cash flows discounted at the loan’s effective rate or the fair value of the collateral, if the loan is collateral dependent. Upon measurement of impairment, the Company records an allowance to reduce the carrying value of the loan with a corresponding charge to net income. Significant judgments are required in determining impairment, including making assumptions regarding the value of the loan, the value of the underlying collateral and other provisions such as guarantees. The Company has determined that it is likely that it will receive contractual payments and a loan loss reserve was not necessary at
December 31, 2014
and
2013
.
Fair Value Election
Securities at estimated fair value consist of CMBS which are pledged under the Company’s master repurchase agreements with Wells Fargo Bank, N.A. (“Wells Fargo”) (the “Wells Facility”), UBS AG, London Branch ("UBS") (the "UBS Facility") and Deutsche Bank AG ("DB") (the "DB Facility"). In accordance with GAAP, the Company elects the fair value option for these securities at the date of purchase in order to allow the Company to measure these securities at fair value with the change in estimated fair value included as a component of earnings in order to reflect the performance of investment in a timely manner.
Securities Available-for-sale
The Company has designated investments in certain mortgage-backed securities as available-for-sale because the Company may dispose of them prior to maturity and does not hold them principally for the purpose of selling them in the near term. Securities available-for-sale are carried at estimated fair value with the net unrealized gains or losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Unrealized losses on securities that reflect a decline in value that is judged by management to be other than temporary, if any, are charged to earnings.
When the estimated fair value of a security is less than amortized cost, the Company considers whether there is an other-than-temporary impairment (“OTTI”) in the value of the security. An impairment is deemed an OTTI if (i) the Company intends to sell the security, (ii) it is more likely than not that the Company will be required to sell the security before recovering its cost basis, or (iii) the Company does not expect to recover the entire amortized cost basis of the security even if the Company does not intend to sell the security or believes it is more likely than not that the Company will be required to sell the security before recovering its cost basis. If the impairment is deemed to be an OTTI, the resulting accounting treatment depends on the factors causing the OTTI. If the OTTI has resulted from (i) the Company’s intention to sell the security, or (ii) its judgment that it is more likely than not that it will be required to sell the security before recovering its cost basis, an impairment loss is recognized in current earnings equal to the difference between its amortized cost basis and fair value. Whereas, if the OTTI has resulted from the Company’s conclusion that it will not recover its cost basis even if the Company does not intend to sell the security or believes it is more likely than not that the Company will be required to sell the security before recovering its cost basis, the credit loss portion of the impairment is recorded in current earnings and the portion of the loss related to other factors, such as changes in interest rates, continues to be recognized in accumulated other comprehensive income. Determining whether there is an OTTI may require management to exercise significant judgment and make significant assumptions, including, but not limited to, estimated cash flows, estimated prepayments, loss assumptions, and assumptions regarding changes in interest rates. As a result, actual impairment losses could differ from reported amounts. Such judgments and assumptions are based upon a number of factors, including (i) credit of the issuer or the borrower, (ii) credit rating of the security, (iii) key terms of the security, (iv) performance of the loan or underlying loans, including debt service coverage and loan-to-value ratios, (v) the value of the collateral for the loan or underlying loans, (vi) the effect of local, industry, and broader economic factors, and (vii) the historical and anticipated trends in defaults and loss severities for similar securities.
Securities, held-to-maturity
GAAP requires that at the time of purchase, we designate investment securities as held-to-maturity, available-for-sale, or trading depending on our investment strategy and ability to hold such securities to maturity. Held-to-maturity securities where we have not elected to apply the fair value option are stated at cost plus any premiums or discounts, which are amortized or accreted through the consolidated statements of operations using the effective interest method.
65
Investments in unconsolidated joint venture
Investments are accounted for under the equity method when the requirements for consolidation are not met, and the Company has significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for the Company's share of net income or loss and cash contributions and distributions each period. Investments in unconsolidated joint ventures are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods and available information at the time the analyses are prepared. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results.
Interest Income Recognition
Interest income on commercial mortgage loans is accrued based on the actual coupon rate and the outstanding principal balance adjusted for accretion of any purchase discounts, the amortization of any purchase premiums and the accretion of any deferred fees. Purchase premiums, purchase discounts and deferred fees are accreted into income using the effective yield method, adjusted for prepayments.
Interest income on CMBS is accrued using the effective yield method, which includes the accretion of purchase discounts and the amortization of purchase premiums and the stated coupon interest payments.
Interest income on securities rated below AA by a nationally recognized statistical rating organization is recognized based on the effective yield method. The effective yield on these securities is based on the projected cash flows from each security, which are estimated based on the Manager’s observation of current information and events and may include assumptions related to prepayment rates and the timing and amount of credit losses. On at least a quarterly basis, the Company reviews and, if appropriate, makes adjustments to cash flow projections.
Deferred Financing Costs
Costs incurred in connection with collateralized financings are capitalized and amortized over the respective financing terms and are reflected on the accompanying consolidated statement of operations as a component of interest expense. At
December 31, 2014
and
2013
, respectively, the Company had approximately
$7,444
and
$628
of capitalized financing costs, net of amortization included in other assets on the consolidated balance sheets.
Earnings per Share
GAAP requires use of the two-class method of computing earnings per share for all periods presented for each class of common stock and participating security as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for dividends declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for dividends declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity.
The remaining earnings are allocated to common stockholders and participating securities, to the extent that each security shares in earnings, as if all of the earnings for the period had been distributed. Each total is then divided by the applicable number of shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding shares of common stock and all potential shares of common stock assumed issued if they are dilutive. The numerator is adjusted for any changes in income or loss that would result from the assumed conversion of these potential shares of common stock.
Hedging Instruments and Hedging Activities
Consistent with maintaining its qualification as a REIT, in the normal course of business, the Company uses a variety of derivative financial instruments to manage, or hedge, interest rate and foreign currency risk. Derivatives are used for hedging purposes rather than speculation. The Company determines their fair value and obtains quotations from a third party to facilitate the process in determining these fair values. If the Company’s hedging activities do not achieve the desired results, reported earnings may be adversely affected.
GAAP requires an entity to recognize all derivatives as either assets or liabilities in the balance sheets and to measure those instruments at fair value. To the extent the instrument qualifies for hedge accounting, the fair value adjustments will be recorded as a component of other comprehensive income in stockholders’ equity until the hedged item is recognized in
66
earnings. Whenever the Company decides not to pursue hedge accounting, the fair value adjustments will be recorded in earnings immediately based on changes in the fair market value of those instruments.
In order to mitigate interest rate risk resulting from the Company’s floating-rate borrowings under the Wells Facility, the Company entered into interest rate swaps and caps with an aggregate notional equal to the borrowings outstanding under the Wells Facility during 2010. The interest rate swaps were used to hedge the floating-rate borrowings through the expected maturity of the underlying collateral and the interest rate caps were used to hedge the floating-rate borrowings related to the potential extension of the underlying collateral. All of the Company's interest rate swaps and caps have matured as of December 31, 2014.
The Company has not designated any of its derivative instruments as hedges under GAAP and therefore, changes in the fair value of the Company's derivatives are recorded directly in earnings.
Repurchase Agreements
Securities sold under repurchase agreements will be treated as collateralized financing transactions, unless they meet sales treatment. Securities financed through a repurchase agreement will remain on the Company’s consolidated balance sheet as an asset and cash received from the purchaser will be recorded on the Company’s consolidated balance sheet as a liability. Interest paid in accordance with repurchase agreements will be recorded in interest expense.
Share-based Payments
The Company accounts for share-based compensation to its independent directors and to the Manager and to employees of the Manager and its affiliates using the fair value based methodology prescribed by GAAP. Compensation cost related to restricted common stock issued to the Company’s independent directors is measured at its estimated fair value at the grant date, and amortized into expense over the vesting period on a straight-line basis. Compensation cost related to restricted common stock issued to the Manager and to employees of the Manager and its affiliates will initially be measured at estimated fair value at the grant date, and remeasured on subsequent dates to the extent the awards are unvested. To amortize compensation expense for the restricted common stock granted to the Manager and to employees of the Manager and its affiliates, the Company uses the graded vesting attribution method.
Income Taxes
The Company has elected to be taxed as a REIT under Sections 856-859 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least
90%
of its REIT taxable income, excluding net capital gains and determined without regard to the dividends paid deduction, as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders.
The Company has elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to U.S. federal and state income tax at regular corporate tax rates.
The Company’s major tax jurisdictions are U.S. federal, New York State and New York City and the statute of limitations is open for all jurisdictions for the years
2011
through
2014
. The Company does not have any unrecognized tax benefits and does not expect a change in its position for unrecognized tax benefits in the next 12 months. The Company has a net operating loss carryforward of approximately
$1,400
which expires in the year 2029.
Foreign Currency
The Company may enter into transactions not denominated in U.S. dollars. Foreign exchange gains and losses arising on such transactions are recorded as a gain or loss in the Company's consolidated statements of operations. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and income, expenses, gains, and losses are translated at the prevailing exchange rate on the dates that they were recorded.
Principles of Consolidation
We consolidate all entities that we control through either majority ownership or voting rights. In addition, we consolidate all variable interest entities ("VIE") of which we are considered the primarily beneficiary. VIEs are defined as entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is known as its primary beneficiary and is generally the entity with (i) the power to direct the activities that
67
most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.
Securitization/Sale and Financing Arrangements
We periodically sell our financial assets, such as commercial mortgage loans, CMBS and other assets. In connection with these transactions, we may retain or acquire senior or subordinated interests in the related assets. Gains and losses on such transactions are recognized using the guidance in Accounting Standards Codification (“ASC”) Topic 860,
Transfers and Servicing
, which is based on a financial components approach that focuses on control. Under this approach, after a transfer of financial assets that meets the criteria for treatment as a sale-legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint, and transferred control-an entity recognizes the financial assets it retains and any liabilities it has incurred, derecognizes the financial assets it has sold, and derecognizes liabilities when extinguished. We determine the gain or loss on sale of the assets by allocating the carrying value of the sold asset between the sold asset and the interests retained based on their relative fair values, as applicable. The gain or loss on sale is the difference between the cash proceeds from the sale and the amount allocated to the sold asset. If the sold asset is being accounted for pursuant to the fair value option, there is no gain or loss.
When a transfer of a financial asset meets the criteria for treatment as a sale (legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint, and transferred control) the Company recognizes the financial assets it retains and any liabilities it has incurred, derecognizes the financial assets it has sold, and derecognizes liabilities when extinguished. The gain or loss on sale of the assets is determined by allocating the carrying value of the sold asset between the sold asset and the interests retained based on their relative fair values, as applicable. The gain or loss on sale is the difference between the cash proceeds from the sale and the amount allocated to the sold asset. If the sold asset is being accounted for pursuant to the fair value option, there is no gain or loss.
Recent Accounting Pronouncements
In January 2013, the Financial Accounting Standards Board (the “FASB”) issued guidance to clarify the scope of disclosures about offsetting assets and liabilities. The amendments clarify that the scope of guidance issued in December 2011 to enhance disclosures around financial instruments and derivative instruments that are either (1) offset, or (2) subject to a master netting arrangement or similar agreement, irrespective of whether they are offset, applies to derivatives, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. The amendments are effective for interim and annual periods beginning on or after January 1, 2013. As the amendments are limited to disclosure only, the adoption of this guidance did not have a material impact on the consolidated financial statements of the Company’s consolidated financial statements.
In February 2013, the FASB issued an update which includes amendments that require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income ("OCI") on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other required disclosures that provide additional detail about those amounts. The new requirement presents information on amounts reclassified out of accumulated OCI and their corresponding effect on net income in one place or in some cases, provides for cross-references to related footnote disclosures. For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012. During
2014
,
2013
and
2012
, the Company had no amounts reclassified into or out of OCI.
In June 2013, the FASB issued guidance to change the assessment of whether an entity is an investment company by developing a new two-tiered approach that requires an entity to possess certain fundamental characteristics while allowing judgment in assessing certain typical characteristics. The fundamental characteristics that an investment company is required to have include the following: (1) it obtains funds from one or more investors and provides the investor(s) with investment management services; (2) it commits to its investor(s) that its business purpose and only substantive activities are investing the funds solely for returns from capital appreciation, investment income or both; and (3) it does not obtain returns or benefits from an investee or its affiliates that are not normally attributable to ownership interests. The typical characteristics of an investment company that an entity should consider before concluding whether it is an investment company include the following: (1) it has more than one investment; (2) it has more than one investor; (3) it has investors that are not related parties of the parent or the investment manager; (4) it has ownership interests in the form of equity or partnership interests; and (5) it manages substantially all of its investments on a fair value basis. The new approach requires an entity to assess all of the characteristics of an investment company and consider its purpose and design to determine whether it is an investment company. The guidance includes disclosure requirements about an entity’s status as an investment company and financial support provided or contractually required to be provided by an investment company to its investees. The guidance is effective for interim and
68
annual reporting periods in fiscal years beginning after December 15, 2013. Earlier application is prohibited. The guidance prohibits REITs from qualifying for investment company accounting and, as such, the Company has determined that it will not meet the definition of an investment company under this ASU.
In May 2014, the FASB issued guidance which broadly amends the accounting guidance for revenue recognition. This guidance is effective for the first interim or annual period beginning after December 15, 2016, and is to be applied prospectively. The Company does not anticipate that the adoption of this guidance will have a material impact on the Company's consolidated financial statements.
In June 2014, the FASB issued guidance which amends the accounting guidance for repurchase-to-maturity transactions and repurchase agreements executed as repurchase financings, and requires additional disclosure about certain transactions by the transferor. The guidance is effective for certain transactions that qualify for sales treatment for the first interim or annual period beginning after December 15, 2014. The new disclosure requirements for repurchase agreements, securities lending transactions and repurchase-to-maturity transactions that qualify for secured borrowing treatment is effective for annual periods beginning after December 15, 2014 and for interim periods beginning after March 15, 2014. The Company currently records repurchase arrangements as secured borrowings and does not anticipate this guidance will have an impact on the Company's consolidated financial statements.
In June 2014, the FASB issued guidance which amends the accounting guidance for repurchase-to-maturity transactions and repurchase agreements executed as repurchase financings, and requires additional disclosure about certain transactions by the transferor. The guidance is effective for certain transactions that qualify for sales treatment for the first interim or annual period beginning after December 15, 2014. The new disclosure requirements for repurchase agreements, securities lending transactions and repurchase-to-maturity transactions that qualify for secured borrowing treatment is effective for annual periods beginning after December 15, 2014 and for interim periods beginning after March 15, 2014. The Company currently records repurchase arrangements as secured borrowings and does not anticipate this guidance will have an impact on the Company's consolidated financial statements.
In August 2014, the FASB issued guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance requires that management evaluate each annual and interim reporting period whether conditions exist that give rise to substantial doubt about the entity’s ability to continue as a going concern within one year from the financial statement issuance date, and if so, provide related disclosures. Disclosures are only required if conditions give rise to substantial doubt, whether or not the substantial doubt is alleviated by management’s plans. No disclosures are required specific to going concern uncertainties if an assessment of the conditions does not give rise to substantial doubt. Substantial doubt exists when conditions and events, considered in the aggregate, indicate that it is probable that a company will be unable to meet its obligations as they become due within one year after the financial statement issuance date. If substantial doubt is alleviated as a result of the consideration of management’s plans, a company should disclose information that enables users of financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes): (1) principal conditions that initially give rise to substantial doubt, (2) management’s evaluation of the significance of those conditions in relation to the company’s ability to meet its obligations, and (3) management’s plans that alleviated substantial doubt. If substantial doubt is not alleviated after considering management’s plans, disclosures should enable investors to understand the underlying conditions, and include the following: (1) a statement indicating that there is substantial doubt about the company’s ability to continue as a going concern within one year after the issuance date, (2) the principal conditions that give rise to substantial doubt, (3) management’s evaluation of the significance of those conditions in relation to the company’s ability to meet its obligations, and (4) management's plans that are intended to mitigate the adverse conditions. The new guidance applies to all companies. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company does not anticipate that the adoption of this guidance will have a material impact on the Company's consolidated financial statements.
Note 3 – Fair Value Disclosure
GAAP establishes a hierarchy of valuation techniques based on observable inputs utilized in measuring financial instruments at fair values. Market based or observable inputs are the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
Level I — Quoted prices in active markets for identical assets or liabilities.
Level II — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
69
Level III — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used.
While the Company anticipates that its valuation methods will be appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The Company will use inputs that are current as of the measurement date, which may include periods of market dislocation, during which price transparency may be reduced.
The estimated fair value of the CMBS portfolio is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. Broker quotes are only indicative of fair value and may not necessarily represent what the Company would receive in an actual trade for the applicable instrument. Management performs additional analysis on prices received based on broker quotes to validate the prices and adjustments are made as deemed necessary by management to capture current market information. The estimated fair values of the Company’s securities are based on observable market parameters and are classified as Level II in the fair value hierarchy.
The estimated fair values of the Company’s derivative instruments are determined using a discounted cash flow analysis on the expected cash flows of each derivative. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The fair values of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected cash flows are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The fair values of FX forwards are determined by comparing the contracted forward exchange rate to the current market exchange rate. The current market exchange rates are determined by using market spot rates, forward rates and interest rate curves for the underlying countries. The Company’s derivative instruments are classified as Level II in the fair value hierarchy.
The following table summarizes the levels in the fair value hierarchy into which the Company’s financial instruments were categorized as of
December 31, 2014
and
2013
:
|
|
Fair Value as of December 31, 2014
|
Fair Value as of December 31, 2013
|
|||||||||||||||||||||||||||||
|
|
Level I
|
Level II
|
Level III
|
Total
|
Level I
|
Level II
|
Level III
|
Total
|
|||||||||||||||||||||||
|
CMBS (Available-for-Sale)
|
$
|
—
|
|
$
|
17,105
|
|
$
|
—
|
|
$
|
17,105
|
|
$
|
—
|
|
$
|
33,362
|
|
$
|
—
|
|
$
|
33,362
|
|
|||||||
|
CMBS (Fair Value Option)
|
—
|
|
522,730
|
|
—
|
|
522,730
|
|
—
|
|
158,086
|
|
—
|
|
158,086
|
|
|||||||||||||||
|
Derivative instruments
|
—
|
|
4,070
|
|
—
|
|
4,070
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
|
Total
|
$
|
—
|
|
$
|
543,905
|
|
$
|
—
|
|
$
|
543,905
|
|
$
|
—
|
|
$
|
191,448
|
|
$
|
—
|
|
$
|
191,448
|
|
|||||||
Note 4 – Debt Securities
At
December 31, 2014
, all of the Company's CMBS (Available-for-Sale) and CMBS (Fair Value Option) were pledged to secure borrowings under the Company’s master repurchase agreements with Wells Fargo Bank, N.A. (“Wells Fargo”) (the “Wells Facility”), UBS AG, London Branch ("UBS") (the "UBS Facility") and Deutsche Bank AG ("DB") (the "DB Facility"). (See Note 9 for a description of these facilities).
CMBS (Held-to-Maturity) represents a loan the Company closed during May 2014 that was subsequently contributed to a securitization during August 2014. During May 2014, the Company closed a
$155,000
floating-rate whole loan secured by the first mortgage and equity interests in an entity that owns a resort hotel in Aruba. The property consists of
442
hotels rooms,
114
timeshare units,
two
casinos and approximately
131,500
square feet of retail space. During June 2014, the Company syndicated a
$90,000
senior participation in the loan and retained a
$65,000
junior participation. The Company evaluated this transaction and concluded due to our continuing involvement it should not be accounted for as a sale. During August 2014, both the
$90,000
senior participation and the Company's
$65,000
junior participation were contributed to a CMBS securitization. In exchange for contributing its
$65,000
junior participation, the Company received a CMBS secured solely by the
$65,000
junior participation. The whole loan has a
three
-year term with
two
one
-year extension options and an appraised loan-to-value ("LTV") of approximately
60%
.
During
2014
, the Company purchased CMBS with an aggregate face amount of
$387,100
and an aggregate purchase price of
$375,006
. The CMBS were financed under the DB Facility and the Company elected the fair value option for these securities.
70
The amortized cost and estimated fair value of the Company’s debt securities at December 31,
2014
are summarized as follows:
|
Security Description
|
Face
Amount |
Amortized
Cost |
Gross
Unrealized Gain |
Gross
Unrealized Loss |
Estimated
Fair Value |
||||||||||||||
|
CMBS (Available-for-Sale)
|
$
|
17,013
|
|
$
|
17,783
|
|
$
|
—
|
|
$
|
(678
|
)
|
$
|
17,105
|
|
||||
|
CMBS (Fair Value Option)
|
527,177
|
|
516,443
|
|
7,322
|
|
(1,035
|
)
|
522,730
|
|
|||||||||
|
Total
|
$
|
544,190
|
|
$
|
534,226
|
|
$
|
7,322
|
|
$
|
(1,713
|
)
|
$
|
539,835
|
|
||||
The following table presents information about the Company's debt securities that were in an unrealized loss position at
December 31, 2014
:
|
Unrealized Loss Position for Less than 12 months
|
Unrealized Loss Position for 12 months or More
|
||||||||||||||
|
Security Description
|
Fair Value
|
Unrealized Loss
|
Fair Value
|
Unrealized Loss
|
|||||||||||
|
CMBS (Available-for-Sale)
|
$
|
—
|
|
$
|
—
|
|
$
|
17,105
|
|
$
|
(678
|
)
|
|||
|
CMBS (Fair Value Option)
|
130,435
|
|
(1,019
|
)
|
6,315
|
|
(16
|
)
|
|||||||
|
Total
|
$
|
130,435
|
|
$
|
(1,019
|
)
|
$
|
23,420
|
|
$
|
(694
|
)
|
|||
The gross unrealized losses on the available-for-sale securities results from the fair value of the securities falling below the amortized cost basis. These unrealized losses are primarily the result of market factors other than credit impairment and the Company believes the carrying value of the securities are fully recoverable over their expected holding period. Management does not intend to sell or expect to be forced to sell the securities prior to the Company recovering the amortized cost. As such, management does not believe any of the securities are other than temporarily impaired.
The amortized cost and estimated fair value of the Company’s debt securities at
December 31, 2013
are summarized as follows:
|
Security Description
|
Face
Amount |
Amortized
Cost |
Gross
Unrealized Gain |
Gross
Unrealized Loss |
Estimated
Fair Value |
||||||||||||||
|
CMBS (Available-for-Sale)
|
$
|
33,066
|
|
$
|
34,232
|
|
$
|
—
|
|
$
|
(870
|
)
|
$
|
33,362
|
|
||||
|
CMBS (Fair Value Option)
|
155,577
|
|
155,946
|
|
2,313
|
|
(173
|
)
|
158,086
|
|
|||||||||
|
Total
|
$
|
188,643
|
|
$
|
190,178
|
|
$
|
2,313
|
|
$
|
(1,043
|
)
|
$
|
191,448
|
|
||||
The temporary impairment of the available-for-sale securities results from the fair value of the securities falling below the amortized cost basis. These unrealized losses are primarily the result of market factors other than credit impairment and the Company believes the carrying value of the securities are fully recoverable over their expected holding period. Management does not intend to sell or expect to be forced to sell the securities prior to the Company recovering the amortized cost. Additionally, all unrealized losses on securities available-for-sale at December 31, 2013 have existed for less than twelve months. As such, management does not believe any of the securities are other than temporarily impaired.
The overall statistics for the Company’s CMBS (Available-for-Sale) and CMBS (Fair Value Option) calculated on a weighted average basis as of
December 31, 2014
and
2013
are as follows:
|
December 31,
2014 |
December 31,
2013 |
||||
|
Credit Ratings *
|
AAA-CCC-
|
|
AAA-CCC
|
|
|
|
Coupon
|
5.9
|
%
|
5.8
|
%
|
|
|
Yield
|
6.4
|
%
|
5.3
|
%
|
|
|
Weighted Average Life
|
2.3 years
|
|
3.1 years
|
|
|
|
*
|
Ratings per Fitch Ratings, Moody’s Investors Service or Standard &Poor's.
|
71
The percentage vintage, property type, and location of the collateral securing the Company’s CMBS (Available-for-Sale) and CMBS (Fair Value Option) calculated on a weighted average basis as of
December 31, 2014
and
2013
are as follows:
|
Vintage
|
December 31,
2014 |
December 31,
2013 |
|||
|
2005
|
9.0
|
%
|
—
|
%
|
|
|
2006
|
19.0
|
|
3.0
|
|
|
|
2007
|
63.0
|
|
97.0
|
|
|
|
2008
|
9.0
|
|
—
|
|
|
|
Total
|
100
|
%
|
100
|
%
|
|
|
Property Type
|
December 31,
2014 |
December 31,
2013 |
|||
|
Office
|
33.4
|
%
|
33.2
|
%
|
|
|
Retail
|
29.1
|
|
25.1
|
|
|
|
Multifamily
|
13.3
|
|
15.3
|
|
|
|
Hotel
|
9.2
|
|
12.0
|
|
|
|
Other *
|
15.0
|
|
14.4
|
|
|
|
Total
|
100
|
%
|
100
|
%
|
|
|
*
|
No other individual category comprises more than 10% of the total.
|
|
Location
|
December 31,
2014 |
December 31,
2013 |
|||
|
South Atlantic
|
23.2
|
%
|
23.4
|
%
|
|
|
Middle Atlantic
|
21.1
|
|
22.8
|
|
|
|
Pacific
|
17.0
|
|
17.6
|
|
|
|
East North Central
|
11.0
|
|
—
|
|
|
|
Other *
|
27.7
|
|
36.2
|
|
|
|
Total
|
100
|
%
|
100
|
%
|
|
|
*
|
No other individual category comprises more than 10% of the total.
|
Note 5 – Commercial Mortgage Loans
The Company’s commercial mortgage loan portfolio was comprised of the following at
December 31, 2014
:
|
Description
|
Date of
Investment |
Maturity
Date |
Original
Face Amount |
Current
Face Amount |
Carrying
Value |
Coupon
|
Property Size
|
|||||||||||||
|
Hotel - Silver Spring, MD (1)
|
Mar-10
|
Apr-15
|
$
|
26,000
|
|
$
|
24,590
|
|
$
|
24,557
|
|
Fixed
|
|
263 rooms
|
||||||
|
Condo Conversion – NY, NY (1)(2)
|
Aug-13
|
Sept-15
|
33,000
|
|
33,846
|
|
33,961
|
|
Floating
|
|
40,000 sq. ft.
|
|||||||||
|
Condo Construction - Potomac, MD (3)
|
Feb-14
|
Sept-16
|
28,000
|
|
28,000
|
|
27,520
|
|
Floating
|
|
50 units
|
|||||||||
|
Vacation Home Portfolio - Various
|
Apr-14
|
Apr-19
|
101,000
|
|
100,046
|
|
99,086
|
|
Fixed
|
|
229 properties
|
|||||||||
|
Hotel - Philadelphia, PA (1)(4)
|
May-14
|
May-17
|
34,000
|
|
34,000
|
|
33,842
|
|
Floating
|
|
301 rooms
|
|||||||||
|
Condo Construction - Bethesda, MD (5)
|
Jun-14
|
Dec-16
|
20,000
|
|
20,000
|
|
19,616
|
|
Floating
|
|
40 units
|
|||||||||
|
Multifamily - Brooklyn, NY (1)(6)
|
Jul-14
|
Aug-16
|
30,000
|
|
30,000
|
|
30,110
|
|
Floating
|
|
63 units
|
|||||||||
|
Mixed Use - Cincinnati, Ohio (7)
|
Nov-14
|
May-18
|
20,000
|
|
20,000
|
|
18,309
|
|
Floating
|
|
65 acres
|
|||||||||
|
Condo Conversion - NY, NY (1)(8)
|
Nov-14
|
Dec-15
|
67,300
|
|
67,300
|
|
64,714
|
|
Floating
|
|
86,000 sq. ft.
|
|||||||||
|
Multifamily - Williston, North Dakota (1)(4)
|
Nov-14
|
Nov-17
|
58,000
|
|
57,792
|
|
57,297
|
|
Floating
|
|
366 units/homes
|
|||||||||
|
Vacation Home Portfolio - Various U.S. (4)
|
Nov-14
|
Nov-19
|
50,000
|
|
50,000
|
|
49,508
|
|
Fixed
|
|
24 properties
|
|||||||||
|
Total/Weighted Average
|
$
|
467,300
|
|
$
|
465,574
|
|
$
|
458,520
|
|
6.84
|
%
|
|||||||||
|
(1)
|
At
December 31, 2014
, this loan was pledged to secure borrowings under the Company’s master repurchase facility entered into with JPMorgan Chase Bank, N.A. (the “JPMorgan Facility”). See Note 9 – Borrowings for a description of this facility.
|
72
|
(2)
|
This loan includes a
one
-year extension option subject to certain conditions and the payment of a fee.
|
|
(3)
|
This loan includes a
six
-month extension option subject to certain conditions and the payment of a fee. As of
December 31, 2014
, the Company had
$52,000
of unfunded loan commitments related to this loan.
|
|
(4)
|
This loan includes
two
one
-year extension options subject to certain conditions and the payment of a fee.
|
|
(5)
|
This loan includes a
six
-month extension option subject to certain conditions and the payment of a fee. As of
December 31, 2014
, the Company had
$45,100
of unfunded loan commitments related to this loan.
|
|
(6)
|
This loan includes
three
one
-year extension options subject to certain conditions and the payment of a fee for each extension. As of
December 31, 2014
, the Company had
$4,500
of unfunded loan commitments related to this loan.
|
|
(7)
|
This loan includes
two
one
-year extension options subject to certain conditions and the payment of a fee. As of
December 31, 2014
, the Company had
$145,000
of unfunded loan commitments related to this loan.
|
|
(8)
|
This loan includes a
six
-month extension option subject to certain conditions and the payment of a fee.
|
During November 2014, the Company received the full repayment from a whole loan secured by an office condominium in New York City as well as a hotel in New York City.
During the fourth quarter of 2014, the Company received the full repayment from a whole loan secured by a condominium conversion project in New York City.
The Company’s commercial mortgage loan portfolio was comprised of the following as of
December 31, 2013
:
|
Description
|
Date of
Investment |
Maturity
Date |
Original
Face Amount |
Current
Face Amount |
Carrying
Value |
Coupon
|
Property Size
|
|||||||||||||
|
Hotel - NY, NY (1)
|
Jan-10
|
Feb-15
|
$
|
32,000
|
|
$
|
31,317
|
|
$
|
31,317
|
|
Fixed
|
151 rooms
|
|||||||
|
Office Condo (Headquarters) - NY, NY (1)
|
Feb-10
|
Feb-15
|
28,000
|
|
27,169
|
|
27,169
|
|
Fixed
|
73,419 sq. ft.
|
||||||||||
|
Hotel - Silver Spring, MD (1)
|
Mar-10
|
Apr-15
|
26,000
|
|
24,947
|
|
24,785
|
|
Fixed
|
263 rooms
|
||||||||||
|
Condo Conversion – NY, NY (2)
|
Dec-12
|
Jan-15
|
45,000
|
|
45,000
|
|
44,867
|
|
Floating
|
119,000 sq. ft.
|
||||||||||
|
Condo Conversion – NY, NY (3)
|
Aug-13
|
Sept-15
|
33,000
|
|
33,167
|
|
32,961
|
|
Floating
|
40,000 sq. ft.
|
||||||||||
|
Total/Weighted Average
|
$
|
164,000
|
|
$
|
161,600
|
|
$
|
161,099
|
|
8.82
|
%
|
|||||||||
|
(1)
|
At
December 31, 2013
, this loan was pledged to secure borrowings under the JPMorgan Facility. See Note 9 – Borrowings for a description of this facility.
|
|
(2)
|
This loan includes
two
one
-year extension options subject to certain conditions and the payment of a fee for each extension.
|
|
(3)
|
This loan includes a
one
-year extension option subject to certain conditions and the payment of a fee.
|
During March 2013, the Company consented to the transfer of the controlling ownership of the borrower under the Silver Spring, Maryland loan. In conjunction with its consent, the Company received a
$280
fee, which will be recognized over the remaining life of the loan.
During September 2013,
two
senior sub-participation interests in a first mortgage loan which was secured by over
20
acres of land in South Boston, Massachusetts were repaid at par. The senior sub-participation interests were purchased at
78%
of par (including a
3%
brokerage fee).
The Company evaluates each loan for possible impairment on a quarterly basis. The Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan by loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations are sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the Company considers the overall economic environment, real estate sector, and geographic sub-market in which the borrower operates. Such loan loss analyses are completed and reviewed by asset management and finance personnel, who utilize various data sources, including (i) periodic financial data such as debt service coverage ratio, property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, and (iii) current credit spreads and discussions with market participants. An allowance for loan loss is established when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. The Company has determined that an allowance for loan losses was not necessary at
December 31, 2014
and
2013
.
73
Note 6 – Subordinate Loans
The Company’s subordinate loan portfolio was comprised of the following as of
December 31, 2014
:
|
Description
|
Date of
Investment |
Maturity
Date |
Original
Face Amount |
Current
Face Amount |
Carrying
Value |
Coupon
|
||||||||||||
|
Office - Michigan
|
May-10
|
Jun-20
|
$
|
9,000
|
|
$
|
8,813
|
|
$
|
8,813
|
|
Fixed
|
|
|||||
|
Ski Resort - California
|
Apr-11
|
May-17
|
40,000
|
|
40,000
|
|
39,771
|
|
Fixed
|
|
||||||||
|
Mixed Use – North Carolina
|
Jul-12
|
Aug-22
|
6,525
|
|
6,525
|
|
6,525
|
|
Fixed
|
|
||||||||
|
Office Complex - Missouri
|
Sept-12
|
Oct-22
|
10,000
|
|
9,711
|
|
9,711
|
|
Fixed
|
|
||||||||
|
Hotel Portfolio – Various (1)
|
Nov-12
|
Nov-15
|
50,000
|
|
34,042
|
|
33,995
|
|
Floating
|
|
||||||||
|
Condo Construction – NY, NY (1)
|
Jan-13
|
Jul-17
|
60,000
|
|
76,344
|
|
76,005
|
|
Fixed
|
|
||||||||
|
Multifamily Conversion – NY, NY (1)
|
Jan-13
|
Dec-15
|
18,000
|
|
14,608
|
|
14,703
|
|
Floating
|
|
||||||||
|
Hotel Portfolio – Rochester, MN
|
Jan-13
|
Feb-18
|
25,000
|
|
24,486
|
|
24,486
|
|
Fixed
|
|
||||||||
|
Warehouse Portfolio - Various
|
May-13
|
May-23
|
32,000
|
|
32,000
|
|
32,000
|
|
Fixed
|
|
||||||||
|
Multifamily Conversion – NY, NY (2)
|
May-13
|
Feb-15
|
44,000
|
|
44,000
|
|
43,989
|
|
Floating
|
|
||||||||
|
Office Condo - NY, NY
|
Jul-13
|
Jul-22
|
14,000
|
|
14,000
|
|
13,596
|
|
Fixed
|
|
||||||||
|
Condo Conversion – NY, NY (1)
|
Aug-13
|
Sept-15
|
29,400
|
|
29,751
|
|
29,762
|
|
Floating
|
|
||||||||
|
Mixed Use - Pittsburgh, PA (3)
|
Aug-13
|
Aug-16
|
22,500
|
|
22,500
|
|
22,473
|
|
Floating
|
|
||||||||
|
Mixed Use - Various (3)
|
Dec-13
|
Dec-16
|
17,000
|
|
19,464
|
|
19,294
|
|
Fixed
|
|
||||||||
|
Mixed Use - London, England
|
Apr-14
|
Jan-15
|
50,009
|
|
52,355
|
|
52,355
|
|
Fixed
|
|
||||||||
|
Healthcare Portfolio - Various (4)
|
Jun-14
|
Jun-16
|
50,000
|
|
50,000
|
|
50,000
|
|
Floating
|
|
||||||||
|
Hotel - NY, NY (4)
|
Jul-14
|
Jul-16
|
20,000
|
|
20,000
|
|
19,870
|
|
Floating
|
|
||||||||
|
Ski Resort - Big Sky, Montana
|
Aug-14
|
Sept-20
|
15,000
|
|
15,000
|
|
14,861
|
|
Fixed
|
|
||||||||
|
Mixed Use - New York, NY (5)
|
Dec-14
|
Dec-17
|
50,000
|
|
50,000
|
|
48,973
|
|
Floating
|
|
||||||||
|
Total/Weighted Average
|
$
|
562,434
|
|
$
|
563,599
|
|
$
|
561,182
|
|
11.34
|
%
|
|||||||
|
(1)
|
Includes a
one
-year extension option subject to certain conditions and the payment of an extension fee.
|
|
(2)
|
Includes a
three
-month extension option subject to certain conditions and the payment of an extension fee.
|
|
(3)
|
Includes
two
one
-year extension options subject to certain conditions and the payment of a fee for each extension.
|
|
(4)
|
Includes
three
one
-year extension options subject to certain conditions and the payment of an extension fee.
|
|
(5)
|
Includes
two
one
-year extension options subject to certain conditions and the payment of a fee for each extension. As of
December 31, 2014
, the Company had
$32,500
of unfunded loan commitments related to this loan.
|
During January 2014, the Company received a
$15,000
principal repayment from a subordinate loan secured by a pledge of the equity interests in the owner of a New York City hotel.
During June 2014, the Company received a
$47,000
principal repayment from a mezzanine loan secured by a pledge of the equity interests in a portfolio of skilled nursing facilities.
During August 2014, the Company received the final repayment from a
$50,000
mezzanine loan secured by a pledge of the equity interests in a borrower that owns a portfolio of
seven
office parks throughout Florida.
During November 2014, the Company received the final repayment from a
$28,250
mezzanine loan secured by a pledge of the equity interests in a borrower that owns the leasehold interest in a hotel in New York City.
During the fourth quarter of 2014, the Company received the full repayment from a subordinate loan secured by a condominium conversion project in New York City.
74
The Company’s subordinate loan portfolio was comprised of the following as of
December 31, 2013
:
|
Description
|
Date of
Investment |
Maturity
Date |
Original
Face Amount |
Current
Face Amount |
Carrying
Value |
Coupon
|
||||||||||||
|
Office - Michigan
|
May-10
|
Jun-20
|
$
|
9,000
|
|
$
|
8,866
|
|
$
|
8,866
|
|
Fixed
|
||||||
|
Ski Resort - California
|
Apr-11
|
May-17
|
40,000
|
|
40,000
|
|
39,781
|
|
Fixed
|
|||||||||
|
Hotel– New York (1)
|
Jan-12
|
Feb-14
|
15,000
|
|
15,000
|
|
15,207
|
|
Fixed
|
|||||||||
|
Mixed Use – North Carolina
|
Jul-12
|
Jul-22
|
6,525
|
|
6,525
|
|
6,525
|
|
Fixed
|
|||||||||
|
Office Complex - Missouri
|
Sept-12
|
Oct-22
|
10,000
|
|
9,849
|
|
9,849
|
|
Fixed
|
|||||||||
|
Hotel Portfolio – Various (1)
|
Nov-12
|
Nov-15
|
50,000
|
|
48,431
|
|
48,397
|
|
Floating
|
|||||||||
|
Condo Conversion – NY, NY (2)
|
Dec-12
|
Jan-15
|
35,000
|
|
35,000
|
|
34,734
|
|
Floating
|
|||||||||
|
Condo Construction – NY, NY (1)
|
Jan-13
|
Jul-17
|
60,000
|
|
66,800
|
|
66,340
|
|
Fixed
|
|||||||||
|
Multifamily Conversion – NY, NY (1)
|
Jan-13
|
Dec-14
|
18,000
|
|
18,000
|
|
17,906
|
|
Floating
|
|||||||||
|
Hotel Portfolio – Rochester, MN
|
Jan-13
|
Feb-18
|
25,000
|
|
24,771
|
|
24,771
|
|
Fixed
|
|||||||||
|
Warehouse Portfolio - Various
|
May-13
|
May-23
|
32,000
|
|
32,000
|
|
32,000
|
|
Fixed
|
|||||||||
|
Multifamily Conversion – NY, NY (3)
|
May-13
|
Jun-14
|
44,000
|
|
44,000
|
|
43,859
|
|
Floating
|
|||||||||
|
Office Condo - NY, NY
|
Jul-13
|
Jul-22
|
14,000
|
|
14,000
|
|
13,565
|
|
Fixed
|
|||||||||
|
Condo Conversion – NY, NY (4)
|
Aug-13
|
Sept-15
|
294
|
|
295
|
|
2
|
|
Floating
|
|||||||||
|
Mixed Use - Pittsburgh, PA (1)
|
Aug-13
|
Aug-16
|
22,500
|
|
22,500
|
|
22,342
|
|
Floating
|
|||||||||
|
Healthcare Portfolio - Various
|
Oct-13
|
Jun-14
|
47,000
|
|
47,000
|
|
47,000
|
|
Floating
|
|||||||||
|
Mixed Use - Florida (2)
|
Nov-13
|
Oct-18
|
50,000
|
|
50,000
|
|
49,535
|
|
Floating
|
|||||||||
|
Mixed Use - Various (2)
|
Dec-13
|
Dec-18
|
17,000
|
|
17,000
|
|
16,805
|
|
Fixed
|
|||||||||
|
Total/Weighted Average
|
$
|
495,319
|
|
$
|
500,037
|
|
$
|
497,484
|
|
11.6
|
%
|
|||||||
|
(1)
|
Includes a
one
-year extension option subject to certain conditions and the payment of an extension fee.
|
|
(2)
|
Includes
two
one
-year extension options subject to certain conditions and the payment of a fee for each extension.
|
|
(3)
|
Includes a
three
-month extension option subject to certain conditions and the payment of an extension fee.
|
|
(4)
|
Includes a
one
-year extension option subject to certain conditions and the payment of an extension fee. As of
December 31, 2013
, the Company had
$29,106
of unfunded loan commitments related to this loan.
|
In February 2013, the Company received principal repayments on
two
mezzanine loans totaling
$50,000
secured by a portfolio of retail shopping centers located throughout the United States. In connection with the repayment, the Company received a yield maintenance payment totaling
$2,500
.
In June 2013, the Company received the repayment of a
$15,000
mezzanine loan secured by a hotel in New York City. In connection with the repayment, the Company received a yield maintenance payment totaling
$1,233
.
During October 2013, the Company received a full principal repayment from a
$25,000
mezzanine loan secured by a portfolio of hotels in New York City.
During 2013, the Company received a full principal repayment from a
$25,000
subordinate financing secured by a retail center in Woodbridge, Virginia.
The Company evaluates its loans for possible impairment on a quarterly basis. See Note 5 – Commercial Mortgage Loans for a summary of the metrics reviewed. The Company has determined that an allowance for loan loss was not necessary at
December 31, 2014
and
December 31, 2013
.
Note 7 – Unconsolidated Joint Venture
In September 2014, the Company, through a wholly owned subsidiary, acquired a
59%
ownership interest in Champ Limited Partnership (“Champ LP”) following which a wholly-owned subsidiary of Champ LP then acquired a
35%
ownership interest in KBC Bank Deutschland AG ("KBC Bank"), the German subsidiary of Belgian KBC Group NV. The Company acquired its ownership interest in Champ LP for an initial purchase price paid at closing of approximately
€30,724
(
$39,477
).
75
The Company committed to invest up to approximately
€38,000
(
$50,000
). Through its interest in Champ LP, the Company holds an indirect ownership interest in KBC Bank of approximately
21%
. The Company together with other affiliated investors, in aggregate, own
100%
of Champ LP. Champ LP together with certain unaffiliated third party investors, in aggregate, own
100%
of KBC Bank.
KBC Bank specializes in corporate banking and financial services for medium-sized German companies. It also provides professional real estate financing, acquisition finance, institutional asset management and private wealth management services for German high-net-worth individuals. Following the closing of the transaction, KBC Bank was renamed Bremer Kreditbank AG and will operate under the name BKB Bank.
The Company determined that Champ LP met the definition of a VIE and that it was not the primary beneficiary; therefore, we did not consolidate the assets and liabilities of the partnership. Additionally, Champ LP is an Investment Company under GAAP, and is therefore reflected at fair value. Our investment in Champ LP is accounted for as an equity method investment and therefore we record our proportionate share of the net asset value.
Note 8 – Repurchase Agreement
During 2011, the Company funded a
$47,439
investment structured in the form of a repurchase facility secured by a Class A-2 CDO bond. The
$47,439
of borrowings provided under the facility financed the purchase of a CDO bond with an aggregate face amount of
$68,726
, representing an advance rate of
69%
on the CDO bond’s face amount. The Class A-2 CDO bond, originally rated AAA/Aaa, is currently rated A-/Baa1. The CDO is comprised of
58
senior and subordinate commercial real estate debt positions and commercial real estate securities with the majority of the debt and securities underlying the CDO being first mortgages.
The repurchase facility had an interest of
13.0%
(
10.0%
current pay with a
3.0%
accrual) on amounts outstanding and had an initial term of
18 months with three six-month extensions options
available to the borrower. Any principal repayments that occured prior to the 21st month were subject to a make-whole provision at the full
13.0%
interest rate.
In January 2013, the repurchase agreement was repaid in full. Upon the repayment, the Company realized a
17%
IRR on its investment.
Note 9 – Borrowings
At
December 31, 2014
and
2013
, the Company had borrowings outstanding under the JPMorgan Facility, the Wells Facility, the UBS Facility and the DB Facility. At
December 31, 2014
and
2013
, the Company’s borrowings had the following debt balances, weighted average maturities and interest rates:
|
December 31, 2014
|
December 31, 2013
|
|||||||||||||||||
|
|
Debt
Balance |
Weighted
Average Remaining Maturity |
|
Weighted
Average Rate |
Debt
Balance |
Weighted
Average Remaining Maturity |
|
Weighted
Average Rate |
||||||||||
|
Wells Facility borrowings
|
$
|
20,166
|
|
0.2 years
|
1.0
|
%
|
$
|
47,751
|
|
0.2 years
|
|
1.2
|
%
|
**
|
||||
|
UBS Facility borrowings
|
133,899
|
|
3.7 years
|
*
|
2.8
|
%
|
133,899
|
|
4.7 years
|
2.8
|
%
|
Fixed
|
||||||
|
DB Facility borrowings
|
300,005
|
|
3.3 years
|
3.7
|
%
|
—
|
|
0.0 years
|
—
|
%
|
***
|
|||||||
|
JPMorgan Facility borrowings
|
168,124
|
|
0.1 years
|
|
2.7
|
%
|
20,383
|
|
1.1 years
|
|
2.7
|
%
|
L+250
|
|||||
|
Total borrowings
|
$
|
622,194
|
|
3.2 years
|
|
3.2
|
%
|
$
|
202,033
|
|
3.3 years
|
|
2.4
|
%
|
||||
|
*
|
Assumes extension options are exercised.
|
** At
December 31, 2013
, borrowings outstanding under the Wells Facility bore interest at LIBOR plus 105 basis points. At
December 31, 2014
, borrowings outstanding under the Wells Facility bore interest at LIBOR plus 80 basis points.
*** Advances under the DB Facility accrue interest at a per annum pricing rate based on the rate implied by the fixed rate bid under a fixed for floating interest rate swap for the receipt of payments indexed to three-month U.S. dollar LIBOR, plus a financing spread ranging from
1.80%
to
2.32%
based on the rating of the collateral pledged.
76
At
December 31, 2014
, the Company’s borrowings had the following remaining maturities:
|
Less than
1 year |
1 to 3
years |
3 to 5
years |
More than
5 years |
Total
|
|||||||||||||||
|
Wells Facility borrowings
|
$
|
20,166
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20,166
|
|
||||
|
UBS Facility borrowings *
|
—
|
|
133,899
|
|
—
|
|
—
|
|
133,899
|
|
|||||||||
|
DB Facility borrowings
|
40,476
|
|
213,654
|
|
45,875
|
|
—
|
|
300,005
|
|
|||||||||
|
JPMorgan Facility borrowings
|
168,124
|
|
—
|
|
—
|
|
—
|
|
168,124
|
|
|||||||||
|
Total
|
$
|
228,766
|
|
$
|
347,553
|
|
$
|
45,875
|
|
$
|
—
|
|
$
|
622,194
|
|
||||
|
*
|
Assumes extension options are exercised.
|
The table below summarizes the outstanding balances, as well as the maximum and average balances as of
December 31, 2014
and
2013
.
|
2014
|
2013
|
||||||||||||||||||||||
|
|
Balance at
December 31, 2014 |
Maximum Month-End
Balance |
Average Month-End
Balance |
Balance at
December 31, 2013 |
Maximum Month-End
Balance |
Average Month-End
Balance |
|||||||||||||||||
|
Wells Facility borrowings
|
$
|
20,166
|
|
$
|
47,751
|
|
$
|
28,921
|
|
$
|
47,751
|
|
$
|
225,156
|
|
$
|
168,747
|
|
|||||
|
UBS Facility borrowings
|
133,899
|
|
133,899
|
|
133,899
|
|
133,899
|
|
133,899
|
|
31,728
|
|
|||||||||||
|
DB Facility borrowings
|
300,005
|
|
300,005
|
|
145,856
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
||||||||
|
JPMorgan Facility borrowings
|
168,124
|
|
169,066
|
|
105,366
|
|
$
|
20,383
|
|
$
|
20,383
|
|
$
|
3,138
|
|
||||||||
|
Total
|
$
|
622,194
|
|
$
|
202,033
|
|
|||||||||||||||||
Repurchase Agreements
Wells Facility
In August 2010, the Company, through an indirect wholly owned subsidiary, entered into the Wells Facility. The Wells Facility currently provides for borrowings of up to
$506,000
in order to finance the acquisition of AAA-rated CMBS. The term of the Wells Facility expires in March 2015. The purchase price of the CMBS is determined on a per asset basis by applying an advance rate schedule agreed upon by the Company and Wells Fargo. Amounts borrowed under the Wells Facility bear interest at a rate of LIBOR +
0.80%
. Advance rates under the Wells Facility typically range from
85%
-
90%
on the face amount of the underlying collateral depending on the weighted average life of the collateral pledged. Margin calls will occur any time the outstanding loan balance exceeds the lender’s required advance in accordance with agreed upon advance rates by more than
$250
. The Wells Facility contains, among others, the following restrictive covenants: (1) negative covenants intended to restrict the Company from failing to qualify as a REIT and (2) financial covenants to be met by the Company, including a minimum net asset value covenant (which shall not be less than an amount equal to (i)
$100,000
, (ii)
75%
of the greatest net asset value during the prior calendar quarter and (iii)
65%
of the greatest net asset value during the prior calendar year), a maximum total debt to consolidated tangible net worth covenant (
8
:1), a minimum liquidity covenant (
$2,500
) and a minimum EBITDA to interest expense covenant (
1.5
:1). The Company has agreed to provide a limited guarantee of up to
15%
, or a maximum of
$37,500
, of the obligations of its indirect wholly-owned subsidiary under the Wells Facility.
The pricing margin for all assets financed under the Wells Facility is
1.50%
. The Company is required to maintain at all times an amount in Repo Liquidity (as generally defined to include all amounts held in the collection account established under the Wells Facility for the benefit of Wells Fargo, cash, cash equivalents, super-senior CMBS rated AAA by at least two rating agencies, and total amounts immediately and unconditionally available on an unrestricted basis under all outstanding capital commitments, subscription facilities and secured revolving credit or repurchase facilities) no less than the greater of
10%
of the total consolidated recourse indebtedness of the Company and
$12,500
. Advances under the Wells Facility accrue interest at a per annum pricing rate equal to the sum of (i) 30 day LIBOR and (ii) the applicable pricing margin.
77
UBS Facility
In September 2013, the Company through an indirect wholly-owned subsidiary entered into the UBS Facility, which currently provides that the Company may borrow up to
$133,899
in order to finance the acquisition of CMBS. The UBS Facility has a term of
four years
, with a
one
-year extension available at the Company's option, subject to certain restrictions. Advances under the UBS Facility accrue interest at a per annum pricing rate equal to a spread of
1.55%
per annum over the rate implied by the fixed rate bid under a fixed-for-floating interest rate swap for the receipt of payments indexed to six-month U.S. dollar LIBOR. The Company borrows
100%
of the estimated fair value of the collateral pledged and posts margin equal to
22.5%
of that borrowing amount in cash. The margin posted is classified as restricted cash on the Company's consolidated balance sheets. Additionally, beginning on the 121st day following the closing date and depending on the utilization rate of the facility, a portion of the undrawn amount may be subject to non-use fees. The UBS Facility contains customary terms and conditions for repurchase facilities of this type and financial covenants to be met by the Company, including a minimum net asset value covenant (which shall not be less than an amount equal to
$500,000
and a maximum total debt to consolidated tangible net worth covenant (
3
:1). The Company has agreed to provide a full guarantee of the obligations of its indirect wholly-owned subsidiary under the UBS Facility.
DB Facility
In April 2014, the Company, through an indirect wholly-owned subsidiary, entered into the DB Facility, which currently provides that the Company may borrow up to
$300,005
in order to finance the acquisition of CMBS. The DB Facility matures in April 2018, subject to certain restrictions. Advances under the DB Facility accrue interest at a per annum pricing rate based on the rate implied by the fixed rate bid under a fixed for floating interest rate swap for the receipt of payments indexed to three-month U.S. dollar LIBOR, plus a financing spread ranging from
1.80%
to
2.32%
based on the rating of the collateral pledged. The Company borrows an amount equal to the product of the estimated fair value of the collateral pledged divided by a margin ratio ranging from
125.00%
to
181.82%
depending on the collateral pledged.
Additionally, since December 7, 2014 and depending on the utilization rate of the facility, a portion of the undrawn amount may be subject to non-use fees. The DB Facility contains customary terms and conditions for repurchase facilities of this type and financial covenants to be met by the Company, including minimum shareholder's equity of
50%
of the gross capital proceeds of its initial public offering and any subsequent public or private offerings.
JPMorgan Facility
In January 2010, the Company, through
two
indirect wholly owned subsidiaries, entered into the JPMorgan Facility. As of December 31, 2014 the JPMorgan Facility provided that the Company may borrow up to
$175,000
in order to finance the origination and acquisition of commercial first mortgage loans and AAA-rated CMBS. Amounts borrowed under the JPMorgan Facility bore interest at a rate of LIBOR+
2.5%
. Advance rates under the JPMorgan Facility typically range from
65%
-
90%
on the estimated fair value of the pledged collateral depending on its LTV. Margin calls will occur any time the outstanding loan balance exceeds the lender’s required advance in accordance with agreed upon advance rates by more than
$250
. The Company has agreed to provide a full guarantee for the obligations of its borrower subsidiaries under the JPMorgan Facility and is requires to hold minimum liquidity equal to the greater of
5%
of its total recourse indebtedness and
$15,000
. The JPMorgan Facility contains, among others, the following restrictive covenants: (1) negative covenants relating to restrictions on the Company’s operations that would cease to allow the Company to qualify as a REIT and (2) financial covenants to be met by the Company when the repurchase facility is being utilized, including a minimum consolidated tangible net worth covenant (
$125,000
), maximum total debt to consolidated tangible net worth covenant (
3
:1), a minimum liquidity covenant (the greater of
10%
of total consolidated recourse indebtedness and
$12,500
) and a minimum net income covenant (
one
U.S. dollar during any
four
consecutive fiscal quarters). The Company agreed to provide a limited guarantee of the obligations of its indirect wholly-owned subsidiaries under the Amended and Restated JPMorgan Facility.
The Company was in compliance with the financial covenants under its repurchase agreements at
December 31, 2014
and
December 31, 2013
.
Note 10 – Convertible Senior Notes
On March 17, 2014, the Company issued
$143,750
aggregate principal amount of
5.50%
Convertible Senior Notes due 2019 (the "March 2019 Notes"), for which the Company received net proceeds, after deducting the underwriting discount and estimated offering expense payable by the Company of approximately
$139,037
. At
December 31, 2014
, the March 2019 Notes had a carrying value of
$139,769
and an unamortized discount of
$3,980
.
On August 18, 2014, the Company issued an additional
$111,000
aggregate principal amount of
5.50%
Convertible Senior Notes due 2019 (the "August 2019 Notes," and together with the March 2019 Notes, the "2019 Notes"), for which the
78
Company received net proceeds, after deducting the underwriting discount and estimated offering expense payable by the Company of approximately
$109,615
. At
December 31, 2014
, the August 2019 Notes had a carrying value of
$106,695
and an unamortized discount of
$4,305
.
The following table summarizes the terms of the 2019 Notes.
|
Principal Amount
|
Coupon Rate
|
Effective Rate (1)
|
Conversion Rate (2)
|
Maturity Date
|
Remaining Period of Amortization
|
||||||
|
March 2019 Notes
|
$
|
143,750
|
|
5.50
|
%
|
6.25
|
%
|
55.3649
|
|
3/15/2019
|
4.21 years
|
|
August 2019 Notes
|
$
|
111,000
|
|
5.50
|
%
|
6.50
|
%
|
55.3649
|
|
3/15/2019
|
4.21 years
|
|
(1)
|
Effective rate includes the effect of the adjustment for the conversion option (See footnote (2) below), the value of which reduced the initial liability and was recorded in additional paid-in-capital.
|
|
(2)
|
The Company has the option to settle any conversions in cash, shares of common stock or a combination thereof. The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of 2019 Notes converted. The if-converted value of the 2019 Notes does not exceed their principal amount at
December 31, 2014
since the closing market price of the Company’s common stock of
$16.36
per share does not exceed the implicit conversion prices of
$18.06
for the 2019 Notes.
|
GAAP requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. GAAP requires that the initial proceeds from the sale of the 2019 Notes be allocated between a liability component and an equity component in a manner that reflects interest expense at the interest rate of similar nonconvertible debt that could have been issued by the Company at such time. The Company measured the fair value of the debt components of the 2019 Notes as of their issuance date based on effective interest rates. As a result, the Company attributed approximately
$11,445
of the proceeds to the equity component of the 2019 Notes, which represents the excess proceeds received over the fair value of the liability component of the 2019 Notes at the date of issuance. The equity component of the 2019 Notes has been reflected within additional paid-in capital in the consolidated balance sheet as of
December 31, 2014
. The resulting debt discount is being amortized over the period during which the 2019 Notes are expected to be outstanding (the maturity date) as additional non-cash interest expense. The additional non-cash interest expense attributable to each of the 2019 Notes will increase in subsequent reporting periods through the maturity date as the 2019 Notes accrete to their par value over the same period. The aggregate contractual interest expense was approximately
$8,493
for the year ended
December 31, 2014
, respectively. With respect to the amortization of the discount on the liability component of the 2019 Notes as well as the amortization of deferred financing costs, the Company reported additional non-cash interest expense of approximately
$1,973
for the year ended
December 31, 2014
.
As of
December 31, 2014
potential shares of common stock contingently issuable upon the conversion of the 2019 Notes were excluded from the calculation of diluted income per share because it is management's intent and ability to settle the obligation in cash.
Note 11 – Participations Sold
During May 2014, the Company closed a
$155,000
floating-rate whole loan secured by the first mortgage and equity interests in an entity that owns a resort hotel in Aruba. During June 2014, the Company syndicated a
$90,000
senior participation in the loan and retained a
$65,000
junior participation in the loan. During August 2014, both the
$90,000
senior participation and the Company's
$65,000
junior participation were contributed to a CMBS securitization. In exchange for contributing its
$65,000
junior participation, the Company received a CMBS secured solely by the
$65,000
junior participation and classified it as CMBS (held-to-maturity) on its consolidated financial statements.
Participations sold represent the interest in the Aruba loan the Company originated and subsequently sold. The Company presents the participation sold as both assets and non-recourse liabilities because the participation does not qualify as a sale according to GAAP. At
December 31, 2014
, the Company had one such participation sold with a face amount of
$90,000
and a carrying amount of
$89,584
. The participation sold has a cash coupon of LIBOR plus
440
basis points. The income earned on the participation sold is recorded as interest income and an identical amount is recorded as interest expense on the Company's consolidated statements of operations.
Note 12 – Derivative Instruments
The Company uses interest rate swaps and caps to manage exposure to variable cash flows on portions of its borrowings under repurchase agreements. Interest rate swap and cap agreements allow the Company to receive a variable rate cash flow
79
based on LIBOR and pay a fixed rate cash flow, mitigating the impact of this exposure. All of the Company's interest rate swaps and caps matured during the third quarter of 2013.
During April 2014, the Company entered into a forward contract whereby it agreed to sell
£34,389
in exchange for
$57,631
in January 2015. The forward contract was executed to economically fix the U.S. dollar amounts of foreign denominated cash flows expected to be received related to a foreign denominated loan investment which closed in the second quarter of 2014.
The Company has not designated any of its derivative instruments as hedges under GAAP and therefore, changes in the fair value of the Company's derivatives are recorded directly in earnings.
The following table summarizes the amounts recognized on the consolidated statements of operations related to the Company’s derivatives for the years ended
December 31, 2014
,
2013
and
2012
.
|
|
|
Amount of loss
recognized in
income
|
|||||||||||
|
Location of Loss Recognized in Income
|
2014
|
2013
|
2012
|
||||||||||
|
Interest rate swaps
|
Loss on derivative instruments – realized *
|
$
|
—
|
|
$
|
(157
|
)
|
$
|
(895
|
)
|
|||
|
Interest rate swaps
|
Gain on derivative instruments – unrealized
|
—
|
|
$
|
156
|
|
$
|
510
|
|
||||
|
Interest rate caps
|
Loss on derivative instruments - unrealized
|
—
|
|
(1
|
)
|
(187
|
)
|
||||||
|
Forward currency contract
|
Gain on derivative instruments - unrealized
|
4,070
|
|
—
|
|
—
|
|
||||||
|
Total
|
$
|
4,070
|
|
$
|
(2
|
)
|
$
|
(572
|
)
|
||||
|
*
|
Realized losses represent net amounts accrued for the Company’s derivative instruments during the period.
|
The following table summarizes the gross asset and liability amounts related to the Company’s derivatives at
December 31, 2014
and
2013
.
|
December 31, 2014
|
December 31, 2013
|
||||||||||||||||||||||
|
Gross
Amount of Assets Recognized as Assets |
Gross
Amounts Offset in the Statement of Financial Position |
Net Amounts
of Assets Presented in the Statement of Financial Position |
Gross
Amount of Assets Recognized as Liabilities |
Gross
Amounts Offset in the Statement of Financial Position |
Net Amounts
of Liabilities Presented in the Statement of Financial Position |
||||||||||||||||||
|
Interest rate swaps
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(156
|
)
|
$
|
(156
|
)
|
|||||
|
Interest rate caps
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||||||||
|
Forward currency contract
|
$
|
4,070
|
|
$
|
—
|
|
$
|
4,070
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||
|
Total derivative instruments
|
$
|
4,070
|
|
$
|
—
|
|
$
|
4,070
|
|
$
|
1
|
|
$
|
(156
|
)
|
$
|
(155
|
)
|
|||||
Note 13 – Related Party Transactions
Management Agreement
In connection with the Company’s initial public offering (“IPO”) in September 2009, the Company entered into a management agreement (the “Management Agreement”) with ACREFI Management, LLC (the “Manager”), which describes the services to be provided by the Manager and its compensation for those services. The Manager is responsible for managing the Company’s day-to-day operations, subject to the direction and oversight of the Company’s board of directors.
Pursuant to the terms of the Management Agreement, the Manager is paid a base management fee equal to
1.5%
per annum of the Company’s stockholders’ equity (as defined in the Management Agreement), calculated and payable (in cash) quarterly in arrears.
The current term of the Management Agreement expires on
September 29, 2015
, and is automatically renewed for successive one-year terms on each anniversary thereafter. The Management Agreement may be terminated upon expiration of the one-year terms only upon the affirmative vote of at least two-thirds of the Company’s independent directors, based upon (1) unsatisfactory performance by the Manager that is materially detrimental to the Company or (2) a determination that the
80
management fee payable to the Manager is not fair, subject to the Manager’s right to prevent such a termination based on unfair fees by accepting a mutually acceptable reduction of management fees agreed to by at least two-thirds of the Company’s independent directors. The Manager must be provided with written notice of any such termination at least
180 days
prior to the expiration of the then existing term and will be paid a termination fee equal to
three
times the sum of the average annual base management fee during the
24
-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. Following a meeting by the Company’s independent directors in February 2015, which included a discussion of the Manager’s performance and the level of the management fees thereunder, the Company determined not to seek termination of the Management Agreement.
For
2014
,
2013
and
2012
, respectively, the Company incurred approximately
$11,960
,
$10,012
and
$6,139
in base management fees. In addition to the base management fee, the Company is also responsible for reimbursing the Manager for certain expenses paid by the Manager on behalf of the Company or for certain services provided by the Manager to the Company. For
2014
,
2013
and
2012
, respectively, the Company recorded expenses totaling
$985
,
$745
and
$987
related to reimbursements for certain expenses paid by the Manager on behalf of the Company. Expenses incurred by the Manager and reimbursed by the Company are reflected in the respective consolidated statement of operations expense category or the consolidated balance sheet based on the nature of the item.
Included in payable to related party on the consolidated balance sheet at December 31,
2014
and December 31,
2013
, respectively, is approximately
$3,240
and
$2,628
for base management fees incurred but not yet paid.
Unconsolidated Joint Venture
In September 2014, the Company, through a wholly owned subsidiary, acquired a
59%
ownership interest in Champ LP following which a wholly-owned subsidiary of Champ LP then acquired a
35%
ownership interest in KBC Bank, the German subsidiary of Belgian KBC Group NV. The Company acquired its ownership interest in Champ LP for an initial purchase price paid at closing of approximately
€30,724
(
$39,477
). The Company committed to invest up to approximately
€38,000
(
$50,000
). Through its interest in Champ LP, the Company holds an indirect ownership interest in KBC Bank of approximately
21%
. The Company together with other affiliated investors, in aggregate, own
100%
of Champ LP. Champ LP together with certain unaffiliated third party investors, in aggregate, own
100%
of KBC Bank.
Note 14 – Share-Based Payments
On September 23, 2009, the Company’s board of directors approved the Apollo Commercial Real Estate Finance, Inc., 2009 Equity Incentive Plan (the “LTIP”). The LTIP provides for grants of restricted common stock, restricted stock units (“RSUs”) and other equity-based awards up to an aggregate of
7.5%
of the issued and outstanding shares of the Company’s common stock (on a fully diluted basis). The LTIP is administered by the compensation committee of the Company’s board of directors (the “Compensation Committee”) and all grants under the LTIP must be approved by the Compensation Committee.
The Company recognized stock-based compensation expense of
$1,576
,
$3,488
and
$3,624
during
2014
,
2013
and
2012
, respectively, related to restricted stock and RSU vesting. The fair value of restricted stock that vested during
2014
,
2013
and
2012
was
$445
,
$293
and
$717
, respectively. The fair value of RSUs that vested during
2014
,
2013
and
2012
was
$2,729
,
$2,854
and
$1,916
, respectively.
81
The following table summarizes the grants, exchanges and forfeitures of restricted common stock and RSUs during
2014
,
2013
and
2012
:
|
Type
|
Date
|
Restricted Stock
|
RSUs
|
Estimate Fair Value
on Grant Date |
Initial Vesting
|
Final Vesting
|
|||||||||
|
Outstanding at January 1, 2012
|
161,032
|
|
402,709
|
|
|||||||||||
|
Forfeiture
|
February 2012
|
—
|
|
(1,875
|
)
|
n/a
|
|
n/a
|
n/a
|
||||||
|
Grant
|
March 2012
|
—
|
|
20,000
|
|
310
|
|
March 2013
|
March 2015
|
||||||
|
Grant
|
April 2012
|
9,584
|
|
—
|
|
150
|
|
July 2012
|
April 2015
|
||||||
|
Grant
|
August 2012
|
1,496
|
|
—
|
|
25
|
|
July 2013
|
July 2015
|
||||||
|
Canceled upon delivery
|
October 2012
|
—
|
|
(112,084
|
)
|
n/a
|
|
n/a
|
n/a
|
||||||
|
Grant
|
February 2013
|
20,000
|
|
—
|
|
352
|
|
December 2013
|
December 2015
|
||||||
|
Grant
|
February 2013
|
—
|
|
180,000
|
|
3,166
|
|
December 2013
|
December 2015
|
||||||
|
Grant
|
April 2013
|
11,304
|
|
—
|
|
200
|
|
July 2013
|
April 2016
|
||||||
|
Grant
|
May 2013
|
—
|
|
15,000
|
|
264
|
|
December 2013
|
December 2015
|
||||||
|
Forfeiture
|
June 2013
|
—
|
|
(5,000
|
)
|
n/a
|
|
n/a
|
n/a
|
||||||
|
Canceled upon delivery
|
July 2013
|
—
|
|
(5,000
|
)
|
n/a
|
|
n/a
|
n/a
|
||||||
|
Grant
|
September 2013
|
—
|
|
10,000
|
|
154
|
|
September 2013
|
September 2013
|
||||||
|
Grant
|
November 2013
|
5,000
|
|
—
|
|
81
|
|
December 2013
|
October 2016
|
||||||
|
Canceled upon delivery
|
January 2014
|
—
|
|
(288,750
|
)
|
n/a
|
|
n/a
|
n/a
|
||||||
|
Grant
|
April 2014
|
8,931
|
|
—
|
|
150
|
|
July 2014
|
April 2017
|
||||||
|
Grant
|
April 2014
|
5,000
|
|
—
|
|
85
|
|
July 2014
|
April 2017
|
||||||
|
Canceled upon delivery
|
April 2014
|
—
|
|
(5,000
|
)
|
n/a
|
|
n/a
|
n/a
|
||||||
|
Grant
|
June 2014
|
—
|
|
10,254
|
|
169
|
|
December 2014
|
December 2016
|
||||||
|
Grant
|
December 2014
|
51,767
|
|
—
|
|
855
|
|
December 2015
|
December 2017
|
||||||
|
Grant
|
December 2014
|
—
|
|
390,000
|
|
6,474
|
|
December 2015
|
December 2017
|
||||||
|
Outstanding at December 31, 2014
|
274,114
|
|
610,254
|
|
|||||||||||
82
Below is a summary of restricted stock and RSU vesting dates as of
December 31, 2014
.
|
Vesting Date
|
Shares Vesting
|
RSU Vesting
|
Total Awards
|
|||||
|
January 2015
|
3,698
|
|
—
|
|
3,698
|
|
||
|
March 2015
|
—
|
|
6,667
|
|
6,667
|
|
||
|
April 2015
|
3,699
|
|
—
|
|
3,699
|
|
||
|
July 2015
|
3,300
|
|
—
|
|
3,300
|
|
||
|
July 2015
|
250
|
|
—
|
|
250
|
|
||
|
October 2015
|
3,300
|
|
—
|
|
3,300
|
|
||
|
December 2015
|
15,588
|
|
196,752
|
|
212,340
|
|
||
|
January 2016
|
3,299
|
|
—
|
|
3,299
|
|
||
|
April 2016
|
3,300
|
|
—
|
|
3,300
|
|
||
|
July 2016
|
2,828
|
|
—
|
|
2,828
|
|
||
|
October 2016
|
2,827
|
|
—
|
|
2,827
|
|
||
|
December 2016
|
12,255
|
|
133,417
|
|
145,672
|
|
||
|
January 2017
|
2,411
|
|
—
|
|
2,411
|
|
||
|
April 2017
|
2,414
|
|
—
|
|
2,414
|
|
||
|
July 2017
|
1,250
|
|
—
|
|
1,250
|
|
||
|
October 2017
|
1,250
|
|
—
|
|
1,250
|
|
||
|
December 2017
|
12,258
|
|
130,008
|
|
142,266
|
|
||
|
73,927
|
|
466,844
|
|
540,771
|
|
|||
At
December 31, 2014
, the Company had unrecognized compensation expense of approximately
$1,301
and
$7,735
, respectively, related to the vesting of restricted stock awards and RSUs noted in the table above.
RSU Deliveries
During
2014
,
2013
and
2012
, respectively, the Company delivered
240,277
,
3,057
and
67,354
shares of common stock for
283,750
,
5,000
and
112,084
vested RSUs. The Company allows RSU participants to settle their tax liabilities with a reduction of their share delivery from the originally granted and vested RSUs. The amount, when agreed to by the participant, results in a cash payment to the Manager related to this tax liability and a corresponding adjustment to additional paid in capital on the consolidated statement of changes in stockholders' equity. The adjustments were
$876
,
$31
and
$779
in
2014
,
2013
and
2012
, respectively, and are included as reductions of capital increase related to the Company's equity incentive plan in the consolidated statement of changes in shareholders’ equity.
Note 15 – Stockholders’ Equity
The Company’s authorized capital stock consists of
450,000,000
shares of common stock,
$0.01
par value per share and
50,000,000
shares of preferred stock,
$0.01
par value per share. As of
December 31, 2014
,
46,900,442
shares of common stock were issued and outstanding and there were
3,450,000
shares of preferred stock issued and outstanding.
83
Dividends.
During
2014
and
2013
, the Company has declared the following dividends on its common stock:
|
Declaration Date
|
Record Date
|
Payment Date
|
Amount
|
||
|
February 27, 2013
|
March 28, 2013
|
April 12, 2013
|
$
|
0.40
|
|
|
May 1, 2013
|
June 28, 2013
|
July 12, 2013
|
$
|
0.40
|
|
|
July 31, 2013
|
September 30, 2013
|
October 11, 2013
|
$
|
0.40
|
|
|
11/4/13
|
December 31, 2013
|
January 13, 2014
|
$
|
0.40
|
|
|
February 26, 2014
|
March 31, 2014
|
April 15, 2014
|
$
|
0.40
|
|
|
April 29, 2014
|
June 30, 2014
|
July 15, 2014
|
$
|
0.40
|
|
|
July 28, 2014
|
September 30, 2014
|
October 15, 2014
|
$
|
0.40
|
|
|
October 28, 2014
|
December 31, 2014
|
1/15/15
|
$
|
0.40
|
|
During
2014
and
2013
, the Company declared the following dividends on its Series A Preferred Stock:
|
Declaration Date
|
Record Date
|
Payment Date
|
Amount
|
||
|
March 15, 2013
|
March 28, 2013
|
April 15, 2013
|
$
|
0.5391
|
|
|
June 12, 2013
|
June 28, 2013
|
July 15, 2013
|
$
|
0.5391
|
|
|
September 16, 2013
|
September 30, 2013
|
October 15, 2013
|
$
|
0.5391
|
|
|
December 9, 2013
|
December 30, 2013
|
January 15, 2014
|
$
|
0.5391
|
|
|
March 17, 2014
|
March 31, 2014
|
April 15, 2014
|
$
|
0.5391
|
|
|
June 9, 2014
|
June 30, 2014
|
July 15, 2014
|
$
|
0.5391
|
|
|
September 8, 2014
|
September 30, 2014
|
October 15, 2014
|
$
|
0.5391
|
|
|
December 16, 2014
|
December 31, 2014
|
January 15, 2015
|
$
|
0.5391
|
|
Common Stock Offerings.
During the second quarter of 2014, the Company completed a follow-on public offering of
9,706,000
shares of its common stock, including the partial exercise of the underwriters’ option to purchase additional shares, at a price of
$16.35
per share. The aggregate net proceeds from the offering, including proceeds from the sale of the additional shares, were approximately
$158,439
after deducting estimated offering expenses payable by the Company.
During March 2013, the Company completed a follow-on public offering of
8,805,000
shares of its common stock, including the partial exercise of the underwriters’ option to purchase additional shares, at a price of
$16.90
per share. The aggregate net proceeds from the offering, including proceeds from the sale of the additional shares, were approximately
$148,333
after deducting estimated offering expenses payable by the Company.
ATM Program.
In May 2013, the Company entered into an ATM Equity Offering Sales Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and JMP Securities LLC (the "Agents"), relating to shares of the Company's common stock. In accordance with the terms of the agreement, the Company may offer and sell shares of common stock having an aggregate offering price of up to
$100,000
from time to time through the Agents. Sales of the shares, if any, will be made by means of ordinary brokers' transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, or as otherwise agreed with the applicable Agent. To date, the Company has not directed the Agents to sell any shares.
Stock Repurchase Program.
In July 2013, the Company's board of directors approved a stock repurchase program to authorize the Company to repurchase up to an aggregate of
$50,000
of its shares of common stock. To date, the Company has not repurchased any shares pursuant to the stock repurchase program.
Note 16 – Commitments and Contingencies
KBC Bank Deutschland AG.
In September 2013, the Company, together with other affiliates of Apollo, reached an agreement to make an investment in an entity that has agreed to acquire a minority participation in KBC Bank. The Company committed to invest up to approximately €
38,000
(
$50,000
), representing approximately
21%
of the ownership in KBC Bank. The acquisition closed during September 2014 and the Company funded an initial investment of
€30,724
(
$39,477
).
Loan Commitments.
As described in Note 5, the Company had
$246,600
of unfunded loan commitments related to its commercial mortgage loan portfolio as of
December 31, 2014
.
84
As described in Note 6, the Company had
$32,500
of unfunded loan commitments related to its subordinate loan portfolio as of
December 31, 2014
.
Note 17 – Fair Value of Financial Instruments
The following table presents the carrying value and estimated fair value of the Company’s financial instruments not carried at fair value on the consolidated balance sheet at
December 31, 2014
and
2013
:
|
December 31, 2014
|
December 31, 2013
|
||||||||||||||
|
|
Carrying
Value |
Estimated
Fair Value |
Carrying
Value |
Estimated
Fair Value |
|||||||||||
|
Cash and cash equivalents
|
$
|
40,641
|
|
$
|
40,641
|
|
$
|
20,096
|
|
$
|
20,096
|
|
|||
|
Restricted cash
|
30,127
|
|
30,127
|
|
30,127
|
|
30,127
|
|
|||||||
|
Securities, held-to-maturity
|
154,283
|
|
154,980
|
|
—
|
|
—
|
|
|||||||
|
Commercial first mortgage loans
|
458,520
|
|
465,510
|
|
161,099
|
|
164,405
|
|
|||||||
|
Subordinate loans
|
561,182
|
|
566,385
|
|
497,484
|
|
503,267
|
|
|||||||
|
Borrowings under repurchase agreements
|
(622,194
|
)
|
(621,269
|
)
|
(202,033
|
)
|
(202,148
|
)
|
|||||||
|
Convertible senior notes, net
|
(246,464
|
)
|
(254,605
|
)
|
—
|
|
—
|
|
|||||||
|
Participations sold
|
(89,584
|
)
|
(89,995
|
)
|
—
|
|
—
|
|
|||||||
To determine estimated fair values of the financial instruments listed above, market rates of interest, which include credit assumptions, are used to discount contractual cash flows. The estimated fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts. The Company’s securities, held-to-maturity, commercial first mortgage loans, subordinate loans, borrowings under repurchase agreements, convertible senior notes and participations sold are carried at amortized cost on the consolidated financial statements and are classified as Level III in the fair value hierarchy.
Note 18 – Net Income (Loss) per Share
GAAP requires use of the two-class method of computing earnings per share for all periods presented for each class of common stock and participating security as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for dividends declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for dividends declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity.
The remaining earnings are allocated to common stockholders and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Each total is then divided by the applicable number of shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding shares of common stock and all potential shares of common stock assumed issued if they are dilutive. The numerator is adjusted for any changes in income or loss that would result from the assumed conversion of these potential shares of common stock.
85
The table below presents basic and diluted net income per share of common stock using the two-class method for the years ended December 31,
2014
,
2013
and
2012
:
|
For the year ended December 31,
|
|||||||||||
|
2014
|
2013
|
2012
|
|||||||||
|
Numerator:
|
|||||||||||
|
Net income
|
$
|
82,739
|
|
$
|
52,485
|
|
$
|
40,181
|
|
||
|
Preferred dividends
|
(7,440
|
)
|
(7,440
|
)
|
(3,079
|
)
|
|||||
|
Net income available to common stockholders
|
75,299
|
|
45,045
|
|
37,102
|
|
|||||
|
Dividends declared on common stock
|
(71,089
|
)
|
(59,008
|
)
|
(35,899
|
)
|
|||||
|
Dividends on participating securities
|
(506
|
)
|
(798
|
)
|
(628
|
)
|
|||||
|
Net income (loss) attributable to common stockholders
|
$
|
3,704
|
|
$
|
(14,761
|
)
|
$
|
575
|
|
||
|
Denominator:
|
|||||||||||
|
Basic weighted average shares of common stock outstanding
|
43,464,255
|
|
35,212,211
|
|
22,259,386
|
|
|||||
|
Diluted weighted average shares of common stock outstanding
|
43,684,805
|
|
35,679,755
|
|
22,648,819
|
|
|||||
|
Basic and diluted net income (loss) per weighted average share of common stock
|
|||||||||||
|
Distributable Earnings
|
$
|
1.64
|
|
$
|
1.68
|
|
$
|
1.61
|
|
||
|
Undistributed income (loss)
|
0.08
|
|
$
|
(0.42
|
)
|
$
|
0.03
|
|
|||
|
Basic and diluted net income per share of common stock
|
$
|
1.72
|
|
$
|
1.26
|
|
$
|
1.64
|
|
||
For 2013,
467,544
unvested RSUs were excluded from the calculation of diluted net loss per share because the effect was anti-dilutive.
86
Note 19 – Summarized Quarterly Results (Unaudited)
|
|
March 31,
|
June 30,
|
September 30,
|
December 31,
|
|||||||||||||||||||||||||||
|
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
|||||||||||||||||||||||
|
Net interest income:
|
|||||||||||||||||||||||||||||||
|
Interest income from securities
|
$
|
2,419
|
|
$
|
3,087
|
|
$
|
4,366
|
|
$
|
3,014
|
|
$
|
6,129
|
|
$
|
2,533
|
|
$
|
8,275
|
|
$
|
3,633
|
|
|||||||
|
Interest income from securities, held to maturity
|
—
|
|
—
|
|
—
|
|
—
|
|
1,448
|
|
—
|
|
3,165
|
|
—
|
|
|||||||||||||||
|
Interest income from commercial mortgage loans
|
4,011
|
|
3,592
|
|
6,438
|
|
3,676
|
|
8,025
|
|
4,954
|
|
9,328
|
|
3,812
|
|
|||||||||||||||
|
Interest income from subordinate loans
|
14,730
|
|
11,454
|
|
18,238
|
|
11,498
|
|
19,754
|
|
12,184
|
|
17,021
|
|
14,026
|
|
|||||||||||||||
|
Interest income from repurchase agreements
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
|
Interest expense
|
(1,757
|
)
|
(1,068
|
)
|
(5,258
|
)
|
(955
|
)
|
(8,786
|
)
|
(885
|
)
|
(10,740
|
)
|
(1,450
|
)
|
|||||||||||||||
|
Net interest income
|
19,403
|
|
17,067
|
|
23,784
|
|
17,233
|
|
26,570
|
|
18,786
|
|
27,049
|
|
20,021
|
|
|||||||||||||||
|
Operating expenses:
|
|||||||||||||||||||||||||||||||
|
General and administrative expenses
|
(1,442
|
)
|
(1,895
|
)
|
(1,479
|
)
|
(1,437
|
)
|
(1,434
|
)
|
(1,793
|
)
|
(1,796
|
)
|
(2,438
|
)
|
|||||||||||||||
|
Management fees to related party
|
(2,565
|
)
|
(2,160
|
)
|
(2,966
|
)
|
(2,600
|
)
|
(3,193
|
)
|
(2,625
|
)
|
(3,236
|
)
|
(2,627
|
)
|
|||||||||||||||
|
Total operating expenses
|
(4,007
|
)
|
(4,055
|
)
|
(4,445
|
)
|
(4,037
|
)
|
(4,627
|
)
|
(4,418
|
)
|
(5,032
|
)
|
(5,065
|
)
|
|||||||||||||||
|
Income from unconsolidated joint venture
|
—
|
|
—
|
|
—
|
|
—
|
|
(88
|
)
|
—
|
|
(69
|
)
|
—
|
|
|||||||||||||||
|
Interest income from cash balances
|
—
|
|
—
|
|
4
|
|
16
|
|
21
|
|
3
|
|
9
|
|
1
|
|
|||||||||||||||
|
Unrealized gain (loss) on securities
|
2,184
|
|
(1,080
|
)
|
4,749
|
|
(1,421
|
)
|
(2,147
|
)
|
(1,472
|
)
|
(639
|
)
|
908
|
|
|||||||||||||||
|
Foreign currency gain (loss)
|
—
|
|
—
|
|
959
|
|
—
|
|
(3,596
|
)
|
—
|
|
(1,413
|
)
|
—
|
|
|||||||||||||||
|
Gain (loss) on derivative instruments
|
—
|
|
—
|
|
(1,093
|
)
|
(2
|
)
|
3,026
|
|
1
|
|
2,137
|
|
(1
|
)
|
|||||||||||||||
|
Net income
|
17,580
|
|
11,932
|
|
23,958
|
|
11,789
|
|
19,159
|
|
12,900
|
|
22,042
|
|
15,864
|
|
|||||||||||||||
|
Preferred dividends
|
(1,860
|
)
|
(1,860
|
)
|
(1,860
|
)
|
(1,860
|
)
|
(1,860
|
)
|
(1,860
|
)
|
(1,860
|
)
|
(1,860
|
)
|
|||||||||||||||
|
Net income available to common stockholders
|
$
|
15,720
|
|
$
|
10,072
|
|
$
|
22,098
|
|
$
|
9,929
|
|
17,299
|
|
$
|
11,040
|
|
$
|
20,182
|
|
$
|
14,004
|
|
||||||||
|
Basic and diluted net income per share of common stock
|
$
|
0.42
|
|
$
|
0.33
|
|
$
|
0.51
|
|
$
|
0.27
|
|
$
|
0.37
|
|
$
|
0.30
|
|
$
|
0.43
|
|
$
|
0.37
|
|
|||||||
|
Basic weighted average shares of common stock outstanding
|
37,122,842
|
|
30,105,939
|
|
42,888,747
|
|
36,880,410
|
|
46,848,675
|
|
36,883,002
|
|
46,852,646
|
|
36,886,619
|
|
|||||||||||||||
|
Diluted weighted average shares of common stock outstanding
|
37,341,050
|
|
30,480,689
|
|
43,099,354
|
|
37,373,885
|
|
47,068,929
|
|
37,379,469
|
|
47,085,617
|
|
37,390,369
|
|
|||||||||||||||
|
Dividend declared per share of common stock
|
$
|
0.40
|
|
$
|
0.40
|
|
$
|
0.40
|
|
$
|
0.40
|
|
$
|
0.40
|
|
$
|
0.40
|
|
$
|
0.40
|
|
$
|
0.40
|
|
|||||||
Note 20 – Subsequent Events
Investment activity
. In January 2015, the Company closed a
£35,000
(approximately
$52,000
) mezzanine loan secured by a portfolio of
44
senior housing facilities located throughout the United Kingdom. The
five
-year, floating-rate mezzanine loan is part of a
£223,800
whole loan, which includes a
£164,100
first mortgage loan and a
£59,700
mezzanine loan. The remaining
£24,700
of the mezzanine loan was acquired by investment funds affiliated with Apollo Global Management, LLC. The mezzanine loan has an appraised loan-to-value of
70%
and was underwritten to generate an IRR of approximately
10%
.
In February 2015, the Company closed a
$20,000
mezzanine loan secured by a
488
-key full service hotel located in Burbank, California. The
five
-year, fixed rate mezzanine loan is part of a
$90,000
financing which consists of a
$70,000
first mortgage loan and the Company's
$20,000
mezzanine loan. The mezzanine loan has an appraised loan-to-value of
74%
and has been underwritten to generate an IRR of approximately
11%
.
In February 2015, the Company closed a
$92,500
(
$72,500
of which was funded at closing) first mortgage loan for the predevelopment of a mixed-use multifamily and retail development aggregating approximately
330,000
square feet in downtown Brooklyn, New York. The
two
-year, floating-rate first mortgage loan has an appraised LTV of
57%
and has been underwritten to generate an IRR of approximately
21%
on a levered basis.
87
During the first quarter of 2015, the Company funded an additional investment of €
3,331
(or
$3,929
) related to its investment in Champ LP. Additionally, the Company funded an additional investments of
$3,000
related to its investment in floating rate first mortgage loan for the development of a
50
-unit luxury residential condominium in Montgomery County, Maryland and
$4,194
related to its investment in a
$82,500
mezzanine loan for the development of a mixed-use property on the Upper West Side neighborhood of New York City.
In February 2015, the Company sold approximately
48%
of its ownership interest in Champ LP at cost to an account managed by Apollo for approximately
$20,794
, reducing its unfunded commitment to Champ LP to
€3,229
. Through its interest in Champ LP, the Company now holds an indirect ownership interest of approximately
11%
in Bremer Kreditbank AG, which operates under the name BKB Bank. The Company together with certain other affiliated investors and unaffiliated third party investors, in aggregate, own
100%
of BKB Bank.
Repurchase Facilities.
On January 26, 2015, the Company, through an indirect wholly-owned subsidiary, entered into a repurchase agreement with Goldman Sachs Bank USA (the “Goldman Loan”). The Goldman Loan provides for a purchase price of
$52,524
and a repurchase date of the earliest of: (1) April 30, 2019, (2) an early repurchase date as a result of repayment or sale of the purchased loan, or (3) an accelerated repurchase date as a result of certain events of default. Subject to the terms and conditions thereof, the Goldman Loan provides for the purchase and sale of certain participation interests in a mortgage loan secured by single-family and condominium properties. Prior to an event of default, amounts borrowed under the Goldman Loan bear interest at a spread of
3.5%
plus one-month LIBOR. In addition, the Goldman Loan provides that margin calls may occur during the continuance of certain credit events if the market value of the mortgaged properties drop below an agreed upon percentage. The Goldman Loan contains affirmative and negative covenants and provisions regarding events of default that are normal and customary for similar repurchase agreements. The Company has agreed to the following restrictive covenants, among others: (1) continuing to operate in a manner that allows the Company to qualify as a REIT and (2) financial covenants, including (A) a minimum consolidated tangible net worth covenant (
$750,000
), (B) maximum total indebtedness to consolidated tangible net worth (
3
:1), (C) minimum liquidity (
$15,000
), (D) minimum sum of (i) cash liquidity and (ii) “near cash liquidity” (
5.0%
of the Company’s total recourse indebtedness), (E) minimum net income (one U.S. dollar during any four consecutive fiscal quarters) and (F) a minimum ratio of EBITDA to interest expense (
1.5
to 1.0). The Company has also agreed to provide a guarantee of the obligations under the Goldman Loan.
On January 29, 2015, the Company, through indirect wholly-owned subsidiaries, entered into a Fourth Amended and Restated Master Repurchase Agreement (the “Amended and Restated JPMorgan Facility”) with JPMorgan Chase Bank, National Association. The Amended and Restated JPMorgan Facility provides for a maximum aggregate purchase price of
$300,000
and has a
two
-year term plus a
one
-year extension option, exercisable at the option of the Sellers, subject to satisfaction of certain conditions. Subject to the terms and conditions thereof, the Amended and Restated JPMorgan Facility provides for the purchase, sale and repurchase of eligible senior commercial or multifamily mortgage loans, junior commercial or multifamily mortgage loans, mezzanine loans and participation interests therein that are secured by properties located in the United States, England or Wales. Amounts borrowed under the Amended and Restated JPMorgan Facility bear interest at spreads ranging from
2.25%
to
4.75%
over one-month LIBOR. Maximum advance rates under the Amended and Restated JPMorgan Facility range from
25%
to
80%
on the estimated fair value of the pledged collateral depending on its loan-to-value ratio. Margin calls may occur any time the aggregate repurchase price exceeds the agreed upon advance rate multiplied by the market value of the assets by more than
$250
. The Amended and Restated JPMorgan Facility contains affirmative and negative covenants and provisions regarding events of default that are normal and customary for similar repurchase facilities. The Company has agreed to the following restrictive covenants, among others: (1) continuing to operate in a manner that allows the Company to qualify as a REIT and (2) financial covenants, including (A) a minimum consolidated tangible net worth covenant (
$750,000
plus
75%
of the net cash proceeds of any equity issuance by the Company), (B) maximum total indebtedness to consolidated tangible net worth (
3
:1), or (C) minimum liquidity (the greater of
5%
of the Company’s total recourse indebtedness or
$15,000
). The Company has agreed to provide a limited guarantee of the obligations under the Amended and Restated JPMorgan Facility.
Dividends.
On February 25, 2015, the Company’s board of directors declared a dividend of
$0.44
per share of common stock which is payable on April 15, 2015 to common stockholders of record on March 31, 2015.
Management Agreement.
Following a meeting by the Company’s independent directors in February 2015, which included a discussion of the Manager’s performance and the level of the management fees thereunder, the Company determined not to terminate the Management Agreement.
88
Schedule IV — Mortgage Loans on Real Estate
December 31, 2014
|
Property Type
|
Location
|
Interest
Rate |
Final
Extended Maturity Date |
Periodic
Payment Terms |
Face
amount of loans |
Carrying
amount of loans |
|||||||||||
|
Commercial mortgage loans
|
|||||||||||||||||
|
Hotel
|
Maryland
|
9.00
|
%
|
Apr -15
|
|
24,590
|
|
24,557
|
|
||||||||
|
Condo Conversion
|
New York
|
9.67
|
%
|
Sept - 16
|
Interest only
|
33,846
|
|
33,961
|
|
||||||||
|
Condo Construction
|
Maryland
|
10.50
|
%
|
Mar-17
|
Interest only
|
28,000
|
|
27,520
|
|
||||||||
|
Vacation Home Portfolio
|
Various
|
7.50
|
%
|
Apr-19
|
|
100,046
|
|
99,086
|
|
||||||||
|
Hotel
|
Pennsylvania
|
4.71
|
%
|
May-19
|
Interest only
|
34,000
|
|
33,842
|
|
||||||||
|
Condo Construction
|
Maryland
|
10.75
|
%
|
Jun-17
|
Interest only
|
20,000
|
|
19,616
|
|
||||||||
|
Multifamily
|
New York
|
4.41
|
%
|
Aug-19
|
Interest only
|
30,000
|
|
30,110
|
|
||||||||
|
Mixed Use
|
Ohio
|
9.25
|
%
|
May-20
|
|
20,000
|
|
18,309
|
|
||||||||
|
Condo Conversion
|
New York
|
3.75
|
%
|
Jun-16
|
Interest only
|
67,300
|
|
64,714
|
|
||||||||
|
Multifamily
|
North Dakota
|
5.15
|
%
|
Nov-19
|
|
57,792
|
|
57,297
|
|
||||||||
|
Vacation Home Portfolio
|
Various US cities
|
7.00
|
%
|
Nov-21
|
Interest only
|
50,000
|
|
49,508
|
|
||||||||
|
Total commercial mortgage loans
|
465,574
|
|
458,520
|
|
|||||||||||||
|
Subordinate loans (1)
|
|||||||||||||||||
|
Office
|
Michigan
|
13.00
|
%
|
Jun - 20
|
|
8,813
|
|
8,813
|
|
||||||||
|
Ski Resort
|
California
|
13.25
|
%
|
May - 17
|
Interest only
|
40,000
|
|
39,771
|
|
||||||||
|
Mixed Use
|
North Carolina
|
11.10
|
%
|
Aug - 22
|
Interest only
|
6,525
|
|
6,525
|
|
||||||||
|
Office Complex
|
Missouri
|
11.75
|
%
|
Oct - 22
|
|
9,711
|
|
9,711
|
|
||||||||
|
Hotel Portfolio
|
Various US cities
|
11.07
|
%
|
Nov - 16
|
|
34,042
|
|
33,995
|
|
||||||||
|
Condo Construction
|
New York
|
13.25
|
%
|
July - 18
|
Interest only
|
76,344
|
|
76,005
|
|
||||||||
|
Multifamily Conversion
|
New York
|
10.23
|
%
|
Dec - 15
|
Interest only
|
14,608
|
|
14,703
|
|
||||||||
|
Hotel Portfolio
|
Minnesota
|
11.00
|
%
|
Feb - 18
|
|
24,486
|
|
24,486
|
|
||||||||
|
Warehouse Portfolio
|
Various US cities
|
11.50
|
%
|
May - 23
|
Interest only
|
32,000
|
|
32,000
|
|
||||||||
|
Multifamily Conversion
|
New York
|
12.25
|
%
|
Feb - 15
|
Interest only
|
44,000
|
|
43,989
|
|
||||||||
|
Office Condo
|
New York
|
11.25
|
%
|
Jul - 22
|
Interest only
|
14,000
|
|
13,596
|
|
||||||||
|
Condo Conversion
|
New York
|
9.67
|
%
|
Sept - 16
|
Interest only
|
29,751
|
|
29,762
|
|
||||||||
|
Mixed Use
|
Pennsylvania
|
9.42
|
%
|
Aug - 18
|
Interest only
|
22,500
|
|
22,473
|
|
||||||||
|
Mixed Use
|
Various US cities
|
14.00
|
%
|
Dec - 18
|
Interest only
|
19,464
|
|
19,294
|
|
||||||||
|
Mixed Use
|
England
|
9.25
|
%
|
Jan-15
|
Interest only
|
52,355
|
|
52,355
|
|
||||||||
|
Healthcare Portfolio
|
Various US
|
9.43
|
%
|
Jun-19
|
Interest only
|
50,000
|
|
50,000
|
|
||||||||
|
Hotel
|
New York
|
10.25
|
%
|
Jul-19
|
Interest only
|
20,000
|
|
19,870
|
|
||||||||
|
Ski Resort
|
Montana
|
14.00
|
%
|
Sept-20
|
Interest only
|
15,000
|
|
14,861
|
|
||||||||
|
Mixed Use
|
New York
|
10.66
|
%
|
Dec-19
|
|
50,000
|
|
48,973
|
|
||||||||
|
Total subordinate loans
|
563,599
|
|
561,182
|
|
|||||||||||||
|
Total
|
$
|
1,029,173
|
|
$
|
1,019,702
|
|
(2)
|
||||||||||
|
(1)
|
Subject to prior liens.
|
|
(2)
|
The aggregate cost for federal income tax purposes is
$1,019,702
.
|
89
The following table summarizes the changes in the carrying amounts of mortgage loans during
2014
and
2013
.
Reconciliation of Carrying Amount of Loans
|
2014
|
2013
|
||||||
|
Balance at beginning of year
|
$
|
658,583
|
|
$
|
389,167
|
|
|
|
New loans
|
802,664
|
|
401,912
|
|
|||
|
Sales
|
(4,950
|
)
|
—
|
|
|||
|
Collections of principal
|
(299,551
|
)
|
(137,168
|
)
|
|||
|
Discount accretion
|
4,316
|
|
4,672
|
|
|||
|
Foreign currency loss
|
(4,095
|
)
|
—
|
|
|||
|
Payment-in-kind
|
16,570
|
|
—
|
|
|||
|
Exchange for CMBS (held-to-maturity)
|
(153,835
|
)
|
—
|
|
|||
|
Balance at the close of year
|
$
|
1,019,702
|
|
$
|
658,583
|
|
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
None.
|
Item 9A.
|
Controls and Procedures.
|
A review and evaluation was performed by the Company’s management, including the Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this annual report on Form 10-K. Based on that review and evaluation, the CEO and CFO have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, were effective. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2014
. In making this assessment, the Company’s management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).
Based on its assessment, the Company’s management believes that, as of
December 31, 2014
, the Company’s internal control over financial reporting was effective based on those criteria. There have been no changes in the Company’s internal
90
control over financial reporting that occurred during the quarter ended
December 31, 2014
that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting. This report appears on page 58 of this annual report on Form 10-K.
|
Item 9B.
|
Other Information.
|
None.
91
PART III
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
The information regarding the Company’s directors, executive officers and certain other matters required by Item 401 of Regulation S-K is incorporated herein by reference to the Company’s definitive proxy statement relating to its annual meeting of stockholders to be held on or about April 28, 2015 (the “Proxy Statement”), to be filed with the SEC within 120 days after
December 31, 2014
.
The information regarding compliance with Section 16(a) of the Exchange Act required by Item 405 of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after
December 31, 2014
.
The information regarding the Company’s Code of Business Conduct and Ethics required by Item 406 of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after
December 31, 2014
.
The information regarding certain matters pertaining to the Company’s corporate governance required by Item 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement to be filed with the SEC within 120 days after
December 31, 2014
.
|
Item 11.
|
Executive Compensation.
|
The information regarding executive compensation and other compensation related matters required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after
December 31, 2014
.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
The tables on equity compensation plan information and beneficial ownership of the Company required by Items 201(d) and 403 of Regulation S-K are incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after
December 31, 2014
.
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence.
|
The information regarding transactions with related persons, promoters and certain control persons and director independence required by Items 404 and 407(a) of Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after
December 31, 2014
.
|
Item 14.
|
Principal Accountant Fees and Services.
|
The information concerning principal accounting fees and services and the Audit Committee’s pre-approval policies and procedures required by Item 9(e) of Schedule 14A is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after
December 31, 2014
.
92
PART IV
|
Item 15.
|
Exhibits and Financial Statement Schedule.
|
Documents filed as part of the report
The following documents are filed as part of this annual report on Form 10-K:
|
(1)
|
Financial Statements:
|
The consolidated financial statements and related schedule of the Company, together with the independent registered public accounting firm’s report thereon, are set forth on pages 57 through 92 of this annual report on Form 10-K and are incorporated herein by reference. See Item 8 “Financial Statements and Supplementary Data,” filed herewith, for a list of financial statements.
|
(2)
|
Financial Statement Schedule:
|
Schedule IV — Mortgage Loans on Real Estate as of
December 31, 2014
.
|
(3)
|
Exhibits Files:
|
|
3.1
|
|
Articles of Amendment and Restatement of Apollo Commercial Real Estate Finance, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Form S-11, as amended (Registration No. 333-160533).
|
|
3.2
|
|
Articles Supplementary designating Apollo Commercial Real Estate Finance, Inc.’s 8.625% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to Exhibit 3.3 of the Registrant’s Form 8-A filed on July 30, 2012 (File No.: 001-34452).
|
|
3.3
|
|
By-laws of Apollo Commercial Real Estate Finance, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Form S-11, as amended (Registration No. 333-160533).
|
|
4.1
|
|
Specimen Stock Certificate of Apollo Commercial Real Estate Finance, Inc., incorporated by reference to Exhibit 4.1 of the Registrant’s Form S-11, as amended (Registration No. 333-160533).
|
|
4.2
|
|
Form of stock certificate evidencing the 8.625% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation reference $25.00 per share, par value $0.01 per share, incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-A filed on July 30, 2012 (File No.: 001-34452).
|
|
4.3
|
Indenture, dated as of March 17, 2014, between the Company and Wells Fargo Bank, National Association, as Trustee, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on March 21, 2014.
|
|
|
4.4
|
First Supplemental Indenture, dated as of March 17, 2014, between the Company and Wells Fargo Bank, National Association, as Trustee (including the form of 5.50% Convertible Senior Note due 2019), incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on March 21, 2014.
|
|
|
10.1
|
|
Registration Rights Agreement, dated as of September 29, 2009, between Apollo Commercial Real Estate Finance, Inc. and the parties named therein, incorporated by reference Exhibit 10.1 of the Registrant’s Form 10-Q for the period ending September 30, 2009.
|
|
10.2
|
|
Management Agreement, dated as of September 23, 2009, between Apollo Commercial Real Estate Finance, Inc. and ACREFI Management, LLC., incorporated by reference Exhibit 10.2 of the Registrant’s Form 10-Q for the period ending September 30, 2009.
|
|
10.3
|
|
License Agreement dated as of September 23, 2009, between Apollo Commercial Real Estate Finance, Inc. and Apollo Global Management, LLC, incorporated by reference Exhibit 10.3 of the Registrant’s Form 10-Q for the period ending September 30, 2009.
|
|
10.4
|
|
Apollo Commercial Real Estate Finance, Inc. 2009 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the Registrant’s Form S-8, as amended (Registration No. 333-162246).
|
93
|
10.5
|
|
Form of Restricted Stock Award Agreement entered into by Apollo Commercial Real Estate Finance, Inc.‘s directors, officers, Manager and certain of its personnel, incorporated by reference to Exhibit 10.3 of the Registrant’s Form S-11, as amended (Registration No. 333-160533).
|
|
10.6
|
|
Form of Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on January 5, 2015.
|
|
10.7
|
|
Form of Indemnification Agreement entered into by Apollo Commercial Real Estate Finance, Inc.‘s directors and officers, incorporated by reference to Exhibit 10.6 of the Registrant’s Form S-11, as amended (Registration No. 333-160533).
|
|
21.1*
|
|
Subsidiaries of Registrant
|
|
23.1*
|
|
Consent of Deloitte & Touche LLP.
|
|
31.1*
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2*
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1*
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002.
|
|
101.INS*
|
|
XBRL Instance Document
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
*
|
Filed herewith.
|
94
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Apollo Commercial Real Estate Finance, Inc.
|
|||
|
February 26, 2015
|
By:
|
|
/s/ Stuart A. Rothstein
|
|
|
Stuart A. Rothstein
|
||
|
|
President and Chief Executive Officer
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report was signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
February 26, 2015
|
By:
|
/s/ Stuart A. Rothstein
|
|
|
Stuart A. Rothstein
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|||
|
February 26, 2015
|
By:
|
/s/ Megan B. Gaul
|
|
|
Megan B. Gaul
Chief Financial Officer, Treasurer, Secretary
(Principal Financial Officer and Principal Accounting Officer)
|
|||
|
February 26, 2015
|
By:
|
/s/ Jeffrey M. Gault
|
|
|
Jeffrey M. Gault
Director
|
|||
|
February 26, 2015
|
By:
|
/s/ Mark C. Biderman
|
|
|
Mark C. Biderman
Director
|
|||
|
February 26, 2015
|
By:
|
/s/ Robert Kasdin
|
|
|
Robert Kasdin
Director
|
|||
|
February 26, 2015
|
By:
|
/s/ Eric L. Press
|
|
|
Eric L. Press
Director
|
|||
|
February 26, 2015
|
By:
|
/s/ Scott S. Prince
|
|
|
Scott S. Prince
Director
|
|||
|
February 26, 2015
|
By:
|
/s/ Michael E. Salvati
|
|
|
Michael E. Salvati
Director
|
|||
95
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 OrganizationNote 2 Summary Of Significant Accounting PoliciesNote 3 Fair Value DisclosureNote 4 Debt SecuritiesNote 5 Commercial Mortgage LoansNote 6 Subordinate LoansNote 7 Unconsolidated Joint VentureNote 8 Repurchase AgreementNote 9 BorrowingsNote 10 Convertible Senior NotesNote 11 Participations SoldNote 12 Derivative InstrumentsNote 13 Related Party TransactionsNote 14 Share-based PaymentsNote 15 Stockholders EquityNote 16 Commitments and ContingenciesNote 17 Fair Value Of Financial InstrumentsNote 18 Net Income (loss) Per ShareNote 19 Summarized Quarterly Results (unaudited)Note 20 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedule