|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
27-0467113
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
c/o Apollo Global Management, LLC
9 West 57th Street, 43rd Floor, New York, New York
(Address of principal executive offices)
|
10019
(Zip Code)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.01 par value
|
New York Stock Exchange
|
8.00% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, $25.00 mandatory liquidation preference
|
New York Stock Exchange
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
o
|
Non-accelerated filer
|
|
o
|
|
Smaller reporting company
|
|
o
|
|
|
|
|
Emerging growth company
|
|
o
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
||
Item 15.
|
||
Item 16.
|
||
|
•
|
Our board of directors is composed of a majority of independent directors. The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of our board of directors are composed exclusively of independent directors.
|
•
|
In order to foster the highest standards of ethics and conduct in all business relationships, we have 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 our directors and officers. In addition, we have implemented Whistle Blowing
|
•
|
We have an insider trading policy that prohibits any of our directors or employees, partners, directors and officers of Apollo, as well as others, from buying or selling our securities on the basis of material nonpublic information.
|
Item 1A.
|
Risk Factors.
|
•
|
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;
|
•
|
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 primary purpose of which is not recognizing gains or decreasing losses resulting from market value changes; and
|
•
|
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.
|
•
|
actual receipt of an improper benefit or profit in money, property or services; or
|
•
|
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.
|
•
|
general market conditions;
|
•
|
the market’s view of the quality of our assets;
|
•
|
the market’s perception of our growth potential;
|
•
|
our eligibility to participate in and access capital from programs established by the U.S. government;
|
•
|
our current and potential future earnings and cash distributions; and
|
•
|
the market price of the shares of our common stock.
|
•
|
our cash flow from operations may be insufficient to make required payments of principal of and interest on the debt or we 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 we
|
•
|
our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase with higher financing costs;
|
•
|
we may be required to dedicate a substantial portion of our cash flow from operations to payments on its debt, thereby reducing funds available for operations, future business opportunities, stockholder distributions or other purposes; and
|
•
|
we may not be able to refinance debt that matures prior to the investment it was used to finance on favorable terms, or at all.
|
•
|
risks of delinquency and foreclosure, and risks of loss in the event thereof;
|
•
|
the dependence upon the successful operation of, and net income from, real property;
|
•
|
risks generally incident to interests in real property; and
|
•
|
risks specific to the type and use of a particular property.
|
•
|
acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses;
|
•
|
acts of war or terrorism, including the consequences of terrorist attacks;
|
•
|
adverse changes in national and local economic and market conditions;
|
•
|
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;
|
•
|
costs of remediation and liabilities associated with environmental conditions such as indoor mold; and
|
•
|
the potential for uninsured or under-insured property losses.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
Period Ending
|
|||||
|
12/31/13
|
12/31/14
|
12/31/15
|
12/31/16
|
12/31/17
|
12/31/18
|
Apollo Commercial Real Estate Finance, Inc.
|
100.00
|
110.52
|
128.43
|
137.59
|
167.98
|
167.85
|
Russell 2000
|
100.00
|
104.83
|
100.27
|
121.36
|
138.97
|
123.65
|
BBREMTG Index
|
100.00
|
119.00
|
107.98
|
130.86
|
156.91
|
152.35
|
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
|
—
|
|
|
$
|
—
|
|
|
5,192,377
|
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
5,192,377
|
|
Item 6.
|
Selected Financial Data.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Operating Data
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
403,889
|
|
|
$
|
338,521
|
|
|
$
|
264,376
|
|
|
$
|
192,164
|
|
|
$
|
123,347
|
|
Interest expense
|
(114,597
|
)
|
|
(78,057
|
)
|
|
(63,759
|
)
|
|
(48,861
|
)
|
|
(26,541
|
)
|
|||||
Net interest income
|
289,292
|
|
|
260,464
|
|
|
200,617
|
|
|
143,303
|
|
|
96,806
|
|
|||||
Operating expenses
|
(56,894
|
)
|
|
(52,377
|
)
|
|
(48,371
|
)
|
|
(26,111
|
)
|
|
(18,111
|
)
|
|||||
Income (loss) from unconsolidated joint venture
|
—
|
|
|
(2,847
|
)
|
|
(96
|
)
|
|
3,464
|
|
|
(157
|
)
|
|||||
Other Income
|
1,438
|
|
|
940
|
|
|
1,094
|
|
|
1,239
|
|
|
34
|
|
|||||
Provision for loan losses and impairments
|
(20,000
|
)
|
|
(5,000
|
)
|
|
(15,000
|
)
|
|
—
|
|
|
—
|
|
|||||
Realized gain (loss) on sale of assets
|
—
|
|
|
(42,693
|
)
|
|
3,834
|
|
|
(443
|
)
|
|
—
|
|
|||||
Unrealized gain (loss) on securities
|
—
|
|
|
37,165
|
|
|
(26,099
|
)
|
|
(17,408
|
)
|
|
4,147
|
|
|||||
Foreign currency gain (loss)
|
(30,335
|
)
|
|
18,506
|
|
|
(29,284
|
)
|
|
(4,894
|
)
|
|
(4,050
|
)
|
|||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
40,021
|
|
|
—
|
|
|
—
|
|
|||||
Loss on early extinguishment of debt
|
(2,573
|
)
|
|
(1,947
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain (loss) on derivative instruments
|
39,058
|
|
|
(19,180
|
)
|
|
31,160
|
|
|
4,106
|
|
|
4,070
|
|
|||||
Net income
|
219,986
|
|
|
193,031
|
|
|
157,876
|
|
|
103,256
|
|
|
82,739
|
|
|||||
Preferred dividends
|
(27,340
|
)
|
|
(36,761
|
)
|
|
(30,295
|
)
|
|
(11,884
|
)
|
|
(7,440
|
)
|
|||||
Net income available to common stockholders
|
192,646
|
|
|
156,270
|
|
|
127,581
|
|
|
91,372
|
|
|
75,299
|
|
|||||
Net income per share of common stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.52
|
|
|
$
|
1.54
|
|
|
$
|
1.74
|
|
|
$
|
1.54
|
|
|
$
|
1.72
|
|
Diluted
|
$
|
1.48
|
|
|
$
|
1.54
|
|
|
$
|
1.74
|
|
|
$
|
1.54
|
|
|
$
|
1.72
|
|
Dividends declared per share of common stock
|
$
|
1.84
|
|
|
$
|
1.84
|
|
|
$
|
1.84
|
|
|
$
|
1.78
|
|
|
$
|
1.60
|
|
Balance Sheet Data (at period end)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
5,095,819
|
|
|
$
|
4,088,605
|
|
|
$
|
3,482,977
|
|
|
$
|
2,712,590
|
|
|
$
|
1,837,703
|
|
Total liabilities
|
2,586,072
|
|
|
2,000,462
|
|
|
1,550,750
|
|
|
1,337,166
|
|
|
982,634
|
|
|||||
Total stockholders’ equity
|
2,509,747
|
|
|
2,088,143
|
|
|
1,932,227
|
|
|
1,375,424
|
|
|
855,069
|
|
Description
|
|
Amortized
Cost |
|
Weighted- Average Coupon
(1)
|
|
Weighted- Average All-in Yield
(1)(2)
|
|
Secured Debt
(3)
|
|
Cost of Funds
|
|
Equity at
cost (4) |
|||||||||
Commercial mortgage loans, net
|
|
$
|
3,878,981
|
|
|
7.1
|
%
|
|
7.9
|
%
|
|
$
|
1,897,077
|
|
|
4.3
|
%
|
|
$
|
1,981,904
|
|
Subordinate loans, net
|
|
1,048,612
|
|
|
13.1
|
%
|
|
14.7
|
%
|
|
—
|
|
|
—
|
|
|
1,048,612
|
|
|||
Total/Weighted-Average
|
|
$
|
4,927,593
|
|
|
8.4
|
%
|
|
9.3
|
%
|
|
$
|
1,897,077
|
|
|
4.3
|
%
|
|
$
|
3,030,516
|
|
(1)
|
Weighted-Average Coupon and Weighted-Average All-in Yield are based on the applicable benchmark rates as of December 31, 2018 on the floating rate loans.
|
(2)
|
Weighted-Average All-in Yield includes the amortization of deferred origination fees, loan origination costs and accrual of both extension and exit fees.
|
(3)
|
Gross of deferred financing costs of $17.6 million.
|
(4)
|
Represents loan portfolio at amortized cost less secured debt outstanding.
|
Office
|
3
|
11/2017
|
143
|
105
|
Y
|
12/2022
|
Manhattan, NY
|
Hotel
(1)
|
3
|
09/2015
|
140
|
—
|
|
06/2023
|
Manhattan, NY
|
Hotel
|
3
|
05/2018
|
139
|
—
|
|
06/2023
|
Miami, FL
|
Office
|
3
|
10/2018
|
99
|
86
|
Y
|
10/2023
|
Manhattan, NY
|
Hotel
|
3
|
11/2018
|
99
|
—
|
|
12/2023
|
Vail, CO
|
Hotel
|
3
|
07/2018
|
86
|
—
|
|
08/2021
|
Detroit, MI
|
Office
|
3
|
01/2018
|
80
|
108
|
Y
|
01/2022
|
Renton, WA
|
Other
|
2
|
10/2016
|
79
|
—
|
|
08/2019
|
Manassas, VA
|
Residential-for-sale: inventory
|
3
|
06/2018
|
78
|
—
|
|
06/2020
|
Manhattan, NY
|
Residential-for-sale: inventory
|
3
|
05/2018
|
77
|
5
|
|
06/2020
|
Brooklyn, NY
|
Hotel
|
3
|
03/2017
|
77
|
—
|
|
03/2022
|
Atlanta, GA
|
Multifamily
|
3
|
04/2014
|
76
|
—
|
|
07/2023
|
Various
|
Urban Predevelopment
|
3
|
07/2017
|
75
|
2
|
|
01/2019
|
London, UK
|
Office
|
3
|
12/2017
|
73
|
57
|
|
03/2022
|
London, UK
|
Residential-for-sale: inventory
|
3
|
06/2018
|
69
|
—
|
|
06/2020
|
London, UK
|
Hotel
|
3
|
12/2017
|
69
|
21
|
Y
|
12/2022
|
Manhattan, NY
|
Multifamily
|
3
|
10/2017
|
67
|
—
|
|
11/2021
|
Brooklyn, NY
|
Urban Predevelopment
|
3
|
12/2016
|
65
|
15
|
|
12/2020
|
Los Angeles, CA
|
Hotel
|
3
|
04/2018
|
63
|
—
|
|
05/2023
|
Scottsdale, AZ
|
Office
|
3
|
03/2018
|
61
|
26
|
|
04/2023
|
Chicago, IL
|
Residential-for-sale: construction
|
3
|
12/2018
|
60
|
93
|
Y
|
12/2023
|
Manhattan, NY
|
Hotel
|
2
|
01/2017
|
60
|
—
|
|
01/2022
|
Miami, FL
|
Multifamily
|
3
|
11/2014
|
59
|
—
|
|
11/2021
|
Various
|
Residential-for-sale: inventory
|
3
|
05/2018
|
50
|
—
|
|
04/2021
|
Manhattan, NY
|
Multifamily
|
3
|
05/2016
|
48
|
4
|
|
06/2019
|
Brooklyn, NY
|
Hotel
|
3
|
12/2015
|
42
|
2
|
|
12/2020
|
St. Thomas, USVI
|
Multifamily
|
3
|
10/2017
|
42
|
—
|
|
10/2022
|
London, UK
|
Multifamily
|
3
|
12/2017
|
42
|
—
|
|
01/2020
|
Manhattan, NY
|
Hotel
|
3
|
02/2018
|
38
|
—
|
|
03/2023
|
Pittsburgh, PA
|
Multifamily
(3)
|
5
|
11/2014
|
32
|
—
|
|
11/2019
|
Williston, ND
|
Residential-for-sale: inventory
(3)
|
5
|
02/2014
|
27
|
—
|
|
04/2019
|
Bethesda, MD
|
Residential-for-sale: construction
|
3
|
01/2018
|
23
|
56
|
Y
|
01/2023
|
Manhattan, NY
|
Mixed Use
|
3
|
07/2017
|
14
|
—
|
|
02/2019
|
Manhattan, NY
|
Residential-for-sale: construction
|
3
|
12/2018
|
(1)
|
103
|
Y
|
01/2024
|
Hallandale Beach, FL
|
Residential-for-sale: construction
|
2
|
03/2018
|
(1)
|
115
|
Y
|
03/2023
|
San Francisco, CA
|
Office
|
3
|
08/2018
|
(2)
|
197
|
Y
|
12/2022
|
London, UK
|
Commercial mortgage loans
|
|
|
$3,879
|
$1,020
|
12%
|
2.7 Years
|
|
Subordinate Loan Portfolio
|
|||||||
Property Type
|
Risk Rating
|
Origination Date
|
Amortized Cost
|
Unfunded Commitment
|
Construction Loan
|
Fully-extended Maturity
|
Location
|
Residential-for-sale: construction
(2)
|
3
|
06/2015
|
$183
|
—
|
Y
|
07/2020
|
Manhattan, NY
|
Healthcare
|
3
|
10/2016
|
109
|
—
|
|
10/2021
|
Various
|
Residential-for-sale: construction
|
3
|
12/2017
|
84
|
25
|
Y
|
06/2022
|
Manhattan, NY
|
Residential-for-sale: construction
|
3
|
02/2016
|
80
|
—
|
Y
|
02/2021
|
Manhattan, NY
|
Other
|
3
|
09/2017
|
72
|
—
|
|
09/2022
|
Various
|
Multifamily
|
3
|
10/2015
|
63
|
1
|
|
07/2019
|
Manhattan, NY
|
Residential-for-sale: construction
|
3
|
12/2017
|
59
|
—
|
Y
|
04/2023
|
Los Angeles, CA
|
Healthcare
|
3
|
01/2015
|
48
|
—
|
|
12/2019
|
Various
|
Mixed Use
|
3
|
01/2017
|
42
|
—
|
|
02/2027
|
Cleveland, OH
|
Residential-for-sale: construction
(2)
|
3
|
11/2017
|
41
|
—
|
Y
|
07/2020
|
Manhattan, NY
|
Residential-for-sale: inventory
|
3
|
10/2016
|
35
|
—
|
|
10/2020
|
Manhattan, NY
|
Industrial
|
3
|
05/2013
|
32
|
—
|
|
05/2023
|
Various
|
Hotel
|
3
|
06/2015
|
25
|
—
|
|
07/2025
|
Phoenix, AZ
|
Residential-for-sale: inventory
|
3
|
06/2017
|
24
|
—
|
|
12/2020
|
Manhattan, NY
|
Multifamily
|
3
|
05/2018
|
20
|
—
|
|
05/2028
|
Cleveland, OH
|
Hotel
|
3
|
06/2015
|
20
|
—
|
|
12/2022
|
Washington, DC
|
Hotel
|
3
|
06/2018
|
20
|
—
|
|
06/2023
|
Las Vegas, NV
|
Hotel
|
3
|
02/2015
|
20
|
—
|
|
01/2020
|
Burbank, CA
|
Hotel
(1)
|
3
|
09/2015
|
15
|
9
|
|
06/2023
|
Manhattan, NY
|
Office
|
3
|
07/2013
|
14
|
—
|
|
07/2022
|
Manhattan, NY
|
Mixed Use
|
3
|
12/2018
|
11
|
41
|
Y
|
12/2023
|
Brooklyn, NY
|
Office
|
3
|
09/2012
|
9
|
—
|
|
10/2022
|
Kansas City, MO
|
Hotel
|
3
|
05/2017
|
8
|
—
|
|
06/2027
|
Anaheim, CA
|
Office
|
3
|
08/2017
|
8
|
—
|
|
09/2024
|
Troy, MI
|
Mixed Use
|
3
|
07/2012
|
7
|
—
|
|
08/2022
|
Chapel Hill, NC
|
Subtotal- Subordinate loans
|
|
|
$1,049
|
$76
|
44%
|
3.0 Years
|
|
|
|
|
|
|
|
|
|
Total Loan Portfolio
|
|
|
$4,928
|
$1,096
|
19%
|
2.8 Years
|
|
|
|
Average month-end balances for the year ended December 31, 2018
|
||||||
Description
|
|
Assets
|
|
Related debt
|
||||
Commercial mortgage loans, net
|
|
$
|
3,490,144
|
|
|
$
|
1,892,286
|
|
Subordinate loans, net
|
|
1,046,097
|
|
|
—
|
|
|
Year ended December 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
$
|
|
$
|
||||||||||
Net interest income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income from commercial mortgage loans
|
$
|
263,709
|
|
|
$
|
158,632
|
|
|
$
|
102,927
|
|
|
$
|
105,077
|
|
|
$
|
55,705
|
|
Interest income from subordinate loans
|
140,180
|
|
|
165,291
|
|
|
122,394
|
|
|
(25,111
|
)
|
|
42,897
|
|
|||||
Interest income from securities
|
—
|
|
|
14,598
|
|
|
39,055
|
|
|
(14,598
|
)
|
|
(24,457
|
)
|
|||||
Interest expense
|
(114,597
|
)
|
|
(78,057
|
)
|
|
(63,759
|
)
|
|
(36,540
|
)
|
|
(14,298
|
)
|
|||||
Net interest income
|
289,292
|
|
|
260,464
|
|
|
200,617
|
|
|
28,828
|
|
|
59,847
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
General and administrative expenses
|
(20,470
|
)
|
|
(20,725
|
)
|
|
(24,983
|
)
|
|
255
|
|
|
4,258
|
|
|||||
Management fees to related party
|
(36,424
|
)
|
|
(31,652
|
)
|
|
(23,388
|
)
|
|
(4,772
|
)
|
|
(8,264
|
)
|
|||||
Total operating expenses
|
(56,894
|
)
|
|
(52,377
|
)
|
|
(48,371
|
)
|
|
(4,517
|
)
|
|
(4,006
|
)
|
|||||
Loss from unconsolidated joint venture
|
—
|
|
|
(2,847
|
)
|
|
(96
|
)
|
|
2,847
|
|
|
(2,751
|
)
|
|||||
Other income
|
1,438
|
|
|
940
|
|
|
1,094
|
|
|
498
|
|
|
(154
|
)
|
|||||
Provision for loan losses and impairments
|
(20,000
|
)
|
|
(5,000
|
)
|
|
(15,000
|
)
|
|
(15,000
|
)
|
|
10,000
|
|
|||||
Realized gain (loss) on sale of assets
|
—
|
|
|
(42,693
|
)
|
|
3,834
|
|
|
42,693
|
|
|
(46,527
|
)
|
|||||
Unrealized gain (loss) on securities
|
—
|
|
|
37,165
|
|
|
(26,099
|
)
|
|
(37,165
|
)
|
|
63,264
|
|
|||||
Foreign currency gain (loss)
|
(30,335
|
)
|
|
18,506
|
|
|
(29,284
|
)
|
|
(48,841
|
)
|
|
47,790
|
|
|||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
40,021
|
|
|
—
|
|
|
(40,021
|
)
|
|||||
Loss on early extinguishment of debt
|
(2,573
|
)
|
|
(1,947
|
)
|
|
—
|
|
|
(626
|
)
|
|
(1,947
|
)
|
|||||
Gain (loss) on derivative instruments
|
39,058
|
|
|
(19,180
|
)
|
|
31,160
|
|
|
58,238
|
|
|
(50,340
|
)
|
|||||
Net income
|
$
|
219,986
|
|
|
$
|
193,031
|
|
|
$
|
157,876
|
|
|
$
|
26,955
|
|
|
$
|
35,155
|
|
(1)
|
As our aggregate 2018 distributions exceeded our earnings and profits,
$0.46
of the January 2019 distribution declared in the fourth quarter of 2018 are payable to common stockholders of record as of December 31, 2018 will be treated as a 2019 distribution for U.S. federal income tax purposes.
|
(2)
|
The Series A Preferred Stock shares were redeemed in full in August 2017.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||
Risk Rating
|
|
Number of Loans
|
|
Carrying Value
|
|
% of Loan Portfolio
|
|
Number of Loans
|
|
Carrying Value
|
|
% of Loan Portfolio
|
||||||
1
|
|
—
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
|
$
|
—
|
|
|
—
|
%
|
2
|
|
3
|
|
138,040
|
|
|
3
|
%
|
|
5
|
|
399,326
|
|
|
10
|
%
|
||
3
|
|
63
|
|
4,573,930
|
|
|
93
|
%
|
|
51
|
|
3,034,358
|
|
|
83
|
%
|
||
4
|
|
—
|
|
—
|
|
|
—
|
%
|
|
1
|
|
168,208
|
|
|
5
|
%
|
||
5
|
|
3
|
|
215,623
|
|
|
4
|
%
|
|
2
|
|
77,866
|
|
|
2
|
%
|
||
|
|
69
|
|
$
|
4,927,593
|
|
|
100
|
%
|
|
59
|
|
$
|
3,679,758
|
|
|
100
|
%
|
|
December 31, 2018
|
|
December 31, 2017
|
Debt-to-Common Equity Ratio
(1)
|
1.1x
|
|
0.9x
|
•
|
no investment will be made that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes;
|
•
|
no investment will be made that would cause us to register as an investment company under the 1940 Act;
|
•
|
investments will be predominantly in our target assets;
|
•
|
no more than 20% of our 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 our intention to qualify as a REIT.
|
|
Less than 1
year (3) |
|
1 to 3
years (3) |
|
3 to 5
years (3) |
|
More
than 5 years (3) |
|
Total
|
||||||||||
Secured debt arrangements
(1)
|
$
|
784,888
|
|
|
$
|
1,243,068
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,027,956
|
|
Convertible senior notes, net
|
63,622
|
|
|
57,500
|
|
|
608,377
|
|
|
—
|
|
|
729,499
|
|
|||||
Unfunded loan commitments
(2)
|
476,038
|
|
|
619,560
|
|
|
—
|
|
|
—
|
|
|
1,095,598
|
|
|||||
Total
|
$
|
1,324,548
|
|
|
$
|
1,920,128
|
|
|
$
|
608,377
|
|
|
$
|
—
|
|
|
$
|
3,853,053
|
|
(1)
|
Based on the applicable benchmark rates as of December 31, 2018 on the floating rate debt for interest payments due.
|
(2)
|
Based on our expected funding schedule, which is based upon the Manager’s estimates based upon the best information available to the Manager at the time. There is no assurance that the payments will occur in accordance with these estimates or at all, which could affect our operating results.
|
(3)
|
Assumes underlying assets are financed through the fully extended maturity date of the facility.
|
|
For the year ended December 31, 2018
(3)
|
|||||||
|
|
|
|
|
|
|||
Weighted-Averages
|
Face
|
|
Price
|
|
Shares
|
|||
Weighted-average diluted shares - GAAP
|
|
|
|
|
153,821,515
|
|
||
2019 Notes
(1)
|
$
|
167,264
|
|
|
$17.31
|
|
(9,644,920
|
)
|
2022 Notes
|
$
|
345,000
|
|
|
$19.91
|
|
(17,327,970
|
)
|
2023 Notes
(2)
|
$
|
230,000
|
|
|
$20.53
|
|
(2,701,552
|
)
|
Unvested RSUs
|
N/A
|
|
|
N/A
|
|
1,612,676
|
|
|
Weighted-average diluted shares - Operating Earnings
|
|
|
|
|
125,759,749
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income available to common stockholders
|
$
|
192,646
|
|
|
$
|
156,270
|
|
|
$
|
127,581
|
|
Adjustments:
|
|
|
|
|
|
||||||
Equity-based compensation expense
|
13,588
|
|
|
13,314
|
|
|
7,090
|
|
|||
Unrealized (gain) loss on securities
|
—
|
|
|
(37,165
|
)
|
|
26,099
|
|
|||
(Gain) loss on derivative instruments
|
(39,058
|
)
|
|
19,180
|
|
|
(31,160
|
)
|
|||
Foreign currency (gain) loss, net
|
30,335
|
|
|
(18,506
|
)
|
|
29,284
|
|
|||
Net realized gains relating to interest and forward points on foreign currency hedges, net
|
1,935
|
|
|
601
|
|
|
600
|
|
|||
Amortization of the Notes related to equity reclassification
|
3,958
|
|
|
3,046
|
|
|
2,344
|
|
|||
Loss from unconsolidated joint venture
|
—
|
|
|
2,847
|
|
|
96
|
|
|||
Provision for loan losses and impairments
|
20,000
|
|
|
5,000
|
|
|
15,000
|
|
|||
Series A preferred stock redemption charge
|
—
|
|
|
3,016
|
|
|
—
|
|
|||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
(40,021
|
)
|
|||
Realized gain from unconsolidated joint venture
|
—
|
|
|
346
|
|
|
—
|
|
|||
Total adjustments:
|
30,758
|
|
|
(8,321
|
)
|
|
9,332
|
|
|||
Operating Earnings
|
$
|
223,404
|
|
|
$
|
147,949
|
|
|
$
|
136,913
|
|
|
|
|
|
|
|
||||||
Realized loss and costs from sale of CMBS
(1)
|
—
|
|
|
44,640
|
|
|
1,470
|
|
|||
Loss on early extinguishment of debt
|
2,573
|
|
|
—
|
|
|
—
|
|
|||
Operating Earnings excluding realized loss and costs from sale of CMBS and loss on early extinguishment of debt
|
225,977
|
|
|
192,589
|
|
|
138,383
|
|
|||
Basic and diluted Operating Earnings per share of common stock
|
$
|
1.78
|
|
|
$
|
1.46
|
|
|
$
|
1.87
|
|
Basic and diluted Operating Earnings excluding realized loss and costs from sale of CMBS and loss on early extinguishment of debt per share of common stock
|
$
|
1.80
|
|
|
$
|
1.90
|
|
|
$
|
1.89
|
|
Basic weighted-average shares of common stock outstanding
|
124,147,073
|
|
|
99,859,153
|
|
|
72,371,374
|
|
|||
Weighted-average diluted shares - Operating Earnings
|
125,759,749
|
|
|
101,232,610
|
|
|
73,305,101
|
|
•
|
attempting to structure our 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 our financing with the duration of our assets.
|
|
|
|
|
50 basis point increase
|
|
50 basis point decrease
|
||||||||||||||
Currency
|
|
Net floating rate assets subject to interest rate sensitivity
|
|
Increase to net interest income
(1)
|
|
Increase to net interest income (per share)
(1)
|
|
Decrease to net interest income
(1) (2)
|
|
Decrease to net interest income (per share)
(1) (2)
|
||||||||||
USD
|
|
$
|
2,320,602
|
|
|
$
|
11,603
|
|
|
$
|
0.09
|
|
|
$
|
(11,107
|
)
|
|
$
|
(0.08
|
)
|
GBP
|
|
304,946
|
|
|
1,525
|
|
|
0.01
|
|
|
(1,088
|
)
|
|
(0.01
|
)
|
|||||
Total:
|
|
$
|
2,625,548
|
|
|
$
|
13,128
|
|
|
$
|
0.10
|
|
|
$
|
(12,195
|
)
|
|
$
|
(0.09
|
)
|
Item 8.
|
Financial Statements and Supplementary Data.
|
Schedule
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
109,806
|
|
|
$
|
77,671
|
|
Commercial mortgage loans, net (includes $3,197,900 and $2,148,368 pledged as collateral under secured debt arrangements in 2018 and 2017, respectively)
|
3,878,981
|
|
|
2,653,826
|
|
||
Subordinate loans, net
|
1,048,612
|
|
|
1,025,932
|
|
||
Loan proceeds held by servicer
|
1,000
|
|
|
302,756
|
|
||
Other assets
|
33,720
|
|
|
28,420
|
|
||
Derivative assets, net
|
23,700
|
|
|
—
|
|
||
Total Assets
|
$
|
5,095,819
|
|
|
$
|
4,088,605
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Secured debt arrangements, net (net of deferred financing costs of $17,555 and $14,348 in 2018 and 2017, respectively)
|
$
|
1,879,522
|
|
|
$
|
1,330,847
|
|
Convertible senior notes, net
|
592,000
|
|
|
584,897
|
|
||
Derivative liabilities, net
|
—
|
|
|
5,644
|
|
||
Accounts payable, accrued expenses and other liabilities
|
104,746
|
|
|
70,906
|
|
||
Payable to related party
|
9,804
|
|
|
8,168
|
|
||
Total Liabilities
|
2,586,072
|
|
|
2,000,462
|
|
||
Commitments and Contingencies (see Note 16)
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
|
|
|
|
||||
Series B preferred stock, 6,770,393 shares issued and outstanding ($169,260 aggregate liquidation preference) in 2018 and 2017
|
68
|
|
|
68
|
|
||
Series C preferred stock, 6,900,000 shares issued and outstanding ($172,500 aggregate liquidation preference) in 2018 and 2017
|
69
|
|
|
69
|
|
||
Common stock, $0.01 par value, 450,000,000 shares authorized, 133,853,565 and 107,121,235 shares issued and outstanding in 2018 and 2017, respectively
|
1,339
|
|
|
1,071
|
|
||
Additional paid-in-capital
|
2,638,441
|
|
|
2,170,078
|
|
||
Accumulated deficit
|
(130,170
|
)
|
|
(83,143
|
)
|
||
Total Stockholders’ Equity
|
2,509,747
|
|
|
2,088,143
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
5,095,819
|
|
|
$
|
4,088,605
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net interest income:
|
|
|
|
|
|
||||||
Interest income from commercial mortgage loans
|
$
|
263,709
|
|
|
$
|
158,632
|
|
|
$
|
102,927
|
|
Interest income from subordinate loans
|
140,180
|
|
|
165,291
|
|
|
122,394
|
|
|||
Interest income from securities
|
—
|
|
|
14,598
|
|
|
39,055
|
|
|||
Interest expense
|
(114,597
|
)
|
|
(78,057
|
)
|
|
(63,759
|
)
|
|||
Net interest income
|
289,292
|
|
|
260,464
|
|
|
200,617
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
General and administrative expenses (includes equity-based compensation of $13,588 in 2018, $13,314 in 2017, and $7,090 in 2016)
|
(20,470
|
)
|
|
(20,725
|
)
|
|
(24,983
|
)
|
|||
Management fees to related party
|
(36,424
|
)
|
|
(31,652
|
)
|
|
(23,388
|
)
|
|||
Total operating expenses
|
(56,894
|
)
|
|
(52,377
|
)
|
|
(48,371
|
)
|
|||
Loss from unconsolidated joint venture
|
—
|
|
|
(2,847
|
)
|
|
(96
|
)
|
|||
Other income
|
1,438
|
|
|
940
|
|
|
1,094
|
|
|||
Provision for loan losses and impairments
|
(20,000
|
)
|
|
(5,000
|
)
|
|
(15,000
|
)
|
|||
Realized gain (loss) on sale of assets
|
—
|
|
|
(42,693
|
)
|
|
3,834
|
|
|||
Unrealized gain (loss) on securities
|
—
|
|
|
37,165
|
|
|
(26,099
|
)
|
|||
Foreign currency gain (loss)
|
(30,335
|
)
|
|
18,506
|
|
|
(29,284
|
)
|
|||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
40,021
|
|
|||
Loss on early extinguishment of debt
|
(2,573
|
)
|
|
(1,947
|
)
|
|
—
|
|
|||
Gain (loss) on derivative instruments (includes unrealized gains (losses) of $29,345 in 2018, $(11,523) in 2017, and $2,608 in 2016)
|
39,058
|
|
|
(19,180
|
)
|
|
31,160
|
|
|||
Net income
|
$
|
219,986
|
|
|
$
|
193,031
|
|
|
$
|
157,876
|
|
Preferred dividends
|
(27,340
|
)
|
|
(36,761
|
)
|
|
(30,295
|
)
|
|||
Net income available to common stockholders
|
$
|
192,646
|
|
|
$
|
156,270
|
|
|
$
|
127,581
|
|
Net income per share of common stock:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.52
|
|
|
$
|
1.54
|
|
|
$
|
1.74
|
|
Diluted
|
$
|
1.48
|
|
|
$
|
1.54
|
|
|
$
|
1.74
|
|
Basic weighted-average shares of common stock outstanding
|
124,147,073
|
|
|
99,859,153
|
|
|
72,371,374
|
|
|||
Diluted weighted-average shares of common stock outstanding
|
153,821,515
|
|
|
101,232,610
|
|
|
73,305,101
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income available to common stockholders
|
$
|
192,646
|
|
|
$
|
156,270
|
|
|
$
|
127,581
|
|
Foreign currency translation adjustment
|
—
|
|
|
3,811
|
|
|
(638
|
)
|
|||
Comprehensive income
|
$
|
192,646
|
|
|
$
|
160,081
|
|
|
$
|
126,943
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In-Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|||||||||||||||||||||
Balance at December 31, 2015
|
11,450,000
|
|
|
$
|
115
|
|
|
67,195,252
|
|
|
$
|
672
|
|
|
$
|
1,410,138
|
|
|
$
|
(32,328
|
)
|
|
$
|
(3,173
|
)
|
|
$
|
1,375,424
|
|
Capital increase related to Equity Incentive Plan
|
—
|
|
|
—
|
|
|
236,782
|
|
|
2
|
|
|
4,459
|
|
|
—
|
|
|
—
|
|
|
4,461
|
|
||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
10,500,000
|
|
|
105
|
|
|
178,080
|
|
|
—
|
|
|
—
|
|
|
178,185
|
|
||||||
Issuance of common stock - AMTG Merger
|
—
|
|
|
—
|
|
|
13,398,586
|
|
|
134
|
|
|
218,263
|
|
|
—
|
|
|
—
|
|
|
218,397
|
|
||||||
Issuance of restricted common stock
|
—
|
|
|
—
|
|
|
92,056
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Issuance of preferred stock - AMTG Merger
|
6,900,000
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
172,431
|
|
|
—
|
|
|
—
|
|
|
172,500
|
|
||||||
Offering Costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(361
|
)
|
|
—
|
|
|
—
|
|
|
(361
|
)
|
||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,876
|
|
|
—
|
|
|
157,876
|
|
||||||
Change in other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(638
|
)
|
|
(638
|
)
|
||||||
Dividends declared on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,295
|
)
|
|
—
|
|
|
(30,295
|
)
|
||||||
Dividends declared on common stock- $1.84 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(143,323
|
)
|
|
—
|
|
|
(143,323
|
)
|
||||||
Balance at December 31, 2016
|
18,350,000
|
|
|
$
|
184
|
|
|
91,422,676
|
|
|
$
|
914
|
|
|
$
|
1,983,010
|
|
|
$
|
(48,070
|
)
|
|
$
|
(3,811
|
)
|
|
$
|
1,932,227
|
|
Capital increase related to Equity Incentive Plan
|
—
|
|
|
—
|
|
|
200,859
|
|
|
3
|
|
|
10,977
|
|
|
—
|
|
|
—
|
|
|
10,980
|
|
||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
15,470,000
|
|
|
154
|
|
|
279,673
|
|
|
—
|
|
|
—
|
|
|
279,827
|
|
||||||
Issuance of restricted common stock
(1)
|
—
|
|
|
—
|
|
|
27,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Redemption of preferred stock
|
(4,679,607
|
)
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
(116,955
|
)
|
|
—
|
|
|
—
|
|
|
(117,002
|
)
|
||||||
Preferred stock redemption charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,016
|
|
|
—
|
|
|
—
|
|
|
3,016
|
|
||||||
Issuance of Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,002
|
|
|
—
|
|
|
—
|
|
|
11,002
|
|
||||||
Offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(645
|
)
|
|
—
|
|
|
—
|
|
|
(645
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193,031
|
|
|
—
|
|
|
193,031
|
|
||||||
Change in other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,811
|
|
|
3,811
|
|
||||||
Dividends declared on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,761
|
)
|
|
—
|
|
|
(36,761
|
)
|
||||||
Dividends declared on common stock- $1.84 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(191,343
|
)
|
|
—
|
|
|
(191,343
|
)
|
||||||
Balance at December 31, 2017
|
13,670,393
|
|
|
$
|
137
|
|
|
107,121,235
|
|
|
$
|
1,071
|
|
|
$
|
2,170,078
|
|
|
$
|
(83,143
|
)
|
|
$
|
—
|
|
|
$
|
2,088,143
|
|
Capital increase related to Equity Incentive Plan
|
—
|
|
|
—
|
|
|
378,855
|
|
|
5
|
|
|
8,809
|
|
|
—
|
|
|
—
|
|
|
8,814
|
|
||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
15,525,000
|
|
|
155
|
|
|
275,724
|
|
|
—
|
|
|
—
|
|
|
275,879
|
|
||||||
Issuance of Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,406
|
|
|
—
|
|
|
—
|
|
|
4,406
|
|
||||||
Exchange of Notes for common stock
|
—
|
|
|
—
|
|
|
10,828,475
|
|
|
108
|
|
|
179,908
|
|
|
—
|
|
|
|
|
180,016
|
|
|||||||
Offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(484
|
)
|
|
—
|
|
|
—
|
|
|
(484
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219,986
|
|
|
—
|
|
|
219,986
|
|
||||||
Dividends declared on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,340
|
)
|
|
—
|
|
|
(27,340
|
)
|
||||||
Dividends declared on common stock - $1.84 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239,673
|
)
|
|
—
|
|
|
(239,673
|
)
|
||||||
Balance at December 31, 2018
|
13,670,393
|
|
|
$
|
137
|
|
|
133,853,565
|
|
|
$
|
1,339
|
|
|
$
|
2,638,441
|
|
|
$
|
(130,170
|
)
|
|
$
|
—
|
|
|
$
|
2,509,747
|
|
|
For the year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows (used in) provided by operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
219,986
|
|
|
$
|
193,031
|
|
|
$
|
157,876
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of discount/premium and PIK
|
(64,269
|
)
|
|
(48,062
|
)
|
|
(10,679
|
)
|
|||
Amortization of deferred financing costs
|
11,186
|
|
|
6,669
|
|
|
4,607
|
|
|||
Equity-based compensation
|
8,809
|
|
|
10,977
|
|
|
4,464
|
|
|||
Unrealized (gain) loss on securities
|
—
|
|
|
(37,165
|
)
|
|
26,099
|
|
|||
Provision for loan losses and impairment
|
20,000
|
|
|
5,000
|
|
|
15,000
|
|
|||
Loss from unconsolidated joint venture
|
—
|
|
|
2,259
|
|
|
97
|
|
|||
Foreign currency (gain) loss
|
29,617
|
|
|
(18,645
|
)
|
|
28,790
|
|
|||
Unrealized (gain) loss on derivative instruments
|
(29,345
|
)
|
|
11,523
|
|
|
(2,608
|
)
|
|||
Loss on early extinguishment of debt
|
2,573
|
|
|
—
|
|
|
—
|
|
|||
Realized (gain) loss on derivative instruments
|
—
|
|
|
289
|
|
|
(28,552
|
)
|
|||
Realized (gain) loss on sale of assets
|
—
|
|
|
42,693
|
|
|
(3,834
|
)
|
|||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
(40,021
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Proceeds received from PIK
|
75,652
|
|
|
—
|
|
|
5,004
|
|
|||
Other assets
|
(10,198
|
)
|
|
(5,192
|
)
|
|
(25,579
|
)
|
|||
Loan proceeds held by servicer
|
—
|
|
|
(6,306
|
)
|
|
—
|
|
|||
Accounts payable, accrued expenses and other liabilities
|
317
|
|
|
(3,351
|
)
|
|
(8,496
|
)
|
|||
Payable to related party
|
1,636
|
|
|
1,153
|
|
|
1,718
|
|
|||
Net cash (used in) provided by operating activities
|
265,964
|
|
|
154,873
|
|
|
123,886
|
|
|||
Cash flows used in investing activities:
|
|
|
|
|
|
||||||
New funding of commercial mortgage loans
|
(1,849,100
|
)
|
|
(1,136,252
|
)
|
|
(625,800
|
)
|
|||
Add-on funding of commercial mortgage loans
|
(131,718
|
)
|
|
(82,240
|
)
|
|
(224,611
|
)
|
|||
New funding of subordinate loans
|
(220,809
|
)
|
|
(497,629
|
)
|
|
(209,119
|
)
|
|||
Add-on funding of subordinate loans
|
(149,238
|
)
|
|
(112,637
|
)
|
|
(76,199
|
)
|
|||
Proceeds and payments received on commercial mortgage loans
|
675,140
|
|
|
218,002
|
|
|
205,226
|
|
|||
Proceeds and payments received on subordinate loans
|
610,051
|
|
|
376,727
|
|
|
117,149
|
|
|||
Origination and exit fees received on commercial mortgage and subordinate loans
|
41,822
|
|
|
27,904
|
|
|
12,500
|
|
|||
Funding of unconsolidated joint venture
|
—
|
|
|
(726
|
)
|
|
(362
|
)
|
|||
Funding of other assets
|
—
|
|
|
(1,379
|
)
|
|
(1,640
|
)
|
|||
Proceeds (payments) on settlements of derivative instruments
|
—
|
|
|
(201
|
)
|
|
28,552
|
|
|||
Increase (decrease) in collateral held related to derivative contracts
|
24,930
|
|
|
(4,952
|
)
|
|
2,480
|
|
|||
Payments and proceeds received on securities
|
—
|
|
|
468,171
|
|
|
140,228
|
|
|||
Proceeds from sale of investments in unconsolidated joint venture
|
—
|
|
|
24,498
|
|
|
—
|
|
|||
Payments received on other assets
|
—
|
|
|
—
|
|
|
132
|
|
|||
Proceeds from sale of AMTG assets, net
|
—
|
|
|
—
|
|
|
1,508,198
|
|
|||
ARI Investment in AMTG, net of cash acquired
|
—
|
|
|
—
|
|
|
189,795
|
|
|||
Net cash (used in) provided by investing activities
|
(998,922
|
)
|
|
(720,714
|
)
|
|
1,066,529
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock
|
275,879
|
|
|
279,816
|
|
|
178,185
|
|
|||
Redemption of preferred stock
|
—
|
|
|
(116,990
|
)
|
|
—
|
|
|||
Payment of offering costs
|
(484
|
)
|
|
(924
|
)
|
|
(406
|
)
|
|||
Proceeds from secured debt arrangements
|
2,153,846
|
|
|
1,239,515
|
|
|
721,992
|
|
|||
Repayments of secured debt arrangements
|
(1,580,343
|
)
|
|
(1,045,614
|
)
|
|
(501,200
|
)
|
|||
Repayments of AMTG repurchase agreement borrowings
|
—
|
|
|
—
|
|
|
(1,254,517
|
)
|
|||
Proceeds from issuance of Notes
|
226,550
|
|
|
343,275
|
|
|
—
|
|
|||
Exchanges and conversions of Notes
|
(40,461
|
)
|
|
—
|
|
|
—
|
|
|||
Repayments of participations sold
|
—
|
|
|
(85,081
|
)
|
|
(4,372
|
)
|
|||
Payment of deferred financing costs
|
(15,337
|
)
|
|
(14,254
|
)
|
|
(4,017
|
)
|
|||
Dividends on common stock
|
(227,217
|
)
|
|
(183,877
|
)
|
|
(132,213
|
)
|
|||
Dividends on preferred stock
|
(27,340
|
)
|
|
(35,807
|
)
|
|
(27,956
|
)
|
|||
Net cash (used in) provided by financing activities
|
765,093
|
|
|
380,059
|
|
|
(1,024,504
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
32,135
|
|
|
(185,782
|
)
|
|
165,911
|
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
77,671
|
|
|
263,453
|
|
|
97,542
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
109,806
|
|
|
$
|
77,671
|
|
|
$
|
263,453
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
97,880
|
|
|
$
|
55,835
|
|
|
$
|
52,708
|
|
Supplemental disclosure of non-cash financing activities:
|
|
|
|
|
|
||||||
Exchange of Notes for common stock
|
$
|
180,016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dividend declared, not yet paid
|
$
|
69,033
|
|
|
$
|
56,576
|
|
|
$
|
51,278
|
|
Offering costs payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
279
|
|
Loan proceeds held by servicer
|
$
|
1,000
|
|
|
$
|
302,756
|
|
|
$
|
—
|
|
Fair value of assets acquired from AMTG
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,936,260
|
|
Fair value of liabilities assumed from AMTG
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,285,183
|
)
|
Fair value of common stock issued to AMTG
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
218,397
|
|
Fair value of preferred stock issued to AMTG
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
172,500
|
|
|
Balance at December 31, 2018
|
|
Balance at December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
109,806
|
|
|
$
|
140,229
|
|
Restricted cash
|
—
|
|
|
76
|
|
||
Total cash and cash equivalents and restricted cash shown in the consolidated statement of cash flows
|
$
|
109,806
|
|
|
$
|
140,305
|
|
|
Fair Value as of December 31, 2018
|
|
Fair Value as of December 31, 2017
|
||||||||||||||||||||||||||||
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||||||||||
Derivative assets (liabilities), net
|
$
|
—
|
|
|
$
|
23,700
|
|
|
$
|
—
|
|
|
$
|
23,700
|
|
|
$
|
—
|
|
|
$
|
(5,644
|
)
|
|
$
|
—
|
|
|
$
|
(5,644
|
)
|
Loan Type
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Commercial mortgage loans, net
|
|
$
|
3,878,981
|
|
|
$
|
2,653,826
|
|
Subordinate loans, net
|
|
1,048,612
|
|
|
1,025,932
|
|
||
Total loans, net
|
|
$
|
4,927,593
|
|
|
$
|
3,679,758
|
|
|
|
Principal Balance
|
|
Deferred Fees/Other Items
(1)
|
|
Provision for Loan Loss
(2)
|
|
Carrying Value
|
||||||||
December 31, 2017
|
|
$
|
3,706,169
|
|
|
$
|
(9,430
|
)
|
|
$
|
(16,981
|
)
|
|
$
|
3,679,758
|
|
New loan fundings
|
|
2,069,909
|
|
|
—
|
|
|
—
|
|
|
2,069,909
|
|
||||
Add-on loan fundings
(3)
|
|
280,956
|
|
|
—
|
|
|
—
|
|
|
280,956
|
|
||||
Loan repayments
|
|
(1,066,843
|
)
|
|
—
|
|
|
—
|
|
|
(1,066,843
|
)
|
||||
Unrealized gain (loss) on foreign currency translation
|
|
(51,202
|
)
|
|
189
|
|
|
—
|
|
|
(51,013
|
)
|
||||
Provision for loan loss
(2)
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
|
(20,000
|
)
|
||||
Deferred fees and other items
(1)
|
|
—
|
|
|
(34,066
|
)
|
|
—
|
|
|
(34,066
|
)
|
PIK interest, amortization of fees and other items
(1)
|
|
43,525
|
|
|
25,367
|
|
|
—
|
|
|
68,892
|
|
||||
December 31, 2018
|
|
$
|
4,982,514
|
|
|
$
|
(17,940
|
)
|
|
$
|
(36,981
|
)
|
|
$
|
4,927,593
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Number of loans
|
|
69
|
|
|
59
|
|
||
Principal balance
|
|
$
|
4,982,514
|
|
|
$
|
3,706,169
|
|
Carrying value
|
|
$
|
4,927,593
|
|
|
$
|
3,679,758
|
|
Unfunded loan commitments
(1)
|
|
$
|
1,095,598
|
|
|
$
|
435,627
|
|
Weighted-average cash coupon
(2)
|
|
8.4
|
%
|
|
8.4
|
%
|
(1)
|
Unfunded loan commitments are primarily funded to finance property improvements or lease-related expenditures by the borrowers. These future commitments are funded over the term of each loan, subject in certain cases to an expiration date.
|
(2)
|
For floating rate loans, based on applicable benchmark rates as of the specified dates.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
Property Type
|
|
Carrying
Value |
|
% of
Portfolio |
|
Carrying
Value |
|
% of
Portfolio |
||||||
Hotel
|
|
$
|
1,286,590
|
|
|
26.1
|
%
|
|
$
|
645,056
|
|
|
17.6
|
%
|
Residential-for-sale: inventory
(1)
|
|
577,053
|
|
|
11.7
|
%
|
|
92,438
|
|
|
2.5
|
%
|
||
Residential-for-sale: construction
(1)
|
|
528,510
|
|
|
10.7
|
%
|
|
349,739
|
|
|
9.5
|
%
|
||
Office
|
|
832,620
|
|
|
16.9
|
%
|
|
513,830
|
|
|
14.0
|
%
|
||
Urban Predevelopment
|
|
683,886
|
|
|
13.9
|
%
|
|
654,736
|
|
|
17.8
|
%
|
||
Multifamily
|
|
448,899
|
|
|
9.1
|
%
|
|
465,057
|
|
|
12.6
|
%
|
||
Healthcare
|
|
156,814
|
|
|
3.2
|
%
|
|
173,870
|
|
|
4.7
|
%
|
||
Retail Center
|
|
156,067
|
|
|
3.2
|
%
|
|
198,913
|
|
|
5.4
|
%
|
||
Other
|
|
151,197
|
|
|
3.1
|
%
|
|
154,141
|
|
|
4.2
|
%
|
||
Mixed Use
|
|
73,957
|
|
|
1.5
|
%
|
|
354,640
|
|
|
9.6
|
%
|
||
Industrial
|
|
32,000
|
|
|
0.6
|
%
|
|
77,338
|
|
|
2.1
|
%
|
||
Total
|
|
$
|
4,927,593
|
|
|
100.0
|
%
|
|
$
|
3,679,758
|
|
|
100.0
|
%
|
(1)
|
To conform to the current period’s presentation, loans with a combined carrying value of
$442.2 million
classified as residential-for-sale as of December 31, 2017 were broken out into
$349.8 million
of residential-for-sale: construction and
$92.4 million
of residential-for-sale: inventory.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
Geographic Location
|
|
Carrying
Value |
|
% of
Portfolio |
|
Carrying
Value |
|
% of
Portfolio |
||||||
Manhattan, NY
|
|
$
|
1,669,145
|
|
|
33.9
|
%
|
|
$
|
1,173,833
|
|
|
31.9
|
%
|
Brooklyn, NY
|
|
346,056
|
|
|
7.0
|
%
|
|
357,611
|
|
|
9.7
|
%
|
||
Northeast
|
|
23,479
|
|
|
0.5
|
%
|
|
100,536
|
|
|
2.7
|
%
|
||
Midwest
|
|
631,710
|
|
|
12.8
|
%
|
|
683,380
|
|
|
18.6
|
%
|
West
|
|
614,160
|
|
|
12.5
|
%
|
|
227,024
|
|
|
6.2
|
%
|
||
Southeast
|
|
559,043
|
|
|
11.3
|
%
|
|
531,582
|
|
|
14.4
|
%
|
||
Mid Atlantic
|
|
211,775
|
|
|
4.3
|
%
|
|
191,976
|
|
|
5.2
|
%
|
||
Southwest
|
|
96,345
|
|
|
2.0
|
%
|
|
33,615
|
|
|
0.9
|
%
|
||
United Kingdom
|
|
700,460
|
|
|
14.2
|
%
|
|
303,488
|
|
|
8.3
|
%
|
||
Other International
|
|
75,420
|
|
|
1.5
|
%
|
|
76,713
|
|
|
2.1
|
%
|
||
Total
|
|
$
|
4,927,593
|
|
|
100.0
|
%
|
|
$
|
3,679,758
|
|
|
100.0
|
%
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||
Risk Rating
|
|
Number of Loans
|
|
Carrying Value
|
|
% of Loan Portfolio
|
|
Number of Loans
|
|
Carrying Value
|
|
% of Loan Portfolio
|
||||||
1
|
|
—
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
|
$
|
—
|
|
|
—
|
%
|
2
|
|
3
|
|
138,040
|
|
|
3
|
%
|
|
5
|
|
399,326
|
|
|
10
|
%
|
||
3
|
|
63
|
|
4,573,930
|
|
|
93
|
%
|
|
51
|
|
3,034,358
|
|
|
83
|
%
|
||
4
|
|
—
|
|
—
|
|
|
—
|
%
|
|
1
|
|
168,208
|
|
|
5
|
%
|
||
5
|
|
3
|
|
215,623
|
|
|
4
|
%
|
|
2
|
|
77,866
|
|
|
2
|
%
|
||
|
|
69
|
|
$
|
4,927,593
|
|
|
100
|
%
|
|
59
|
|
$
|
3,679,758
|
|
|
100
|
%
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Interest receivable
|
$
|
33,399
|
|
|
$
|
23,101
|
|
Collateral deposited under derivative agreements
|
—
|
|
|
4,930
|
|
||
Other
|
321
|
|
|
389
|
|
||
Total
|
$
|
33,720
|
|
|
$
|
28,420
|
|
|
December 31, 2018
(2)
|
|
December 31, 2017
|
||||||||||||||||||
|
Maximum Amount of Borrowings
|
|
Borrowings Outstanding
|
|
Maturity
(1)
|
|
Maximum Amount of Borrowings
|
|
Borrowings Outstanding
|
|
Maturity
(1)
|
|
Weighted-
Average Rate |
||||||||
JPMorgan Facility (USD)
|
$
|
1,333,503
|
|
|
$
|
680,141
|
|
|
June 2021
|
|
$
|
1,393,000
|
|
|
$
|
944,529
|
|
|
March 2020
|
|
USD L + 2.30%
|
JPMorgan Facility (GBP)
|
48,497
|
|
|
48,497
|
|
|
June 2021
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||||
DB Repurchase Facility (USD)
|
904,181
|
|
|
419,823
|
|
|
March 2021
|
|
472,090
|
|
|
225,367
|
|
|
March 2020
|
|
USD L + 2.56%
|
||||
DB Repurchase Facility (GBP)
|
150,819
|
|
|
150,819
|
|
|
March 2021
|
|
93,919
|
|
|
93,919
|
|
|
March 2020
|
|
GBP L + 2.60%
|
||||
Goldman Facility
|
300,000
|
|
|
210,072
|
|
|
November 2020
|
|
331,130
|
|
|
81,380
|
|
|
November 2020
|
|
USD L + 2.73%
|
||||
CS Facility (USD)
|
187,117
|
|
|
187,117
|
|
|
June 2019
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||||
CS Facility (GBP)
|
151,773
|
|
|
151,773
|
|
|
June 2019
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||||
HSBC Facility (GBP)
|
48,835
|
|
|
48,835
|
|
|
December 2019
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||||
Sub-total
|
3,124,725
|
|
|
1,897,077
|
|
|
|
|
2,290,139
|
|
|
1,345,195
|
|
|
|
|
|
||||
less: deferred financing costs
|
N/A
|
|
|
(17,555
|
)
|
|
|
|
N/A
|
|
|
(14,348
|
)
|
|
|
|
N/A
|
||||
Total / Weighted-Average
|
$
|
3,124,725
|
|
|
$
|
1,879,522
|
|
|
$2,290,139
|
|
$1,330,847
|
|
USD L + 2.37% /
|
||||||||
GBP L + 2.60%
|
|
Less than
1 year (1) |
|
1 to 3
years (1) |
|
3 to 5
years |
|
More than
5 years |
|
Total
|
||||||||||
JPMorgan Facility
|
$
|
153,759
|
|
|
$
|
574,879
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
728,638
|
|
DB Repurchase Facility
|
174,293
|
|
|
396,349
|
|
|
—
|
|
|
—
|
|
|
570,642
|
|
|||||
Goldman Facility
|
—
|
|
|
210,072
|
|
|
—
|
|
|
—
|
|
|
210,072
|
|
|||||
CS Facility - USD
|
187,117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187,117
|
|
|||||
CS Facility - GBP
|
151,773
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
151,773
|
|
|||||
HSBC Facility
|
48,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,835
|
|
|||||
Total
|
$
|
715,777
|
|
|
$
|
1,181,300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,897,077
|
|
|
|
|
|
|
For the year ended December 31, 2018
|
||||||||||
|
Balance at December 31, 2018
|
|
Amortized Cost of collateral at December 31, 2018
|
|
Maximum Month-End
Balance |
|
Average Month-End
Balance |
||||||||
JPMorgan Facility
|
$
|
728,638
|
|
|
$
|
1,374,235
|
|
|
$
|
1,000,854
|
|
|
$
|
885,203
|
|
DB Repurchase Facility
|
570,642
|
|
|
921,424
|
|
|
707,405
|
|
|
524,727
|
|
||||
Goldman Facility
|
210,072
|
|
|
362,577
|
|
|
261,691
|
|
|
176,145
|
|
||||
CS Facility - USD
|
187,117
|
|
|
254,064
|
|
|
189,839
|
|
|
109,453
|
|
||||
CS Facility - GBP
|
151,773
|
|
|
216,167
|
|
|
151,915
|
|
|
147,651
|
|
||||
HSBC Facility
|
48,835
|
|
|
69,433
|
|
|
49,896
|
|
|
49,107
|
|
||||
Total
|
$
|
1,897,077
|
|
|
$
|
3,197,900
|
|
|
|
|
|
|
Principal Amount
|
Coupon Rate
|
Effective Rate
(1)
|
Conversion Rate
(2)
|
Maturity Date
|
Remaining Period of Amortization
|
|||||
2019 Notes
|
$
|
34,482
|
|
5.50
|
%
|
8.31
|
%
|
58.2442
|
|
3/15/2019
|
0.21 years
|
2022 Notes
|
345,000
|
|
4.75
|
%
|
5.60
|
%
|
50.2260
|
|
8/23/2022
|
3.65 years
|
|
2023 Notes
|
230,000
|
|
5.375
|
%
|
6.16
|
%
|
48.7187
|
|
10/15/2023
|
4.79 years
|
|
Total
|
$
|
609,482
|
|
|
|
|
|
|
(1)
|
Effective rate includes the effect of the adjustment for the conversion option (See endnote (2) below), the value of which reduced the initial liability and was recorded in additional paid-in-capital.
|
(2)
|
We have 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
one thousand
principal amount of the Notes converted, and includes adjustments relating to cash dividend payments made by us to stockholders that have been deferred and carried-forward in accordance with, and are not yet required to be made pursuant to, the terms of the applicable supplemental indenture.
|
Type of Derivative
|
December 31, 2018
|
||||||
|
Number of Contracts
|
|
Aggregate Notional Amount (in thousands)
|
|
Notional Currency
|
|
Maturity
|
Fx Contracts - GBP
|
43
|
|
270,161
|
|
GBP
|
|
January 2019 - November 2020
|
Type of Derivative
|
December 31, 2017
|
||||||
|
Number of Contracts
|
|
Aggregate Notional Amount (in thousands)
|
|
Notional Currency
|
|
Maturity
|
Fx Contracts - GBP
|
24
|
|
177,077
|
|
GBP
|
|
January 2018- November 2020
|
|
|
|
Amount of gain (loss)
recognized in income
|
||||||||||
|
Location of Gain (Loss) Recognized in Income
|
|
2018
|
|
2017
|
|
2016
|
||||||
Forward currency contracts
|
Gain (loss) on derivative instruments - unrealized
|
|
$
|
29,345
|
|
|
$
|
(11,527
|
)
|
|
$
|
2,665
|
|
Forward currency contracts
|
Gain (loss) on derivative instruments - realized
|
|
9,713
|
|
|
(7,657
|
)
|
|
28,552
|
|
|||
Interest rate caps
(1)
|
Gain (loss) on derivative instruments - unrealized
|
|
—
|
|
|
4
|
|
|
(57
|
)
|
|||
Sub-total
|
|
|
$
|
39,058
|
|
|
$
|
(19,180
|
)
|
|
$
|
31,160
|
|
|
|
|
|
|
|
|
|
||||||
Forward currency contracts
|
Loss from unconsolidated joint venture
|
|
—
|
|
|
(587
|
)
|
|
—
|
|
|||
Total
|
|
|
$
|
39,058
|
|
|
$
|
(19,767
|
)
|
|
$
|
31,160
|
|
(1)
|
With a notional amount of
$34.9
million,
$40.2
million and
$45.5
million at
December 31, 2018
,
2017
and
2016
, respectively.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross
Amount of Recognized Assets |
|
Gross
Amounts Offset in the Consolidated Balance Sheet |
|
Net Amounts
of Assets Presented in the Consolidated Balance Sheet |
|
Gross
Amount of Recognized Liabilities |
|
Gross
Amounts Offset in the Consolidated Balance Sheet |
|
Net Amounts of Assets (Liabilities) Presented in the Consolidated Balance Sheet
|
||||||||||||
Interest rate caps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Forward currency contracts
|
23,753
|
|
|
(53
|
)
|
|
23,700
|
|
|
(5,645
|
)
|
|
—
|
|
|
(5,645
|
)
|
||||||
Total derivative instruments
|
$
|
23,753
|
|
|
$
|
(53
|
)
|
|
$
|
23,700
|
|
|
$
|
(5,645
|
)
|
|
$
|
1
|
|
|
$
|
(5,644
|
)
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
||
Accrued dividends payable
|
$
|
69,033
|
|
|
$
|
56,576
|
|
Collateral deposited under derivative agreements
|
20,000
|
|
|
—
|
|
||
Accrued interest payable
|
14,208
|
|
|
12,796
|
|
||
Accounts payable and other liabilities
|
1,505
|
|
|
1,534
|
|
||
Total
|
$
|
104,746
|
|
|
$
|
70,906
|
|
|
Type
|
|
Restricted Stock
|
|
RSUs
|
|
Grant Date Fair Value ($ in thousands)
|
|||
Outstanding at December 31, 2015
|
|
107,385
|
|
|
1,242,810
|
|
|
|
||
|
Grant
|
|
92,056
|
|
|
903,068
|
|
|
16,477
|
|
|
Vested
|
|
(49,331
|
)
|
|
(397,030
|
)
|
|
N/A
|
|
|
Forfeiture
|
|
—
|
|
|
(45,073
|
)
|
|
N/A
|
|
Outstanding at December 31, 2016
|
|
150,110
|
|
|
1,703,775
|
|
|
|
||
|
Grant
|
|
27,700
|
|
|
912,916
|
|
|
17,496
|
|
|
Vested
|
|
(72,249
|
)
|
|
(938,541
|
)
|
|
N/A
|
|
|
Forfeiture
|
|
—
|
|
|
(45,404
|
)
|
|
N/A
|
|
Outstanding at December 31, 2017
|
|
105,561
|
|
|
1,632,746
|
|
|
|
||
|
Grant
|
|
28,070
|
|
|
1,006,800
|
|
|
19,148
|
|
|
Vested
|
|
(67,934
|
)
|
|
(739,388
|
)
|
|
N/A
|
|
|
Forfeiture
|
|
—
|
|
|
(47,201
|
)
|
|
N/A
|
|
Outstanding at December 31, 2018
|
|
65,697
|
|
|
1,852,957
|
|
|
|
Vesting Year
|
Restricted Stock
|
|
RSU
|
|
Total Awards
|
|||
2019
|
60,803
|
|
|
889,734
|
|
|
950,537
|
|
2020
|
4,894
|
|
|
628,310
|
|
|
633,204
|
|
2021
|
—
|
|
|
334,913
|
|
|
334,913
|
|
Total
|
65,697
|
|
|
1,852,957
|
|
|
1,918,654
|
|
(1)
|
As our aggregate 2018 distributions exceeded our earnings and profits,
$0.46
of the January 2019 distribution declared in the fourth quarter of 2018 are payable to common stockholders of record as of December 31, 2018 will be treated as a 2019 distribution for U.S. federal income tax purposes.
|
(2)
|
The Series A Preferred Stock shares were redeemed in full in August 2017.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Value |
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
||||||||
Cash and cash equivalents
|
$
|
109,806
|
|
|
$
|
109,806
|
|
|
$
|
77,671
|
|
|
$
|
77,671
|
|
Commercial first mortgage loans, net
|
3,878,981
|
|
|
3,894,947
|
|
|
2,653,826
|
|
|
2,657,262
|
|
||||
Subordinate loans, net
|
1,048,612
|
|
|
1,047,854
|
|
|
1,025,932
|
|
|
1,029,390
|
|
||||
Secured debt arrangements
|
(1,897,077
|
)
|
|
(1,897,077
|
)
|
|
(1,345,195
|
)
|
|
(1,345,195
|
)
|
||||
2019 Notes
|
(34,278
|
)
|
|
(35,276
|
)
|
|
(251,935
|
)
|
|
(276,506
|
)
|
||||
2022 Notes
|
(335,291
|
)
|
|
(326,025
|
)
|
|
(332,962
|
)
|
|
(350,175
|
)
|
||||
2023 Notes
|
(222,431
|
)
|
|
(221,964
|
)
|
|
—
|
|
|
—
|
|
|
For the year ended
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Basic Earnings
|
|
|
|
|
|
||||||
Net income
|
$
|
219,986
|
|
|
$
|
193,031
|
|
|
$
|
157,876
|
|
Less: Preferred dividends
|
(27,340
|
)
|
|
(36,761
|
)
|
|
(30,295
|
)
|
|||
Net income available to common stockholders
|
$
|
192,646
|
|
|
$
|
156,270
|
|
|
$
|
127,581
|
|
Less: Dividends on participating securities
|
(3,405
|
)
|
|
(2,913
|
)
|
|
(2,087
|
)
|
|||
Basic Earnings
|
$
|
189,241
|
|
|
$
|
153,357
|
|
|
$
|
125,494
|
|
|
|
|
|
|
|
||||||
Diluted Earnings
|
|
|
|
|
|
||||||
Net income
|
$
|
219,986
|
|
|
$
|
193,031
|
|
|
$
|
157,876
|
|
Less: Preferred dividends
|
(27,340
|
)
|
|
(36,761
|
)
|
|
(30,295
|
)
|
|||
Net income available to common stockholders
|
$
|
192,646
|
|
|
$
|
156,270
|
|
|
$
|
127,581
|
|
Add: Interest expense on Notes
|
34,779
|
|
|
N/A
|
|
|
N/A
|
|
|||
Diluted Earnings
|
$
|
227,425
|
|
|
$
|
156,270
|
|
|
$
|
127,581
|
|
|
|
|
|
|
|
||||||
Number of Shares:
|
|
|
|
|
|
||||||
Basic weighted-average shares of common stock outstanding
|
124,147,073
|
|
|
99,859,153
|
|
|
72,371,374
|
|
|||
Diluted weighted-average shares of common stock outstanding
|
153,821,515
|
|
|
101,232,610
|
|
|
73,305,101
|
|
|||
|
|
|
|
|
|
||||||
Earnings Per Share Attributable to common stockholders
|
|
|
|
|
|
||||||
Basic
|
$
|
1.52
|
|
|
$
|
1.54
|
|
|
$
|
1.74
|
|
Diluted
|
$
|
1.48
|
|
|
$
|
1.54
|
|
|
$
|
1.74
|
|
Consideration Paid:
|
$ (in thousands)
|
|||
|
Cash
|
$
|
220,159
|
|
|
Common stock issued
|
218,397
|
|
|
|
Preferred stock assumed
|
172,500
|
|
|
|
Total consideration paid
|
$
|
611,056
|
|
|
|
|
||
Assets acquired:
|
|
|||
|
Cash and cash equivalents
|
399,402
|
|
|
|
Restricted cash
|
10,552
|
|
|
|
Investments
|
1,491,484
|
|
|
|
Other assets
|
34,822
|
|
|
|
|
|
||
Liabilities assumed:
|
|
|||
|
Borrowings under repurchase agreements
|
(1,254,518
|
)
|
|
|
Other liabilities
|
(30,665
|
)
|
|
|
|
|
||
|
Net assets acquired
|
651,077
|
|
|
|
|
|
||
|
Bargain purchase gain
|
$
|
40,021
|
|
|
|
|
Year ended
|
||
(in thousands, except per share data)
|
|
December 31, 2016
|
|||
Total revenue
|
|
|
$
|
349,948
|
|
Net income attributable to common stockholders
|
89,877
|
|
|||
|
|
|
|
||
Common shares outstanding at December 31, 2016
|
91,422,676
|
|
|||
Net income per common share, basic and diluted
|
$
|
0.98
|
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Net interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income from commercial mortgage loans
|
$
|
52,114
|
|
|
$
|
34,398
|
|
|
$
|
65,141
|
|
|
$
|
37,089
|
|
|
$
|
71,179
|
|
|
$
|
41,203
|
|
|
$
|
75,275
|
|
|
$
|
45,942
|
|
Interest income from subordinate loans
|
33,853
|
|
|
34,390
|
|
|
34,075
|
|
|
39,640
|
|
|
37,308
|
|
|
47,268
|
|
|
34,944
|
|
|
43,993
|
|
||||||||
Interest income from securities
|
—
|
|
|
6,054
|
|
|
—
|
|
|
4,700
|
|
|
—
|
|
|
2,625
|
|
|
—
|
|
|
1,219
|
|
||||||||
Interest expense
|
(22,740
|
)
|
|
(17,030
|
)
|
|
(28,437
|
)
|
|
(19,205
|
)
|
|
(31,007
|
)
|
|
(19,855
|
)
|
|
(32,413
|
)
|
|
(21,967
|
)
|
||||||||
Net interest income
|
63,227
|
|
|
57,812
|
|
|
70,779
|
|
|
62,224
|
|
|
77,480
|
|
|
71,241
|
|
|
77,806
|
|
|
69,187
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
General and administrative expenses
|
(4,998
|
)
|
|
(5,758
|
)
|
|
(5,652
|
)
|
|
(5,200
|
)
|
|
(5,843
|
)
|
|
(4,629
|
)
|
|
(3,977
|
)
|
|
(5,138
|
)
|
||||||||
Management fees to related party
|
(8,092
|
)
|
|
(7,432
|
)
|
|
(9,013
|
)
|
|
(7,742
|
)
|
|
(9,515
|
)
|
|
(8,309
|
)
|
|
(9,804
|
)
|
|
(8,169
|
)
|
||||||||
Total operating expenses
|
(13,090
|
)
|
|
(13,190
|
)
|
|
(14,665
|
)
|
|
(12,942
|
)
|
|
(15,358
|
)
|
|
(12,938
|
)
|
|
(13,781
|
)
|
|
(13,307
|
)
|
||||||||
Income (loss) from unconsolidated joint venture
|
—
|
|
|
458
|
|
|
—
|
|
|
(3,305
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other income
|
203
|
|
|
108
|
|
|
343
|
|
|
244
|
|
|
427
|
|
|
359
|
|
|
465
|
|
|
229
|
|
||||||||
Provision for loan losses and impairments
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|
—
|
|
||||||||
Realized loss on sale of assets
|
—
|
|
|
(1,042
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,076
|
)
|
|
—
|
|
|
(37,575
|
)
|
||||||||
Unrealized gain (loss) on securities
|
—
|
|
|
2,852
|
|
|
—
|
|
|
(4,510
|
)
|
|
—
|
|
|
13,488
|
|
|
—
|
|
|
25,335
|
|
||||||||
Foreign currency gain (loss)
|
10,125
|
|
|
3,172
|
|
|
(29,649
|
)
|
|
6,913
|
|
|
(4,050
|
)
|
|
7,763
|
|
|
(6,761
|
)
|
|
658
|
|
||||||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,573
|
)
|
|
—
|
|
|
—
|
|
|
(1,947
|
)
|
||||||||
Gain (loss) on derivative instruments
|
(11,032
|
)
|
|
(3,045
|
)
|
|
33,538
|
|
|
(7,389
|
)
|
|
6,291
|
|
|
(7,481
|
)
|
|
10,261
|
|
|
(1,265
|
)
|
||||||||
Net income
|
$
|
49,433
|
|
|
$
|
47,125
|
|
|
$
|
55,346
|
|
|
$
|
36,235
|
|
|
$
|
62,217
|
|
|
$
|
68,356
|
|
|
$
|
52,990
|
|
|
$
|
41,315
|
|
Preferred dividends
|
(6,835
|
)
|
|
(9,310
|
)
|
|
(6,834
|
)
|
|
(9,310
|
)
|
|
(6,836
|
)
|
|
(11,148
|
)
|
|
(6,835
|
)
|
|
(6,993
|
)
|
||||||||
Net income available to common stockholders
|
$
|
42,598
|
|
|
$
|
37,815
|
|
|
$
|
48,512
|
|
|
$
|
26,925
|
|
|
$
|
55,381
|
|
|
$
|
57,208
|
|
|
$
|
46,155
|
|
|
$
|
34,322
|
|
Net income per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.38
|
|
|
$
|
0.41
|
|
|
$
|
0.39
|
|
|
$
|
0.28
|
|
|
$
|
0.42
|
|
|
$
|
0.54
|
|
|
$
|
0.34
|
|
|
$
|
0.32
|
|
Diluted
|
$
|
0.38
|
|
|
$
|
0.41
|
|
|
$
|
0.39
|
|
|
$
|
0.28
|
|
|
$
|
0.40
|
|
|
$
|
0.54
|
|
|
$
|
0.34
|
|
|
$
|
0.32
|
|
Basic weighted-average shares of common stock outstanding
|
110,211,853
|
|
91,612,447
|
|
123,019,993
|
|
95,428,134
|
|
129,188,343
|
|
105,446,704
|
|
133,852,915
|
|
106,721,887
|
||||||||||||||||
Diluted weighted-average shares of common stock outstanding
|
111,871,429
|
|
92,998,250
|
|
124,629,317
|
|
96,796,289
|
|
153,918,435
|
|
106,812,721
|
|
163,900,633
|
|
108,095,950
|
||||||||||||||||
Dividend declared per share of common stock
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
(1)
|
Assumes applicable benchmark rate for all floating rate loans
|
(2)
|
Assumes all extension options are exercised.
|
(3)
|
Subject to prior liens.
|
(4)
|
The aggregate cost for federal income tax purposes is
$5.0
billion.
|
|
|
|
|
Year Ended
|
|
Year Ended
|
||||
Reconciliation of Carrying Amount of Loans
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Balance at beginning of year
|
|
$
|
3,679,758
|
|
|
$
|
2,693,092
|
|
||
Loan fundings
(1)
|
|
2,350,865
|
|
|
1,828,758
|
|
||||
Loan repayments
|
|
(1,066,843
|
)
|
|
(891,848
|
)
|
||||
Unrealized gain (loss) on foreign currency translation
|
|
(51,013
|
)
|
|
23,612
|
|
||||
Discount accretion
|
|
—
|
|
|
—
|
|
||||
Provision for loan losses
(2)
and impairments
|
|
(20,000
|
)
|
|
(1,981
|
)
|
||||
Deferred Fees
|
|
(34,066
|
)
|
|
(27,424
|
)
|
||||
PIK interest, amortization of fees and other items
|
|
68,892
|
|
|
55,549
|
|
||||
Balance at the close of year
|
|
$
|
4,927,593
|
|
|
$
|
3,679,758
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and our expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Item 15.
|
Exhibits, Financial Statement Schedules.
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
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.
|
Item 16.
|
Form 10-K Summary.
|
|
Apollo Commercial Real Estate Finance, Inc.
|
||
|
|
|
|
February 13, 2019
|
By:
|
|
/s/ Stuart A. Rothstein
|
|
|
|
Stuart A. Rothstein
|
|
|
|
President and Chief Executive Officer
|
February 13, 2019
|
By:
|
|
/s/ Stuart A. Rothstein
|
|
|
|
Stuart A. Rothstein
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
|
February 13, 2019
|
By:
|
|
/s/ Jai Agarwal
|
|
|
|
Jai Agarwal
Chief Financial Officer, Treasurer, Secretary
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
February 13, 2019
|
By:
|
|
/s/ Jeffrey M. Gault
|
|
|
|
Jeffrey M. Gault
Director
|
|
|
|
|
February 13, 2019
|
By:
|
|
/s/ Mark C. Biderman
|
|
|
|
Mark C. Biderman
Director
|
|
|
|
|
February 13, 2019
|
By:
|
|
/s/ Robert A. Kasdin
|
|
|
|
Robert A. Kasdin
Director
|
|
|
|
|
February 13, 2019
|
By:
|
|
/s/ Eric L. Press
|
|
|
|
Eric L. Press
Director
|
|
|
|
|
February 13, 2019
|
By:
|
|
/s/ Scott S. Prince
|
|
|
|
Scott S. Prince
Director
|
|
|
|
|
February 13, 2019
|
By:
|
|
/s/ Michael E. Salvati
|
|
|
|
Michael E. Salvati
Director
|
|
|
|
|
February 13, 2019
|
By:
|
|
/s/ Cindy Z. Michel
|
|
|
|
Cindy Z. Michel
Director
|
1.
|
Registration Statement No. 333-221483 on Form S-3 pertaining to Apollo Commercial Real Estate Finance Inc.'s Direct Stock Purchase and Dividend Reinvestment Plan
|
2.
|
Registration Statement No. 333-224695 on Form S-3 pertaining to the offering from time to time of Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Warrants & Rights
|
3.
|
Registration Statement No. 333-214478 on Form S-3 pertaining to the offering and resale from time to time of 10,493,529 shares of Common Stock and 6,770,393 shares of 8.00% Fixed-to-Floating Series B Cumulative Redeemable Perpetual Preferred Stock.
|
4.
|
Registration Statement No. 333-177556 on Form S-3 pertaining to the offering and resale from time to time of 3,495,000 shares of Common Stock
|
5.
|
Registration Statement No. 333-203972 on Form S-8 pertaining to the Apollo Commercial Real Estate Finance, Inc., 2009 Equity Incentive Plan
|
1.
|
I have reviewed this annual report on Form 10-K of Apollo Commercial Real Estate Finance, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 13, 2019
|
By:
|
|
/s/ Stuart A. Rothstein
|
|
Name:
|
|
Stuart A. Rothstein
|
|
Title:
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Apollo Commercial Real Estate Finance, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 13, 2019
|
By:
|
|
/s/ Jai Agarwal
|
|
Name:
|
|
Jai Agarwal
|
|
Title:
|
|
Chief Financial Officer, Treasurer and Secretary
|
Date: February 13, 2019
|
By:
|
|
/s/ Stuart A. Rothstein
|
|
Name:
|
|
Stuart A. Rothstein
|
|
Title:
|
|
President and Chief Executive Officer
|
Date: February 13, 2019
|
By:
|
|
/s/ Jai Agarwal
|
|
Name:
|
|
Jai Agarwal
|
|
Title:
|
|
Chief Financial Officer, Treasurer and Secretary
|