|
x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
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.)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
109,343
|
|
|
$
|
109,806
|
|
Commercial mortgage loans, net (includes $3,679,993 and $3,197,900 pledged as collateral under secured debt arrangements in 2019 and 2018, respectively)
|
4,003,089
|
|
|
3,878,981
|
|
||
Subordinate loans, net
|
1,183,910
|
|
|
1,048,612
|
|
||
Loan proceeds held by servicer
|
—
|
|
|
1,000
|
|
||
Other assets
|
36,540
|
|
|
33,720
|
|
||
Derivative assets, net
|
8,715
|
|
|
23,700
|
|
||
Total Assets
|
$
|
5,341,597
|
|
|
$
|
5,095,819
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Secured debt arrangements, net (net of deferred financing costs of $17,828 and $17,555 in 2019 and 2018, respectively)
|
$
|
2,141,939
|
|
|
$
|
1,879,522
|
|
Convertible senior notes, net
|
558,664
|
|
|
592,000
|
|
||
Accounts payable, accrued expenses and other liabilities
|
91,557
|
|
|
104,746
|
|
||
Payable to related party
|
9,613
|
|
|
9,804
|
|
||
Total Liabilities
|
2,801,773
|
|
|
2,586,072
|
|
||
Commitments and Contingencies (see Note 14)
|
|
|
|
|
|
||
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 liquidation preference)
|
68
|
|
|
68
|
|
||
Series C preferred stock, 6,900,000 shares issued and outstanding ($172,500 liquidation preference)
|
69
|
|
|
69
|
|
||
Common stock, $0.01 par value, 450,000,000 shares authorized, 136,254,352 and 133,853,565 shares issued and outstanding in 2019 and 2018, respectively
|
1,363
|
|
|
1,339
|
|
||
Additional paid-in-capital
|
2,671,100
|
|
|
2,638,441
|
|
||
Accumulated deficit
|
(132,776
|
)
|
|
(130,170
|
)
|
||
Total Stockholders’ Equity
|
2,539,824
|
|
|
2,509,747
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
5,341,597
|
|
|
$
|
5,095,819
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net interest income:
|
|
|
|
||||
Interest income from commercial mortgage loans
|
$
|
78,286
|
|
|
$
|
52,114
|
|
Interest income from subordinate loans
|
40,839
|
|
|
33,853
|
|
||
Interest expense
|
(36,295
|
)
|
|
(22,740
|
)
|
||
Net interest income
|
82,830
|
|
|
63,227
|
|
||
Operating expenses:
|
|
|
|
||||
General and administrative expenses (includes equity-based compensation of $3,901 and $3,342 in 2019 and 2018, respectively)
|
(6,151
|
)
|
|
(4,998
|
)
|
||
Management fees to related party
|
(9,613
|
)
|
|
(8,092
|
)
|
||
Total operating expenses
|
(15,764
|
)
|
|
(13,090
|
)
|
||
Other income
|
518
|
|
|
203
|
|
||
Foreign currency gain
|
6,894
|
|
|
10,125
|
|
||
Loss on derivative instruments (includes unrealized losses of $14,985 and $8,855 in 2019 and 2018, respectively)
|
(6,720
|
)
|
|
(11,032
|
)
|
||
Net income
|
$
|
67,758
|
|
|
$
|
49,433
|
|
Preferred dividends
|
(6,835
|
)
|
|
(6,835
|
)
|
||
Net income available to common stockholders
|
$
|
60,923
|
|
|
$
|
42,598
|
|
Net income per share of common stock:
|
|
|
|
||||
Basic
|
$
|
0.45
|
|
|
$
|
0.38
|
|
Diluted
|
$
|
0.43
|
|
|
$
|
0.38
|
|
Basic weighted-average shares of common stock outstanding
|
134,607,107
|
|
|
110,211,853
|
|
||
Diluted weighted-average shares of common stock outstanding
|
164,683,086
|
|
|
111,871,429
|
|
||
Dividend declared per share of common stock
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In-Capital
|
|
Accumulated
Deficit
|
|
Total
|
||||||||||||||||
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|||||||||||||||||
Balance at January 1, 2018
|
13,670,393
|
|
|
$
|
137
|
|
|
107,121,235
|
|
|
$
|
1,071
|
|
|
$
|
2,170,078
|
|
|
$
|
(83,143
|
)
|
|
$
|
2,088,143
|
|
Capital increase (decrease) related to Equity Incentive Plan
|
—
|
|
|
—
|
|
|
345,996
|
|
|
4
|
|
|
(1,389
|
)
|
|
—
|
|
|
(1,385
|
)
|
|||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
15,525,000
|
|
|
155
|
|
|
275,724
|
|
|
—
|
|
|
275,879
|
|
|||||
Offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
—
|
|
|
(377
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,433
|
|
|
49,433
|
|
|||||
Dividends declared on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,835
|
)
|
|
(6,835
|
)
|
|||||
Dividends declared on common stock - $0.46 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,328
|
)
|
|
(57,328
|
)
|
|||||
Balance at March 31, 2018
|
13,670,393
|
|
$
|
137
|
|
|
122,992,231
|
|
$
|
1,230
|
|
|
$
|
2,444,036
|
|
|
$
|
(97,873
|
)
|
|
$
|
2,347,530
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In-Capital
|
|
Accumulated
Deficit
|
|
Total
|
||||||||||||||||
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|||||||||||||||||
Balance at January 1, 2019
|
13,670,393
|
|
|
$
|
137
|
|
|
133,853,565
|
|
|
$
|
1,339
|
|
|
$
|
2,638,441
|
|
|
$
|
(130,170
|
)
|
|
$
|
2,509,747
|
|
Capital decrease related to Equity Incentive Plan
|
—
|
|
|
—
|
|
|
433,426
|
|
|
4
|
|
|
(1,099
|
)
|
|
—
|
|
|
(1,095
|
)
|
|||||
Conversions of convertible senior notes for common stock
|
—
|
|
|
—
|
|
|
1,967,361
|
|
|
20
|
|
|
33,758
|
|
|
—
|
|
|
33,778
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,758
|
|
|
67,758
|
|
|||||
Dividends declared on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,835
|
)
|
|
(6,835
|
)
|
|||||
Dividends declared on common stock - $0.46 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,529
|
)
|
|
(63,529
|
)
|
|||||
Balance at March 31, 2019
|
13,670,393
|
|
|
$
|
137
|
|
|
136,254,352
|
|
|
$
|
1,363
|
|
|
$
|
2,671,100
|
|
|
$
|
(132,776
|
)
|
|
$
|
2,539,824
|
|
|
For the three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows (used in) provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
67,758
|
|
|
$
|
49,433
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of discount/premium and PIK
|
(19,611
|
)
|
|
(15,695
|
)
|
||
Amortization of deferred financing costs
|
3,461
|
|
|
2,545
|
|
||
Equity-based compensation
|
(1,095
|
)
|
|
(1,385
|
)
|
||
Foreign currency gain
|
(5,828
|
)
|
|
(9,853
|
)
|
||
Unrealized loss on derivative instruments
|
14,985
|
|
|
8,855
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Proceeds received from PIK
|
—
|
|
|
55,000
|
|
||
Other assets
|
(2,898
|
)
|
|
(2,620
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
620
|
|
|
2,075
|
|
||
Payable to related party
|
(191
|
)
|
|
(76
|
)
|
||
Net cash (used in) provided by operating activities
|
57,201
|
|
|
88,279
|
|
||
Cash flows used in investing activities:
|
|
|
|
||||
New funding of commercial mortgage loans
|
(197,000
|
)
|
|
(476,951
|
)
|
||
Add-on funding of commercial mortgage loans
|
(105,452
|
)
|
|
(13,185
|
)
|
||
New funding of subordinate loans
|
(244,844
|
)
|
|
(11,687
|
)
|
||
Add-on funding of subordinate loans
|
(4,879
|
)
|
|
(5,208
|
)
|
||
Proceeds and payments received on commercial mortgage loans
|
191,317
|
|
|
90,547
|
|
||
Proceeds and payments received on subordinate loans
|
130,010
|
|
|
257,548
|
|
||
Origination and exit fees received on commercial mortgage and subordinate loans
|
6,069
|
|
|
19,085
|
|
||
Decrease in collateral held related to derivative contracts
|
(18,180
|
)
|
|
(15,220
|
)
|
||
Net cash (used in) provided by investing activities
|
(242,959
|
)
|
|
(155,071
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock
|
—
|
|
|
275,879
|
|
||
Payment of offering costs
|
—
|
|
|
(38
|
)
|
||
Proceeds from secured debt arrangements
|
412,434
|
|
|
416,549
|
|
||
Repayments of secured debt arrangements
|
(156,747
|
)
|
|
(538,562
|
)
|
||
Exchanges and conversions of convertible senior notes
|
(704
|
)
|
|
—
|
|
||
Payment of deferred financing costs
|
(91
|
)
|
|
(2,234
|
)
|
||
Dividends on common stock
|
(62,762
|
)
|
|
(57,328
|
)
|
||
Dividends on preferred stock
|
(6,835
|
)
|
|
(6,835
|
)
|
||
Net cash (used in) provided by financing activities
|
185,295
|
|
|
87,431
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(463
|
)
|
|
20,639
|
|
||
Cash and cash equivalents, beginning of period
|
109,806
|
|
|
77,671
|
|
||
Cash and cash equivalents, end of period
|
$
|
109,343
|
|
|
$
|
98,310
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
32,428
|
|
|
$
|
26,517
|
|
Supplemental disclosure of non-cash financing activities:
|
|
|
|
||||
Exchange of convertible senior notes for common stock
|
$
|
33,778
|
|
|
$
|
—
|
|
Dividend declared, not yet paid
|
$
|
70,364
|
|
|
$
|
63,598
|
|
Offering costs payable
|
$
|
—
|
|
|
$
|
339
|
|
Loan proceeds held by servicer
|
$
|
—
|
|
|
$
|
1,000
|
|
Deferred financing costs, not yet paid
|
$
|
3,643
|
|
|
$
|
—
|
|
|
Fair Value as of March 31, 2019
|
|
Fair Value as of December 31, 2018
|
||||||||||||||||||||||||||||
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||||||||||
Derivative assets, net
|
$
|
—
|
|
|
$
|
8,715
|
|
|
$
|
—
|
|
|
$
|
8,715
|
|
|
$
|
—
|
|
|
$
|
23,700
|
|
|
$
|
—
|
|
|
$
|
23,700
|
|
Total
|
$
|
—
|
|
|
$
|
8,715
|
|
|
$
|
—
|
|
|
$
|
8,715
|
|
|
$
|
—
|
|
|
$
|
23,700
|
|
|
$
|
—
|
|
|
$
|
23,700
|
|
Loan Type
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Commercial mortgage loans, net
|
|
$
|
4,003,089
|
|
|
$
|
3,878,981
|
|
Subordinate loans, net
|
|
1,183,910
|
|
|
1,048,612
|
|
||
Total loans, net
|
|
$
|
5,186,999
|
|
|
$
|
4,927,593
|
|
|
|
Principal Balance
|
|
Deferred Fees/Other Items
(1)
|
|
Provision for Loan Loss
(2)
|
|
Carrying Value
|
||||||||
December 31, 2018
|
|
$
|
4,982,514
|
|
|
$
|
(17,940
|
)
|
|
$
|
(36,981
|
)
|
|
$
|
4,927,593
|
|
New loan fundings
|
|
441,844
|
|
|
—
|
|
|
—
|
|
|
441,844
|
|
||||
Add-on loan fundings
(3)
|
|
110,331
|
|
|
—
|
|
|
—
|
|
|
110,331
|
|
||||
Loan repayments
|
|
(322,354
|
)
|
|
—
|
|
|
—
|
|
|
(322,354
|
)
|
||||
Gain (loss) on foreign currency translation
|
|
15,033
|
|
|
(136
|
)
|
|
—
|
|
|
14,897
|
|
||||
Deferred fees
|
|
—
|
|
|
(6,069
|
)
|
|
—
|
|
|
(6,069
|
)
|
||||
PIK interest and amortization of fees
|
|
14,321
|
|
|
6,436
|
|
|
—
|
|
|
20,757
|
|
||||
March 31, 2019
|
|
$
|
5,241,689
|
|
|
$
|
(17,709
|
)
|
|
$
|
(36,981
|
)
|
|
$
|
5,186,999
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Number of loans
|
|
69
|
|
|
69
|
|
||
Principal balance
|
|
$
|
5,241,689
|
|
|
$
|
4,982,514
|
|
Carrying value
|
|
$
|
5,186,999
|
|
|
$
|
4,927,593
|
|
Unfunded loan commitments
(1)
|
|
$
|
1,039,089
|
|
|
$
|
1,095,598
|
|
Weighted-average cash coupon
(2)
|
|
8.4
|
%
|
|
8.4
|
%
|
||
Weighted-average remaining term
(3)
|
|
2.9 years
|
|
|
2.8 years
|
|
(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.
|
(3)
|
Assumes all extension options are exercised.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||
Property Type
|
|
Carrying
Value |
|
% of
Portfolio |
|
Carrying
Value |
|
% of
Portfolio |
||||||
Hotel
|
|
$
|
1,330,842
|
|
|
25.7
|
%
|
|
$
|
1,286,590
|
|
|
26.1
|
%
|
Residential-for-sale: construction
|
|
631,501
|
|
|
12.1
|
%
|
|
528,510
|
|
|
10.7
|
%
|
||
Residential-for-sale: inventory
|
|
421,815
|
|
|
8.1
|
%
|
|
577,053
|
|
|
11.7
|
%
|
||
Office
|
|
956,989
|
|
|
18.5
|
%
|
|
832,620
|
|
|
16.9
|
%
|
||
Urban Predevelopment
|
|
610,888
|
|
|
11.8
|
%
|
|
683,886
|
|
|
13.9
|
%
|
||
Multifamily
|
|
521,087
|
|
|
10.0
|
%
|
|
448,899
|
|
|
9.1
|
%
|
||
Industrial
|
|
227,206
|
|
|
4.4
|
%
|
|
32,000
|
|
|
0.6
|
%
|
||
Retail Center
|
|
156,008
|
|
|
3.0
|
%
|
|
156,067
|
|
|
3.2
|
%
|
||
Healthcare
|
|
144,310
|
|
|
2.8
|
%
|
|
156,814
|
|
|
3.2
|
%
|
||
Mixed Use
|
|
114,284
|
|
|
2.2
|
%
|
|
73,957
|
|
|
1.5
|
%
|
||
Other
|
|
72,069
|
|
|
1.4
|
%
|
|
151,197
|
|
|
3.1
|
%
|
||
Total
|
|
$
|
5,186,999
|
|
|
100.0
|
%
|
|
$
|
4,927,593
|
|
|
100.0
|
%
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||
Geographic Location
|
|
Carrying
Value |
|
% of
Portfolio |
|
Carrying
Value |
|
% of
Portfolio |
||||||
Manhattan, NY
|
|
$
|
1,825,136
|
|
|
35.2
|
%
|
|
$
|
1,669,145
|
|
|
33.9
|
%
|
Brooklyn, NY
|
|
547,139
|
|
|
10.5
|
%
|
|
346,056
|
|
|
7.0
|
%
|
||
Northeast
|
|
18,751
|
|
|
0.4
|
%
|
|
23,479
|
|
|
0.5
|
%
|
||
West
|
|
635,733
|
|
|
12.3
|
%
|
|
614,160
|
|
|
12.5
|
%
|
||
Midwest
|
|
617,599
|
|
|
11.9
|
%
|
|
631,710
|
|
|
12.8
|
%
|
||
Southeast
|
|
567,794
|
|
|
10.9
|
%
|
|
559,043
|
|
|
11.3
|
%
|
||
Southwest
|
|
120,127
|
|
|
2.3
|
%
|
|
96,345
|
|
|
2.0
|
%
|
||
Mid Atlantic
|
|
110,754
|
|
|
2.1
|
%
|
|
211,775
|
|
|
4.3
|
%
|
||
United Kingdom
|
|
668,507
|
|
|
12.9
|
%
|
|
700,460
|
|
|
14.2
|
%
|
||
Other International
|
|
75,459
|
|
|
1.5
|
%
|
|
75,420
|
|
|
1.5
|
%
|
||
Total
|
|
$
|
5,186,999
|
|
|
100.0
|
%
|
|
$
|
4,927,593
|
|
|
100.0
|
%
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Interest receivable
|
$
|
36,085
|
|
|
$
|
33,399
|
|
Other
|
455
|
|
|
321
|
|
||
Total
|
$
|
36,540
|
|
|
$
|
33,720
|
|
|
March 31, 2019
(2)
|
|
December 31, 2018
(2)
|
|||||||||||||||||
|
Maximum Amount of Borrowings
|
|
Borrowings Outstanding
|
|
Maturity
(1)
|
|
Maximum Amount of Borrowings
|
|
Borrowings Outstanding
|
|
Maturity
(1)
|
|||||||||
JPMorgan Facility (USD)
|
$
|
1,305,435
|
|
|
$
|
873,771
|
|
|
June 2021
|
|
$
|
1,333,503
|
|
|
$
|
680,141
|
|
|
June 2021
|
|
JPMorgan Facility (GBP)
|
49,565
|
|
|
49,565
|
|
|
June 2021
|
|
48,497
|
|
|
48,497
|
|
|
June 2021
|
|||||
DB Repurchase Facility (USD)
|
858,919
|
|
|
475,871
|
|
|
March 2021
|
|
904,181
|
|
|
419,823
|
|
|
March 2021
|
|||||
DB Repurchase Facility (GBP)
|
141,081
|
|
|
141,081
|
|
|
March 2021
|
|
150,819
|
|
|
150,819
|
|
|
March 2021
|
|||||
Goldman Facility
|
500,000
|
|
|
233,312
|
|
|
November 2021
|
|
300,000
|
|
|
210,072
|
|
|
November 2020
|
|||||
CS Facility (USD)
|
188,037
|
|
|
188,037
|
|
|
September 2019
|
|
187,117
|
|
|
187,117
|
|
|
June 2019
|
|||||
CS Facility (GBP)
|
148,219
|
|
|
148,219
|
|
|
September 2019
|
|
151,773
|
|
|
151,773
|
|
|
June 2019
|
|||||
HSBC Facility (GBP)
|
49,911
|
|
|
49,911
|
|
|
December 2019
|
|
48,835
|
|
|
48,835
|
|
|
December 2019
|
|||||
Sub-total
|
3,241,167
|
|
|
2,159,767
|
|
|
|
|
3,124,725
|
|
|
1,897,077
|
|
|
|
|||||
less: deferred financing costs
|
N/A
|
|
|
(17,828
|
)
|
|
|
|
N/A
|
|
|
(17,555
|
)
|
|
|
|||||
Total / Weighted-Average
|
$
|
3,241,167
|
|
|
$
|
2,141,939
|
|
|
$
|
3,124,725
|
|
|
$
|
1,879,522
|
|
|
||||
|
Less than
1 year (1) |
|
1 to 3
years (1) |
|
3 to 5
years |
|
More than
5 years |
|
Total
|
||||||||||
JPMorgan Facility
|
$
|
159,854
|
|
|
$
|
763,482
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
923,336
|
|
DB Repurchase Facility
|
109,142
|
|
|
507,810
|
|
|
—
|
|
|
—
|
|
|
616,952
|
|
|||||
Goldman Facility
|
—
|
|
|
233,312
|
|
|
—
|
|
|
—
|
|
|
233,312
|
|
|||||
CS Facility - USD
|
188,037
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188,037
|
|
|||||
CS Facility - GBP
|
148,219
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148,219
|
|
|||||
HSBC Facility
|
49,911
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,911
|
|
|||||
Total
|
$
|
655,163
|
|
|
$
|
1,504,604
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,159,767
|
|
|
As of March 31, 2019
|
|
For the three months ended March 31, 2019
|
||||||||||||
|
Balance
|
|
Amortized Cost of Collateral
|
|
Maximum Month-End
Balance |
|
Average Month-End
Balance |
||||||||
JPMorgan Facility
|
$
|
923,336
|
|
|
$
|
1,612,510
|
|
|
$
|
929,496
|
|
|
$
|
925,679
|
|
DB Repurchase Facility
|
616,952
|
|
|
1,013,662
|
|
|
672,477
|
|
|
636,283
|
|
||||
Goldman Facility
|
233,312
|
|
|
517,122
|
|
|
259,167
|
|
|
250,286
|
|
||||
CS Facility - USD
|
188,037
|
|
|
254,090
|
|
|
188,037
|
|
|
187,424
|
|
||||
CS Facility - GBP
|
148,219
|
|
|
211,468
|
|
|
150,811
|
|
|
145,814
|
|
||||
HSBC Facility
|
49,911
|
|
|
71,141
|
|
|
50,784
|
|
|
50,296
|
|
||||
Total
|
$
|
2,159,767
|
|
|
$
|
3,679,993
|
|
|
|
|
|
|
Principal Amount
|
Coupon Rate
|
Effective Rate
(1)
|
Conversion Rate
(2)
|
Maturity Date
|
Remaining Period of Amortization
|
|||||
2022 Notes
|
$
|
345,000
|
|
4.75
|
%
|
5.60
|
%
|
50.226
|
|
8/23/2022
|
3.4
|
2023 Notes
|
230,000
|
|
5.38
|
%
|
6.16
|
%
|
48.7187
|
|
10/15/2023
|
4.55
|
|
Total
|
$
|
575,000
|
|
|
|
|
|
|
(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.
|
|
March 31, 2019
|
||||||||
|
Number of Contracts
|
|
Aggregate Notional Amount (in thousands)
|
|
Notional Currency
|
|
Maturity
|
|
Weighted-Average Years to Maturity
|
Fx Contracts - GBP
|
78
|
|
259,604
|
|
GBP
|
|
April 2019- December 2021
|
|
1.07
|
|
December 31, 2018
|
||||||||
|
Number of Contracts
|
|
Aggregate Notional Amount (in thousands)
|
|
Notional Currency
|
|
Maturity
|
|
Weighted-Average Years to Maturity
|
Fx Contracts - GBP
|
43
|
|
270,161
|
|
GBP
|
|
January 2019 - November 2020
|
|
0.69
|
|
|
|
Amount of gain (loss)
recognized in income
|
||||||
|
|
|
Three months ended March 31,
|
||||||
|
Location of Gain (Loss) Recognized in Income
|
|
2019
|
|
2018
|
||||
Forward currency contracts
|
Loss on derivative instruments - unrealized
|
|
$
|
(14,985
|
)
|
|
$
|
(8,859
|
)
|
Forward currency contracts
|
Gain (loss) on derivative instruments - realized
|
|
8,265
|
|
|
(2,177
|
)
|
||
Interest rate caps
(1)
|
Gain on derivative instruments - unrealized
|
|
—
|
|
|
4
|
|
||
Total
|
|
|
$
|
(6,720
|
)
|
|
$
|
(11,032
|
)
|
(1)
|
With a notional amount of
$33.6 million
and
$38.9 million
at
March 31, 2019
, and
2018
, respectively.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross
Amount of Recognized Assets |
|
Gross
Amounts Offset in the Condensed Consolidated Balance Sheet |
|
Net Amounts
of Assets Presented in the Condensed Consolidated Balance Sheet |
|
Gross Amount of Recognized Assets
|
|
Gross
Amounts Offset in the Condensed Consolidated Balance Sheet |
|
Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheet
|
||||||||||||
Forward currency contracts
|
9,852
|
|
|
(1,137
|
)
|
|
8,715
|
|
|
23,753
|
|
|
(53
|
)
|
|
23,700
|
|
||||||
Total derivative instruments
|
$
|
9,852
|
|
|
$
|
(1,137
|
)
|
|
$
|
8,715
|
|
|
$
|
23,753
|
|
|
$
|
(53
|
)
|
|
$
|
23,700
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accrued dividends payable
|
$
|
69,799
|
|
|
$
|
69,033
|
|
Collateral deposited under derivative agreements
|
1,820
|
|
|
20,000
|
|
||
Accrued interest payable
|
13,488
|
|
|
14,208
|
|
||
Accounts payable and other liabilities
|
6,450
|
|
|
1,505
|
|
||
Total
|
$
|
91,557
|
|
|
$
|
104,746
|
|
|
Type
|
|
Restricted Stock
|
|
RSUs
|
|
Grant Date Fair Value ($ in thousands)
|
||
Outstanding at December 31, 2018
|
|
65,697
|
|
|
1,852,957
|
|
|
|
|
|
Vested
|
|
(1,419
|
)
|
|
—
|
|
|
N/A
|
|
Forfeiture
|
|
—
|
|
|
(4,174
|
)
|
|
N/A
|
Outstanding at March 31, 2019
|
|
64,278
|
|
|
1,848,783
|
|
|
|
Vesting Year
|
|
Restricted Stock
|
|
RSU
|
|
Total Awards
|
|||
2019
|
|
40,671
|
|
|
887,222
|
|
|
927,893
|
|
2020
|
|
14,251
|
|
|
626,738
|
|
|
640,989
|
|
2021
|
|
9,356
|
|
|
334,823
|
|
|
344,179
|
|
Total
|
|
64,278
|
|
|
1,848,783
|
|
|
1,913,061
|
|
|
|
Three months ended
|
||
Dividend declared per share of:
|
|
March 31, 2019
|
|
March 31, 2018
|
Common Stock
|
|
$0.46
|
|
$0.46
|
Series B Preferred Stock
|
|
0.50
|
|
0.50
|
Series C Preferred Stock
|
|
0.50
|
|
0.50
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying
Value |
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
||||||||
Cash and cash equivalents
|
$
|
109,343
|
|
|
$
|
109,343
|
|
|
$
|
109,806
|
|
|
$
|
109,806
|
|
Commercial first mortgage loans, net
|
4,003,089
|
|
|
4,025,760
|
|
|
3,878,981
|
|
|
3,894,947
|
|
||||
Subordinate loans, net
|
1,183,910
|
|
|
1,187,128
|
|
|
1,048,612
|
|
|
1,047,854
|
|
||||
Secured debt arrangements
|
(2,159,767
|
)
|
|
(2,159,767
|
)
|
|
(1,897,077
|
)
|
|
(1,897,077
|
)
|
||||
2019 Notes
|
—
|
|
|
—
|
|
|
(34,278
|
)
|
|
(35,276
|
)
|
||||
2022 Notes
|
(335,894
|
)
|
|
(337,762
|
)
|
|
(335,291
|
)
|
|
(326,025
|
)
|
||||
2023 Notes
|
(222,770
|
)
|
|
(225,770
|
)
|
|
(222,431
|
)
|
|
(221,964
|
)
|
|
For the three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Basic Earnings
|
|
|
|
||||
Net Income
|
$
|
67,758
|
|
|
$
|
49,433
|
|
Less: Preferred dividends
|
(6,835
|
)
|
|
(6,835
|
)
|
||
Net income available to common stockholders
|
$
|
60,923
|
|
|
$
|
42,598
|
|
Less: Dividends on participating securities
|
(851
|
)
|
|
(751
|
)
|
||
Basic Earnings
|
$
|
60,072
|
|
|
$
|
41,847
|
|
|
|
|
|
||||
Diluted Earnings
|
|
|
|
||||
Net Income
|
$
|
67,758
|
|
|
$
|
49,433
|
|
Less: Preferred dividends
|
(6,835
|
)
|
|
(6,835
|
)
|
||
Net income available to common stockholders
|
$
|
60,923
|
|
|
$
|
42,598
|
|
Add: Interest expense on Notes
|
9,262
|
|
|
N/A
|
|
||
Diluted Earnings
|
$
|
70,185
|
|
|
$
|
42,598
|
|
|
|
|
|
||||
Number of Shares:
|
|
|
|
||||
Basic weighted-average shares of common stock outstanding
|
134,607,107
|
|
|
110,211,853
|
|
||
Diluted weighted-average shares of common stock outstanding
|
164,683,086
|
|
|
111,871,429
|
|
||
|
|
|
|
|
|||
Earnings Per Share Attributable to Common Stockholders
|
|
|
|
||||
Basic
|
$
|
0.45
|
|
|
$
|
0.38
|
|
Diluted
|
$
|
0.43
|
|
|
$
|
0.38
|
|
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
|
|
$
|
4,003,089
|
|
|
7.0
|
%
|
|
7.8
|
%
|
|
$
|
2,159,767
|
|
|
4.1
|
%
|
|
$
|
1,843,322
|
|
Subordinate loans, net
|
|
1,183,910
|
|
|
12.9
|
%
|
|
14.3
|
%
|
|
—
|
|
|
—
|
|
|
1,183,910
|
|
|||
Total/Weighted-Average
|
|
$
|
5,186,999
|
|
|
8.4
|
%
|
|
9.3
|
%
|
|
$
|
2,159,767
|
|
|
4.1
|
%
|
|
$
|
3,027,232
|
|
(1)
|
Weighted-Average Coupon and Weighted-Average All-in Yield are based on the applicable benchmark rates as of
March 31, 2019
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
$17.8 million
.
|
(4)
|
Represents loan portfolio at amortized cost less secured debt outstanding.
|
Hotel
|
3
|
03/2017
|
105
|
—
|
|
03/2022
|
Atlanta, GA
|
Office
|
3
|
10/2018
|
101
|
84
|
Y
|
10/2023
|
Manhattan, NY
|
Hotel
|
3
|
11/2018
|
99
|
—
|
|
12/2023
|
Vail, CO
|
Office
|
3
|
01/2018
|
94
|
94
|
Y
|
01/2022
|
Renton, WA
|
Hotel
|
3
|
12/2017
|
90
|
—
|
|
12/2022
|
Manhattan, NY
|
Hotel
|
3
|
07/2018
|
86
|
—
|
|
08/2021
|
Detroit, MI
|
Residential-for-sale: construction
|
3
|
05/2018
|
78
|
5
|
Y
|
06/2020
|
Brooklyn, NY
|
Office
|
3
|
12/2017
|
76
|
57
|
|
03/2022
|
London, UK
|
Multifamily
|
3
|
04/2014
|
76
|
—
|
|
07/2023
|
Various
|
Residential-for-sale: inventory
|
3
|
06/2018
|
76
|
—
|
|
06/2020
|
Manhattan, NY
|
Urban Predevelopment
|
3
|
12/2016
|
73
|
—
|
|
12/2020
|
Los Angeles, CA
|
Multifamily
|
3
|
06/2018
|
71
|
—
|
|
06/2020
|
London, UK
|
Multifamily
|
3
|
10/2017
|
67
|
—
|
|
11/2021
|
Brooklyn, NY
|
Hotel
|
3
|
04/2018
|
63
|
—
|
|
05/2023
|
Scottsdale, AZ
|
Office
|
3
|
03/2018
|
63
|
25
|
|
04/2023
|
Chicago, IL
|
Residential-for-sale: construction
|
3
|
12/2018
|
60
|
92
|
Y
|
12/2023
|
Manhattan, NY
|
Hotel
|
2
|
01/2017
|
60
|
—
|
|
01/2022
|
Miami, FL
|
Multifamily
|
3
|
11/2014
|
57
|
—
|
|
11/2021
|
Various
|
Multifamily
|
3
|
05/2016
|
50
|
2
|
|
06/2019
|
Brooklyn, NY
|
Residential-for-sale: inventory
|
3
|
05/2018
|
50
|
—
|
|
04/2021
|
Manhattan, NY
|
Multifamily
|
3
|
10/2017
|
43
|
—
|
|
10/2022
|
London, UK
|
Hotel
|
3
|
12/2015
|
42
|
2
|
|
12/2020
|
St. Thomas, USVI
|
Multifamily
|
3
|
12/2017
|
42
|
—
|
|
01/2020
|
Manhattan, NY
|
Hotel
|
3
|
02/2018
|
38
|
—
|
|
03/2023
|
Pittsburgh, PA
|
Residential-for-sale: construction
|
3
|
01/2018
|
33
|
47
|
Y
|
01/2023
|
Manhattan, NY
|
Multifamily
(3)
|
5
|
11/2014
|
32
|
—
|
|
11/2019
|
Williston, ND
|
Residential-for-sale: inventory
(3)
|
5
|
02/2014
|
24
|
—
|
|
04/2020
|
Bethesda, MD
|
Mixed Use
|
3
|
07/2017
|
14
|
—
|
|
08/2019
|
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)
|
201
|
Y
|
12/2022
|
London, UK
|
Sub-total / Weighted Average
Commercial mortgage loans
|
3.1
|
|
$4,003
|
$968
|
13%
|
2.7 Years
|
|
Subordinate Loan Portfolio
|
|||||||
Property Type
|
Risk Rating
|
Origination Date
|
Amortized Cost
|
Unfunded Commitment
|
Construction Loan
(4)
|
Fully-extended Maturity
|
Location
|
Residential-for-sale: construction
(2)
|
3
|
06/2015
|
$189
|
—
|
Y
|
02/2021
|
Manhattan, NY
|
Office
|
3
|
01/2019
|
99
|
—
|
|
12/2025
|
Manhattan, NY
|
Healthcare
|
3
|
01/2019
|
95
|
—
|
|
01/2024
|
Various
|
Residential-for-sale: construction
|
3
|
12/2017
|
86
|
24
|
Y
|
06/2022
|
Manhattan, NY
|
Residential-for-sale: construction
|
3
|
01/2016
|
83
|
—
|
Y
|
02/2021
|
Manhattan, NY
|
Other
|
3
|
09/2017
|
72
|
—
|
|
09/2022
|
Various
|
Multifamily
|
3
|
10/2015
|
63
|
—
|
|
07/2019
|
Manhattan, NY
|
Residential-for-sale: construction
|
3
|
12/2017
|
61
|
—
|
Y
|
04/2023
|
Los Angeles, CA
|
Healthcare
|
3
|
01/2015
|
49
|
—
|
|
12/2019
|
Various
|
Residential-for-sale: construction
(2)
|
3
|
11/2017
|
43
|
—
|
Y
|
02/2021
|
Manhattan, NY
|
Mixed Use
|
3
|
01/2017
|
42
|
—
|
|
02/2027
|
Cleveland, OH
|
Mixed Use
|
3
|
02/2019
|
38
|
—
|
Y
|
12/2022
|
London, UK
|
Residential-for-sale: inventory
|
3
|
10/2016
|
36
|
—
|
|
10/2020
|
Manhattan, NY
|
Industrial
|
3
|
05/2013
|
32
|
—
|
|
05/2023
|
Various
|
Residential-for-sale: inventory
|
3
|
06/2017
|
25
|
—
|
|
12/2020
|
Manhattan, NY
|
Hotel
|
3
|
06/2015
|
25
|
—
|
|
07/2025
|
Phoenix, AZ
|
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
|
14
|
38
|
Y
|
12/2023
|
Brooklyn, NY
|
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
|
Sub total / Weighted-Average- Subordinate loans
|
3.0
|
|
$1,184
|
$71
|
43%
|
3.4 Years
|
|
|
|
|
|
|
|
|
|
Total / Weighted-Average
Loan Portfolio
|
3.1
|
|
$5,187
|
$1,039
|
20%
|
2.9 Years
|
|
|
|
Average month-end balances for the three months ended March 31, 2019
|
||||||
Description
|
|
Assets
|
|
Related debt
|
||||
Commercial mortgage loans, net
|
|
$
|
4,038,172
|
|
|
$
|
2,195,782
|
|
Subordinate loans, net
|
|
1,169,429
|
|
|
—
|
|
|
Three months ended March 31,
|
|
2019 vs 2018
|
||||||||
|
2019
|
|
2018
|
|
|
||||||
Net interest income:
|
|
|
|
|
|
||||||
Interest income from commercial mortgage loans
|
$
|
78,286
|
|
|
$
|
52,114
|
|
|
$
|
26,172
|
|
Interest income from subordinate loans
|
40,839
|
|
|
33,853
|
|
|
6,986
|
|
|||
Interest expense
|
(36,295
|
)
|
|
(22,740
|
)
|
|
(13,555
|
)
|
|||
Net interest income
|
82,830
|
|
|
63,227
|
|
|
19,603
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
General and administrative expenses
|
(6,151
|
)
|
|
(4,998
|
)
|
|
(1,153
|
)
|
|||
Management fees to related party
|
(9,613
|
)
|
|
(8,092
|
)
|
|
(1,521
|
)
|
|||
Total operating expenses
|
(15,764
|
)
|
|
(13,090
|
)
|
|
(2,674
|
)
|
|||
Other income
|
518
|
|
|
203
|
|
|
315
|
|
|||
Foreign currency gain
|
6,894
|
|
|
10,125
|
|
|
(3,231
|
)
|
|||
Loss on derivative instruments
|
(6,720
|
)
|
|
(11,032
|
)
|
|
4,312
|
|
|||
Net income
|
$
|
67,758
|
|
|
$
|
49,433
|
|
|
$
|
18,325
|
|
|
March 31, 2019
|
|
December 31, 2018
|
Debt to Equity Ratio
(1)
|
1.0x
|
|
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)
|
$
|
743,438
|
|
|
$
|
1,709,875
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,453,313
|
|
Convertible senior notes, net
|
28,750
|
|
|
57,500
|
|
|
601,190
|
|
|
—
|
|
|
687,440
|
|
|||||
Unfunded loan commitments
(2)
|
505,512
|
|
|
533,578
|
|
|
—
|
|
|
—
|
|
|
1,039,090
|
|
|||||
Total
|
$
|
1,277,700
|
|
|
$
|
2,300,953
|
|
|
$
|
601,190
|
|
|
$
|
—
|
|
|
$
|
4,179,843
|
|
(1)
|
Based on the applicable benchmark rates as of
March 31, 2019
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.
|
|
Three months ended March 31, 2019
(1)
|
||||||||
|
|
|
|
|
|
||||
Weighted-Averages
|
Face
|
|
Price
|
|
Shares
|
||||
Weighted-average diluted shares - GAAP
|
|
|
|
|
164,683,086
|
|
|||
2019 Notes
(2)
|
$
|
26,487
|
|
|
$17.17
|
|
(1,542,708
|
)
|
|
2022 Notes
|
$
|
345,000
|
|
|
$19.91
|
|
(17,327,970
|
)
|
|
2023 Notes
|
$
|
230,000
|
|
|
$20.53
|
|
(11,205,301
|
)
|
|
Unvested RSUs
|
—
|
|
|
—
|
|
|
1,849,564
|
|
|
Weighted-average diluted shares - Operating Earnings
|
|
|
|
|
136,456,671
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income available to common stockholders
|
$
|
60,923
|
|
|
$
|
42,598
|
|
Adjustments:
|
|
|
|
||||
Equity-based compensation expense
|
3,901
|
|
|
3,342
|
|
||
Loss on derivative instruments
|
6,720
|
|
|
11,032
|
|
||
Foreign currency gain, net
|
(6,894
|
)
|
|
(10,125
|
)
|
||
Net realized gains relating to interest income on foreign currency hedges, net
(1)
|
418
|
|
|
(237
|
)
|
||
Net realized gains relating to forward points on foreign currency hedges, net
|
2,431
|
|
|
174
|
|
||
Amortization of the convertible senior notes related to equity reclassification
|
909
|
|
|
1,140
|
|
||
Total adjustments:
|
7,485
|
|
|
5,326
|
|
||
Operating Earnings
|
$
|
68,408
|
|
|
$
|
47,924
|
|
Diluted Operating Earnings per share of common stock
(2)
|
$
|
0.50
|
|
|
$
|
0.43
|
|
Weighted-average diluted shares - Operating Earnings
|
136,456,671
|
|
|
111,871,429
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Stockholders' Equity
|
$
|
2,539,824
|
|
|
$
|
2,509,747
|
|
Series B Preferred Stock (Liquidation Preference)
|
(169,260
|
)
|
|
(169,260
|
)
|
||
Series C Preferred Stock (Liquidation Preference)
|
(172,500
|
)
|
|
(172,500
|
)
|
||
Common Stockholders' Equity
|
$
|
2,198,064
|
|
|
$
|
2,167,987
|
|
Common Stock
|
136,254,352
|
|
|
133,853,565
|
|
||
Book value per share
|
$
|
16.13
|
|
|
$
|
16.20
|
|
•
|
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
|
|
$
|
2,349,599
|
|
|
$
|
11,748
|
|
|
$
|
0.09
|
|
|
$
|
(10,073
|
)
|
|
$
|
(0.07
|
)
|
GBP
|
|
284,758
|
|
|
1,424
|
|
|
0.01
|
|
|
(789
|
)
|
|
(0.01
|
)
|
|||||
Total:
|
|
$
|
2,634,357
|
|
|
$
|
13,172
|
|
|
$
|
0.10
|
|
|
$
|
(10,862
|
)
|
|
$
|
(0.08
|
)
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
31.1*
|
|
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31.2*
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32.1*
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase
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*
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Filed herewith.
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APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
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April 24, 2019
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By:
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/s/ Stuart A. Rothstein
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Stuart A. Rothstein
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President and Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ Jai Agarwal
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Jai Agarwal
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Chief Financial Officer, Treasurer and Secretary
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(Principal Financial Officer and Principal Accounting Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Apollo Commercial Real Estate Finance, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: April 24, 2019
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By:
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/s/ Stuart A. Rothstein
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Name:
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Stuart A. Rothstein
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Title:
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President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Apollo Commercial Real Estate Finance, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: April 24, 2019
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By:
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/s/ Jai Agarwal
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Name:
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Jai Agarwal
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Title:
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Chief Financial Officer, Treasurer and Secretary
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Date: April 24, 2019
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By:
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/s/ Stuart A. Rothstein
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Name:
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Stuart A. Rothstein
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Title:
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President and Chief Executive Officer
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Date: April 24, 2019
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By:
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/s/ Jai Agarwal
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Name:
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Jai Agarwal
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Title:
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Chief Financial Officer, Treasurer and Secretary
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