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the general political, economic and competitive conditions in the United States and in any foreign jurisdictions in which we invest;
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the level and volatility of prevailing interest rates and credit spreads;
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adverse changes in the real estate and real estate capital markets;
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general volatility of the securities markets in which we participate;
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changes in our business, investment strategies or target assets;
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difficulty in obtaining financing or raising capital;
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adverse legislative or regulatory developments;
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reductions in the yield on our investments and increases in the cost of our financing;
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acts of God such as hurricanes, earthquakes and other natural disasters, acts of war and/or terrorism and other events that may cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real estate securing our investments;
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deterioration in the performance of properties securing our investments that may cause deterioration in the performance of our investments and, potentially, principal losses to us;
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defaults by borrowers in paying debt service on outstanding indebtedness;
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the adequacy of collateral securing our investments and declines in the fair value of our investments;
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adverse developments in the availability of desirable investment opportunities whether they are due to competition, regulation or otherwise;
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difficulty in successfully managing our growth, including integrating new assets into our existing systems;
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the cost of operating our platform, including, but not limited to, the cost of operating a real estate investment platform and the cost of operating as a publicly traded company;
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the availability of qualified personnel and our relationship with our Manager;
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subsidiaries of KKR & Co. Inc. control us and KKR's interests may conflict with those of our stockholders in the future;
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our qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes and our exclusion from registration under the Investment Company Act of 1940, as amended (the "Investment Company Act"); and
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authoritative accounting principles generally accepted in the United States of America ("GAAP") or policy changes from such standard-setting bodies such as the Financial Accounting Standards Board (the "FASB"), the Securities and Exchange Commission (the "SEC"), the Internal Revenue Service (the "IRS"), the New York Stock Exchange (the "NYSE") and other authorities that we are subject to, as well as their counterparts in any foreign jurisdictions where we might do business.
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Senior Loans—We focus on originating and acquiring senior loans that are backed by CRE properties. These loans are secured by real estate and evidenced by a first-priority mortgage. The loans may vary in duration, bear interest at a fixed or floating rate and amortize, and typically require a balloon payment of principal at maturity, but are typically anticipated to be floating rate and shorter-term duration. These investments may include whole loans or pari passu participations within such senior loans.
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Mezzanine Loans—We may syndicate senior participations in our originated senior loans to other investors and retain a subordinated debt position for our portfolio, typically a mezzanine loan. We may also directly originate or acquire mezzanine loans. These are loans (including pari passu participations in such loans) made to the owner of a mortgage borrower and secured by a pledge of equity interests in the mortgage borrower. These loans are subordinate to a senior loan, but senior to the owner's equity. These loans may be tranched into senior and junior mezzanine loans, with the junior mezzanine lenders secured by a pledge of the equity interests in the more senior mezzanine borrower. The mezzanine lender typically has additional rights as compared to the more senior lenders, including the right to cure defaults under the senior loan and any senior mezzanine loan and purchase the senior loan and any senior mezzanine loan, in each case under certain circumstances following a default on the senior loan. Following a default on a mezzanine loan, and subject to negotiated terms with the mortgage lender or other mezzanine lenders, the mezzanine lender generally has the right to foreclose on its equity interest and become the owner of the property, directly or indirectly, subject to the lien of the senior loan and any other debt senior to it including any outstanding senior mezzanine loans.
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Preferred Equity—We may make investments that are subordinate to any mortgage or mezzanine loan, but senior to the common equity of the mortgage borrower or owner of a mortgage borrower, as applicable. Preferred equity investments typically pay a preferred return from the investment's cash flow rather than interest payments and often have the right for such preferred return to accrue if there is insufficient cash flow for current payment. These interests
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CMBS B-Pieces (New Issue)—We may also make investments that consist of below investment-grade bonds comprising some or all of the BB-rated, B-rated and unrated tranches of a CMBS securitization pool. The underlying loans are typically aggregated into a pool and sold as securities to different investors. Under the pooling and servicing agreements that govern these pools, the loans are administered by a trustee and servicers, who act on behalf of all investors and distribute the underlying cash flows to the different classes of securities in accordance with their seniority. The below-investment grade securities that comprise each CMBS B-Piece have generally in the past been acquired in aggregate. Due to their first loss position, these investments are typically offered at a discount to par. These investments typically carry a 10-year weighted average life due to prepayment restrictions. We generally intend to hold these investments through maturity, but may, from time to time, opportunistically sell positions should liquidity become available or be required. Under the risk retention rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") that went into effect in December 2016, CMBS B-Piece investments may also include BBB-rated securities and are subject to certain additional restrictions that, among other things, prohibit hedging CMBS B-Pieces or selling CMBS B-Pieces for a period of at least five years from the date the investment was made. We currently make CMBS B-Piece investments indirectly through our investment in an aggregator vehicle alongside KKR Real Estate Credit Opportunity Partners L.P. ("RECOP"), a KKR-managed investment fund. See Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Portfolio."
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Other Real Estate Securities—We may make investments in real estate that take the form of CMBS (other than CMBS B-Pieces) or Collateralized Loan Obligations ("CLO") that are collateralized by pools of real estate debt instruments, often senior loans. We may also acquire the debt securities of other REITs or other entities engaged in real estate operating or financing activities, but generally not for the purpose of exercising control over such entities.
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(A)
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Excludes CMBS B-Pieces. Our CMBS B-Piece portfolio diversification is as follows and is inclusive of our $29.6 million investment in RECOP, an unconsolidated VIE of which KREF is not the primary beneficiary:
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Property Type: Office (28.4%), Retail (24.8%) Hospitality (15.3%), and Other (31.5%). As of December 31, 2018, no other individual property type comprised more than 10% of our total CMBS B‑Piece portfolio.
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Geography: California (23.0%), New York (12.5%) Texas (8.5%) and Other (56.0%). As of December 31, 2018, no other individual geography comprised more than 5% of our total CMBS B‑Piece portfolio.
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Vintage: 2015 (19.6%), 2016 (10.2%), and 2017 (70.2%).
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Portfolio Financing Outstanding Principal Balance
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Maximum Capacity
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||||
Master repurchase agreements
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$
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1,157,261
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$
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2,000,000
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Asset specific financing
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60,000
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200,000
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Term loan financing
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748,414
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1,000,000
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Revolving credit agreements
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—
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100,000
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Collateralized loan obligations
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810,000
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810,000
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Loan participations sold
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85,880
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85,880
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Non-consolidated senior interests
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67,155
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67,155
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Total portfolio financing
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$
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2,928,710
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$
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4,263,035
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seeking to invest our capital in a broad range of investments in or relating to CRE debt;
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not making investments that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes;
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not making investments that would cause us or any of our subsidiaries to be required to be registered as an investment company under the Investment Company Act;
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allowing allocation of investment opportunities sourced by our Manager to one or more KKR funds advised by our Manager or its affiliates in addition to us, in accordance with the allocation policy then in effect, as applied by our Manager in a fair and equitable manner;
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prior to the deployment of capital into investments, causing our capital to be invested in any short-term investments in money market funds, bank accounts, overnight repurchase agreements with primary federal reserve bank dealers collateralized by direct U.S. government obligations and other instruments or investments reasonably determined by our Manager to be of high quality; and
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investing not more than 25% of our "equity" in any individual investment without the approval of a majority of our board of directors or a duly constituted committee of our board of directors (it being understood, however, that for purposes of the foregoing concentration limit, in the case of any investment that is comprised (whether through a structured investment vehicle or other arrangement) of securities, instruments or assets of multiple portfolio issuers, such investment for purposes of the foregoing limitation will be deemed to be multiple investments in such underlying securities, instruments and assets and not such particular vehicle, product or other arrangement in which they are aggregated).
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(1)
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As of December 31, 2018. Assumes loans are drawn up to maximum approved advance rate based on current principal amount outstanding as of December 31, 2018.
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acquire investments subject to rights of senior classes, special servicers or collateral managers under intercreditor, servicing agreements or securitization documents;
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pledge our investments as collateral for financing arrangements;
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acquire only a minority and/or a non-controlling participation in an underlying investment;
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co-invest with others through partnerships, joint ventures or other entities, thereby acquiring non-controlling interests; or
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rely on independent third-party management or servicing with respect to the management of an asset.
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tenant mix and tenant bankruptcies;
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success of tenant businesses;
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property management decisions, including with respect to capital improvements, particularly in older building structures;
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property location and condition;
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competition from other properties offering the same or similar services;
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changes in laws that increase operating expenses or limit rents that may be charged;
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any liabilities relating to environmental matters at the property;
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changes in national, regional or local economic conditions and/or specific industry segments;
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declines in national, regional or local real estate values;
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declines in national, regional or local rental or occupancy rates;
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changes in interest rates and in the state of the credit and securitization markets and the debt and equity capital markets, including diminished availability or lack of debt financing for CRE;
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changes in real estate tax rates and other operating expenses;
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changes in governmental rules, regulations and fiscal policies, including income tax regulations and environmental legislation;
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acts of God, terrorism, social unrest and civil disturbances, which may decrease the availability of or increase the cost of insurance or result in uninsured losses; and
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adverse changes in zoning laws.
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Lack of Liquidity: Derivative instruments, especially when purchased in large amounts, may not be liquid in all circumstances, so that in volatile markets we may not be able to close out a position without incurring a loss. Although both OTC and exchange-traded derivative markets may experience the lack of liquidity, OTC non-standardized derivative transactions are generally less liquid than exchange-traded instruments, particularly because participants in OTC markets are not required to make continuous markets in the contracts they trade.
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Volatility: The prices of derivative instruments, including swaps, futures, forwards and options, are highly volatile and such instruments may subject us to significant losses. The value of such derivatives also depends upon the price of the underlying asset, reference rate or index, which may also be subject to volatility. In addition, actual or implied daily limits on price fluctuations and speculative position limits on the exchanges or OTC markets in which we may conduct our transactions in derivative instruments may prevent prompt liquidation of positions, subjecting us to the potential of greater losses. Derivative instruments that may be purchased or sold by us may include instruments not traded on an exchange. The risk of nonperformance by the obligor on such an instrument may be greater and the ease with which we can dispose of or enter into closing transactions with respect to such an instrument may be less than in the case of an exchange-traded instrument. In addition, significant disparities may exist between “bid” and “asked” prices for derivative instruments that are traded OTC and not on an exchange. Such OTC derivatives are also typically not subject to the same type of investor protections or governmental regulation as exchange traded instruments.
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Imperfect Correlation: When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying asset, reference rate or index sought to be hedged may prevent us from achieving the intended hedging effect or expose us to the risk of loss. The imperfect correlation between the value of a derivative and the underlying assets may result in losses on the derivative transaction that are greater than the gain in the value of the underlying assets in our portfolio.
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Valuation Risk: The derivative instruments used by us may be difficult to value or involve the risk of mispricing or improper valuation, especially where the markets for such derivatives instruments are illiquid and/or such derivatives involve complex structures, or where there is imperfect correlation between the value of the derivative instrument and the underlying asset, reference rate or index.
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Counterparty Risk: Derivative instruments also involve exposure to counterparty risk, since contract performance depends in part on the financial condition of the counterparty. See “-Risks Related to Our Financing and Hedging -We will be subject to counterparty risk associated with any hedging activities.”
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currency exchange matters, including fluctuations in currency exchange rates and costs associated with conversion of investment principal and income from one currency to another;
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less developed or efficient financial markets than in the United States, which may lead to potential price volatility and relative illiquidity;
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the burdens of complying with international regulatory requirements and prohibitions that differ between jurisdictions;
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changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could adversely impact the returns on our investments;
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a less developed legal or regulatory environment, differences in the legal and regulatory environment or enhanced legal and regulatory compliance;
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political hostility to investments by foreign investors;
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higher inflation rates;
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higher transaction costs;
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difficulty enforcing contractual obligations;
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fewer investor protections;
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potentially adverse tax consequences; or
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other economic and political risks.
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our cash flow from operations may be insufficient to make required payments of principal of and interest on our debt or we may fail to comply with covenants contained in our debt agreements, which is likely to result in (1) acceleration
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our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase in an amount sufficient to offset the higher financing costs;
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we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, stockholder distributions or other purposes; and
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we may not be able to refinance any debt that matures prior to the maturity (or realization) of an underlying investment it was used to finance on favorable terms or at all.
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general economic or market conditions;
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the market's view of the quality of our assets;
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the market's perception of our growth potential;
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our current and potential future earnings and cash distributions; and
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the market price of the shares of our common stock.
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interest, currency and/or credit hedging can be expensive and may result in us generating less net income;
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available interest or currency rate hedges may not correspond directly with the interest rate or currency risk for which protection is sought;
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due to a credit loss, prepayment or asset sale, the duration of the hedge may not match the duration of the related asset or liability;
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the amount of income that a REIT may earn from hedging transactions (other than hedging transactions that satisfy certain requirements of the Internal Revenue Code of 1986, as amended (the "Code") or that are done through a taxable REIT subsidiary) to offset interest rate losses is limited by U.S. federal income tax provisions governing REITs;
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the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;
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we may fail to recalculate, readjust and execute hedges in an efficient manner; and
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legal, tax and regulatory changes could occur and may adversely affect our ability to pursue hedging strategies and/or increase the costs of implementing such strategies.
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asset or instrument types targeted may differ;
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our use of leverage and hedging strategies may differ;
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our fee structures differ;
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we may not acquire or sell assets at similar times; and
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the other vehicles advised by affiliates of our Manager have operated under market conditions that may differ materially from market conditions that will exist at the time we make investments.
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Fees and expenses. KKR may earn fees and/or other compensation from us, our holding vehicles and other entities through which we invest, and, in connection with equity investments made by us, if any, entities in which we invest ("portfolio entities"). In particular, KKR has in the past and may in the future act as underwriter or placement agent in connection with an offering of securities or instruments by us and other entities in which we invest and may also provide syndication services to such entities, including in respect of co-investments in transactions in which we participate. The fee potential inherent in a particular investment or transaction could be viewed as an incentive for our Manager to seek to refer, allocate or recommend an investment or transaction to us. In addition, we or our portfolio entities may engage consultants, including KKR Capstone, a group of entities that are not KKR affiliates or subsidiaries but operate under several consulting agreements with KKR, and our Manager's network of senior advisors, industry advisors and real estate consultants. We will directly bear, or indirectly bear through portfolio entities, the cost of operating and consulting services provided by these consultants. While our Manager believes that the fees, reimbursable expenses and other compensation paid to these consultants are reasonable and generally at market rates for the relevant activities, such compensation is not negotiated at arm's length and from time to time may be in excess of fees, reimbursable expenses or other compensation that may be charged by comparable third parties. In addition, we may provide loans or otherwise invest alongside one or more KKR investment vehicles or with KKR (investing for their own account) and other co-investors. We and KKR investment vehicles may also pursue similar real estate credit investment strategies. Our Manager and KKR will determine, in their sole discretion, the appropriate allocation of investment-related expenses, including broken deal expenses incurred in respect of unconsummated investments and expenses more generally relating to a particular investment strategy, among the funds, vehicles and accounts participating or that would have participated in such investments or that otherwise participate in the relevant investment strategy, as applicable, which may result in us bearing more or less of these expenses than other participants or potential participants in the relevant investments.
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KKR's investment advisory and proprietary activities. KKR may make strategic investments or enter into transactions for operational funding purposes, which, in each case, will be investments or transactions that are not offered to us, and also may make opportunistic investments pursuant to investment strategies that mirror, or are similar to in whole or in part, investment strategies implemented by us and KKR on behalf of itself and KKR investment vehicles. Therefore, KKR and its affiliates may compete with, and have interests adverse to us. The existence of KKR, its affiliates and KKR investment vehicles investing in the same or similar investments that may be made by us could, among other adverse consequences, affect the terms of loans and other investments pursued by us and the demand for such financing. In such circumstances, KKR's interest in maximizing the investment return of its proprietary entities creates a conflict of interest in that our Manager may be motivated to allocate more attractive investments to the proprietary entities under its management and allocate less attractive investments to us. Similarly, KKR may be motivated to allocate scarce investment opportunities to the proprietary entities under its management rather than to us. Additionally, KKR has in the past given and is expected to continue to give advice or take action (including entering into short sales or other "opposite way trading" activities) with respect to the investments held by, and transactions of, KKR investment vehicles or proprietary entities of KKR that are different from or otherwise inconsistent with, the advice given or timing or nature of any action taken with respect to the investments held by us and our transactions. Additionally, the investment programs employed by KKR for KKR investment vehicles or
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Other KKR activities. Conflicts of interest may arise in allocating time, services or resources among our investment activities, KKR investment vehicles, KKR, other entities affiliated with KKR and the senior officers of KKR. Although members of the KKR Real Estate team intend to devote such time as may be necessary to conduct our business affairs in an appropriate manner, our Manager and KKR will continue to devote the resources necessary to manage the investment activities of KKR, KKR investment vehicles, other entities affiliated with KKR and the executives of KKR and, therefore, conflicts may arise in the allocation of time, services and resources. KKR is not precluded from conducting activities unrelated to us. In addition, KKR may expand the range of services that it provides over time. Except as and to the extent expressly provided in the management agreement with our Manager, our Manager and KKR will not be restricted in the scope of their business or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest.
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No assurance of ability to participate in investment opportunities. As indicated above, certain KKR investment vehicles, including any seed investments, do and may in the future pursue the same investment opportunities as us. Subject to our organizational documents and governing agreements, KKR has sole discretion to determine the manner in which investment opportunities are allocated between us, KKR and KKR investment vehicles. This allocation presents inherent conflicts of interest where demand exceeds available supply. As a result, our share of investment opportunities may be materially affected by competition from KKR investment vehicles and from proprietary entities of KKR. The conflicts inherent in making such allocation decisions may not always be resolved to our advantage. Generally, and subject to our organizational documents and governing agreements, our Manager will allocate investment opportunities between us and KKR investment vehicles in a manner that is consistent with an allocation methodology established by our Manager reasonably designed to help ensure allocations of opportunities are made over time on a fair and equitable basis. However, we will not necessarily have any priority in respect of any category of investments, and the allocation of investment opportunities in accordance with our Manager's allocation methodology may result in us being allocated less than a pro rata share of an investment opportunity or none of such opportunity. For example, on January 10, 2017 we made a $40.0 million commitment to an aggregator vehicle alongside RECOP, a KKR-managed investment fund. During the aggregator vehicle's investment period, investment opportunities available to KKR that fall within the primary investment strategy of acquiring newly issued CMBS B-Pieces will be shared pro rata between such aggregator vehicle and another KKR aggregator vehicle based on capital commitments. In respect of investments that are within the vehicles' investment objective but outside the primary investment strategy that are suitable for us or other KKR investment vehicles, KKR will allocate such opportunities among the aggregators, us and such other KKR investment vehicles in their sole discretion. For more information, see Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Portfolio." In addition, certain KKR investment vehicles have priority investment rights to certain investment opportunities that may be suitable for us, and such vehicles with priority investment rights could be established by KKR in the future. These include, but are not limited to, KKR's special situations, mezzanine and real estate funds.
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Duties owed to KKR investment vehicles. KKR, including our Manager, may structure an investment as a result of which one or more KKR investment vehicles are offered the opportunity to participate in the same or separate debt tranche of an investment allocated to us. As advisor to such KKR investment vehicles, KKR, including our Manager, may owe a fiduciary or other duty to the KKR investment vehicles and may face a conflict of interest in respect of the advice they give to, or the decisions made with regard to, us and such KKR investment vehicles.
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Co-investments. We may co-invest together with KKR investment vehicles and/or KKR proprietary balance sheet entities in some or all of our investment opportunities. KKR may also offer co-investment opportunities to vehicles in which KKR personnel, non-employee consultants and other associated persons of KKR or any of its affiliate entities may invest and to third-party co-investors. In such circumstances, the size of the investment opportunity otherwise available to us may be less than it would otherwise have been, and we may participate in such opportunities on different and potentially less favorable economic terms than such parties if our Manager deems such participation as being otherwise in our best interests. Furthermore, when KKR proprietary entities or KKR investment vehicles have interests or requirements that do not align with our interests, including differing liquidity needs or desired investment horizons, conflicts may arise in the manner in which any voting or control rights are exercised with respect to the relevant investment, potentially resulting in an adverse impact on us. Generally, such transactions are not required to be presented to our board of directors for approval, and there can be no assurances that any conflicts will be resolved in our favor.
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Investments in which KKR and/or KKR investment vehicles have a different principal interest. Without the approval of KKR's global conflicts and compliance committee, we will not acquire a controlling interest in any class or tranche of debt securities of any borrower in which KKR or any KKR investment vehicle has a pre-existing controlling equity interest (excluding any investments shared by us and such parties upon initial investment or any related follow-on investment). However, in circumstances where KKR's global conflicts and compliance committee approves a transaction of this type, approval by our board of directors is generally not required, and our interests and those of KKR or such KKR investment vehicle may not always be aligned, which may give rise to actual or potential conflicts of interest and actions taken for us may be adverse to KKR or such KKR investment vehicle, or vice versa.
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Competing interests; allocation of resources. KKR may make investments on behalf of itself and/or KKR investment vehicles that are competitive with our investments. In providing advice and recommendations to, or with respect to, such investments and in dealing in such investments on behalf of such KKR investment vehicles or KKR, to the extent permitted by law, KKR will not take into consideration our interests or our Manager's investments. Accordingly, such advice, recommendations and dealings may result in adverse consequences to us and our investments. Conflicts of interest may also arise with respect to the allocation of our Manager's time and resources between our investments and other investments. In addition, conflicts of interest may arise where KKR personnel and non-employee consultants serve as directors or interim executives of, or otherwise are associated with, our portfolio entities (e.g., if the entity is in financial difficulty) or entities that are competitors of certain of our portfolio entities.
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Information sharing. Although we have leveraged, and plan to continue to leverage KKR's firm-wide resources to help source, conduct due diligence on, structure, syndicate and create value for our investments, the information-sharing policies and procedures of KKR relating to confidential information and the information barrier between the public and private side of KKR, as well as certain legal and contractual and tax constraints, could significantly limit our ability to do so. In addition, in providing services in respect of our investments and other investments, our Manager may come into possession of information that it is prohibited from acting on (including on our behalf) or disclosing as a result of applicable confidentiality requirements or applicable law, even though such action or disclosure would be in our interests. Furthermore, to the extent not restricted by confidentiality requirements or applicable law, KKR may apply experience and information gained in providing services to our investments to provide services to competing investments of KKR investment vehicles, which may have adverse consequences for us or our investments.
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Other affiliate transactions. We may borrow money from multiple lenders, including KKR. Although our Manager will approve such transactions only on terms, including the consideration to be paid, that are determined by our Manager in good faith to be appropriate for us, it is possible that the interests of such affiliated lender could be in conflict with ours and the interests of our stockholders. KKR may also, on our behalf, effect transactions, including transactions in the secondary markets where KKR is also acting as a broker or other advisor on the other side of the same transaction. Notwithstanding that KKR may not receive commissions from such agency cross-transactions, it may nonetheless have a potential conflict of interest with respect to us and the other parties to those transactions to the extent it receives commissions or other compensation from such other parties.
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KKR stakes in third-party hedge fund managers. KKR has stakes in third-party hedge fund managers. Funds and accounts managed by such third-party managers and underlying portfolio funds and accounts may invest in securities or other financial instruments of companies in which we may also have an interest, or in competitors of ours or our investments. Actions taken by any of these third-party hedge fund managers in respect of any of the foregoing may adversely impact our company.
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Transactions with any KKR fund or affiliate. Pursuant to the terms of the management agreement, and subject to applicable law, our Manager will not consummate on our behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from KKR, any KKR fund or any of their affiliates unless such transaction (A) is on terms no less favorable to us than could have been obtained on an arm's length basis from an unrelated third party and (B) has been approved in advance by a majority of our independent directors. Although our Manager will seek to resolve any conflicts of interest in a fair and equitable manner in accordance with the allocation policy and its prevailing policies and procedures with respect to conflicts resolution among KKR funds generally, only those transactions set forth in this paragraph will be required to be presented for approval by the independent directors.
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Management agreement. The management agreement was negotiated between related parties and its terms, including fees payable to our Manager, may not be as favorable to us as if they had been negotiated with an unaffiliated third
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•
|
Service providers. Certain advisors and other service providers, or their affiliates (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants and investment or commercial banking firms), to us and our investments may also provide goods or services to or have business, personal, political, financial or other relationships with KKR (including our Manager). Such advisors and service providers may be investors in KKR investment vehicles, sources of investment opportunities for KKR, our company or KKR investment vehicles or may otherwise be co-investors with or counterparties to transactions involving the foregoing. These relationships may influence our Manager in deciding whether to select or recommend such a service provider to perform services for us or a borrower (the cost of which will generally be borne directly or indirectly by us or such borrower, as applicable).
|
•
|
we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct distributions to stockholders in computing taxable income and being subject to U.S. federal income tax on taxable income at regular corporate income tax rates
|
•
|
any resulting tax liability could be substantial and could have a material adverse effect on our book value;
|
•
|
unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes as described above, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we do not qualify as a REIT and for which we had taxable income; and
|
•
|
we generally would not be eligible to elect to be taxed as a REIT for the subsequent four full taxable years.
|
•
|
are not required to have a board of directors that is comprised of a majority of "independent directors," as defined under the rules of such exchange;
|
•
|
are not required to have a compensation committee that is comprised entirely of independent directors; and
|
•
|
are not required to have a nominating and corporate governance committee that is comprised entirely of independent directors.
|
•
|
80% of the votes entitled to be cast by stockholders; and
|
•
|
two-thirds of the votes entitled to be cast by stockholders other than the interested stockholder and affiliates and associates thereof.
|
•
|
one-tenth or more but less than one-third;
|
•
|
one-third or more but less than a majority; or
|
•
|
a majority or more of all voting power.
|
•
|
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 as being material to the cause of action adjudicated.
|
•
|
our ability to make profitable investments;
|
•
|
margin calls or other expenses that reduce our cash flow;
|
•
|
defaults in our asset portfolio or decreases in the value of our portfolio; and
|
•
|
the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Per Share
|
|
2017
|
|
|
|
|
|
|
|
February 3, 2017
|
|
February 3, 2017
|
|
February 3, 2017
|
|
0.35
|
|
April 18, 2017
|
|
April 18, 2017
|
|
April 18, 2017
|
|
0.28
|
|
June 14, 2017
|
|
June 30, 2017
|
|
July 14, 2017
|
|
0.25
|
|
September 14, 2017
|
|
September 30, 2017
|
|
October 12, 2017
|
|
0.37
|
|
December 14, 2017
|
|
December 29, 2017
|
|
January 12, 2018
|
|
0.37
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
|
|
|
|
|
March 12, 2018
|
|
March 29, 2018
|
|
April 13, 2018
|
|
0.40
|
|
May 7, 2018
|
|
June 29, 2018
|
|
July 13, 2018
|
|
0.43
|
|
September 11, 2018
|
|
September 28, 2018
|
|
October 12, 2018
|
|
0.43
|
|
December 17, 2018
|
|
December 28, 2018
|
|
January 11, 2019
|
|
0.43
|
|
|
|
Period Ending
|
|||||||
|
|
5/5/2017
|
|
12/31/2017
|
|
12/31/2018
|
|||
KKR Real Estate Finance Trust, Inc.
|
|
100.0
|
|
|
102.3
|
|
|
106.4
|
|
Russell 2000
|
|
100.0
|
|
|
111.6
|
|
|
99.3
|
|
Bloomberg REIT Mortgage Index
|
|
100.0
|
|
|
107.8
|
|
|
105.9
|
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants, and rights(1)
|
|
Weighted-average exercise price of outstanding options, warrants and rights(2)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column 1)
|
||||
Equity compensation plans approved by security holders
|
|
459,179
|
|
|
$
|
—
|
|
|
3,947,449
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
459,179
|
|
|
$
|
—
|
|
|
3,947,449
|
|
(1)
|
Reflects the aggregate number of equity-based awards granted under our Amended and Restated KKR Real Estate Finance Trust Inc. 2016 Omnibus Incentive Plan that remained outstanding as of December 31, 2018. All of these awards were in the form of restricted stock units.
|
(2)
|
Restricted stock units are not exercisable for consideration.
|
Period Beginning
|
|
Period Ending
|
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced program
|
|
Amounts paid for shares purchased as part of publicly announced program
|
|
Approximate dollar value of shares that may yet be purchased under the program
|
||||||||
October 1, 2018
|
|
October 31, 2018
|
|
414
|
|
|
$
|
19.50
|
|
|
723,921
|
|
|
$
|
8,000
|
|
|
$
|
99,303,000
|
|
November 1, 2018
|
|
November 30, 2018
|
|
—
|
|
|
—
|
|
|
723,921
|
|
|
—
|
|
|
99,303,000
|
|
|||
December 1, 2018
|
|
December 31, 2018
|
|
925,959
|
|
|
19.12
|
|
|
1,649,880
|
|
|
17,700,000
|
|
|
81,603,000
|
|
|||
Total/Average
|
|
|
|
926,373
|
|
|
$
|
19.12
|
|
|
|
|
$
|
17,708,000
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||
(in thousands, except ratio, share, and per share data)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
||||||||
Net Interest Income
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
183,575
|
|
|
$
|
83,145
|
|
|
$
|
32,659
|
|
|
$
|
12,536
|
|
Interest expense
|
|
85,017
|
|
|
21,224
|
|
|
7,432
|
|
|
554
|
|
||||
Total net interest income
|
|
98,558
|
|
|
61,921
|
|
|
25,227
|
|
|
11,982
|
|
||||
Other Income
|
|
20,093
|
|
|
17,688
|
|
|
15,968
|
|
|
10,328
|
|
||||
Total Net Revenue
|
|
118,651
|
|
|
79,609
|
|
|
41,195
|
|
|
22,310
|
|
||||
Operating Expenses
|
|
28,914
|
|
|
18,428
|
|
|
8,569
|
|
|
4,745
|
|
||||
Income (Loss) Before Income Taxes, Noncontrolling Interests and Preferred Dividends
|
|
89,737
|
|
|
61,181
|
|
|
32,626
|
|
|
17,565
|
|
||||
Income tax (benefit) expense
|
|
(70
|
)
|
|
1,102
|
|
|
354
|
|
|
393
|
|
||||
Net Income (Loss)
|
|
89,807
|
|
|
60,079
|
|
|
32,272
|
|
|
17,172
|
|
||||
Redeemable Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
|
|
63
|
|
|
216
|
|
|
302
|
|
|
272
|
|
||||
Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
|
|
—
|
|
|
801
|
|
|
813
|
|
|
137
|
|
||||
Net Income (Loss) Attributable to KKR Real Estate Finance Trust Inc. and Subsidiaries
|
|
89,744
|
|
|
59,062
|
|
|
31,157
|
|
|
16,763
|
|
||||
Preferred Stock Dividends and Redemption Value Adjustment
|
|
2,451
|
|
|
244
|
|
|
16
|
|
|
15
|
|
||||
Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
87,293
|
|
|
$
|
58,818
|
|
|
$
|
31,141
|
|
|
$
|
16,748
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) Per Share of Common Stock
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.58
|
|
|
$
|
1.30
|
|
|
$
|
1.61
|
|
|
$
|
1.95
|
|
Diluted
|
|
$
|
1.58
|
|
|
$
|
1.30
|
|
|
$
|
1.61
|
|
|
$
|
1.95
|
|
Weighted Average Number of Shares of Common Stock Outstanding
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
55,136,548
|
|
|
45,320,358
|
|
|
19,299,597
|
|
|
8,605,876
|
|
||||
Diluted
|
|
55,171,061
|
|
45,321,360
|
|
19,299,597
|
|
8,605,876
|
||||||||
Dividends declared per share of common stock(A)
|
|
$
|
1.69
|
|
|
$
|
1.62
|
|
|
$
|
1.22
|
|
|
$
|
0.73
|
|
Shares of common stock issued and outstanding at period end
|
|
57,596,217
|
|
|
53,685,440
|
|
|
24,158,392
|
|
|
13,636,416
|
|
||||
Book value per share of common stock(B)
|
|
$
|
19.66
|
|
|
$
|
19.73
|
|
|
$
|
20.60
|
|
|
$
|
20.78
|
|
Share price(C)
|
|
$
|
19.15
|
|
|
$
|
20.01
|
|
|
n.a.
|
|
|
n.a.
|
|
||
Price to book(D)
|
|
0.97
|
|
|
1.01
|
|
|
n.a.
|
|
|
n.a.
|
|
||||
Dividend yield(E)
|
|
8.98
|
%
|
|
7.40
|
%
|
|
n.a.
|
|
|
n.a.
|
|
||||
Leverage ratio(F)
|
|
2.6
|
|
|
1.0
|
|
|
0.7
|
|
|
0.3
|
|
||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
||||||||
Total assets(G)
|
|
$
|
4,151,590
|
|
|
$
|
2,137,967
|
|
|
$
|
951,829
|
|
|
$
|
420,090
|
|
Secured financing agreements, net
|
|
1,951,049
|
|
|
964,800
|
|
|
439,144
|
|
|
122,133
|
|
||||
Collateralized loan obligations, net
|
|
800,346
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Convertible notes, net
|
|
137,688
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Redeemable noncontrolling interests in equity of consolidated joint venture
|
|
—
|
|
|
3,090
|
|
|
3,030
|
|
|
4,643
|
|
||||
Redeemable preferred stock
|
|
2,846
|
|
|
949
|
|
|
—
|
|
|
—
|
|
||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
125
|
|
|
125
|
|
||||
Total KKR Real Estate Finance Trust Inc. stockholders' equity
|
|
1,132,342
|
|
|
1,059,145
|
|
|
497,698
|
|
|
281,460
|
|
||||
Noncontrolling interest in equity of consolidated joint venture
|
|
—
|
|
|
—
|
|
|
7,339
|
|
|
4,914
|
|
||||
Total equity(H)
|
|
$
|
1,135,188
|
|
|
$
|
1,063,184
|
|
|
$
|
508,067
|
|
|
$
|
291,017
|
|
(A)
|
Equal to dividends declared on shares of common stock divided by the shares outstanding as of the dividend record date.
|
(B)
|
Book value per share as of December 31, 2018, includes the impact of the cumulative non-cash redemption value adjustments to our redeemable Special Non-Voting Preferred Stock (“SNVPS”) and the initial value of the SNVPS, which reduced our book value per share by $0.05 as of December 31, 2018.
|
(C)
|
Represents the closing price of our common stock reported on the NYSE on the last trading day of the fiscal year.
|
(D)
|
Represents the closing price of our common stock reported on the NYSE on the last trading day at each period end divided by the book value per share at each period end.
|
(E)
|
Represents the annualized fourth quarter dividend divided by the closing stock price on the last trading day of the fiscal year.
|
(F)
|
Represents (i) total outstanding secured debt agreements, convertible notes, loan participations sold, collateralized loan obligations and non-consolidated senior interests, less cash, to (ii) total stockholders’ equity, at each period end.
|
(G)
|
Includes senior loans held in VIEs, net of VIE liabilities.
|
(H)
|
Represents (i) temporary equity, which includes redeemable noncontrolling interests in equity of consolidated joint venture and redeemable preferred stock, and (ii) permanent equity, which includes total KKR Real Estate Finance Trust Inc. stockholders' equity and noncontrolling interests in equity of consolidated joint venture.
|
•
|
Net Income Attributable to Common Stockholders of $87.3 million, or $1.58 per basic and diluted share of common stock, increased 48% and $0.28, respectively, compared to 2017.
|
•
|
Net Core Earnings of $105.9 million, or $1.92 per basic and diluted share of common stock, increased 91% and $0.70 respectively, compared to 2017.
|
•
|
Declared dividends of $1.69 per common share. The fourth quarter dividend of $0.43 per common share produced an annualized yield of 8.75% on our December 31, 2018 book value.
|
•
|
Originated 19 floating-rate senior loans totaling $2.7 billion of commitments, of which $2.4 billion was funded as of December 31, 2018. Average loan size increased by $20.1 million to $143.6 million, a 16% increase over 2017.
|
•
|
Current portfolio of $4.1 billion is 100% performing and 98% floating-rate with a weighted average LTV of 68% as of December 31, 2018. Current portfolio increased 98% over 2017.
|
•
|
Sold four CMBS B-piece investments and recognized a $13.0 million gain.
|
•
|
Increased our borrowing capacity to $4.1 billion as of December 31, 2018, compared to $1.8 billion as of December 31, 2017.
|
•
|
Increased our non-mark-to-market financing to $1.8 billion as of December 31, 2018, representing 60% of our total asset based financing.
|
•
|
Entered into a $1.0 billion non-recourse term loan facility providing non-mark-to-market asset based financing.
|
•
|
Issued a $1.0 billion managed collateralized loan obligation, providing $810.0 million of non-mark-to-market portfolio financing.
|
•
|
Entered into a $200.0 million asset based financing facility providing non-mark-to-market financing.
|
•
|
Issued $143.8 million aggregate principal amount of 6.125% convertible senior notes due May 2023.
|
•
|
Completed an underwritten public offering of 5.0 million primary shares of our common stock in August, providing $98.3 million in net proceeds.
|
•
|
Completed an underwritten public offering of 4.5 million shares of our common stock, consisting of 0.5 million primary shares issued and sold by KREF and 4.0 million secondary shares sold by certain of the Company’s shareholders in November, providing $9.4 million in net proceeds to KREF.
|
•
|
Repurchased 1,623,482 shares of our common stock for approximately $31.3 million at a weighted average price of $19.30 per share.
|
•
|
Our book value was $1.1 billion as of December 31, 2018, a 7% increase over 2017.
|
|
|
Three Months Ended December 31,
|
|
Year Ended December 31,
|
||||||||
|
|
2018
|
|
2018
|
|
2017
|
||||||
Net income(A)
|
|
$
|
19,709
|
|
|
$
|
87,293
|
|
|
$
|
58,818
|
|
Weighted-average number of shares of common stock outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
58,178,944
|
|
|
55,136,548
|
|
|
45,320,358
|
|
|||
Diluted
|
|
58,253,821
|
|
|
55,171,061
|
|
45,321,360
|
|||||
Net income per share, basic
|
|
$
|
0.34
|
|
|
$
|
1.58
|
|
|
$
|
1.30
|
|
Net income per share, diluted
|
|
$
|
0.34
|
|
|
$
|
1.58
|
|
|
$
|
1.30
|
|
Dividends declared per share(B)
|
|
$
|
0.43
|
|
|
$
|
1.69
|
|
|
$
|
1.62
|
|
(A)
|
Represents net income attributable to common stockholders.
|
(B)
|
During February 2017, we declared a dividend of $0.35 per share of common stock paid on February 3, 2017 to shareholders of record on February 3, 2017 related to income generated during the three months ended December 31, 2016.
|
|
|
Three Months Ended
|
|
Year Ended December 31,
|
||||||||
|
|
December 31, 2018
|
|
2018
|
|
2017
|
||||||
Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
19,709
|
|
|
$
|
87,293
|
|
|
$
|
58,818
|
|
Adjustments
|
|
|
|
|
|
|
||||||
Non-cash equity compensation expense
|
|
387
|
|
|
1,973
|
|
|
65
|
|
|||
Incentive compensation to affiliate
|
|
1,470
|
|
|
4,756
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrealized (gains) or losses(A)
|
|
1,980
|
|
|
4,461
|
|
|
(3,375
|
)
|
|||
Non-cash convertible notes discount amortization
|
|
91
|
|
|
224
|
|
|
—
|
|
|||
Reversal of previously unrealized gain now realized(B)
|
|
—
|
|
|
11,900
|
|
|
—
|
|
|||
Core Earnings(C)
|
|
23,637
|
|
|
110,606
|
|
|
55,508
|
|
|||
Incentive compensation to affiliate
|
|
1,470
|
|
|
4,756
|
|
|
—
|
|
|||
Net Core Earnings
|
|
$
|
22,167
|
|
|
$
|
105,850
|
|
|
$
|
55,508
|
|
Weighted average number of shares of common stock outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
58,178,944
|
|
|
55,136,548
|
|
|
45,320,358
|
||||
Diluted
|
|
58,253,821
|
|
55,171,061
|
|
45,321,360
|
||||||
Core Earnings per Diluted Weighted Average Share
|
|
$
|
0.41
|
|
|
$
|
2.00
|
|
|
$
|
1.22
|
|
Net Core Earnings per Diluted Weighted Average Share
|
|
$
|
0.38
|
|
|
$
|
1.92
|
|
|
$
|
1.22
|
|
(A)
|
Includes $1.6 million, $1.9 million and $0.0 million non-cash redemption value adjustment of our Special Non-Voting Preferred Stock for the three months ended December 31, 2018, the year ended December 31, 2018, and the year ended December 31, 2017, respectively.
|
(B)
|
Includes $5.5 million and $6.4 million of unrealized gains related to the first quarter of 2018 and to prior periods, respectively, that were realized during the three months ended June 30, 2018.
|
(C)
|
Excludes $0.2 million, $1.8 million and $4.0 million, or $0.00, $0.03 and $0.09 per diluted weighted average share outstanding, of net original issue discount on CMBS B-Pieces accreted as a component of taxable income during the three months ended December 31, 2018, year ended December 31, 2018 and 2017, respectively.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
KKR Real Estate Finance Trust Inc. stockholders' equity
|
|
$
|
1,132,342
|
|
|
$
|
1,059,145
|
|
Shares of common stock issued and outstanding at period end
|
|
57,596,217
|
|
|
53,685,440
|
|
||
Book value per share of common stock
|
|
$
|
19.66
|
|
|
$
|
19.73
|
|
•
|
Property Type: Office (28.4%), Retail (24.8%) Hospitality (15.3%), and Other (31.5%). As of December 31, 2018, no other individual property type comprised more than 10% of our total CMBS B‑Piece portfolio.
|
•
|
Geography: California (23.0%), New York (12.5%) Texas (8.5%) and Other (56.0%). As of December 31, 2018, no other individual geography comprised more than 5% of our total CMBS B‑Piece portfolio.
|
•
|
Vintage: 2015 (19.6%), 2016 (10.2%), and 2017 (70.2%).
|
|
|
Three Months Ended
|
|
Year Ended
|
||||||||||||||||||||
|
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
Loan originations
|
|
$
|
411,425
|
|
|
$
|
728,713
|
|
|
$
|
680,500
|
|
|
$
|
907,982
|
|
|
$
|
2,728,620
|
|
|
$
|
1,476,075
|
|
Loan fundings(A)
|
|
$
|
421,056
|
|
|
$
|
590,441
|
|
|
$
|
698,047
|
|
|
$
|
855,369
|
|
|
$
|
2,564,913
|
|
|
$
|
1,294,700
|
|
Loan repayments(B)
|
|
(35,000
|
)
|
|
(14,503
|
)
|
|
(281,436
|
)
|
|
(110,840
|
)
|
|
(441,779
|
)
|
|
(68,015
|
)
|
||||||
Net fundings
|
|
386,056
|
|
|
575,938
|
|
|
416,611
|
|
|
744,529
|
|
|
2,123,134
|
|
|
1,226,685
|
|
||||||
Loan participations sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,472
|
)
|
||||||
Non-consolidated senior interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,991
|
)
|
||||||
Total activity
|
|
$
|
386,056
|
|
|
$
|
575,938
|
|
|
$
|
416,611
|
|
|
$
|
744,529
|
|
|
$
|
2,123,134
|
|
|
$
|
1,084,222
|
|
(A)
|
Includes initial funding of new loans and additional fundings made under existing loans. Excludes fundings on loan participations sold.
|
(B)
|
Includes 100.0% of the proceeds from the repayment of one of the mezannine loans held within our commercial mezzanine loan joint venture during the year ended December 31, 2018.
|
|
|
|
|
Total Loan Exposure(A)
|
||||||||||||
|
|
Balance Sheet Portfolio
|
|
Total Loan
Portfolio |
|
Floating Rate Loans
|
|
Fixed Rate Loans
|
||||||||
Number of loans
|
|
41
|
|
|
41
|
|
|
35
|
|
|
6
|
|
||||
Principal balance
|
|
$
|
4,026,713
|
|
|
$
|
4,093,868
|
|
|
$
|
4,067,638
|
|
|
$
|
26,230
|
|
Carrying value
|
|
$
|
4,001,820
|
|
|
$
|
4,068,975
|
|
|
$
|
4,042,745
|
|
|
$
|
26,230
|
|
Unfunded loan commitments(B)
|
|
$
|
419,485
|
|
|
$
|
419,485
|
|
|
$
|
419,485
|
|
|
$
|
—
|
|
Weighted-average cash coupon(C)
|
|
6.0
|
%
|
|
6.0
|
%
|
|
L + 3.5
|
%
|
|
10.6
|
%
|
||||
Weighted-average all-in yield(C)
|
|
6.5
|
%
|
|
6.5
|
%
|
|
L + 3.9
|
%
|
|
11.4
|
%
|
||||
Weighted-average maximum maturity (years)(D)
|
|
3.7
|
|
|
3.7
|
|
|
3.7
|
|
|
5.2
|
|
||||
LTV(E)
|
|
68
|
%
|
|
69
|
%
|
|
68
|
%
|
|
72
|
%
|
(A)
|
In certain instances, we finance our loans through the non-recourse sale of a senior interest that is not included in our condensed consolidated financial statements. Total loan exposure includes the entire loan we originated and financed, including $67.2 million of such non-consolidated interests that are not included within our balance sheet portfolio.
|
(B)
|
Unfunded commitments will primarily be funded to finance property improvements or lease-related expenditures by the borrowers. These future commitments will be funded over the term of each loan, subject in certain cases to an expiration date.
|
(C)
|
As of December 31, 2018, 100.0% of floating rate loans by principal balance are indexed to one-month USD LIBOR. In addition to cash coupon, all-in yield includes the amortization of deferred origination fees, loan origination costs and purchase discounts. Cash coupon and all-in yield for the total portfolio assume applicable floating benchmark rates as of December 31, 2018. L = one-month USD LIBOR rate; spot rate of 2.50% included in portfolio-wide averages represented as fixed rates.
|
(D)
|
Maximum maturity assumes all extension options are exercised by the borrower; however, our loans may be repaid prior to such date. As of December 31, 2018, based on total loan exposure, 75.7% of our loans were subject to yield maintenance or other prepayment restrictions and 24.3% were open to repayment by the borrower without penalty.
|
(E)
|
Based on LTV as of the dates loans were originated or acquired by us.
|
|
Investment(A)
|
|
Investment Date
|
|
Committed Principal Amount
|
|
Current Principal Amount
|
|
Net Equity(B)
|
|
Location
|
|
Property Type
|
|
Coupon(C)(D)
|
|
Max Remaining Term (Years)(C)(E)
|
|
LTV(C)(F)
|
||||||||
|
Senior Loans(G)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
1
|
Senior Loan
|
|
5/9/2018
|
|
$
|
350.0
|
|
|
$
|
255.2
|
|
|
$
|
151.5
|
|
|
Queens, NY
|
|
Office
|
|
L + 3.3%
|
|
4.4
|
|
|
71
|
%
|
2
|
Senior Loan
|
|
7/31/2018
|
|
341.0
|
|
|
335.5
|
|
|
82.0
|
|
|
Atlanta, GA / Tampa, FL
|
|
Multifamily
|
|
L + 3.2
|
|
4.6
|
|
|
75
|
|
|||
3
|
Senior Loan
|
|
8/4/2017
|
|
239.2
|
|
|
170.7
|
|
|
59.4
|
|
|
New York, NY
|
|
Condo (Residential)
|
|
L + 4.8
|
|
1.6
|
|
|
62
|
|
|||
4
|
Senior Loan
|
|
12/20/2018
|
|
234.5
|
|
|
182.2
|
|
|
43.2
|
|
|
New York, NY
|
|
Multifamily
|
|
L + 3.6
|
|
5.0
|
|
|
70
|
|
|||
5
|
Senior Loan
|
|
5/23/2018
|
|
213.7
|
|
|
195.4
|
|
|
32.3
|
|
|
Boston, MA
|
|
Office
|
|
L + 2.4
|
|
4.4
|
|
|
69
|
|
|||
6
|
Senior Loan
|
|
11/13/2017
|
|
181.8
|
|
|
159.2
|
|
|
41.1
|
|
|
Minneapolis, MN
|
|
Office
|
|
L + 3.8
|
|
3.9
|
|
|
75
|
|
|||
7
|
Senior Loan
|
|
9/13/2018
|
|
172.0
|
|
|
162.1
|
|
|
36.5
|
|
|
Seattle, WA
|
|
Office
|
|
L + 3.7
|
|
4.8
|
|
|
65
|
|
|||
8
|
Senior Loan
|
|
9/9/2016
|
|
168.0
|
|
|
159.5
|
|
|
41.7
|
|
|
San Diego, CA
|
|
Office
|
|
L + 4.2
|
|
2.8
|
|
|
71
|
|
|||
9
|
Senior Loan
|
|
6/19/2018
|
|
165.0
|
|
|
143.1
|
|
|
26.4
|
|
|
Philadelphia, PA
|
|
Office
|
|
L + 2.5
|
|
4.5
|
|
|
71
|
|
|||
10
|
Senior Loan
|
|
12/5/2018
|
|
163.0
|
|
|
148.0
|
|
|
20.6
|
|
|
New York, NY
|
|
Multifamily
|
|
L + 2.6
|
|
4.9
|
|
|
67
|
|
|||
11
|
Senior Loan
|
|
4/11/2017
|
|
162.1
|
|
|
140.8
|
|
|
40.7
|
|
|
Irvine, CA
|
|
Office
|
|
L + 3.9
|
|
3.3
|
|
|
62
|
|
|||
12
|
Senior Loan
|
|
10/26/2015
|
|
155.0
|
|
|
125.0
|
|
|
49.4
|
|
|
Portland, OR
|
|
Retail
|
|
L + 5.5
|
|
1.8
|
|
|
61
|
|
|||
13
|
Senior Loan
|
|
10/23/2017
|
|
150.0
|
|
|
147.8
|
|
|
39.7
|
|
|
North Bergen, NJ
|
|
Multifamily
|
|
L + 4.3
|
|
3.8
|
|
|
57
|
|
|||
14
|
Senior Loan
|
|
11/9/2018
|
|
150.0
|
|
|
140.0
|
|
|
27.3
|
|
|
Fort Lauderdale, FL
|
|
Hospitality
|
|
L + 2.9
|
|
4.9
|
|
|
62
|
|
|||
15
|
Senior Loan
|
|
11/7/2018
|
|
135.0
|
|
|
122.0
|
|
|
52.7
|
|
|
West Palm Beach, FL
|
|
Multifamily
|
|
L + 2.9
|
|
4.9
|
|
|
73
|
|
|||
16
|
Senior Loan
|
|
3/30/2017
|
|
132.3
|
|
|
116.5
|
|
|
35.2
|
|
|
Brooklyn, NY
|
|
Office
|
|
L + 4.4
|
|
3.3
|
|
|
68
|
|
|||
17
|
Senior Loan
|
|
8/15/2017
|
|
119.0
|
|
|
99.8
|
|
|
13.8
|
|
|
Atlanta, GA
|
|
Office
|
|
L + 3.0
|
|
3.7
|
|
|
66
|
|
|||
18
|
Senior Loan
|
|
9/14/2016
|
|
103.5
|
|
|
96.8
|
|
|
23.8
|
|
|
Crystal City, VA
|
|
Office
|
|
L + 4.5
|
|
2.8
|
|
|
59
|
|
|||
19
|
Senior Loan
|
|
11/20/2018
|
|
103.5
|
|
|
81.8
|
|
|
20.9
|
|
|
San Diego, CA
|
|
Multifamily
|
|
L + 3.2
|
|
4.9
|
|
|
74
|
|
|||
20
|
Senior Loan
|
|
9/7/2018
|
|
93.0
|
|
|
93.0
|
|
|
58.5
|
|
|
Seattle, WA
|
|
Multifamily
|
|
L + 2.6
|
|
4.7
|
|
|
79
|
|
|||
21
|
Senior Loan
|
|
3/8/2018
|
|
89.0
|
|
|
87.1
|
|
|
14.4
|
|
|
Westbury, NY
|
|
Multifamily
|
|
L + 3.1
|
|
4.3
|
|
|
69
|
|
|||
22
|
Senior Loan
|
|
3/29/2018
|
|
86.0
|
|
|
86.0
|
|
|
14.1
|
|
|
New York, NY
|
|
Multifamily
|
|
L + 2.6
|
|
4.3
|
|
|
48
|
|
|||
23
|
Senior Loan
|
|
2/28/2017
|
|
85.9
|
|
|
82.9
|
|
|
15.7
|
|
|
Denver, CO
|
|
Multifamily
|
|
L + 3.8
|
|
3.2
|
|
|
75
|
|
|||
24
|
Senior Loan
|
|
8/4/2017
|
|
81.0
|
|
|
81.0
|
|
|
17.3
|
|
|
Denver, CO
|
|
Multifamily
|
|
L + 4.0
|
|
3.6
|
|
|
73
|
|
|||
25
|
Senior Loan
|
|
3/20/2018
|
|
80.7
|
|
|
80.7
|
|
|
18.6
|
|
|
Seattle, WA
|
|
Office
|
|
L + 3.6
|
|
4.3
|
|
|
65
|
|
|||
26
|
Senior Loan
|
|
3/28/2018
|
|
80.0
|
|
|
71.1
|
|
|
12.0
|
|
|
Orlando, FL
|
|
Multifamily
|
|
L + 2.8
|
|
4.3
|
|
|
70
|
|
|||
27
|
Senior Loan
|
|
10/30/2018
|
|
77.0
|
|
|
77.0
|
|
|
12.5
|
|
|
Philadelphia, PA
|
|
Multifamily
|
|
L + 2.7
|
|
4.9
|
|
|
73
|
|
|||
28
|
Senior Loan
|
|
1/16/2018
|
|
75.5
|
|
|
70.3
|
|
|
14.9
|
|
|
St Paul, MN
|
|
Office
|
|
L + 3.6
|
|
4.1
|
|
|
73
|
|
|||
29
|
Senior Loan
|
|
7/21/2017
|
|
75.1
|
|
|
62.3
|
|
|
13.5
|
|
|
Queens, NY
|
|
Industrial
|
|
L + 3.7
|
|
3.6
|
|
|
72
|
|
|||
30
|
Senior Loan
|
|
10/7/2016
|
|
74.5
|
|
|
73.2
|
|
|
15.8
|
|
|
New York, NY
|
|
Multifamily
|
|
L + 4.4
|
|
2.8
|
|
|
68
|
|
|||
31
|
Senior Loan
|
|
7/24/2018
|
|
74.5
|
|
|
69.3
|
|
|
34.8
|
|
|
Atlanta, GA
|
|
Industrial
|
|
L + 2.7
|
|
4.6
|
|
|
74
|
|
|||
32
|
Senior Loan
|
|
5/12/2017
|
|
61.9
|
|
|
56.3
|
|
|
14.2
|
|
|
Atlanta, GA
|
|
Office
|
|
L + 4.0
|
|
3.4
|
|
|
71
|
|
|||
33
|
Senior Loan
|
|
5/19/2016
|
|
55.0
|
|
|
53.9
|
|
|
12.0
|
|
|
Nashville, TN
|
|
Office
|
|
L + 4.3
|
|
3.0
|
|
|
70
|
|
|||
34
|
Senior Loan
|
|
10/9/2018
|
|
45.0
|
|
|
42.0
|
|
|
7.8
|
|
|
Queens, NY
|
|
Multifamily
|
|
L + 2.8
|
|
4.9
|
|
|
70
|
|
|||
|
Total/Weighted Average Senior Loans Unlevered
|
|
|
|
$
|
4,572.7
|
|
|
$
|
4,067.6
|
|
|
$
|
1,114.4
|
|
|
|
|
|
|
L + 3.5%
|
|
4.0
|
|
|
68
|
%
|
|
Mezzanine Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
1-6
|
Other Mezzanine Loans
|
|
Various(H)
|
|
26.2
|
|
|
26.2
|
|
|
26.2
|
|
|
Various
|
|
Various
|
|
10.6
|
|
6.4
|
|
|
72
|
|
|||
|
Total/Weighted Average Mezzanine Loans Unlevered
|
|
|
|
$
|
26.2
|
|
|
$
|
26.2
|
|
|
$
|
26.2
|
|
|
|
|
|
|
10.6%
|
|
6.4
|
|
|
72
|
%
|
|
CMBS B-Pieces
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
1
|
CMBS B-Piece
|
|
2/10/2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.9
|
|
|
Various
|
|
Various
|
|
1.4%
|
|
7.3
|
|
|
64
|
%
|
2
|
CMBS B-Piece
|
|
5/21/2015
|
|
34.9
|
|
|
34.9
|
|
|
3.1
|
|
|
Various
|
|
Various
|
|
3.0
|
|
6.6
|
|
|
65
|
|
|||
3
|
RECOP(I)
|
|
2/13/2017
|
|
40.0
|
|
|
29.6
|
|
|
29.6
|
|
|
Various
|
|
Various
|
|
4.6
|
|
9.9
|
|
|
58
|
|
|||
|
Total/Weighted Average CMBS B-Pieces Unlevered
|
|
|
|
$
|
74.9
|
|
|
$
|
64.6
|
|
|
$
|
39.6
|
|
|
|
|
|
|
3.9%
|
|
9.2
|
|
|
60
|
%
|
*
|
Numbers presented may not foot due to rounding.
|
(A)
|
Our total portfolio represents the current principal amount on senior and mezzanine loans and the net equity of our CMBS B-Piece investments.
|
(B)
|
Net equity reflects (i) the amortized cost basis of our loans, net of borrowings; (ii) the cost basis of our CMBS B-Pieces, net of VIE liabilities; and (iii) the cost basis of our investment in RECOP.
|
(C)
|
Weighted average is weighted by current principal amount for our senior and mezzanine loans and by net equity for our CMBS B-Pieces. Weighted average coupon calculation includes one-month USD LIBOR for floating-rate mezzanine loans.
|
(D)
|
L = one-month USD LIBOR rate; spot rate of 2.50% included in portfolio-wide averages represented as fixed rates.
|
(E)
|
Max remaining term (years) assumes all extension options are exercised, if applicable.
|
(F)
|
For senior loans, loan-to-value ratio ("LTV") is based on the initial loan amount divided by the as-is appraised value as of the date the loan was originated; for Senior Loan 3, LTV is based on the current principal amount divided by the adjusted appraised gross sellout value net of sales cost; for Senior Loan 4, LTV is based on the initial loan amount divided by the appraised bulk sale value assuming a condo-conversion and no renovation; for mezzanine loans, LTV is based on the current balance of the whole loan dividend by the as-is appraised value as of the date the loan was originated; for CMBS B-Pieces, LTV is based on the weighted average LTV of the underlying loan pool at issuance.
|
(G)
|
Senior loans include senior mortgages and similar credit quality investments, including junior participations in our originated senior loans for which we have syndicated the senior participations and retained the junior participations for our portfolio.
|
(H)
|
Includes investments ranging from December 8, 2014 through November 30, 2015.
|
(I)
|
Represents our investment in an aggregator vehicle alongside RECOP that invests in CMBS. Committed principal represents our total commitment to the aggregator vehicle whereas current principal represents the current funded amount.
|
(dollars in thousands)
|
|
December 31, 2018
|
|||||||||
Risk Rating
|
|
Number of Loans
|
|
Net Book Value
|
|
Total Loan Exposure(A)
|
|||||
1
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2
|
|
8
|
|
|
466,742
|
|
|
468,860
|
|
||
3
|
|
33
|
|
|
3,535,078
|
|
|
3,625,008
|
|
||
4
|
|
—
|
|
|
—
|
|
|
—
|
|
||
5
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
41
|
|
|
$
|
4,001,820
|
|
|
$
|
4,093,868
|
|
(dollars in thousands)
|
|
September 30, 2018
|
|||||||||
Risk Rating
|
|
Number of Loans
|
|
Net Book Value
|
|
Total Loan Exposure(A)
|
|||||
1
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2
|
|
8
|
|
|
446,525
|
|
|
448,821
|
|
||
3
|
|
27
|
|
|
2,815,353
|
|
|
2,899,972
|
|
||
4
|
|
—
|
|
|
—
|
|
|
—
|
|
||
5
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
35
|
|
|
$
|
3,261,878
|
|
|
$
|
3,348,793
|
|
(A)
|
In certain instances, we finance our loans through the non-recourse sale of a senior interest that is not included in our condensed consolidated financial statements. Total loan exposure includes the entire loan we originated and financed, including $67.2 million and $66.6 million of such non-consolidated interests as of December 31, 2018 and September 30, 2018, respectively.
|
|
|
Portfolio Financing Outstanding Principal Balance
|
||||||
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Master repurchase agreements
|
|
$
|
1,157,261
|
|
|
$
|
964,800
|
|
Asset specific financing
|
|
60,000
|
|
|
—
|
|
||
Term loan financing
|
|
748,414
|
|
|
—
|
|
||
Revolving credit agreements
|
|
—
|
|
|
—
|
|
||
Collateralized loan obligations
|
|
810,000
|
|
|
—
|
|
||
Loan participations sold
|
|
85,880
|
|
|
82,000
|
|
||
Non-consolidated senior interests
|
|
67,155
|
|
|
62,952
|
|
||
Total portfolio financing
|
|
$
|
2,928,710
|
|
|
$
|
1,109,752
|
|
|
|
December 31, 2018
|
||||||||||||||||||
|
|
Maximum
|
|
Collateral
|
|
Secured Financing Borrowings
|
||||||||||||||
Lender
|
|
Facility Size(A)
|
|
Assets(B)
|
|
Potential(C)
|
|
Outstanding
|
|
Available
|
||||||||||
Master Repurchase Agreements
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Wells Fargo
|
|
$
|
1,000,000
|
|
|
$
|
735,750
|
|
|
$
|
551,812
|
|
|
$
|
512,298
|
|
|
$
|
39,514
|
|
Goldman Sachs
|
|
400,000
|
|
|
465,764
|
|
|
354,110
|
|
|
342,368
|
|
|
11,742
|
|
|||||
Morgan Stanley(D)
|
|
600,000
|
|
|
448,444
|
|
|
310,090
|
|
|
302,595
|
|
|
7,495
|
|
|||||
Asset Specific Financing
|
|
|
|
|
|
|
|
|
|
|
||||||||||
BMO Facility
|
|
200,000
|
|
|
81,779
|
|
|
65,423
|
|
|
60,000
|
|
|
5,423
|
|
|||||
Term Loan Facility
|
|
1,000,000
|
|
|
941,905
|
|
|
782,051
|
|
|
748,414
|
|
|
33,637
|
|
|||||
|
|
$
|
3,200,000
|
|
|
$
|
2,673,642
|
|
|
$
|
2,063,486
|
|
|
$
|
1,965,675
|
|
|
$
|
97,811
|
|
(A)
|
Maximum facility size represents the largest amount of borrowings available under a given facility once sufficient collateral assets have been approved by the lender and pledged by us.
|
(B)
|
Represents the principal balance of the collateral assets.
|
(C)
|
Potential borrowings represents the total amount we could draw under each facility based on collateral already approved and pledged. When undrawn, these amounts are available to us under the terms of each credit facility.
|
(D)
|
The maximum facility size can be further increased to $750.0 million upon our request and subject to customary conditions.
|
|
|
December 31, 2018
|
||||||||||||||
Term Loan Facility
|
|
Count
|
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Wtd. Avg. Yield/Cost(A)
|
|
Guarantee(B)
|
|
Wtd. Avg. Term(C)
|
||||
Collateral assets
|
|
10
|
|
$
|
941,905
|
|
|
$
|
933,179
|
|
|
L + 3.1%
|
|
n.a.
|
|
August 2023
|
Financing provided
|
|
n.a.
|
|
748,414
|
|
|
742,959
|
|
|
L + 1.8%
|
|
n.a.
|
|
August 2023
|
(A)
|
Floating rate loans and related liabilities are indexed to one-month LIBOR. The Company's net interest rate exposure is in direct proportion to its interest in the net assets indexed to that rate. In addition to cash coupon, yield/cost includes the amortization of deferred origination/financing costs.
|
(B)
|
Financing under the Term Loan Facility is non-recourse to the Company.
|
(C)
|
The weighted-average term is determined using the maximum maturity date of the corresponding loans, assuming all extension options are exercised by the borrower.
|
|
|
December 31, 2018
|
||||||||||||
Collateralized Loan Obligation
|
|
Count
|
|
Face Amount
|
|
Carrying Value
|
|
Wtd. Avg.
Yield/Cost(B) |
|
Wtd. Avg. Term(C)
|
||||
Collateral assets(A)
|
|
24
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
|
L + 3.5%
|
|
December 2022
|
Financing provided
|
|
1
|
|
810,000
|
|
|
800,346
|
|
|
L + 1.8%
|
|
June 2036
|
(A)
|
Represents 24.8% of the face amount of the Company's senior loans as of December 31, 2018. As of December 31, 2018, 100% of the Company's loans financed through the CLO are floating rate loans.
|
(B)
|
Yield is based on cash coupon. Financing cost includes amortization of deferred financing costs incurred in connection with the CLO.
|
(C)
|
Loan term represents weighted-average final maturity, assuming extension options are exercised by the borrower. Repayments of CLO notes are dependent on timing of related collateral loan asset repayments post reinvestment period. The term of the CLO notes represents the rated final distribution date.
|
|
|
December 31, 2018
|
||||||||||||||
Loan Participations Sold
|
|
Count
|
|
Principal Balance
|
|
Carrying Value
|
|
Yield/Cost(A)
|
|
Guarantee(B)
|
|
Term
|
||||
Total loan
|
|
1
|
|
$
|
99,757
|
|
|
$
|
99,368
|
|
|
L + 3.0%
|
|
n.a.
|
|
September 2022
|
Senior participation(C)
|
|
1
|
|
85,880
|
|
|
85,465
|
|
|
L + 1.8%
|
|
n.a.
|
|
September 2022
|
(A)
|
Our floating rate loans and related liabilities were indexed to one-month LIBOR. Our net interest rate exposure is in direct proportion to our net assets.
|
(B)
|
As of December 31, 2018, our loan participation sold was subject to partial recourse of $10.0 million, which amount may be reduced to zero upon achievement of certain property performance metrics.
|
(C)
|
During the year ended December 31, 2018, we recorded $3.3 million of interest income and $3.3 million of interest expense related to the loan participation we sold, but continue to consolidate under GAAP.
|
|
|
December 31, 2018
|
||||||||||||
Non-Consolidated Senior Interests
|
|
Count
|
|
Principal Balance
|
|
Carrying Value
|
|
Yield/Cost(A)
|
|
Guarantee
|
|
Term
|
||
Total loan
|
|
1
|
|
$
|
82,905
|
|
|
n.a.
|
|
L + 3.8%
|
|
n.a.
|
|
March 2022
|
Senior participation
|
|
1
|
|
67,155
|
|
|
n.a.
|
|
L + 2.1%
|
|
n.a.
|
|
March 2022
|
(A)
|
Our floating rate loans and related liabilities were indexed to one-month LIBOR. Our net interest rate exposure is in direct proportion to our net assets.
|
|
|
|
|
Year Ended
|
|||||||||||
|
|
|
|
December 31, 2018
|
|||||||||||
|
|
Outstanding Face Amount at
December 31, 2018
|
|
Average Daily Amount Outstanding(A)
|
|
Maximum Amount Outstanding
|
|
Weighted Average Daily Interest Rate
|
|||||||
Wells Fargo
|
|
$
|
512,298
|
|
|
$
|
605,034
|
|
|
$
|
791,297
|
|
|
3.9
|
%
|
Goldman Sachs
|
|
342,368
|
|
|
182,535
|
|
|
342,368
|
|
|
4.1
|
|
|||
Morgan Stanley
|
|
302,595
|
|
|
455,533
|
|
|
564,525
|
|
|
4.2
|
|
|||
BMO Facility
|
|
60,000
|
|
|
63,036
|
|
|
115,040
|
|
|
3.9
|
|
|||
Revolver
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Term Loan Facility
|
|
748,414
|
|
|
528,871
|
|
|
782,483
|
|
|
3.6
|
|
|||
Total/Weighted Average
|
|
$
|
1,965,675
|
|
|
$
|
1,639,377
|
|
|
|
|
3.9
|
%
|
|
|
Average Daily Amount Outstanding(A)
|
||||||||||||||
|
|
Three Months Ended
|
||||||||||||||
|
|
December 31, 2018
|
|
September 30, 2018
|
|
June 30, 2018
|
|
March 31, 2018
|
||||||||
Wells Fargo
|
|
$
|
676,384
|
|
|
$
|
639,568
|
|
|
$
|
599,425
|
|
|
$
|
502,467
|
|
Goldman Sachs
|
|
263,936
|
|
|
235,135
|
|
|
160,091
|
|
|
68,250
|
|
||||
Morgan Stanley
|
|
446,823
|
|
|
429,275
|
|
|
498,467
|
|
|
447,869
|
|
||||
BMO Facility
|
|
63,036
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Barclays
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Revolver
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Term Loan Facility
|
|
681,673
|
|
|
550,307
|
|
|
325,961
|
|
|
—
|
|
•
|
an interest income to interest expense ratio covenant (1.5 to 1.0);
|
•
|
a minimum consolidated tangible net worth covenant (75.0% of the aggregate net cash proceeds of any equity issuances made and any capital contributions received by us and KKR Real Estate Finance Holdings L.P. (our "Operating Partnership") or approximately $800.0 million;
|
•
|
a cash liquidity covenant (the greater of $10.0 million or 5.0% of our recourse indebtedness);
|
•
|
a total indebtedness covenant (75.0% of our total assets, net of VIE liabilities);
|
|
|
For the Year Ended December 31,
|
|
Increase (Decrease)
|
|
For the Year Ended December 31,
|
|
Increase (Decrease)
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
Dollars
|
|
Percentage
|
|
2017
|
|
2016
|
|
Dollars
|
|
Percentage
|
||||||||||||||
Net Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
|
$
|
183,575
|
|
|
$
|
83,145
|
|
|
$
|
100,430
|
|
|
120.8
|
%
|
|
$
|
83,145
|
|
|
$
|
32,659
|
|
|
$
|
50,486
|
|
|
154.6
|
%
|
Interest expense
|
|
85,017
|
|
|
21,224
|
|
|
63,793
|
|
|
300.6
|
|
|
21,224
|
|
|
7,432
|
|
|
13,792
|
|
|
185.6
|
|
||||||
Total net interest income
|
|
98,558
|
|
|
61,921
|
|
|
36,637
|
|
|
59.2
|
|
|
61,921
|
|
|
25,227
|
|
|
36,694
|
|
|
145.5
|
|
||||||
Other Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Realized gain on sale of investments
|
|
13,000
|
|
|
—
|
|
|
13,000
|
|
|
100.0
|
|
|
—
|
|
|
285
|
|
|
(285
|
)
|
|
(100.0
|
)
|
||||||
Change in net assets related to CMBS consolidated variable interest entities
|
|
2,588
|
|
|
15,845
|
|
|
(13,257
|
)
|
|
(83.7
|
)
|
|
15,845
|
|
|
15,461
|
|
|
384
|
|
|
2.5
|
|
||||||
Income from equity method investments
|
|
3,065
|
|
|
875
|
|
|
2,190
|
|
|
250.3
|
|
|
875
|
|
|
—
|
|
|
875
|
|
|
100.0
|
|
||||||
Other income
|
|
1,440
|
|
|
968
|
|
|
472
|
|
|
48.8
|
|
|
968
|
|
|
222
|
|
|
746
|
|
|
336.0
|
|
||||||
Total other income (loss)
|
|
20,093
|
|
|
17,688
|
|
|
2,405
|
|
|
13.6
|
|
|
17,688
|
|
|
15,968
|
|
|
1,720
|
|
|
10.8
|
|
||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
General and administrative
|
|
7,812
|
|
|
4,936
|
|
|
2,876
|
|
|
58.3
|
|
|
4,936
|
|
|
2,270
|
|
|
2,666
|
|
|
117.4
|
|
||||||
Management fees to affiliate
|
|
16,346
|
|
|
13,492
|
|
|
2,854
|
|
|
21.2
|
|
|
13,492
|
|
|
5,934
|
|
|
7,558
|
|
|
127.4
|
|
||||||
Incentive compensation to affiliate
|
|
4,756
|
|
|
—
|
|
|
4,756
|
|
|
100.0
|
|
|
—
|
|
|
365
|
|
|
(365
|
)
|
|
(100.0
|
)
|
||||||
Total operating expenses
|
|
28,914
|
|
|
18,428
|
|
|
10,486
|
|
|
56.9
|
|
|
18,428
|
|
|
8,569
|
|
|
9,859
|
|
|
115.1
|
|
||||||
Income (Loss) Before Income Taxes, Noncontrolling Interests and Preferred Dividends
|
|
89,737
|
|
|
61,181
|
|
|
28,556
|
|
|
46.7
|
|
|
61,181
|
|
|
32,626
|
|
|
28,555
|
|
|
87.5
|
|
||||||
Income tax (benefit) expense
|
|
(70
|
)
|
|
1,102
|
|
|
(1,172
|
)
|
|
(106.4
|
)
|
|
1,102
|
|
|
354
|
|
|
748
|
|
|
211.3
|
|
||||||
Net Income (Loss)
|
|
89,807
|
|
|
60,079
|
|
|
29,728
|
|
|
49.5
|
|
|
60,079
|
|
|
32,272
|
|
|
27,807
|
|
|
86.2
|
|
||||||
Redeemable Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
|
|
63
|
|
|
216
|
|
|
(153
|
)
|
|
(70.8
|
)
|
|
216
|
|
|
302
|
|
|
(86
|
)
|
|
(28.5
|
)
|
||||||
Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
|
|
—
|
|
|
801
|
|
|
(801
|
)
|
|
(100.0
|
)
|
|
801
|
|
|
813
|
|
|
(12
|
)
|
|
(1.5
|
)
|
||||||
Net Income (Loss) Attributable to KKR Real Estate Finance Trust Inc. and Subsidiaries
|
|
89,744
|
|
|
59,062
|
|
|
30,682
|
|
|
51.9
|
|
|
59,062
|
|
|
31,157
|
|
|
27,905
|
|
|
89.6
|
|
||||||
Preferred Stock Dividends and Redemption Value Adjustment
|
|
2,451
|
|
|
244
|
|
|
2,207
|
|
|
904.5
|
|
|
244
|
|
|
16
|
|
|
228
|
|
|
1,425.0
|
|
||||||
Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
87,293
|
|
|
$
|
58,818
|
|
|
$
|
28,475
|
|
|
48.4
|
%
|
|
$
|
58,818
|
|
|
$
|
31,141
|
|
|
$
|
27,677
|
|
|
88.9
|
%
|
Net Income (Loss) Per Share of Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic
|
|
$
|
1.58
|
|
|
$
|
1.30
|
|
|
$
|
0.28
|
|
|
21.5
|
%
|
|
$
|
1.30
|
|
|
$
|
1.61
|
|
|
$
|
(0.31
|
)
|
|
(19.3
|
)%
|
Diluted
|
|
$
|
1.58
|
|
|
$
|
1.30
|
|
|
$
|
0.28
|
|
|
21.5
|
%
|
|
$
|
1.30
|
|
|
$
|
1.61
|
|
|
$
|
(0.31
|
)
|
|
(19.3
|
)%
|
Dividends Declared per Share of Common Stock
|
|
$
|
1.69
|
|
|
$
|
1.62
|
|
|
$
|
0.07
|
|
|
4.3
|
%
|
|
$
|
1.62
|
|
|
$
|
1.22
|
|
|
$
|
0.40
|
|
|
32.8
|
%
|
|
|
Three Months Ended
|
||||||||||||||||||
|
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
Professional services
|
|
$
|
713
|
|
|
$
|
959
|
|
|
$
|
666
|
|
|
$
|
604
|
|
|
$
|
838
|
|
Operating and other costs
|
|
932
|
|
|
454
|
|
|
692
|
|
|
819
|
|
|
819
|
|
|||||
Stock-based compensation
|
|
1,018
|
|
|
273
|
|
|
295
|
|
|
387
|
|
|
25
|
|
|||||
Total general and administrative expenses
|
|
2,663
|
|
|
1,686
|
|
|
1,653
|
|
|
1,810
|
|
|
1,682
|
|
|||||
Management fees to affiliate
|
|
3,939
|
|
|
3,913
|
|
|
4,164
|
|
|
4,330
|
|
|
3,979
|
|
|||||
Incentive compensation to affiliate
|
|
—
|
|
|
—
|
|
|
3,286
|
|
|
1,470
|
|
|
—
|
|
|||||
Total operating expenses
|
|
$
|
6,602
|
|
|
$
|
5,599
|
|
|
$
|
9,103
|
|
|
$
|
7,610
|
|
|
$
|
5,661
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
Debt-to-equity ratio(A)
|
|
1.1x
|
|
0.8x
|
Total leverage ratio(B)
|
|
2.6x
|
|
1.0x
|
(A)
|
Represents (i) total outstanding secured debt agreements (excluding non-recourse term loan facility) and convertible notes, less cash to (ii) total stockholders’ equity, in each case, at period end.
|
(B)
|
Represents (i) total outstanding secured debt agreements, convertible notes, loan participations sold, non-consolidated senior interests, and collateralized loan obligation, less cash to (ii) total stockholders’ equity, in each case, at period end.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
|
$
|
86,531
|
|
|
$
|
103,120
|
|
Available borrowings under master repurchase agreements
|
|
58,751
|
|
|
65,555
|
|
||
Available borrowings under asset specific financing
|
|
5,423
|
|
|
—
|
|
||
Available borrowings under revolving credit agreements
|
|
100,000
|
|
|
75,000
|
|
||
Available borrowings under term loan financing facility
|
|
33,637
|
|
|
—
|
|
||
Loan principal payments receivable, net(A)
|
|
—
|
|
|
4,557
|
|
||
|
|
$
|
284,342
|
|
|
$
|
248,232
|
|
(A)
|
Represents loan principal paid by the borrower to our third-party servicer, but not yet received by us as of December 31, 2018 and December 31, 2017. We generally receive these loan principal repayments from our third-party servicer in the following month's remittance, net of amounts we repay under our financing agreements.
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows From Operating Activities
|
|
$
|
76,830
|
|
|
$
|
53,801
|
|
|
$
|
25,406
|
|
Cash Flows From Investing Activities
|
|
(1,997,213
|
)
|
|
(1,083,677
|
)
|
|
(456,448
|
)
|
|||
Cash Flows From Financing Activities
|
|
1,903,394
|
|
|
1,037,050
|
|
|
500,602
|
|
|||
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash
|
|
$
|
(16,989
|
)
|
|
$
|
7,174
|
|
|
$
|
69,560
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest Received:
|
|
|
|
|
|
|
||||||
Senior and mezzanine loans
|
|
$
|
157,626
|
|
|
$
|
69,835
|
|
|
$
|
25,327
|
|
CMBS B-Pieces
|
|
6,004
|
|
|
12,660
|
|
|
11,787
|
|
|||
Preferred equity interest
|
|
—
|
|
|
1,986
|
|
|
2,182
|
|
|||
|
|
163,630
|
|
|
84,481
|
|
|
39,296
|
|
|||
Interest Paid:
|
|
|
|
|
|
|
||||||
Borrowings secured by senior loans
|
|
66,775
|
|
|
17,322
|
|
|
5,546
|
|
|||
Net interest collections
|
|
$
|
96,855
|
|
|
$
|
67,159
|
|
|
$
|
33,750
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Management Fees to affiliate
|
|
$
|
15,773
|
|
|
$
|
11,317
|
|
|
$
|
5,082
|
|
Incentive Fees to affiliate
|
|
4,756
|
|
|
—
|
|
|
496
|
|
|||
Net decrease in cash and cash equivalents
|
|
$
|
20,529
|
|
|
$
|
11,317
|
|
|
$
|
5,578
|
|
|
Total
|
|
Less than 1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
Thereafter
|
||||||||||
Recourse Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Master Repurchase Facilities(A)
|
|
|
|
|
|
|
|
|
|
||||||||||
Wells Fargo
|
$
|
577,816
|
|
|
$
|
21,819
|
|
|
$
|
43,699
|
|
|
$
|
512,298
|
|
|
$
|
—
|
|
Goldman Sachs
|
387,304
|
|
|
14,965
|
|
|
372,339
|
|
|
—
|
|
|
—
|
|
|||||
Morgan Stanley
|
344,780
|
|
|
14,049
|
|
|
330,731
|
|
|
—
|
|
|
—
|
|
|||||
Asset Specific Financing
|
|
|
|
|
|
|
|
|
|
||||||||||
BMO Facility
|
67,357
|
|
|
2,450
|
|
|
64,907
|
|
|
—
|
|
|
—
|
|
|||||
Total secured financing agreements
|
1,377,257
|
|
|
53,283
|
|
|
811,676
|
|
|
512,298
|
|
|
—
|
|
|||||
Convertible Notes
|
178,993
|
|
|
8,805
|
|
|
17,633
|
|
|
152,555
|
|
|
—
|
|
|||||
Future funding obligations(B)
|
419,485
|
|
|
218,132
|
|
|
201,353
|
|
|
—
|
|
|
—
|
|
|||||
RECOP commitment(C)
|
10,389
|
|
|
10,389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Revolver(D)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total recourse obligations
|
1,986,124
|
|
|
290,609
|
|
|
1,030,662
|
|
|
664,853
|
|
|
—
|
|
|||||
Non-Recourse Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Collateralized Loan Obligations
|
970,267
|
|
|
32,036
|
|
|
64,159
|
|
|
32,036
|
|
|
842,036
|
|
|||||
Term Loan Financing
|
835,773
|
|
|
29,093
|
|
|
806,680
|
|
|
—
|
|
|
—
|
|
|||||
CMBS(E)
|
1,364,415
|
|
|
59,386
|
|
|
168,423
|
|
|
121,858
|
|
|
1,014,748
|
|
|||||
Total
|
$
|
5,156,579
|
|
|
$
|
411,124
|
|
|
$
|
2,069,924
|
|
|
$
|
818,747
|
|
|
$
|
1,856,784
|
|
(A)
|
The allocation of repurchase facilities is based on the current maturity date of each individual borrowing under the facilities. The amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our repurchase facilities and the interest rates in effect as of December 31, 2018 will remain constant into the future. This is only an estimate, as actual amounts borrowed and rates may vary over time. Amounts borrowed are subject to a maximum 25.0% recourse limit.
|
(B)
|
We have future funding obligations related to our investments in senior loans. These future funding obligations primarily relate to construction projects, capital improvements, tenant improvements and leasing commissions. Generally, funding obligations are subject to certain conditions that must be met, such as customary construction draw certifications, minimum debt service coverage ratios, minimal debt yield tests, or executions of new leases before advances are made to the borrower. As such, the allocation of our future funding obligations is based on the earlier of the expected funding or commitment expiration date.
|
(C)
|
Amounts committed to invest in an aggregator vehicle alongside RECOP, which has a two-year investment period ending April 2019.
|
(D)
|
Any amounts borrowed unsecured and full recourse to certain subsidiaries of KREF.
|
(E)
|
Amounts relate to VIE liabilities that represent securities not beneficially owned by our stockholders.
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
86,531
|
|
|
$
|
103,120
|
|
Restricted cash
|
|
—
|
|
|
400
|
|
||
Commercial mortgage loans, held-for-investment, net
|
|
4,001,820
|
|
|
1,888,510
|
|
||
Equity method investments, at fair value
|
|
30,734
|
|
|
14,390
|
|
||
Accrued interest receivable
|
|
16,178
|
|
|
8,423
|
|
||
Other assets
|
|
3,596
|
|
|
7,239
|
|
||
Commercial mortgage loans held in variable interest entities, at fair value
|
|
1,092,986
|
|
|
5,372,811
|
|
||
Total Assets
|
|
$
|
5,231,845
|
|
|
$
|
7,394,893
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Secured financing agreements, net
|
|
$
|
1,951,049
|
|
|
$
|
964,800
|
|
Collateralized loan obligation, net
|
|
800,346
|
|
|
—
|
|
||
Convertible notes, net
|
|
137,688
|
|
|
—
|
|
||
Loan participations sold, net
|
|
85,465
|
|
|
81,472
|
|
||
Accounts payable, accrued expenses and other liabilities
|
|
4,529
|
|
|
2,465
|
|
||
Dividends payable
|
|
25,097
|
|
|
19,981
|
|
||
Accrued interest payable
|
|
7,516
|
|
|
1,623
|
|
||
Due to affiliates
|
|
4,712
|
|
|
4,442
|
|
||
Variable interest entity liabilities, at fair value
|
|
1,080,255
|
|
|
5,256,926
|
|
||
Total Liabilities
|
|
4,096,657
|
|
|
6,331,709
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (Note 11)
|
|
|
|
|
||||
|
|
|
|
|
||||
Temporary Equity
|
|
|
|
|
||||
Redeemable noncontrolling interests in equity of consolidated joint venture
|
|
—
|
|
|
3,090
|
|
||
Redeemable preferred stock
|
|
2,846
|
|
|
949
|
|
||
|
|
|
|
|
||||
Permanent Equity
|
|
|
|
|
||||
Preferred stock, 50,000,000 authorized (1 share with par value of $0.01 issued and outstanding as of December 31, 2018 and 2017)
|
|
—
|
|
|
—
|
|
||
Common stock, 300,000,000 authorized (57,596,217 and 53,685,440 shares with par value of $0.01 issued and outstanding as of December 31, 2018 and December 31, 2017, respectively)
|
|
576
|
|
|
537
|
|
||
Additional paid-in capital
|
|
1,163,845
|
|
|
1,052,851
|
|
||
(Accumulated deficit) Retained earnings
|
|
(225
|
)
|
|
6,280
|
|
||
Repurchased stock, 1,649,880 and 26,398 shares repurchased as of December 31, 2018 and December 31, 2017, respectively
|
|
(31,854
|
)
|
|
(523
|
)
|
||
Total KKR Real Estate Finance Trust Inc. stockholders’ equity
|
|
1,132,342
|
|
|
1,059,145
|
|
||
Total Permanent Equity
|
|
1,132,342
|
|
|
1,059,145
|
|
||
Total Liabilities and Equity
|
|
$
|
5,231,845
|
|
|
$
|
7,394,893
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Interest Income
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
183,575
|
|
|
$
|
83,145
|
|
|
$
|
32,659
|
|
Interest expense
|
|
85,017
|
|
|
21,224
|
|
|
7,432
|
|
|||
Total net interest income
|
|
98,558
|
|
|
61,921
|
|
|
25,227
|
|
|||
Other Income
|
|
|
|
|
|
|
||||||
Realized gain on sale of investments
|
|
13,000
|
|
|
—
|
|
|
285
|
|
|||
Change in net assets related to CMBS consolidated variable interest entities
|
|
2,588
|
|
|
15,845
|
|
|
15,461
|
|
|||
Income from equity method investments
|
|
3,065
|
|
|
875
|
|
|
—
|
|
|||
Other income
|
|
1,440
|
|
|
968
|
|
|
222
|
|
|||
Total other income (loss)
|
|
20,093
|
|
|
17,688
|
|
|
15,968
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
|
||||||
General and administrative
|
|
7,812
|
|
|
4,936
|
|
|
2,270
|
|
|||
Management fees to affiliate
|
|
16,346
|
|
|
13,492
|
|
|
5,934
|
|
|||
Incentive compensation to affiliate
|
|
4,756
|
|
|
—
|
|
|
365
|
|
|||
Total operating expenses
|
|
28,914
|
|
|
18,428
|
|
|
8,569
|
|
|||
|
|
|
|
|
|
|
||||||
Income (Loss) Before Income Taxes, Noncontrolling Interests and Preferred Dividends
|
|
89,737
|
|
|
61,181
|
|
|
32,626
|
|
|||
Income tax (benefit) expense
|
|
(70
|
)
|
|
1,102
|
|
|
354
|
|
|||
Net Income (Loss)
|
|
89,807
|
|
|
60,079
|
|
|
32,272
|
|
|||
Redeemable Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
|
|
63
|
|
|
216
|
|
|
302
|
|
|||
Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
|
|
—
|
|
|
801
|
|
|
813
|
|
|||
Net Income (Loss) Attributable to KKR Real Estate Finance Trust Inc. and Subsidiaries
|
|
89,744
|
|
|
59,062
|
|
|
31,157
|
|
|||
Preferred Stock Dividends and Redemption Value Adjustment
|
|
2,451
|
|
|
244
|
|
|
16
|
|
|||
Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
87,293
|
|
|
$
|
58,818
|
|
|
$
|
31,141
|
|
|
|
|
|
|
|
|
||||||
Net Income (Loss) Per Share of Common Stock
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.58
|
|
|
$
|
1.30
|
|
|
$
|
1.61
|
|
Diluted
|
|
$
|
1.58
|
|
|
$
|
1.30
|
|
|
$
|
1.61
|
|
Weighted Average Number of Shares of Common Stock Outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
55,136,548
|
|
|
45,320,358
|
|
|
19,299,597
|
|
|||
Diluted
|
|
55,171,061
|
|
|
45,321,360
|
|
|
19,299,597
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends Declared per Share of Common Stock
|
|
$
|
1.69
|
|
|
$
|
1.62
|
|
|
$
|
1.22
|
|
|
|
Permanent Equity
|
|
Temporary Equity
|
||||||||||||||||||||||||||||||||||||||||||
|
|
KKR Real Estate Finance Trust Inc.
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
Shares
|
|
Stated Value
|
|
Shares
|
|
Par Value
|
|
Additional Paid-In Capital
(Accumulated Deficit) |
|
Retained Earnings
|
|
Repurchased Stock
|
|
Total KKR Real Estate Finance Trust Inc. Stockholders' Equity
|
|
Noncontrolling Interests in Equity of Consolidated Joint Venture
|
|
Total Permanent Equity
|
|
Redeemable Noncontrolling Interests in Equity of Consolidated Joint Venture
|
|
Redeemable Preferred Stock
|
||||||||||||||||||||||
Balance at December 31, 2015
|
|
125
|
|
|
$
|
125
|
|
|
13,636,416
|
|
|
$
|
136
|
|
|
$
|
272,518
|
|
|
$
|
8,681
|
|
|
$
|
—
|
|
|
$
|
281,460
|
|
|
$
|
4,914
|
|
|
$
|
286,374
|
|
|
$
|
4,643
|
|
|
$
|
—
|
|
Issuance of stock
|
|
1
|
|
|
—
|
|
|
10,521,976
|
|
|
106
|
|
|
209,898
|
|
|
—
|
|
|
—
|
|
|
210,004
|
|
|
—
|
|
|
210,004
|
|
|
—
|
|
|
—
|
|
||||||||||
Offering costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,999
|
)
|
|
—
|
|
|
—
|
|
|
(2,999
|
)
|
|
—
|
|
|
(2,999
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Preferred dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Common dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,908
|
)
|
|
—
|
|
|
(21,908
|
)
|
|
—
|
|
|
(21,908
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Capital contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,049
|
|
|
2,049
|
|
|
—
|
|
|
—
|
|
||||||||||
Capital distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(437
|
)
|
|
(437
|
)
|
|
(1,915
|
)
|
|
—
|
|
||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,157
|
|
|
—
|
|
|
31,157
|
|
|
813
|
|
|
31,970
|
|
|
302
|
|
|
—
|
|
||||||||||
Balance at December 31, 2016
|
|
126
|
|
|
$
|
125
|
|
|
24,158,392
|
|
|
$
|
242
|
|
|
$
|
479,417
|
|
|
$
|
17,914
|
|
|
$
|
—
|
|
|
$
|
497,698
|
|
|
$
|
7,339
|
|
|
$
|
505,037
|
|
|
$
|
3,030
|
|
|
$
|
—
|
|
Issuance of stock
|
|
—
|
|
|
—
|
|
|
29,553,446
|
|
|
295
|
|
|
580,011
|
|
|
—
|
|
|
—
|
|
|
580,306
|
|
|
—
|
|
|
580,306
|
|
|
—
|
|
|
949
|
|
||||||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(26,398
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(523
|
)
|
|
(523
|
)
|
|
—
|
|
|
(523
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Redemption of preferred stock
|
|
(125
|
)
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Offering costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,642
|
)
|
|
—
|
|
|
—
|
|
|
(6,642
|
)
|
|
—
|
|
|
(6,642
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Preferred dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(238
|
)
|
||||||||||
Common dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,452
|
)
|
|
—
|
|
|
(70,452
|
)
|
|
—
|
|
|
(70,452
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Capital distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,140
|
)
|
|
(8,140
|
)
|
|
(156
|
)
|
|
—
|
|
||||||||||
Equity compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,824
|
|
|
—
|
|
|
58,824
|
|
|
801
|
|
|
59,625
|
|
|
216
|
|
|
238
|
|
||||||||||
Balance at December 31, 2017
|
|
1
|
|
|
$
|
—
|
|
|
53,685,440
|
|
|
$
|
537
|
|
|
$
|
1,052,851
|
|
|
$
|
6,280
|
|
|
$
|
(523
|
)
|
|
$
|
1,059,145
|
|
|
$
|
—
|
|
|
$
|
1,059,145
|
|
|
$
|
3,090
|
|
|
$
|
949
|
|
Issuance of stock
|
|
—
|
|
|
—
|
|
|
5,500,000
|
|
|
55
|
|
|
109,445
|
|
|
—
|
|
|
—
|
|
|
109,500
|
|
|
—
|
|
|
109,500
|
|
|
—
|
|
|
—
|
|
||||||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(1,623,482
|
)
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(31,331
|
)
|
|
(31,347
|
)
|
|
—
|
|
|
(31,347
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Offering costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,823
|
)
|
|
—
|
|
|
—
|
|
|
(1,823
|
)
|
|
—
|
|
|
(1,823
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Equity component of convertible notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,800
|
|
|
—
|
|
|
—
|
|
|
1,800
|
|
|
—
|
|
|
1,800
|
|
|
—
|
|
|
—
|
|
||||||||||
Preferred dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(554
|
)
|
|||||||||||
Adjustment of redeemable preferred stock to redemption value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,897
|
)
|
|
—
|
|
|
(1,897
|
)
|
|
—
|
|
|
(1,897
|
)
|
|
—
|
|
|
1,897
|
|
||||||||||
Common dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(93,798
|
)
|
|
—
|
|
|
(93,798
|
)
|
|
—
|
|
|
(93,798
|
)
|
|
—
|
|
|
—
|
|
|||||||||||
Capital distributions and redemptions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,153
|
)
|
|
—
|
|
|||||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
34,259
|
|
|
*
|
|
1,572
|
|
|
—
|
|
|
—
|
|
|
1,572
|
|
|
—
|
|
|
1,572
|
|
|
—
|
|
|
—
|
|
|||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
89,190
|
|
|
—
|
|
|
89,190
|
|
|
—
|
|
|
89,190
|
|
|
63
|
|
|
554
|
|
|||||||||||
Balance at December 31, 2018
|
|
1
|
|
|
$
|
—
|
|
|
57,596,217
|
|
|
$
|
576
|
|
|
$
|
1,163,845
|
|
|
$
|
(225
|
)
|
|
$
|
(31,854
|
)
|
|
$
|
1,132,342
|
|
|
$
|
—
|
|
|
$
|
1,132,342
|
|
|
$
|
—
|
|
|
$
|
2,846
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
89,807
|
|
|
$
|
60,079
|
|
|
$
|
32,272
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Amortization of deferred debt issuance costs and discounts
|
|
8,590
|
|
|
3,142
|
|
|
2,044
|
|
|||
Accretion of net deferred loan fees and discounts
|
|
(10,524
|
)
|
|
(3,588
|
)
|
|
(1,021
|
)
|
|||
Interest paid-in-kind
|
|
—
|
|
|
(864
|
)
|
|
(1,799
|
)
|
|||
Change in non-cash net assets of consolidated variable interest entities
|
|
2,564
|
|
|
(3,375
|
)
|
|
(3,363
|
)
|
|||
(Gain) on sale of investment securities
|
|
(13,000
|
)
|
|
—
|
|
|
—
|
|
|||
(Gain) on sale of commercial mortgage loans, held-for-sale
|
|
—
|
|
|
—
|
|
|
(285
|
)
|
|||
(Income) from equity method investments
|
|
(1,406
|
)
|
|
(875
|
)
|
|
—
|
|
|||
Stock-based compensation expense
|
|
1,973
|
|
|
65
|
|
|
—
|
|
|||
Origination and purchase of commercial loans, held-for-sale
|
|
—
|
|
|
(91,475
|
)
|
|
—
|
|
|||
Proceeds from sale of commercial loans, held-for-sale
|
|
—
|
|
|
91,467
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accrued interest receivable, net
|
|
(6,914
|
)
|
|
(5,453
|
)
|
|
(1,647
|
)
|
|||
Other assets
|
|
(1,708
|
)
|
|
2,792
|
|
|
4,826
|
|
|||
Due to affiliates
|
|
(1,231
|
)
|
|
2,714
|
|
|
(398
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
|
2,786
|
|
|
(1,858
|
)
|
|
(5,677
|
)
|
|||
Accrued interest payable
|
|
5,893
|
|
|
1,030
|
|
|
454
|
|
|||
Net cash provided by (used in) operating activities
|
|
76,830
|
|
|
53,801
|
|
|
25,406
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
||||||
Proceeds from sales of commercial mortgage-backed securities
|
|
112,747
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of commercial mortgage loans
|
|
—
|
|
|
60,991
|
|
|
31,539
|
|
|||
Proceeds from principal repayments of commercial mortgage loans, held-for-investment
|
|
446,336
|
|
|
33,609
|
|
|
7,403
|
|
|||
Proceeds from principal repayments of preferred interest in joint venture, held-to-maturity
|
|
—
|
|
|
37,310
|
|
|
—
|
|
|||
Origination of commercial mortgage loans, held-for-investment
|
|
(2,540,685
|
)
|
|
(1,201,778
|
)
|
|
(448,344
|
)
|
|||
Investment in commercial mortgage-backed securities, equity method investee
|
|
(15,611
|
)
|
|
(33,588
|
)
|
|
—
|
|
|||
Proceeds from commercial mortgage-backed securities, equity method investee
|
|
—
|
|
|
19,779
|
|
|
—
|
|
|||
Purchases of commercial mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
(36,351
|
)
|
|||
Investment in preferred interest in joint venture
|
|
—
|
|
|
—
|
|
|
(10,240
|
)
|
|||
Purchases of other capitalized assets
|
|
—
|
|
|
—
|
|
|
(455
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
(1,997,213
|
)
|
|
(1,083,677
|
)
|
|
(456,448
|
)
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
||||||
Proceeds from borrowings under secured financing agreements
|
|
2,311,140
|
|
|
984,197
|
|
|
520,408
|
|
|||
Proceeds from issuance of collateralized loan obligation
|
|
810,000
|
|
|
—
|
|
|
—
|
|
|||
Net proceeds from issuance of convertible notes
|
|
139,438
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuances of common stock
|
|
109,500
|
|
|
581,255
|
|
|
210,004
|
|
|||
Proceeds from noncontrolling interest contributions
|
|
—
|
|
|
—
|
|
|
2,049
|
|
|||
Redemption of preferred stock
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|||
Payments of common stock dividends
|
|
(88,847
|
)
|
|
(50,579
|
)
|
|
(21,908
|
)
|
|||
Payments of preferred stock dividends
|
|
(386
|
)
|
|
(137
|
)
|
|
(16
|
)
|
|||
Principal repayments on borrowings under secured financing agreements
|
|
(1,314,812
|
)
|
|
(460,432
|
)
|
|
(198,726
|
)
|
|||
Payments of debt and collateralized debt obligation issuance costs
|
|
(26,418
|
)
|
|
(3,412
|
)
|
|
(4,652
|
)
|
|||
Payments of stock issuance costs
|
|
(1,324
|
)
|
|
(4,898
|
)
|
|
(4,205
|
)
|
|||
Payments of redeemable noncontrolling interest distributions and redemptions
|
|
(3,153
|
)
|
|
(156
|
)
|
|
(1,915
|
)
|
|||
Payments of noncontrolling interest distributions
|
|
—
|
|
|
(8,140
|
)
|
|
(437
|
)
|
|||
Payments to reacquire common stock
|
|
(31,347
|
)
|
|
(523
|
)
|
|
—
|
|
|||
Tax withholding on stock-based compensation
|
|
(397
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
1,903,394
|
|
|
1,037,050
|
|
|
500,602
|
|
|||
|
|
|
|
|
|
|
||||||
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash
|
|
(16,989
|
)
|
|
7,174
|
|
|
69,560
|
|
|||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
|
|
103,520
|
|
|
96,346
|
|
|
26,786
|
|
|||
Cash, Cash Equivalents, and Restricted Cash at End of Period
|
|
$
|
86,531
|
|
|
$
|
103,520
|
|
|
$
|
96,346
|
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
|
$
|
66,775
|
|
|
$
|
17,322
|
|
|
$
|
5,546
|
|
Cash paid during the period for income taxes
|
|
755
|
|
|
806
|
|
|
521
|
|
|||
|
|
|
|
|
|
|
||||||
Supplemental Schedule of Non-Cash Investing and Financing Activities
|
|
|
|
|
|
|
||||||
Dividend declared, not yet paid
|
|
$
|
25,097
|
|
|
$
|
19,981
|
|
|
$
|
—
|
|
Loan Principal Payments Held by Servicer
|
|
—
|
|
|
4,557
|
|
|
—
|
|
|||
Loan Participations Sold, Net (Note 7)
|
|
3,881
|
|
|
81,467
|
|
|
—
|
|
|||
Funding of commercial loans, held for investment
|
|
(3,881
|
)
|
|
(81,467
|
)
|
|
—
|
|
|||
Deconsolidation of variable interest entities (assets and liabilities)
|
|
4,048,378
|
|
|
—
|
|
|
—
|
|
|||
Consolidation of variable interest entities (incremental assets and liabilities)
|
|
—
|
|
|
—
|
|
|
940,806
|
|
Level 1
|
- Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
|
Level 2
|
- Inputs are other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.
|
Level 3
|
- Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
|
|
|
|
|
|
|
|
|
Weighted Average
|
|||||||||||
Loan Type
|
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Loan Count
|
|
Floating Rate Loan %(A)
|
|
Coupon(A)
|
|
Life (Years)(B)
|
|||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loans held-for-investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior loans(C)
|
|
$
|
3,970,856
|
|
|
$
|
3,946,086
|
|
|
33
|
|
|
100.0
|
%
|
|
6.0
|
%
|
|
3.7
|
Mezzanine loans(D)
|
|
55,857
|
|
|
55,734
|
|
|
8
|
|
|
53.0
|
|
|
12.0
|
|
|
4.1
|
||
|
|
$
|
4,026,713
|
|
|
$
|
4,001,820
|
|
|
41
|
|
|
99.3
|
%
|
|
6.0
|
%
|
|
3.7
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loans held-for-investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior loans(C)
|
|
$
|
1,794,963
|
|
|
$
|
1,782,054
|
|
|
18
|
|
|
100.0
|
%
|
|
5.8
|
%
|
|
3.7
|
Mezzanine loans(D)
|
|
106,730
|
|
|
106,456
|
|
|
10
|
|
|
75.4
|
|
|
11.3
|
|
|
3.7
|
||
|
|
$
|
1,901,693
|
|
|
$
|
1,888,510
|
|
|
28
|
|
|
98.6
|
%
|
|
6.1
|
%
|
|
3.7
|
(A)
|
Average weighted by outstanding face amount of loan. Weighted average coupon assumes applicable one-month LIBOR rates of 2.50% and 1.56% as of December 31, 2018 and December 31, 2017, respectively.
|
(B)
|
The weighted average life of each loan is based on the expected timing of the receipt of contractual cash flows assuming all extension options are exercised by the borrower.
|
(C)
|
Senior loans may include accommodation mezzanine loans in connection with the senior mortgage financing. Also, includes loan participations sold with a face amount of $85.9 million and $82.0 million, and a carrying value of $85.6 million and $81.5 million as of December 31, 2018 and December 31, 2017, respectively. Includes CLO loan participations of $1.0 billion as of December 31, 2018.
|
(D)
|
In June 2018, KREF acquired the 5.0% redeemable noncontrolling interest in the Mezzanine JV that held six commercial mezzanine loans, held-for-investment, with a $26.2 million outstanding face amount and carrying value as of December 31, 2018. The Mezzanine JV held seven commercial mezzanine loans, held-for-investment, with a $61.2 million outstanding face amount and carrying value as of December 31, 2017.
|
|
Held-for-Investment
|
|
Held-for-Sale
|
|
Total
|
||||||
Balance at December 31, 2016
|
$
|
674,596
|
|
|
$
|
26,230
|
|
|
$
|
700,826
|
|
Purchases and originations, net(A)
|
1,201,778
|
|
|
91,475
|
|
|
1,293,253
|
|
|||
Transfer to held-for-investment(B)
|
107,814
|
|
|
(107,814
|
)
|
|
—
|
|
|||
Proceeds from principal repayments(C)
|
(38,166
|
)
|
|
—
|
|
|
(38,166
|
)
|
|||
Proceeds from principal repaid upon loan sale
|
(60,991
|
)
|
|
(10,000
|
)
|
|
(70,991
|
)
|
|||
Accretion of loan discount and other amortization, net(D)
|
3,479
|
|
|
109
|
|
|
3,588
|
|
|||
Balance at December 31, 2017
|
$
|
1,888,510
|
|
|
$
|
—
|
|
|
$
|
1,888,510
|
|
Purchases and originations, net(A)
|
2,544,565
|
|
|
—
|
|
|
2,544,565
|
|
|||
Proceeds from principal repayments
|
(441,779
|
)
|
|
—
|
|
|
(441,779
|
)
|
|||
Accretion of loan discount and other amortization, net(D)
|
10,524
|
|
|
—
|
|
|
10,524
|
|
|||
Balance at December 31, 2018
|
$
|
4,001,820
|
|
|
$
|
—
|
|
|
$
|
4,001,820
|
|
(A)
|
Net of applicable premiums, discounts and deferred loan origination costs.
|
(B)
|
Non-cash transfer of commercial mortgage loans, as management no longer intends to sell, and has the ability to hold-to-maturity, the loans originally placed for sale as well as loan participations sold that did not qualify for sale treatment in accordance with GAAP.
|
(C)
|
Includes $4.6 million of loan principal payments receivable from KREF's third-party servicer.
|
(D)
|
Includes accretion of applicable discounts and deferred loan origination costs.
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||
Risk Rating
|
|
Number of Loans
|
|
Net Book Value
|
|
Total Loan Exposure(A)
|
|
Risk Rating
|
|
Number of Loans
|
|
Net Book Value
|
|
Total Loan Exposure(A)
|
||||||||||
1
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2
|
|
8
|
|
|
466,742
|
|
|
468,860
|
|
|
2
|
|
4
|
|
|
155,092
|
|
|
156,123
|
|
||||
3
|
|
33
|
|
|
3,535,078
|
|
|
3,625,008
|
|
|
3
|
|
23
|
|
|
1,717,000
|
|
|
1,792,022
|
|
||||
4
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
1
|
|
|
16,418
|
|
|
16,500
|
|
||||
5
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
41
|
|
|
$
|
4,001,820
|
|
|
$
|
4,093,868
|
|
|
|
|
28
|
|
|
$
|
1,888,510
|
|
|
$
|
1,964,645
|
|
(A)
|
In certain instances, we finance our loans through the non-recourse sale of a senior interest that is not included in our consolidated financial statements. Total loan exposure includes the entire loan we originated and financed, including $67.2 million and $63.0 million of such non-consolidated interests as of December 31, 2018 and December 31, 2017, respectively.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Geography
|
|
|
|
Collateral Property Type
|
|
|
||||||||
New York
|
|
30.3
|
%
|
|
29.3
|
%
|
|
Office
|
|
44.6
|
%
|
|
41.7
|
%
|
Florida
|
|
11.3
|
|
|
2.2
|
|
|
Multifamily
|
|
41.0
|
|
|
24.7
|
|
Georgia
|
|
11.1
|
|
|
11.0
|
|
|
Condo (Residential)
|
|
4.3
|
|
|
10.8
|
|
California
|
|
9.7
|
|
|
14.9
|
|
|
Hospitality
|
|
3.7
|
|
|
2.2
|
|
Washington
|
|
8.3
|
|
|
—
|
|
|
Industrial
|
|
3.3
|
|
|
6.8
|
|
Minnesota
|
|
5.7
|
|
|
7.0
|
|
|
Retail
|
|
3.1
|
|
|
13.8
|
|
Massachusetts
|
|
4.9
|
|
|
—
|
|
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
New Jersey
|
|
3.7
|
|
|
7.1
|
|
|
|
|
|
|
|
||
Pennsylvania
|
|
3.5
|
|
|
—
|
|
|
|
|
|
|
|
||
Oregon
|
|
3.1
|
|
|
6.3
|
|
|
|
|
|
|
|
||
Washington D.C.
|
|
2.4
|
|
|
4.2
|
|
|
|
|
|
|
|
||
Colorado
|
|
2.4
|
|
|
5.1
|
|
|
|
|
|
|
|
||
Philadelphia
|
|
1.9
|
|
|
—
|
|
|
|
|
|
|
|
||
Tennessee
|
|
1.3
|
|
|
2.8
|
|
|
|
|
|
|
|
||
Texas
|
|
0.1
|
|
|
3.4
|
|
|
|
|
|
|
|
||
Hawaii
|
|
—
|
|
|
5.3
|
|
|
|
|
|
|
|
||
Illinois
|
|
—
|
|
|
0.9
|
|
|
|
|
|
|
|
||
Other U.S.
|
|
0.3
|
|
|
0.5
|
|
|
|
|
|
|
|
||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|||||||||||||||||||||||||||||||||||
|
|
Facility
|
|
Collateral
|
|
Facility
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average(B)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Month Issued
|
|
Outstanding Face Amount
|
|
Carrying Value(A)
|
|
Maximum Facility Size
|
|
Final Stated Maturity
|
|
Funding Cost
|
|
Life (Years)
|
|
Outstanding Face Amount
|
|
Amortized Cost Basis
|
|
Carrying Value
|
|
Weighted Average Life (Years)(C)
|
|
Carrying Value(A)
|
|||||||||||||||
Master Repurchase Agreements(D)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Wells Fargo(E)
|
|
Oct 2015
|
|
$
|
512,298
|
|
|
$
|
508,523
|
|
|
$
|
1,000,000
|
|
|
Nov 2023
|
|
4.5
|
%
|
|
1.5
|
|
$
|
735,750
|
|
|
$
|
730,103
|
|
|
$
|
730,103
|
|
|
3.6
|
|
$
|
482,146
|
|
Morgan Stanley(F)
|
|
Dec 2016
|
|
302,595
|
|
|
300,081
|
|
|
600,000
|
|
|
Dec 2021
|
|
5.1
|
|
|
1.2
|
|
448,444
|
|
|
445,974
|
|
|
445,974
|
|
|
2.7
|
|
421,904
|
|
|||||||
Goldman Sachs(G)
|
|
Sep 2016
|
|
342,368
|
|
|
340,671
|
|
|
400,000
|
|
|
Oct 2020
|
|
4.8
|
|
|
1.4
|
|
465,764
|
|
|
461,565
|
|
|
461,565
|
|
|
4.5
|
|
60,750
|
|
|||||||
Asset Specific Financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
BMO Facility(H)
|
|
Aug 2018
|
|
60,000
|
|
|
58,815
|
|
|
200,000
|
|
|
n.a
|
|
4.7
|
|
|
4.6
|
|
81,779
|
|
|
80,949
|
|
|
80,949
|
|
|
4.9
|
|
—
|
|
|||||||
Revolving Credit Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Barclays(I)
|
|
May 2017
|
|
n.a
|
|
n.a
|
|
n.a
|
|
n.a
|
|
—
|
|
|
0.0
|
|
n.a
|
|
n.a
|
|
n.a
|
|
n.a
|
|
—
|
|
|||||||||||||
Revolver(J)
|
|
Dec 2018
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
Dec 2023
|
|
0.7
|
|
|
0.0
|
|
n.a
|
|
n.a
|
|
n.a
|
|
n.a
|
|
—
|
|
||||||||||
Total / Weighted Average
|
|
$
|
1,217,261
|
|
|
$
|
1,208,090
|
|
|
$
|
2,300,000
|
|
|
|
|
4.7
|
%
|
|
1.6
|
|
|
|
|
|
|
|
|
|
$
|
964,800
|
|
(A)
|
Net of $9.2 million and $4.5 million unamortized debt issuance costs as of December 31, 2018 and December 31, 2017, respectively.
|
(B)
|
Average weighted by the outstanding face amount of borrowings.
|
(C)
|
Average based on the fully extended loan maturity, weighted by the outstanding face amount of the collateral.
|
(D)
|
Borrowings under these repurchase agreements are collateralized by senior loans, held-for-investment, and bear interest equal to the sum of (i) a floating rate index, equal to one-month LIBOR, subject to certain floors of not less than zero, or an index approximating LIBOR, and (ii) a margin, based on the collateral. As of December 31, 2018 and December 31, 2017, the percentage of the outstanding face amount of the collateral sold and not borrowed under these repurchase agreements, or average "haircut" weighted by outstanding face amount of collateral, was 25.8% and 32.9%, respectively (or 23.4% and 27.3%, respectively, if KREF had borrowed the maximum amount approved by its repurchase agreement counterparties as of such dates).
|
(E)
|
In November 2018, KREF and Wells Fargo Bank, National Association (“Wells Fargo”) amended the September 2018 amended and restated master repurchase agreement to extend the facility maturity date. The current stated maturity date is , which does not reflect two, twelve-month facility term extensions available to KREF, which is contingent upon certain covenants and thresholds. In September 2018, KREF and Wells Fargo amended the master repurchase agreement to increase the maximum facility size from $750.0 million to $1,000.0 million. As of December 31, 2018, the collateral-based margin was between 1.50% and 2.15%.
|
(F)
|
In November 2017, KREF and Morgan Stanley Bank, N.A. ("Morgan Stanley") amended and restated the master repurchase agreement to extend the facility maturity date and to increase the maximum facility size from $500.0 million to $600.0 million and, subject to customary conditions, permits KREF to request the facility be further increased to $750.0 million. The current stated maturity of the facility is December 2020, which does not reflect one, twelve-month facility term extension available to KREF, which is contingent upon certain covenants and thresholds and, even if such covenants and thresholds are satisfied, is at the sole discretion of Morgan Stanley. As of December 31, 2018, the collateral-based margin was between 2.00% and 2.45%.
|
(G)
|
In October 2018, KREF and Goldman Sachs Bank USA (“Goldman Sachs”) amended the July 2018 amended and restated master repurchase agreement to modify certain terms and provisions. The amended and restated facility includes a $400.0 million term facility with a maturity of October 2020. As of December 31, 2018, the collateral-based margin was between 1.70% and 2.00%.
|
(H)
|
In August 2018, KREF entered into a $200.0 million loan financing facility with BMO Harris Bank ("BMO Facility"). The facility provides asset-based financing on a non-mark to market basis with matched-term up to five years with partial recourse to KREF. As of December 31, 2018, the collateral-based margin was 1.7%.
|
(I)
|
In December 2018, KREF terminated the $75.0 million corporate secured revolving credit facility administered by Barclays Bank PLC ("Barclays"). In connection with the termination of the facility, KREF recognized $0.7 million of previously unrecognized deferred financing costs.
|
(J)
|
In December 2018, KREF entered into a $100.0 million unsecured corporate revolving credit facility (“Revolver”) administered by Morgan Stanley Senior Funding, Inc. (“Morgan Stanley Senior Funding”). The lenders under the facility are Morgan Stanley Senior Funding and Goldman Sachs, each with a $50.0 million commitment. The current stated maturity of the facility is December 2023. Borrowings under the facility bear interest at a per annum rate equal to the sum of (i) a floating rate index and (ii) a fixed margin. Amounts borrowed under this facility are full recourse to certain subsidiaries of KREF. As of December 31, 2018, the carrying value excluded $1.4 million unamortized debt issuance costs presented as " — Other assets" in KREF's Consolidated Balance Sheets.
|
|
|
Outstanding Face Amount
|
|
Net Counterparty Exposure
|
|
Percent of Stockholders' Equity
|
|
Weighted Average Life (Years)(A)
|
|||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|||||
Wells Fargo
|
|
$
|
512,298
|
|
|
$
|
223,780
|
|
|
19.8
|
%
|
|
1.5
|
Morgan Stanley
|
|
302,595
|
|
|
145,066
|
|
|
12.8
|
|
|
1.2
|
||
Goldman Sachs Bank USA
|
|
342,368
|
|
|
122,461
|
|
|
10.8
|
%
|
|
1.4
|
||
Total / Weighted Average
|
|
$
|
1,157,261
|
|
|
$
|
491,307
|
|
|
43.7
|
%
|
|
1.4
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|||||
Wells Fargo
|
|
$
|
485,250
|
|
|
$
|
203,303
|
|
|
19.2
|
%
|
|
1.6
|
Morgan Stanley
|
|
423,347
|
|
|
251,463
|
|
|
23.7
|
|
|
2.0
|
||
Total / Weighted Average
|
|
$
|
908,597
|
|
|
$
|
454,766
|
|
|
42.9
|
%
|
|
1.8
|
(A)
|
Average weighted by the outstanding face amount of borrowings under the secured financing agreement.
|
|
|
December 31, 2018
|
||||||||||||||
Term Loan Facility
|
|
Count
|
|
Outstanding Face Amount
|
|
Carrying Value
|
|
Wtd. Avg. Yield/Cost(A)
|
|
Guarantee(B)
|
|
Wtd. Avg. Term(C)
|
||||
Collateral assets
|
|
10
|
|
$
|
941,905
|
|
|
$
|
933,179
|
|
|
L + 3.1%
|
|
n.a.
|
|
August 2023
|
Financing provided
|
|
1
|
|
748,414
|
|
|
742,959
|
|
|
L + 1.8%
|
|
n.a.
|
|
August 2023
|
(A)
|
Floating rate loans and related liabilities are indexed to one-month LIBOR. KREF's net interest rate exposure is in direct proportion to its interest in the net assets indexed to that rate. In addition to cash coupon, yield/cost includes the amortization of deferred origination/financing costs.
|
(B)
|
Financing under the Term Loan Facility is non-recourse to KREF.
|
(C)
|
The weighted-average term is determined using the maximum maturity date of the corresponding loans, assuming all extension options are exercised by the borrower.
|
Balance at December 31, 2016
|
|
$
|
439,144
|
|
Principal borrowings
|
|
984,197
|
|
|
Principal repayments
|
|
(460,432
|
)
|
|
Deferred debt issuance costs
|
|
(1,468
|
)
|
|
Amortization of deferred debt issuance costs
|
|
2,548
|
|
|
Other(A)
|
|
811
|
|
|
Balance as of December 31, 2017
|
|
$
|
964,800
|
|
Principal borrowings
|
|
2,311,140
|
|
|
Principal repayments/ sales/ deconsolidation
|
|
(1,314,812
|
)
|
|
Deferred debt issuance costs
|
|
(15,324
|
)
|
|
Amortization of deferred debt issuance costs
|
|
5,245
|
|
|
Balance as of December 31, 2018
|
|
$
|
1,951,049
|
|
Year
|
|
Nonrecourse
|
|
Recourse(A)
|
|
Total
|
||||||
2019
|
|
$
|
—
|
|
|
$
|
360,655
|
|
|
$
|
360,655
|
|
2020
|
|
81,528
|
|
|
698,947
|
|
|
780,475
|
|
|||
2021
|
|
666,886
|
|
|
—
|
|
|
666,886
|
|
|||
2022
|
|
—
|
|
|
157,659
|
|
|
157,659
|
|
|||
|
|
$
|
748,414
|
|
|
$
|
1,217,261
|
|
|
$
|
1,965,675
|
|
(A)
|
Amounts borrowed subject to a maximum 25.0% recourse limit.
|
Collateralized Loan Obligation
|
|
Count
|
|
Face Amount
|
|
Carrying Value
|
|
Wtd. Avg.
Yield/Cost(B) |
|
Wtd. Avg. Term(C)
|
||||
Collateral assets(A)
|
|
24
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
|
L + 3.5%
|
|
December 2022
|
Financing provided
|
|
1
|
|
810,000
|
|
|
800,346
|
|
|
L + 1.8%
|
|
June 2036
|
(A)
|
Represents 24.8% of the face amount of KREF's commercial mortgage loans as of December 31, 2018. As of December 31, 2018, 100% of KREF loans financed through the CLO are floating rate loans.
|
(B)
|
Yield is based on cash coupon. Financing cost includes amortization of deferred financing costs incurred in connection with the CLO.
|
(C)
|
Loan term represents weighted-average final maturity, assuming extension options are exercised by the borrower. Repayments of CLO notes are dependent on timing of related collateral loan asset repayments post reinvestment period. The term of the CLO notes represents the rated final distribution date.
|
Assets
|
|
December 31, 2018
|
||
Cash
|
|
$
|
—
|
|
Commercial mortgage loans, held-for-investment, net
|
|
1,000,000
|
|
|
Accrued interest receivable
|
|
4,263
|
|
|
Other assets
|
|
1,295
|
|
|
Total
|
|
$
|
1,005,558
|
|
Liabilities
|
|
|
||
Collateralized loan obligation, net
|
|
800,346
|
|
|
Accrued interest payable
|
|
3,341
|
|
|
Accounts payable, accrued expenses and other liabilities
|
|
314
|
|
|
Total
|
|
$
|
804,001
|
|
|
|
Year Ended December 31,
|
||
|
|
2018
|
||
Net Interest Income
|
|
|
||
Interest income
|
|
$
|
5,553
|
|
Interest expense(A)
|
|
3,640
|
|
|
Net interest income
|
|
$
|
1,913
|
|
(A)
|
Includes $0.3 million of deferred financing costs amortization for the year ended December 31, 2018. KREF's unamortized deferred financing costs related to KREF 2018-FL1 were $9.7 million as of December 31, 2018.
|
|
|
Year Ended December 31,
|
||
|
|
2018
|
||
Cash coupon
|
|
$
|
5,454
|
|
Discount and issuance cost amortization
|
|
861
|
|
|
Total interest expense
|
|
$
|
6,315
|
|
|
|
December 31, 2018
|
||
Face value
|
|
$
|
143,750
|
|
Deferred financing costs
|
|
(4,486
|
)
|
|
Unamortized discount
|
|
(1,576
|
)
|
|
Net book value
|
|
$
|
137,688
|
|
|
|
December 31, 2018
|
||||||||||||||
Loan Participations Sold
|
|
Count
|
|
Principal Balance
|
|
Carrying Value
|
|
Yield/Cost(A)
|
|
Guarantee(B)
|
|
Term
|
||||
Total loan
|
|
1
|
|
$
|
99,757
|
|
|
$
|
99,368
|
|
|
L + 3.0%
|
|
n.a.
|
|
September 2022
|
Senior participation(C)
|
|
1
|
|
85,880
|
|
|
85,465
|
|
|
L + 1.8%
|
|
n.a.
|
|
September 2022
|
|
|
December 31, 2017
|
||||||||||||||
Loan Participations Sold
|
|
Count
|
|
Principal Balance
|
|
Carrying Value
|
|
Yield/Cost(A)
|
|
Guarantee(B)
|
|
Term
|
||||
Total loan
|
|
1
|
|
$
|
95,920
|
|
|
$
|
94,755
|
|
|
L + 3.0%
|
|
n.a.
|
|
September 2022
|
Senior participation(C)
|
|
1
|
|
82,000
|
|
|
81,472
|
|
|
L + 1.8%
|
|
n.a.
|
|
September 2022
|
(A)
|
Floating rate loans and related liabilities are indexed to one-month LIBOR. KREF's net interest rate exposure is in direct proportion to its interest in the net assets of the senior loan.
|
(B)
|
As of December 31, 2018 and 2017, the loan participation sold was subject to partial recourse of $10.0 million, which amount may be reduced to zero upon achievement of certain property performance metrics.
|
(C)
|
During the years ended December 31, 2018 and 2017, KREF recorded $3.3 million and $0.0 million of interest income and $3.3 million and $0.0 million of interest expense, respectively, related to the loan participation KREF sold, but continue to consolidate under GAAP.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Trusts' Assets
|
|
|
|
||||
Commercial mortgage loans held in variable interest entities, at fair value(A)
|
$
|
1,092,986
|
|
|
$
|
5,372,811
|
|
Accrued interest receivable
|
4,005
|
|
|
19,740
|
|
||
|
|
|
|
|
|
||
Trusts' Liabilities
|
|
|
|
||||
Variable interest entity liabilities, at fair value(B)
|
1,080,255
|
|
|
5,256,926
|
|
||
Accrued interest payable
|
3,818
|
|
|
18,661
|
|
(A)
|
Includes accrued interest receivable.
|
(B)
|
Includes accrued interest payable.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net interest earned
|
$
|
5,152
|
|
|
$
|
12,470
|
|
|
12,098
|
|
|
Unrealized gain (loss)
|
(2,564
|
)
|
|
3,375
|
|
|
3,363
|
|
|||
Change in net assets related to consolidated variable interest entities
|
$
|
2,588
|
|
|
$
|
15,845
|
|
|
$
|
15,461
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Geography
|
|
|
|
Collateral Property Type
|
|
|
||||||||
California
|
|
33.4
|
%
|
|
23.2
|
%
|
|
Retail
|
|
28.3
|
%
|
|
25.2
|
%
|
Texas
|
|
11.1
|
|
|
12.7
|
|
|
Office
|
|
27.4
|
|
|
26.4
|
|
New York
|
|
8.3
|
|
|
9.1
|
|
|
Hospitality
|
|
13.0
|
|
|
15.0
|
|
Missouri
|
|
5.4
|
|
|
4.6
|
|
|
Multifamily
|
|
9.9
|
|
|
10.6
|
|
Pennsylvania
|
|
5.1
|
|
|
4.5
|
|
|
Industrial/ Flex
|
|
9.6
|
|
|
9.6
|
|
Florida
|
|
4.2
|
|
|
5.5
|
|
|
Self Storage
|
|
5.7
|
|
|
3.0
|
|
Massachusetts*
|
|
3.6
|
|
|
1.7
|
|
|
Mixed Use
|
|
3.9
|
|
|
6.9
|
|
Illinois
|
|
2.7
|
|
|
7.1
|
|
|
Mobile Home
|
|
1.7
|
|
|
2.7
|
|
Georgia
|
|
2.6
|
|
|
2.9
|
|
|
Other
|
|
0.5
|
|
|
0.6
|
|
New Hampshire*
|
|
2.4
|
|
|
1.0
|
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Delaware*
|
|
1.9
|
|
|
1.3
|
|
|
|
|
|
|
|
||
Virginia*
|
|
1.7
|
|
|
1.2
|
|
|
|
|
|
|
|
||
Other U.S.
|
|
17.6
|
|
|
25.2
|
|
|
|
|
|
|
|
||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
Pricing Date
|
|
Shares Issued
|
|
Net Proceeds
|
|||
As of December 31, 2015
|
|
13,636,416
|
|
|
$
|
272,728
|
|
February 2016
|
|
2,000,000
|
|
|
40,000
|
|
|
May 2016
|
|
3,000,138
|
|
|
57,130
|
|
|
June 2016(A)
|
|
21,838
|
|
|
—
|
|
|
August 2016
|
|
5,500,000
|
|
|
109,875
|
|
|
As of December 31, 2016
|
|
24,158,392
|
|
|
479,733
|
|
|
February 2017
|
|
7,386,208
|
|
|
147,662
|
|
|
April 2017
|
|
10,379,738
|
|
|
207,595
|
|
|
May 2017- Initial Public Offering
|
|
11,787,500
|
|
|
219,356
|
|
|
As of December 31, 2017
|
|
53,711,838
|
|
|
1,054,346
|
|
|
August 2018
|
|
5,000,000
|
|
|
98,326
|
|
|
November 2018
|
|
500,000
|
|
|
9,351
|
|
|
As of As of December 31, 2018
|
|
59,211,838
|
|
|
$
|
1,162,023
|
|
(A)
|
KREF did not receive any proceeds with respect to 21,838 shares of common stock issued to certain current and former employees of, and non-employee consultants to, KKR and third-party investors in the private placement completed in March 2016, in accordance with KREF's Stockholders Agreement dated as of March 29, 2016.
|
|
|
|
|
|
|
Amount
|
||||||
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Per Share
|
|
Total
|
||||
2017
|
|
|
|
|
|
|
|
|
||||
February 3, 2017
|
|
February 3, 2017
|
|
February 3, 2017
|
|
$
|
0.35
|
|
|
$
|
8,455
|
|
April 18, 2017
|
|
April 18, 2017
|
|
April 18, 2017
|
|
0.28
|
|
|
8,832
|
|
||
June 14, 2017
|
|
June 30, 2017
|
|
July 14, 2017
|
|
0.25
|
|
|
13,428
|
|
||
September 14, 2017
|
|
September 30, 2017
|
|
October 12, 2017
|
|
0.37
|
|
|
19,873
|
|
||
December 14, 2017
|
|
December 29, 2017
|
|
January 12, 2018
|
|
0.37
|
|
|
19,864
|
|
||
|
|
|
|
|
|
|
|
$
|
70,452
|
|
||
2018
|
|
|
|
|
|
|
|
|
||||
March 12, 2018
|
|
March 29, 2018
|
|
April 13, 2018
|
|
$
|
0.40
|
|
|
$
|
21,230
|
|
May 7, 2018
|
|
June 29, 2018
|
|
July 13, 2018
|
|
0.43
|
|
|
22,804
|
|
||
September 11, 2018
|
|
September 28, 2018
|
|
October 12, 2018
|
|
0.43
|
|
|
24,951
|
|
||
December 17, 2018
|
|
December 28, 2018
|
|
January 11, 2019
|
|
0.43
|
|
|
24,813
|
|
||
|
|
|
|
|
|
|
|
$
|
93,798
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to common stockholders
|
|
$
|
87,293
|
|
|
$
|
58,818
|
|
|
$
|
31,141
|
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
|
55,136,548
|
|
|
45,320,358
|
|
|
19,299,597
|
|
|||
Dilutive restricted stock units
|
|
34,513
|
|
|
1,002
|
|
|
—
|
|
|||
Diluted weighted average common shares outstanding
|
|
55,171,061
|
|
|
45,321,360
|
|
|
19,299,597
|
|
|||
Net income (loss) attributable to common stockholders, per:
|
|
|
|
|
|
|
||||||
Basic common share
|
|
$
|
1.58
|
|
|
$
|
1.30
|
|
|
$
|
1.61
|
|
Diluted common share
|
|
$
|
1.58
|
|
|
$
|
1.30
|
|
|
$
|
1.61
|
|
|
|
Restricted Stock Units
|
|
Weighted Average Grant Date Fair Value Per RSU(A)
|
|||
Unvested as of December 31, 2017
|
|
154,878
|
|
|
$
|
18.61
|
|
Granted
|
|
361,878
|
|
|
19.03
|
|
|
Vested
|
|
(54,037
|
)
|
|
20.47
|
|
|
Forfeited/ cancelled
|
|
(3,540
|
)
|
|
20.56
|
|
|
Unvested as of December 31, 2018
|
|
459,179
|
|
|
$
|
19.33
|
|
(A)
|
The grant-date fair value is based upon the last sale price of KREF’s common stock at the date of grant.
|
|
December 31,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Management fees
|
$
|
4,330
|
|
|
$
|
3,748
|
|
Expense reimbursements and other
|
382
|
|
|
694
|
|
||
|
$
|
4,712
|
|
|
$
|
4,442
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Management fees
|
$
|
16,346
|
|
|
$
|
13,492
|
|
|
$
|
5,934
|
|
Incentive compensation
|
4,756
|
|
|
—
|
|
|
365
|
|
|||
Expense reimbursements and other(A)
|
1,184
|
|
|
1,561
|
|
|
486
|
|
|||
|
$
|
22,286
|
|
|
$
|
15,053
|
|
|
$
|
6,785
|
|
(A)
|
KREF presents these amounts in "Operating Expenses — General and administrative" in its Consolidated Statements of Income. Affiliate expense reimbursements presented in the table above exclude the out-of-pocket amounts paid by the Manager to parties unaffiliated with the Manager on behalf of KREF, and for which KREF reimburses the Manager in cash. For the years ended December 31, 2018, 2017, and 2016, these cash reimbursements totaled $2.7 million, $1.6 million, and $3.0 million, respectively.
|
|
|
|
|
|
|
Fair Value
|
||||||||||||||||||
|
|
Principal Balance(A)
|
|
Carrying Value(B)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
86,531
|
|
|
$
|
86,531
|
|
|
$
|
86,531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86,531
|
|
Commercial mortgage loans, held-for-investment, net(C)
|
|
4,026,713
|
|
|
4,001,820
|
|
|
—
|
|
|
—
|
|
|
4,007,316
|
|
|
4,007,316
|
|
||||||
Equity method investments, at fair value
|
|
30,734
|
|
|
30,734
|
|
|
—
|
|
|
—
|
|
|
30,734
|
|
|
30,734
|
|
||||||
Commercial mortgage loans held in variable interest entities, at fair value
|
|
1,127,926
|
|
|
1,092,986
|
|
|
—
|
|
|
—
|
|
|
1,092,986
|
|
|
1,092,986
|
|
||||||
|
|
$
|
5,271,904
|
|
|
$
|
5,212,071
|
|
|
$
|
86,531
|
|
|
$
|
—
|
|
|
$
|
5,131,036
|
|
|
$
|
5,217,567
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Secured financing agreements, net
|
|
$
|
1,965,675
|
|
|
$
|
1,951,049
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,965,675
|
|
|
$
|
1,965,675
|
|
Collateralized loan obligation, net
|
|
810,000
|
|
|
800,346
|
|
|
—
|
|
|
—
|
|
|
810,000
|
|
|
810,000
|
|
||||||
Convertible notes, net
|
|
143,750
|
|
|
137,688
|
|
|
142,107
|
|
|
—
|
|
|
—
|
|
|
142,107
|
|
||||||
Loan participations sold, net
|
|
85,880
|
|
|
85,465
|
|
|
—
|
|
|
—
|
|
|
85,295
|
|
|
85,295
|
|
||||||
Variable interest entity liabilities, at fair value
|
|
1,092,984
|
|
|
1,080,255
|
|
|
—
|
|
|
—
|
|
|
1,080,255
|
|
|
1,080,255
|
|
||||||
|
|
$
|
4,098,289
|
|
|
$
|
4,054,803
|
|
|
$
|
142,107
|
|
|
$
|
—
|
|
|
$
|
3,941,225
|
|
|
$
|
4,083,332
|
|
(A)
|
The principal balance of commercial mortgage loans excludes premiums and unamortized discounts.
|
(B)
|
The carrying value of commercial mortgage loans is presented net of $24.9 million unamortized origination discounts and deferred nonrefundable fees. The carrying value of secured financing agreements is presented net of $14.6 million unamortized debt issuance costs. The carrying value of collateralized loan obligations is presented net of $9.7 million unamortized debt issuance costs.
|
(C)
|
Includes $1.0 billion of CLO loan participations as of December 31, 2018. Also, includes senior loans for which KREF sold a loan participation that was not treated as a sale under GAAP, with a carrying value of $85.6 million and a fair value of $85.3 million as of December 31, 2018.
|
|
|
|
|
|
|
Fair Value
|
||||||||||||||||||
|
|
Principal Balance(A)
|
|
Carrying Value(B)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
103,120
|
|
|
$
|
103,120
|
|
|
$
|
103,120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103,120
|
|
Restricted cash
|
|
400
|
|
|
400
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
400
|
|
||||||
Commercial mortgage loans, held-for-investment, net(C)
|
|
1,901,693
|
|
|
1,888,510
|
|
|
—
|
|
|
—
|
|
|
1,894,870
|
|
|
1,894,870
|
|
||||||
Equity method investments, at fair value
|
|
14,390
|
|
|
14,390
|
|
|
—
|
|
|
—
|
|
|
14,390
|
|
|
14,390
|
|
||||||
Commercial mortgage loans held in variable interest entities, at fair value
|
|
5,305,976
|
|
|
5,372,811
|
|
|
—
|
|
|
—
|
|
|
5,372,811
|
|
|
5,372,811
|
|
||||||
|
|
$
|
7,325,579
|
|
|
$
|
7,379,231
|
|
|
$
|
103,520
|
|
|
$
|
—
|
|
|
$
|
7,282,071
|
|
|
$
|
7,385,591
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Secured financing agreements, net
|
|
$
|
969,347
|
|
|
$
|
964,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
969,347
|
|
|
$
|
969,347
|
|
Loan participations sold, net
|
|
82,000
|
|
|
81,472
|
|
|
—
|
|
|
—
|
|
|
81,836
|
|
|
81,836
|
|
||||||
Variable interest entity liabilities, at fair value
|
|
4,996,817
|
|
|
5,256,926
|
|
|
—
|
|
|
—
|
|
|
5,256,926
|
|
|
5,256,926
|
|
||||||
|
|
$
|
6,048,164
|
|
|
$
|
6,303,198
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,308,109
|
|
|
$
|
6,308,109
|
|
(A)
|
The principal balance of commercial mortgage loans excludes premiums and discounts.
|
(B)
|
The carrying value of commercial mortgage loans is presented net of $13.2 million origination discounts and deferred nonrefundable fees. The carrying value of secured financing agreements is presented net of $4.5 million unamortized debt issuance costs.
|
(C)
|
Includes senior loans for which KREF sold a loan participation that was not treated as a sale under GAAP, with a carrying value of $81.5 million and a fair value of $81.8 million as of December 31, 2017.
|
|
|
Assets
|
|
Liabilities
|
|
|
||||||
|
|
Commercial Mortgage Loans Held in Variable Interest Entities, at Fair Value
|
|
Variable Interest Entity Liabilities, at Fair Value
|
|
Net
|
||||||
Balance as of December 31, 2016
|
|
$
|
5,426,084
|
|
|
$
|
5,313,574
|
|
|
$
|
112,510
|
|
Gains (losses) included in net income
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) included in change in net assets related to CMBS consolidated VIEs
|
|
(7,567
|
)
|
|
(10,942
|
)
|
|
3,375
|
|
|||
Purchases and repayments
|
|
|
|
|
|
|
||||||
Repayments
|
|
(45,562
|
)
|
|
(45,562
|
)
|
|
—
|
|
|||
Other(A)
|
|
(144
|
)
|
|
(144
|
)
|
|
—
|
|
|||
Balance as of December 31, 2017
|
|
$
|
5,372,811
|
|
|
$
|
5,256,926
|
|
|
$
|
115,885
|
|
Gains (losses) included in net income
|
|
|
|
|
|
|
||||||
Realized gain (loss)
|
|
13,000
|
|
|
—
|
|
|
13,000
|
|
|||
Unrealized gain (loss) included in change in net assets related to CMBS consolidated VIEs
|
|
(98,990
|
)
|
|
(96,426
|
)
|
|
(2,564
|
)
|
|||
Purchases and sales/repayments
|
|
|
|
|
|
|
||||||
Sales/Repayments/Deconsolidation
|
|
(4,178,118
|
)
|
|
(4,065,371
|
)
|
|
(112,747
|
)
|
|||
Other(A)
|
|
(15,717
|
)
|
|
(14,874
|
)
|
|
(843
|
)
|
|||
Balance as of December 31, 2018
|
|
$
|
1,092,986
|
|
|
$
|
1,080,255
|
|
|
$
|
12,731
|
|
(A)
|
Amounts primarily consist of changes in accrued interest.
|
|
|
Fair Value
|
|
Valuation Methodologies
|
|
Unobservable Inputs(A)
|
|
Weighted Average(B)
|
|
Range
|
||
Assets(C)
|
|
|
|
|
|
|
|
|
|
|
||
Commercial mortgage loans, held-for-investment, net
|
|
$
|
4,007,316
|
|
|
Discounted cash flow
|
|
Loan-to-value ratio
|
|
60.3%
|
|
46.6% - 82.8%
|
|
|
|
|
|
|
Discount rate
|
|
7.3%
|
|
2.9% - 13.9%
|
||
Commercial mortgage loans held in variable interest entities, at fair value(D)
|
|
1,092,986
|
|
|
Discounted cash flow
|
|
Yield
|
|
8.5%
|
|
2.8% - 39.6%
|
|
|
|
$
|
5,100,302
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||
Secured financing agreements, net
|
|
$
|
1,965,675
|
|
|
Market comparable
|
|
Credit spread
|
|
1.7%
|
|
1.4% - 2.5%
|
Collateralized loan obligation, net(E)
|
|
810,000
|
|
|
Market comparable
|
|
Credit spread
|
|
n.a
|
|
n.a
|
|
Loan participations sold, net
|
|
85,295
|
|
|
Discounted cash flow
|
|
Loan-to-value ratio
|
|
54.1%
|
|
54.1% - 54.1%
|
|
|
|
|
|
|
|
Discount rate
|
|
3.9%
|
|
2.9% - 4.9%
|
||
Variable interest entity liabilities, at fair value
|
|
1,080,255
|
|
|
Discounted cash flow
|
|
Yield
|
|
6.5%
|
|
2.8% - 16.5%
|
|
|
|
$
|
3,941,225
|
|
|
|
|
|
|
|
|
|
(A)
|
An increase (decrease) in the valuation input results in a decrease (increase) in value.
|
(B)
|
Represents the average of the input value, weighted by the unpaid principal balance of the financial instrument.
|
(C)
|
KREF carries a $30.5 million investment in an aggregator vehicle alongside RECOP (Note 7) at its pro rata share of the aggregator's net asset value, which management believes approximates fair value.
|
(D)
|
Management measures the fair value of "Commercial mortgage loans held in variable interest entities, at fair value" using the fair value of the CMBS trust liabilities. The Level 3 inputs presented in the table above reflect the inputs used to value the CMBS trust liabilities, including the CMBS beneficially owned by KREF stockholders eliminated in consolidation of the CMBS trusts.
|
(E)
|
The principal balance of the collateralized loan obligation approximates its fair value as current borrowing spreads reflect market terms.
|
Year
|
|
Ordinary Dividends
|
|
Qualified Dividends
|
|
Long Term Capital Gain
|
|
Return of Capital
|
||||
2018
|
|
87.8
|
%
|
|
0.6
|
%
|
|
11.7
|
%
|
|
—
|
%
|
2017
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2016
|
|
100.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Description/ Location
|
|
Property Type
|
|
Month Originated
|
|
Maximum Face Amount
|
|
Initial Face Amount Funded
|
|
Interest Rate(A)
|
|
Maturity Date(B)
|
|
LTV
|
||||
Brooklyn, NY
|
|
Hospitality
|
|
January 2019
|
|
$
|
76,000
|
|
|
$
|
76,000
|
|
|
L + 2.9%
|
|
February 2024
|
|
69%
|
(A)
|
Floating rate based on one-month USD LIBOR.
|
(B)
|
Maturity date assumes all extension options are exercised, if applicable.
|
|
2018
|
||||||||||||||||||
|
Quarter Ended
|
|
Year Ended
|
||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
December 31, 2018
|
||||||||||
Net Interest Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
31,694
|
|
|
$
|
40,363
|
|
|
$
|
51,895
|
|
|
$
|
59,623
|
|
|
$
|
183,575
|
|
Interest expense
|
10,690
|
|
|
18,798
|
|
|
23,337
|
|
|
32,192
|
|
|
85,017
|
|
|||||
Total net interest income
|
21,004
|
|
|
21,565
|
|
|
28,558
|
|
|
27,431
|
|
|
98,558
|
|
|||||
Other Income (Loss)
|
9,198
|
|
|
7,983
|
|
|
1,602
|
|
|
1,310
|
|
|
20,093
|
|
|||||
Operating Expenses
|
6,602
|
|
|
5,599
|
|
|
9,103
|
|
|
7,610
|
|
|
28,914
|
|
|||||
Income (Loss) Before Income Taxes, Noncontrolling Interests and Preferred Dividends
|
23,600
|
|
|
23,949
|
|
|
21,057
|
|
|
21,131
|
|
|
89,737
|
|
|||||
Income tax expense (benefit)
|
175
|
|
|
(33
|
)
|
|
85
|
|
|
(297
|
)
|
|
(70
|
)
|
|||||
Net Income (Loss)
|
23,425
|
|
|
23,982
|
|
|
20,972
|
|
|
21,428
|
|
|
89,807
|
|
|||||
Redeemable Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
|
34
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||
Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Income (Loss) Attributable to KKR Real Estate Finance Trust Inc. and Subsidiaries
|
23,391
|
|
|
23,953
|
|
|
20,972
|
|
|
21,428
|
|
|
89,744
|
|
|||||
Preferred Stock Dividends and Redemption Value Adjustment
|
111
|
|
|
470
|
|
|
151
|
|
|
1,719
|
|
|
2,451
|
|
|||||
Net Income (Loss) Attributable to Common Stockholders
|
$
|
23,280
|
|
|
$
|
23,483
|
|
|
$
|
20,821
|
|
|
$
|
19,709
|
|
|
$
|
87,293
|
|
Net Income (Loss) Per Share of Common Stock, basic and diluted
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.37
|
|
|
$
|
0.34
|
|
|
$
|
1.58
|
|
Weighted Average Number of Shares of Common Stock Outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
53,337,915
|
|
|
53,064,585
|
|
|
55,903,126
|
|
|
58,178,944
|
|
|
55,136,548
|
|
|||||
Diluted
|
53,378,467
|
|
|
53,069,866
|
|
|
55,921,655
|
|
|
58,253,821
|
|
|
55,171,061
|
|
|
2017
|
||||||||||||||||||
|
Quarter Ended
|
|
Year Ended
December 31, 2017
|
||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
|||||||||||
Net Interest Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
12,906
|
|
|
$
|
17,446
|
|
|
$
|
24,408
|
|
|
$
|
28,385
|
|
|
$
|
83,145
|
|
Interest expense
|
3,953
|
|
|
3,225
|
|
|
5,414
|
|
|
8,632
|
|
|
21,224
|
|
|||||
Total net interest income
|
8,953
|
|
|
14,221
|
|
|
18,994
|
|
|
19,753
|
|
|
61,921
|
|
|||||
Other Income (Loss)
|
4,790
|
|
|
4,780
|
|
|
4,317
|
|
|
3,801
|
|
|
17,688
|
|
|||||
Operating Expenses
|
2,988
|
|
|
4,451
|
|
|
5,328
|
|
|
5,661
|
|
|
18,428
|
|
|||||
Income (Loss) Before Income Taxes, Noncontrolling Interests and Preferred Dividends
|
10,755
|
|
|
14,550
|
|
|
17,983
|
|
|
17,893
|
|
|
61,181
|
|
|||||
Income tax expense
|
122
|
|
|
146
|
|
|
120
|
|
|
714
|
|
|
1,102
|
|
|||||
Net Income (Loss)
|
10,633
|
|
|
14,404
|
|
|
17,863
|
|
|
17,179
|
|
|
60,079
|
|
|||||
Redeemable Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
|
46
|
|
|
34
|
|
|
54
|
|
|
82
|
|
|
216
|
|
|||||
Noncontrolling Interests in Income (Loss) of Consolidated Joint Venture
|
210
|
|
|
214
|
|
|
377
|
|
|
—
|
|
|
801
|
|
|||||
Net Income (Loss) Attributable to KKR Real Estate Finance Trust Inc. and Subsidiaries
|
10,377
|
|
|
14,156
|
|
|
17,432
|
|
|
17,097
|
|
|
59,062
|
|
|||||
Preferred Stock Dividends
|
13
|
|
|
75
|
|
|
93
|
|
|
63
|
|
|
244
|
|
|||||
Net Income (Loss) Attributable to Common Stockholders
|
$
|
10,364
|
|
|
$
|
14,081
|
|
|
$
|
17,339
|
|
|
$
|
17,034
|
|
|
$
|
58,818
|
|
Net Income (Loss) Per Share of Common Stock, basic and diluted
|
$
|
0.39
|
|
|
$
|
0.30
|
|
|
$
|
0.32
|
|
|
$
|
0.32
|
|
|
$
|
1.30
|
|
Weighted Average Number of Shares of Common Stock Outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
26,879,428
|
|
|
46,632,975
|
|
|
53,696,967
|
|
|
53,685,440
|
|
|
45,320,358
|
|
|||||
Diluted
|
26,879,428
|
|
|
46,633,248
|
|
|
53,697,041
|
|
|
53,688,027
|
|
|
45,321,360
|
|
Description/Location
|
|
Prior Liens(A)
|
|
Face Amount
|
|
Carrying Amount
|
|
Interest Rate(B)
|
|
Payment Terms(C)
|
|
Maturity Date(D)
|
||||
Senior Loans(E)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior Loan 1, Atlanta, GA / Tampa, FL
|
|
N/A
|
|
$
|
335.5
|
|
|
$
|
333.5
|
|
|
L + 3.2%
|
|
I/O
|
|
8/7/2023
|
Senior Loan 2, Queens, NY
|
|
N/A
|
|
255.2
|
|
|
252.9
|
|
|
L + 3.3
|
|
I/O
|
|
6/7/2023
|
||
Senior Loan 3, Boston, MA
|
|
N/A
|
|
195.4
|
|
|
194.1
|
|
|
L + 2.4
|
|
I/O
|
|
6/7/2023
|
||
Senior Loan 4, New York, NY
|
|
N/A
|
|
182.2
|
|
|
179.9
|
|
|
L + 3.6
|
|
I/O
|
|
1/7/2024
|
||
Senior Loan 5, New York, NY
|
|
N/A
|
|
170.7
|
|
|
170.4
|
|
|
L + 4.8
|
|
I/O
|
|
8/5/2020
|
||
Senior Loan 6, Seattle, WA
|
|
N/A
|
|
162.1
|
|
|
160.6
|
|
|
L + 3.7
|
|
I/O
|
|
10/7/2023
|
||
Senior Loan 7, San Diego, CA
|
|
N/A
|
|
159.5
|
|
|
159.1
|
|
|
L + 4.2
|
|
I/O
|
|
10/5/2021
|
||
Senior Loan 8, Minneapolis, MN
|
|
N/A
|
|
159.2
|
|
|
158.4
|
|
|
L + 3.8
|
|
I/O
|
|
12/5/2022
|
||
Senior Loan 9, New York, NY
|
|
N/A
|
|
148.0
|
|
|
146.4
|
|
|
L + 2.6
|
|
I/O
|
|
12/7/2023
|
||
Senior Loan 10, North Bergen, NJ
|
|
N/A
|
|
147.8
|
|
|
147.2
|
|
|
L + 4.3
|
|
I/O
|
|
11/5/2022
|
||
Senior Loan 11, Philadelphia, PA
|
|
N/A
|
|
143.1
|
|
|
141.9
|
|
|
L + 2.5
|
|
I/O
|
|
7/7/2023
|
||
Senior Loan 12, Irvine, CA
|
|
N/A
|
|
140.8
|
|
|
140.6
|
|
|
L + 3.9
|
|
I/O
|
|
5/5/2022
|
||
Senior Loan 13, Fort Lauderdale, FL
|
|
N/A
|
|
140.0
|
|
|
139.3
|
|
|
L + 2.9
|
|
I/O
|
|
12/7/2023
|
||
Senior Loan 14, Portland, OR
|
|
N/A
|
|
125.0
|
|
|
124.4
|
|
|
L + 5.5
|
|
I/O
|
|
11/5/2020
|
||
Senior Loan 15, West Palm Beach, FL
|
|
N/A
|
|
122.0
|
|
|
120.7
|
|
|
L + 2.9
|
|
I/O
|
|
11/7/2023
|
||
Senior Loan 16, Brooklyn, NY
|
|
N/A
|
|
116.5
|
|
|
115.7
|
|
|
L + 4.4
|
|
I/O
|
|
4/5/2022
|
||
Senior Loan 17, Crystal City, VA
|
|
N/A
|
|
96.8
|
|
|
96.5
|
|
|
L + 4.5
|
|
I/O
|
|
10/5/2021
|
||
Senior Loan 18, Seattle, WA
|
|
N/A
|
|
93.0
|
|
|
92.6
|
|
|
L + 2.6
|
|
I/O
|
|
9/7/2023
|
||
Senior Loan 19, Westbury, NY
|
|
N/A
|
|
87.1
|
|
|
86.8
|
|
|
L + 3.1
|
|
I/O
|
|
4/7/2023
|
||
Senior Loan 20, New York, NY
|
|
N/A
|
|
86.0
|
|
|
85.5
|
|
|
L + 2.6
|
|
I/O
|
|
4/7/2023
|
||
Senior Loan 21, Atlanta, GA
|
|
N/A
|
|
85.9
|
|
|
85.6
|
|
|
L + 1.8
|
|
I/O
|
|
9/5/2022
|
||
Senior Loan 22, San Diego, CA
|
|
N/A
|
|
81.8
|
|
|
80.9
|
|
|
L + 3.2
|
|
I/O
|
|
12/7/2023
|
||
Senior Loan 23, Denver, CO
|
|
N/A
|
|
81.0
|
|
|
80.6
|
|
|
L + 4.0
|
|
I/O
|
|
8/5/2022
|
||
Senior Loan 24, Seattle, WA
|
|
N/A
|
|
80.7
|
|
|
80.2
|
|
|
L + 3.6
|
|
I/O
|
|
4/7/2023
|
||
Senior Loan 25, Philadelphia, PA
|
|
N/A
|
|
77.0
|
|
|
76.3
|
|
|
L + 2.7
|
|
I/O
|
|
11/7/2023
|
||
Senior Loan 26, New York, NY
|
|
N/A
|
|
73.2
|
|
|
73.0
|
|
|
L + 4.4
|
|
I/O
|
|
11/5/2021
|
||
Senior Loan 27, Orlando, FL
|
|
N/A
|
|
71.1
|
|
|
70.9
|
|
|
L + 2.8
|
|
I/O
|
|
4/7/2023
|
||
Senior Loan 28, St Paul, MN
|
|
N/A
|
|
70.3
|
|
|
69.9
|
|
|
L + 3.6
|
|
I/O
|
|
2/5/2023
|
||
Senior Loan 29, Atlanta, GA
|
|
N/A
|
|
69.3
|
|
|
68.8
|
|
|
L + 2.7
|
|
I/O
|
|
8/7/2023
|
||
Senior Loan 30, Queens, NY
|
|
N/A
|
|
62.3
|
|
|
62.0
|
|
|
L + 3.7
|
|
I/O
|
|
8/5/2022
|
||
Senior Loan 31, Atlanta, GA
|
|
N/A
|
|
56.3
|
|
|
56.2
|
|
|
L + 4.0
|
|
I/O
|
|
6/2/2022
|
||
Senior Loan 32, Nashville, TN
|
|
N/A
|
|
53.9
|
|
|
53.5
|
|
|
L + 4.3
|
|
36 mo I/O / 360 mo amort
|
|
1/5/2022
|
||
Senior Loan 33, Queens, NY
|
|
N/A
|
|
42.0
|
|
|
41.8
|
|
|
L + 2.8
|
|
I/O
|
|
11/7/2023
|
||
Mezzanine Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mezzanine Loan 1, Denver, CO
|
|
N/A
|
|
15.8
|
|
|
15.7
|
|
|
L + 10.8
|
|
I/O
|
|
3/5/2022
|
||
Mezzanine Loan 2, Atlanta, GA
|
|
N/A
|
|
13.9
|
|
|
13.8
|
|
|
L + 10.7
|
|
I/O
|
|
9/5/2022
|
||
Mezzanine Loan 3, Santa Monica, CA
|
|
N/A
|
|
5.6
|
|
|
5.6
|
|
|
10.5
|
|
I/O
|
|
12/6/2025
|
||
Mezzanine Loan 4, Various
|
|
N/A
|
|
5.5
|
|
|
5.5
|
|
|
11.0
|
|
I/O
|
|
7/6/2025
|
||
Mezzanine Loan 5, Ann Arbor, MI
|
|
N/A
|
|
4.3
|
|
|
4.3
|
|
|
12.0
|
|
I/O
|
|
7/6/2025
|
||
Mezzanine Loan 6, Boca Raton, FL
|
|
N/A
|
|
4.0
|
|
|
4.0
|
|
|
10.0
|
|
I/O
|
|
12/1/2024
|
||
Mezzanine Loan 7, Fort Lauderdale, FL
|
|
N/A
|
|
4.0
|
|
|
4.0
|
|
|
10.0
|
|
I/O
|
|
12/1/2024
|
||
Mezzanine Loan 8, Bryan, TX
|
|
N/A
|
|
2.9
|
|
|
2.9
|
|
|
10.0
|
|
I/O
|
|
3/1/2025
|
(A)
|
Represents third-party priority liens. Third-party portions of pari-passu participations are not considered priority liens. Additionally, excludes the outstanding debt on third-party joint ventures of underlying borrowers.
|
(B)
|
L = one-month LIBOR rate.
|
(C)
|
I/O = interest only until final maturity unless otherwise noted
|
(D)
|
Maturity date assumes all extension options are exercised, if applicable.
|
(E)
|
Includes senior loans and pari passu participations in senior loans. May include accommodation mezzanine loans in connection with the senior mortgage financing
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
4.2
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
10.14
|
|
|
|
|
|
|
|
10.15
|
|
|
|
|
|
|
|
10.16
|
|
|
|
|
|
|
|
10.17
|
|
|
|
|
|
|
|
10.18
|
|
|
|
|
|
|
|
10.19
|
|
|
|
|
|
|
|
10.20
|
|
|
|
|
|
|
|
10.21
|
|
|
|
|
|
|
|
10.22
|
|
|
|
|
|
|
|
10.23
|
|
|
|
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10.24†
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10.25†
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10.26†
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10.27†
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21.1
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23.1
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31.1
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31.2
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31.3
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32.1
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32.2
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32.3
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101.INS
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XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH
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XBRL Taxonomy Extension Schema Document.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.
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KKR REAL ESTATE FINANCE TRUST INC.
|
|
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Date:
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February 20, 2019
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By:
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/s/ Christen E.J. Lee
|
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|
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Name: Christen E.J. Lee
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|
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Title: Co-Chief Executive Officer and Co-President
|
|
|
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(Co-Principal Executive Officer)
|
|
|
|
|
Date:
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February 20, 2019
|
By:
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/s/ Matthew A. Salem
|
|
|
|
Name: Matthew A. Salem
|
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|
Title: Co-Chief Executive Officer and Co-President
|
|
|
|
(Co-Principal Executive Officer)
|
Date:
|
February 20, 2019
|
By:
|
/s/ Christen E.J. Lee
|
|
|
|
Name: Christen E.J. Lee
|
|
|
|
Title: Co-Chief Executive Officer and Co-President
|
|
|
|
(Co-Principal Executive Officer)
|
|
|
|
|
Date:
|
February 20, 2019
|
By:
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/s/ Matthew A. Salem
|
|
|
|
Name: Matthew A. Salem
|
|
|
|
Title: Co-Chief Executive Officer and Co-President
|
|
|
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(Co-Principal Executive Officer)
|
|
|
|
|
Date:
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February 20, 2019
|
By:
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/s/ Mostafa Nagaty
|
|
|
|
Name: Mostafa Nagaty
|
|
|
|
Title: Chief Financial Officer and Treasurer
|
|
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(Principal Financial and Accounting Officer)
|
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|
|
|
Date:
|
February 20, 2019
|
By:
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/s/ Ralph F. Rosenberg
|
|
|
|
Name: Ralph F. Rosenberg
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Title: Director
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|
Date:
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February 20, 2019
|
By:
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/s/ Todd A. Fisher
|
|
|
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Name: Todd A. Fisher
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Title: Director
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Date:
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February 20, 2019
|
By:
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/s/ Terrence R. Ahern
|
|
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Name: Terrence R. Ahern
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Title: Director
|
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|
Date:
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February 20, 2019
|
By:
|
/s/ Jonathan A. Langer
|
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Name: Jonathan A. Langer
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Title: Director
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Date:
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February 20, 2019
|
By:
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/s/ R. Craig Blanchard
|
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Name: R. Craig Blanchard
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Title: Director
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|
Date:
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February 20, 2019
|
By:
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/s/ Deborah H. McAneny
|
|
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Name: Deborah H. McAneny
|
|
|
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Title: Director
|
|
|
|
|
Date:
|
February 20, 2019
|
By:
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/s/ Irene M. Esteves
|
|
|
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Name: Irene M. Esteves
|
|
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Title: Director
|
|
|
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|
Date:
|
February 20, 2019
|
By:
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/s/ Paula Madoff
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|
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Name: Paula Madoff
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Title: Director
|
SCHEDULE I
|
Conditions Precedent Documents
|
EXHIBIT A
|
Form of Term Loan Series Notice
|
EXHIBIT B
|
Form of Borrowing Base Certificate
|
EXHIBIT C
|
[Reserved]
|
EXHIBIT D
|
Form of Notice of Borrowing
|
EXHIBIT E
|
Form of Notice of Reduction (Reduction of Advances Outstanding)
|
EXHIBIT F
|
Form of Term Loan Note
|
EXHIBIT G
|
Form of Power of Attorney
|
EXHIBIT H
|
Form of Servicing Report
|
EXHIBIT I
|
Form of Release of Required Loan Documents
|
EXHIBIT J
|
[Reserved]
|
EXHIBIT K
|
Form of Advance Request
|
EXHIBIT L
|
[Reserved]
|
EXHIBIT M
|
Form of U.S. Tax Compliance Certificate
|
If to the Borrower:
|
KREF Lending VII LLC
9 West 57th Street
Suite 4200
New York, New York 10019
Attn: Patrick Mattson |
With a copy to:
|
Simpson Thacher and Bartlett LLP
425 Lexington Avenue New York, NY, 10017 Attn: Adam Shapiro Email: AShapiro@stblaw.com |
If to Holdings:
|
KREF Holdings VII LLC
9 West 57th Street
Suite 4200
New York, New York 10019
Attn: Patrick Mattson |
With a copy to:
|
Simpson Thacher and Bartlett LLP
425 Lexington Avenue New York, NY, 10017 Attn: Adam Shapiro Email: AShapiro@stblaw.com |
If to the Servicer:
|
Midland Loan Services, a division of PNC Bank, National Association
10851 Mastin, Suite 300 Overland Park, KS 66210 |
With a copy to:
|
Andrascik & Tita LLC
4084 Autumn Ridge Road Bethlehem, Pennsylvania 18017 Attn: Stephanie M. Tita Email: stephanie@kanlegal.com |
If to a Lender:
|
To the address on file with the Administrative Agent
|
If to the Administrative Agent:
|
Midland Loan Services, a division of PNC Bank, National Association
10851 Mastin, Suite 300 Overland Park, KS 66210 |
With a copy to:
|
Andrascik & Tita LLC
4084 Autumn Ridge Road Bethlehem, Pennsylvania 18017 Attn: Stephanie M. Tita Email: stephanie@kanlegal.com |
If to the Collateral Custodian
|
PNC Bank, National Association
3232 Newmark Drive
Miamisburg, OH 45342
Attn: Jan Kiwacka
Email: janice.kiwacka@pnc.com
|
With a copy to:
|
Andrascik & Tita LLC
4084 Autumn Ridge Road Bethlehem, Pennsylvania 18017 Attn: Stephanie M. Tita Email: stephanie@kanlegal.com |
By:/s/ Patrick Mattson
|
Name: Patrick Mattson Title: Chief Operating Officer and Secretary |
By:/s/ Patrick Mattson
|
Name: Patrick Mattson Title: Chief Operating Officer and Secretary |
By: /s/ Cynthia A. Bicknell
|
Name: Cynthia A. Bicknell Title: Senior Vice President |
By: /s/ Cynthia A. Bicknell
|
Name: Cynthia A. Bicknell Title: Senior Vice President |
By:/s/ Janice E. Kiwacka
|
Name: Janice E. Kiwacka Title: Vice President |
EXHIBIT A
|
Form of Term Loan Series Notice
|
EXHIBIT B
|
Form of Borrowing Base Certificate
|
EXHIBIT C
|
[Reserved]
|
EXHIBIT D
|
Form of Notice of Borrowing
|
EXHIBIT E
|
Form of Notice of Reduction (Reduction of Advances Outstanding)
|
EXHIBIT F
|
Form of Term Loan Note
|
EXHIBIT G
|
Form of Power of Attorney
|
EXHIBIT H
|
Form of Servicing Report
|
EXHIBIT I
|
Form of Release of Required Loan Documents
|
EXHIBIT J
|
[Reserved]
|
EXHIBIT K
|
Form of Advance Request
|
EXHIBIT L
|
[Reserved]
|
EXHIBIT M
|
Form of U.S. Tax Compliance Certificate
|
To: Midland Loan Services, a division of PNC Bank, National Association,
as the Administrative Agent 10851 Mastin, Suite 300
Overland Park, KS 66210
Attention: Executive Vice President – Division Head Facsimile No.: (913) 253-9001
Email: NoticeAdmin@midlandls.com
|
|
1.
|
Name of Term Loan Series: ____________.
|
2.
|
[Lenders: ____________.]
|
3.
|
Proposed Commitment: ____________.
|
4.
|
Proposed Maximum Facility Amount: ____________.
|
5.
|
Proposed Applicable Spread: ____________.
|
6.
|
Proposed Issuance Date: ____________.
|
By:
|
Name: Title: |
__
|
A Notice of Borrowing under Section 2.02(b) of the Loan and Servicing Agreement
|
__
|
A Sale under Section 2.07(c) of the Loan and Servicing Agreement
|
__
|
A Notice of Reduction under Section 2.14(b) of the Loan and Servicing Agreement
|
__
|
A Transfer of a Loan Asset under Section 3.04 of the Loan and Servicing Agreement
|
By:
|
Name: Title: |
To: Midland Loan Services, a division of PNC Bank, National Association,
as the Administrative Agent 10851 Mastin, Suite 300
Overland Park, KS 66210
Attention: Executive Vice President – Division Head
Facsimile No.: (913) 253-9001 Email: NoticeAdmin@midlandls.com |
|
1.
|
The Borrower hereby requests an Advance under Term Loan Series [________].
|
2.
|
The Borrower hereby requests an Advance in the principal amount of $ ____________.
|
3.
|
The Borrower hereby requests that such Advance be made on the following date: ____________.
|
4.
|
Attached to this Notice of Borrowing is a Borrowing Base Certificate for the applicable Term Loan Series, together with a true, correct and complete calculation of the applicable Borrowing Base and all components thereof.
|
5.
|
[The Borrower has delivered, concurrently with the delivery of this Notice of Borrowing, a duly executed Advance Request containing a true, correct and complete list of all Loan Assets which will become part of the Collateral Portfolio on the date hereof.]
|
6.
|
All of the conditions applicable to the Advance requested herein as set forth in Article III of the Loan and Servicing Agreement have been satisfied and will remain satisfied on the date of such Advance.
|
7.
|
The Borrower hereby confirms that:
|
(i)
|
The representations and warranties contained in Sections 4.01, 4.02 and 4.06 of the Loan and Servicing Agreement are true and correct in all material respects before and after giving effect to such Advance and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);
|
(ii)
|
No Unmatured Event of Default or Event of Default has occurred and is continuing, or would result from such Advance or application of proceeds therefrom; and
|
(iii)
|
On and as of such Advance Date, after giving effect to such Advance and the addition to the Collateral Portfolio of any Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, the Advances Outstanding for the applicable Term Loan Series does not exceed the Maximum Availability for such Term Loan Series.
|
8.
|
The undersigned certifies that all information contained herein and in the attached Borrowing Base Certificate is true, correct and complete as of the date hereof.
|
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
[Delivery Date]
|
|
|
|
PNC Bank, National Association,
as the Collateral Custodian [390 Greenwich Street
New York, NY 10013]
Attn: [ ]
Facsimile No.: [ ]
Email: [ ]
|
|
Re:
|
Loan and Servicing Agreement, dated as of April 11, 2018 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), by and among KREF Holdings VII LLC, as Holdings, KREF Lending VII LLC, as the Borrower, PNC Bank, National Association, as the Collateral Custodian, Midland Loan Services, a division of PNC Bank, National Association, as the Servicer and the Administrative Agent, the Initial Lender, the other Lenders from time to time party thereto and KKR Capital Markets LLC, as the Sole Arranger.
|
____ 1.
|
Loan Asset paid in full. (The [Borrower] [Servicer] hereby certifies that all amounts received in connection with such Loan Asset have been credited to the Collection Account.)
|
____ 2.
|
Loan Asset liquidated by ____________________________. (The Servicer hereby certifies that all proceeds of foreclosure, insurance, condemnation or other liquidation have been finally received and credited to the Collection Account.)
|
____ 3.
|
Loan Asset File needed for the enforcement or servicing of the Loan Asset.
|
____ 4.
|
Loan Asset Sold in accordance with Section 2.07. (The [Borrower] [Servicer] hereby certifies that all amounts received in connection with such Loan Asset have been credited to the Collection Account.)
|
____ 5.
|
Loan Asset File returned due to a failure to satisfy the Review Criteria pursuant to Section 12.02(b)(i).
|
____ 6.
|
Loan Asset File delivered to the Collateral Custodian in error.
|
____ 7.
|
Resignation of Collateral Custodian pursuant to Section 12.07. Required Loan Documents returned to [the Administrative Agent][____, as designated by the Administrative Agent].
|
____ 8.
|
Loan Asset File requested in order to take any action that the Administrative Agent or the Servicer deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower under the Loan and Servicing Agreement, or to enable any of them to exercise or enforce any of their respective rights under the Loan and Servicing Agreement or under any Transaction Document.
|
____ 9.
|
Other (explain).
|
By:
|
Name: Title: Date: |
To: Midland Loan Services, a division of PNC Bank, National Association,
as the Administrative Agent 10851 Mastin, Suite 300
Overland Park, KS 66210
Attention: Executive Vice President – Division Head Facsimile No.: (913) 253-9001 Email: NoticeAdmin@midlandls.com |
|
1.
|
The additional Loan Asset consists of (general description of the Loan Asset).
|
2.
|
The additional Loan Asset is [not] a Delayed Draw Loan Asset.
|
3.
|
The additional Loan Asset is an Eligible Loan Asset (as defined in the Loan and Servicing Agreement).
|
4.
|
The information set forth on Annex I hereto, which demonstrates compliance with the Collateral Quality Tests for such Loan Asset, is true, correct and complete.
|
By:
|
Name: Title: |
[NAME OF LENDER]
|
|
By:
|
|
|
Name:
|
|
Title:
|
[NAME OF PARTICIPANT]
|
|
By:
|
|
|
Name:
|
|
Title:
|
[NAME OF PARTICIPANT]
|
|
By:
|
|
|
Name:
|
|
Title:
|
[NAME OF LENDER]
|
|
By:
|
|
|
Name:
|
|
Title:
|
By:
|
Name: Title: |
By:
|
Name: Title: |
|
||
|
|
|
Subsidiary
|
|
Jurisdiction of Organization
|
KKR Real Estate Finance Holdings L.P.
|
|
Delaware
|
KREF Capital LLC
|
|
Delaware
|
KREF Capital TRS LLC
|
|
Delaware
|
KREF Holdings I LLC
|
|
Delaware
|
KREF Holdings II LLC
|
|
Delaware
|
KREF Holdings III LLC
|
|
Delaware
|
KREF Holdings IV LLC
|
|
Delaware
|
KREF Holdings V LLC
|
|
Delaware
|
KREF Holdings VI LLC
|
|
Delaware
|
KREF Holdings VII LLC
|
|
Delaware
|
KREF Holdings X LLC
|
|
Delaware
|
KREF Lending I LLC
|
|
Delaware
|
KREF Lending II LLC
|
|
Delaware
|
KREF Lending III LLC
|
|
Delaware
|
KREF Lending III TRS LLC
|
|
Delaware
|
KREF Lending IV LLC
|
|
Delaware
|
KREF Lending V LLC
|
|
Delaware
|
KREF Lending VI LLC
|
|
Delaware
|
KREF Lending VII LLC
|
|
Delaware
|
KREF Management Unit Holdings LLC
|
|
Delaware
|
KREF Mezz Holdings LLC
|
|
Delaware
|
KREF RECOP Holdings LLC
|
|
Delaware
|
KREF Securities Holdings, LLC
|
|
Delaware
|
KREF Securities Holdings II, LLC
|
|
Delaware
|
REFH Holdings LLC
|
|
Delaware
|
REFH SR Mezz LLC
|
|
Delaware
|
KREF Finance Holdings LLC
|
|
Delaware
|
KREF Finance Holdings L.P.
|
|
Delaware
|
KREF Finance TRS LLC
|
|
Delaware
|
KREF CLO Sub-REIT LLC
|
|
Delaware
|
KREF CLO Loan Seller LLC
|
|
Delaware
|
KREF CLO Holdings LLC
|
|
Delaware
|
KREF 2018-FL1 Ltd.
|
|
Cayman Islands
|
KREF 2018-FL1 LLC
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2018 of KKR Real Estate Finance Trust 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 officers 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 financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financing 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 officers 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.
|
By:
|
/s/ Christen E.J. Lee
|
|
Christen E.J. Lee
|
|
Co-President and Co-Chief Executive Officer
|
|
(Co-Principal Executive Officer)
|
|
February 20, 2019
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2018 of KKR Real Estate Finance Trust 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 officers 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 financing 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 financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financing 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 officers 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.
|
By:
|
/s/ Matthew A. Salem
|
|
Matthew A. Salem
|
|
Co-President and Co-Chief Executive Officer
|
|
(Co-Principal Executive Officer)
|
|
February 20, 2019
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2018 of KKR Real Estate Finance Trust 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 officers 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 financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financing 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
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5.
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The registrant’s other certifying officers 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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By:
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/s/ Mostafa Nagaty
|
|
Mostafa Nagaty
|
|
Chief Financial Officer
|
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(Principal Financial Officer)
|
|
February 20, 2019
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1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
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/s/ Christen E.J. Lee
|
|
Christen E.J. Lee
|
|
Co-President and Co-Chief Executive Officer
|
|
(Co-Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
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/s/ Matthew A. Salem
|
|
Matthew A. Salem
|
|
Co-President and Co-Chief Executive Officer
|
|
(Co-Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Mostafa Nagaty
|
|
Mostafa Nagaty
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|