8-K
false 0001467760 0001467760 2020-05-07 2020-05-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2020

 

Apollo Commercial Real Estate Finance, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-34452

 

27-0467113

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

c/o Apollo Global Management, Inc.

9 West 57th Street, 43rd Floor

New York, New York

 

10019

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (212) 515-3200

n/a

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value

 

ARI

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 2.02 Results of Operations and Financial Condition.

On May 7, 2020, Apollo Commercial Real Estate Finance, Inc. (the “Company”) issued a summary press release and a detailed presentation announcing its financial results for the quarter ended March 31, 2020. A copy of the summary press release and the detailed presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, hereto and incorporated herein by reference.

The information in Item 2.02 of this Current Report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit 

No.

   

Description

         
 

99.1

   

Summary press release dated May 7, 2020

         
 

99.2

   

Financial results presentation dated May 7, 2020

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Apollo Commercial Real Estate Finance, Inc.

     

By:

 

/s/ Stuart A. Rothstein

Name:

 

Stuart A. Rothstein

Title:

 

President and Chief Executive Officer

Date: May 7, 2020

EX-99.1

Exhibit 99.1

 

LOGO

 

CONTACT:       Hilary Ginsberg
  Investor Relations
  (212) 822-0767

APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.

REPORTS FIRST QUARTER 2020 RESULTS

New York, NY, May 7, 2020 – Apollo Commercial Real Estate Finance, Inc. (the “Company” or “ARI”) (NYSE:ARI), today reported results for the quarter ended March 31, 2020.

First quarter 2020 net loss per share of common stock was $0.86 and Operating Earnings (a non-GAAP financial measure defined below) per share of common stock was $0.40.

“I am extremely proud of the hard work, perseverance and dedication of the team at our Manager, ACREFI Management, LLC, an indirect subsidiary of Apollo Global Management, Inc. (together with its subsidiaries “Apollo”), that supports ARI, as we navigate and manage through the COVID-19 pandemic,” said Stuart Rothstein, Chief Executive Officer and President of the Company. “ARI ended the quarter with over $590 million of liquidity and continues to benefit from the tremendous breadth and resources it derives from the Apollo platform.”

ARI issued a detailed presentation of the Company’s quarter ended March 31, 2020 results, which can be viewed at www.apolloreit.com.

Conference Call and Webcast:

Members of the public who are interested in participating in the Company’s first quarter 2020 earnings teleconference call should dial from the U.S., (877) 331-6553, or from outside the U.S., (760) 666-3769, shortly before 10:00 a.m. on Friday, May 8, 2020 and reference the Apollo Commercial Real Estate Finance, Inc. Teleconference Call (number 3839797). Please note the teleconference call will be available for replay beginning at 1:00 p.m. on Friday, May 8, 2020 and ending at midnight on Friday, May 15, 2020. To access the replay, callers from the U.S. should dial (855) 859-2056 and callers from outside the U.S. should dial (404) 537-3406, and enter conference identification number 3839797. The conference call will also be available on the Company’s website at www.apolloreit.com. To listen to a live broadcast, please go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. A replay of the call will also be available for 30 days on the Company’s website.

Operating Earnings

Operating Earnings is a non-GAAP financial measure that the Company defines as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items included in net income available to common stockholders, (iii) unrealized income from unconsolidated joint ventures, (iv) foreign currency gains/(losses), other than (a) realized gains/(losses) related to interest income, and (b) forward point gains/(losses) realized on the Company’s foreign currency hedges, (v) the non-cash amortization expense related to the reclassification of a portion of the Company’s convertible senior notes (the “Notes”) to stockholders’ equity in accordance with GAAP, and (vi) provision for loan losses. Beginning with the quarter ended December 31, 2018, the Company modified its definition of Operating Earnings to include the impact from forward points on its foreign


currency hedges, which reflect the interest rate differentials between the applicable base rate for its foreign currency investments and USD LIBOR. These forward contracts effectively convert the rate exposure to USD LIBOR, resulting in additional interest income earned in U.S. dollar terms. These amounts may not be included in GAAP net income in the same period as this adjustment. Generally these amounts would be included in prior period GAAP net income as unrealized gains on forward currency contracts.

The weighted-average diluted shares outstanding used for Operating Earnings per weighted-average diluted share has been adjusted from weighted-average diluted shares under GAAP to exclude shares issued from a potential conversion of the Notes. Consistent with the treatment of other unrealized adjustments to Operating Earnings, these potentially issuable shares are excluded until a conversion occurs, which the Company believes is a useful presentation for investors. The Company believes that excluding shares issued in connection with a potential conversion of the Notes from the Company’s computation of Operating Earnings per weighted-average diluted share is useful to investors for various reasons, including the following: (i) conversion of the Notes to shares requires both the holder of a Note to elect to convert the Note and for the Company to elect to settle the conversion in the form of shares (ii) future conversion decisions by Note holders will be based on the Company’s stock price in the future, which is presently not determinable; (iii) the exclusion of shares issued in connection with a potential conversion of the Notes from the computation of Operating Earnings per weighted-average diluted share is consistent with how the Company treats other unrealized items in the computation of Operating Earnings per weighted-average diluted share; and (iv) the Company believes that when evaluating its operating performance, investors and potential investors consider the Operating Earnings relative to the actual distributions, which are based on shares outstanding and not shares that might be issued in the future

In order to evaluate the effective yield of the portfolio, the Company uses Operating Earnings to reflect the net investment income of its portfolio as adjusted to include the net interest expense related to its derivative instruments. Operating Earnings allows the Company to isolate the net interest expense associated with its swaps in order to monitor and project its full cost of borrowings. The Company also believes that its investors use Operating Earnings, or a comparable supplemental performance measure, to evaluate and compare the performance of the Company and its peers and, as such, the Company believes that the disclosure of Operating Earnings is useful to its investors. Forward points effectively convert the Company’s foreign rate exposure to USD LIBOR, which the Company believes is a better reflection of its operating results and ARI believes the inclusion of the resulting gain or loss in Operating Earnings is useful to its investors.

A significant limitation associated with Operating Earnings as a measure of the Company’s financial performance over any period is that it excludes unrealized gains (losses) from investments. In addition, the Company’s presentation of Operating Earnings may not be comparable to similarly-titled measures of other companies, who may use different calculations. As a result, Operating Earnings should not be considered as a substitute for the Company’s GAAP net income as a measure of its financial performance or any measure of its liquidity under GAAP.

A reconciliation of Operating Earnings to GAAP net income (loss) available to common stockholders is included in the detailed presentation of the Company’s quarter ended March 31, 2020 results, which can be viewed at www.apolloreit.com.

About Apollo Commercial Real Estate Finance, Inc.

Apollo Commercial Real Estate Finance, Inc. (NYSE: ARI) is a real estate investment trust that primarily originates, acquires, invests in and manages performing commercial first mortgage loans, subordinate financings and other commercial real estate-related debt investments. The Company is externally managed and advised by ACREFI Management, LLC, a Delaware limited liability company and an indirect subsidiary of Apollo Global Management, Inc., a leading global alternative investment manager with approximately $315.5 billion of assets under management at March 31, 2020.


Additional information can be found on the Company’s website at www.apolloreit.com.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These forward-looking statements include information about possible or assumed future results of the Company’s business, financial condition, liquidity, results of operations, plans and objectives. When used in this release, the words believe, expect, anticipate, estimate, plan, continue, intend, should, may or similar expressions, are intended to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: macro- and micro-economic impact of the COVID-19 pandemic; the severity and duration of the COVID-19 pandemic; actions taken by governmental authorities to contain the COVID-19 pandemic or treat its impact; the impact of the COVID-19 pandemic on our financial condition, results of operations, liquidity and capital resources; market trends in our industry, interest rates, real estate values, the debt securities markets or the general economy; the timing and amounts of expected future fundings of unfunded commitments; the return on equity; the yield on investments; the ability to borrow to finance assets; the Company’s ability to deploy the proceeds of its capital raises or acquire its target assets; and risks associated with investing in real estate assets, including changes in business conditions and the general economy. For a further list and description of such risks and uncertainties, see the reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements, and other risks, uncertainties and factors are based on the Company’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to the Company. Forward-looking statements are not predictions of future events. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

EX-99.2

Slide 0

Q1 2020 Financial Results May 7, 2020 Exhibit 99.2


Slide 1

Forward Looking Statements and Other Disclosures This presentation may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond management’s control. These forward-looking statements may include information about possible or assumed future results of Apollo Commercial Real Estate Finance, Inc.’s (the “Company,” “ARI,” “we,” “us” and “our”) business, financial condition, liquidity, results of operations, plans and objectives. When used in this presentation, the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, are intended to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: the macro- and micro-economic impact of the COVID-19 pandemic; the severity and duration of the COVID-19 pandemic; actions taken by governmental authorities to contain the COVID-19 pandemic or treat its impact; the impact of the COVID-19 pandemic on our financial condition, results operations, liquidity and capital resources; ARI’s business and investment strategy; ARI’s operating results; ARI’s ability to obtain and maintain financing arrangements; the timing and amounts of expected future fundings of unfunded commitments; and the return on equity, the yield on investments and risks associated with investing in real estate assets including changes in business conditions and the general economy. The forward-looking statements are based on management’s beliefs, assumptions and expectations of future performance, taking into account all information currently available to ARI. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to ARI. Some of these factors are described under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in ARI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and other filings with the Securities and Exchange Commission (“SEC”), which are accessible on the SEC’s website at www.sec.gov. If a change occurs, ARI’s business, financial condition, liquidity and results of operations may vary materially from those expressed in ARI’s forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for management to predict those events or how they may affect ARI. Except as required by law, ARI is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This presentation contains information regarding ARI’s financial results that is calculated and presented on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (“GAAP”), including Operating Earnings and Operating Earnings per share. Please refer to slide 19 for a definition of “Operating Earnings” and the reconciliation of the applicable GAAP financial measures to non-GAAP financial measures set forth on slide 18. This presentation may contain statistics and other data that in some cases has been obtained from or compiled from information made available by third-party service providers. ARI makes no representation or warranty, expressed or implied, with respect to the accuracy, reasonableness or completeness of such information. Past performance is not indicative nor a guarantee of future returns. Index performance and yield data are shown for illustrative purposes only and have limitations when used for comparison or for other purposes due to, among other matters, volatility, credit or other factors (such as number and types of securities). Indices are unmanaged, do not charge any fees or expenses, assume reinvestment of income and do not employ special investment techniques such as leveraging or short selling. No such index is indicative of the future results of any investment by ARI. Unless the context requires otherwise, references in this presentation to “Apollo” refer to Apollo Global Management, Inc., together with its subsidiaries, and references in this presentation to the “Manager” refer to ACREFI Management, LLC, an indirect subsidiary of Apollo Global Management, Inc.


Slide 2

Summary Results See footnotes on page 19 Excludes benefit of forward points on currency hedges related to loans denominated in currencies other than USD $582 million Current Liquidity Financial Results Capitalization Loan Portfolio 1.6x Debt-to-Equity Ratio1 $1.1 billion Current Unencumbered Loan Assets2 Net interest income of $74.7 million Net loss available to common stockholders of ($131.2) million, or ($0.86) per diluted share of common stock Operating Earnings3 of $62.7 million, or $0.40 per diluted share of common stock Common stock dividend of $0.40 per share in Q1 2020 Secured ~$750 million of asset-level financing in Q1 on pre COVID-19 market terms Entered into new secured credit facility agreement with Barclays Bank PLC to finance US based assets Extended secured credit facility agreement with Deutsche Bank for two years to March 2023 Nearest corporate debt maturity of August 2022 Total loan portfolio of $6.4 billion Weighted average unlevered all-in yield4,a of 6.7% 95% of loans have floating interest rates 82% of US floating-rate loans have in-the-money LIBOR floors as of May 6, 2020 Liquidity Ended quarter with over $582 million in cash on hand and $8 million of approved and undrawn credit capacity As of May 6, 2020, cash on hand of $567 million and $15 million of approved and undrawn credit capacity As of May 6, 2020, unencumbered loan assets of $1.1 billion


Slide 3

Income Statement ($ and shares in mm, except for per share data) Net interest income Net (loss) available to common stockholders Diluted weighted average shares of common stock outstanding Net (loss) per diluted share of common stock5 Operating Earnings3 Diluted weighted average shares of common stock outstanding – Operating Earnings Operating Earnings3 per diluted share of common stock Financial Summary See footnotes on page 19 Prior to CECL Allowances Prior to General CECL Allowance Book Value per Share6 Roll Forward Specific CECL Allowance BV Impact Per Share Urban Predevelopment (0.62) Hotel (0.21) Retail Center (0.13) Residential-for-sale: inventory (0.02) Specific CECL Allowance ($0.98) Three Months ended March 31, 2020 $74.7 (131.2) 153.9 ($0.86) 62.7 156.0 $0.40


Slide 4

Business Update Portfolio Update April interest payments were strong (~99% received)a Majority of sponsors are well capitalized institutional investors Assets predominately located in gateway cities across the United States and Western Europe Only securities in portfolio are two single-asset, single-borrower CMBS totaling $68 million, neither of which are financed Prudent Balance Sheet Management Benefits From Apollo Affiliation Continue to maintain strong liquidity position and ended quarter with over $582 million in cash on hand, $8 million of approved and undrawn credit capacity, and $1.2 billion of unencumbered loan assets Active dialogue with all secured credit facility providers Sold interests in three construction loans to entities managed by an affiliate of the Manager subsequent to quarter end, generating $88 million of liquidity (weighted average sale price of 98.9% of par) and eliminating $173 million of future funding commitments Apollo has over 30 years of experience managing through multiple market cycles and disruptions Coordinated efforts with respect to management of financing relationships Access to real-time data and market information across Apollo’s platform Industry veteran Daniel Ho recently joined to oversee commercial real estate debt asset management a) Excludes loans on non-accrual


Slide 5

Capital Structure Overview See footnotes on page 19 Capital Structure Detail Capital Structure Composition ($ in mm) $2,296 $3,557 $496 $575 $169 8 10 11 9 12 ~42% Secured Credit Facilities Look-Through LTVa ~67% W.A. Advance Rate Across Secured Credit Facilities 1.6x Debt to Equity Ratio1 2.3x Fixed Charge Coverage7 Secured Credit Facilities Common Equity Book Value Convertible Notes Term Loan B Preferred Stock Based on origination LTV’s of collateral assets; for impaired loans assumes 100% LTV


Slide 6

Liquidity as of 3/31/20 See footnotes on page 19 Liquidity ($ in mm) Current Liquidity as of 5/6/20 Operating cash flow $1.1 billion of unencumbered loan assets Loan repayments and amortization ($1.3 billion of final maturities through 202110,13) Additional Sources of Liquidity Cash on hand Approved & Undrawn Credit Capacity a Includes proceeds from recent loan sales Represents amounts approved and undrawn under secured credit facilities. While these amounts were previously contractually approved and/or drawn, in certain cases, the lender’s consent is required for us to (re)borrow these amounts b


Slide 7

Q1 Investment Activity Outstanding Portfolio 16 ($ in mm) Excludes benefit of forward points on currency hedges related to loans denominated in currencies other than USD Total increase in General and Specific CECL Allowances on funded portfolio was $208 million, including $30.9 million from adoption of the CECL standard on January 1, 2020 See footnotes on page 19 Key Highlights of Q1 2020 Activity $562 million Commitments to 3 New Loans (100% floating-rate mortgages) 5.0% Weighted Average Unlevered All-in Yield4,a 59% Weighted Average Loan-to-Value (“LTV”)17


Slide 8

Q1 Investment and Repayment Activity & Subsequent Events See footnotes on page 19 Summary of New Investments Summary of Repayments and Sales Subsequent Events $290.0 million ($169.1 million of which was funded at closing) of a $580.0 million floating-rate mortgage loan secured by an office tower in Long Island City, NY £168.5 million ($220.6 million)18 of a £206.5 million ($270.3 million)18 floating-rate mortgage loan (all of which was funded at closing) secured by an office building in Central London, UK $51.4 million floating-rate mortgage loan secured by a multifamily property in Cleveland, OH $87.0 million repayment of a floating-rate mortgage loan secured by a hotel in Detroit, Michigan £62.7 million ($81.2 million)18 sale of a subordinate construction loan secured by a mixed-use property in Central London, UK $42.4 million in partial loan repayments, $41.6 million of which were from floating-rate mortgage loans and $0.8 million of which were from subordinate loans $87.6 million from the sale proceeds of interests in three construction loans to entities managed by an affiliate of the Manager (weighted average sale price of 98.9% of par), eliminating $172.6 million of future funding commitments $56.2 million in add-on fundings, $54.8 million of which were for mortgage loans and $1.4 million of which were for subordinate loans, with $20.4 million in expected secured credit facility advances (36% of fundings)a $3.7 million in partial loan repayments, $3.6 million of which were from mortgage loans and $0.1 million of which were from subordinate loans Subject to, in certain cases, approval of lender


Slide 9

($ in mm) 3/31/2020 12/31/2019 Number of Loans 75 Loans 72 Loans Total Investments, net $6,431 $6,375 Invested Net Equity, at Cost20 $2,874 $3,280 Weighted Average Unlevered All-in Yield on Loan Portfolio4,a 6.7% 7.4% Weighted Average Remaining Fully-Extended Term13 3.3 Years 3.3 Years Weighted Average Portfolio Risk Rating13 3.1 3.0 Loan Position by Invested Net Equity at Amortized Cost Loan Portfolio Overview See footnotes on page 19 Loan Position at Amortized Cost 19 19 a) Excludes benefit of forward points on currency hedges related to loans denominated in currencies other than USD


Slide 10

New York City 36% West 11% Midwest 9% Southeast 8% Southwest 3% Northeast 2% Loan Portfolio Diversification See footnotes on page 19 ($ in mm) 12 Other US includes the following geographies: Southwest (3%), Northeast (2%), and Mid-Atlantic (1%) Other property types include the following property types: multifamily (5%), industrial (4%), mixed use (3%), and retail center (1%) Note: Map does not show locations where percentages are 1% or lower Italy 2% United Kingdom 21% Spain 4% Germany 3% b


Slide 11

See footnotes on page 19 Senior Loan Portfolio Overview (Page 1 of 2) 10, 13 ($ in mm) Subsequent to quarter end, 39% of loan was sold Loan was sold subsequent to quarter end b 21 21 a


Slide 12

See footnotes on page 19 Senior Loan Portfolio Overview (Page 2 of 2) Loan was sold subsequent to quarter end ($ in mm) 10, 13 a 21 21 21 21 12


Slide 13

Subordinate Loan19 Portfolio Overview In the form of a single-asset, single-borrower CMBS ($ in mm) See footnotes on page 19 10, 13 21 a a 22 22 12 12


Slide 14

Future Fundings and Maturities Profile See footnotes on page 19 Fully Extended Loan Maturities10,13 ($ in mm) Expected Future Fundings23,a May – December 2020 Sold interests in three construction loans subsequent to quarter end, eliminating $173 million of future funding commitments $1.2 billion in expected gross future fundings beyond 2020: 99% Mortgage; 1% subordinate Construction Costs Carry Costs TI / LC Does not include funding obligations on loans sold subsequent to quarter end; net of $4.8 million gross add-on fundings completed since 5/1/2020 Associated with tenant improvement & leasing commissions Includes interest fundings Subject to, in certain cases, approval of lender d b c ($ in mm)


Slide 15

Appendix


Slide 16

(in thousands - except share data) March 31, 2020 December 31, 2019 f Assets: Cash and cash equivalents $582,138 $452,282 Commercial mortgage loans, net (a)(b) 5,413,627 5,326,967 Subordinate loans and other lending assets, net (b) 1,016,991 1,048,126 Other assets 103,869 52,716 Derivative assets, net 57,561 — Loan proceeds held by servicer — 8,272 Total Assets $7,174,186 $6,888,363 Liabilities and Stockholders' Equity Liabilities: Secured debt arrangements, net (net of deferred financing costs of $16,917 and $17,190 in 2020 and 2019, respectively) $3,539,925 $3,078,366 Convertible senior notes, net 562,571 561,573 Senior secured term loan, net (net of deferred financing costs of $6,960 and $7,277 in 2020 and 2019, respectively) 487,117 487,961 Accounts payable, accrued expenses and other liabilities (c) 123,376 100,712 Derivative liabilities 50,018 19,346 Payable to related party 10,268 10,430 Total Liabilities $4,773,275 $4,258,388 Stockholders’ Equity: Preferred stock, $0.01 par value, 50,000,000 shares authorized: Series B preferred stock, 6,770,393 shares issued and outstanding ($169,260 liquidation preference) $68 $68 Common stock, $0.01 par value, 450,000,000 shares authorized, 153,740,547 and 153,537,296 shares issued and outstanding in 2020 and 2019, respectively 1,537 1,535 Additional paid-in-capital 2,820,643 2,825,317 Accumulated deficit (421,337 ) (196,945 ) Total Stockholders’ Equity $2,400,911 2,629,975 Total Liabilities and Stockholders’ Equity $7,174,186 $6,888,363 Consolidated Balance Sheets Includes $5,282,741 and $4,852,087 pledged as collateral under secured debt arrangements in 2020 and 2019, respectively Net of $265,254 CECL Allowance in 2020, comprised of $206,981 Specific CECL Allowance and $58,273 General CECL Allowance. Net of $56,981 provision for loan loss in 2019. Includes $6,059 of General CECL Allowance related to unfunded commitments on our loans in 2020.


Slide 17

(in thousands - except share and per share data) Three months ended March 31, 2020 March 31, 2019 Net interest income: Interest income from commercial mortgage loans $81,855 $78,286 Interest income from subordinate loans and other lending assets 34,018 40,839 Interest expense (41,205 ) (36,295 ) Net interest income $74,668 $82,830 Operating expenses: General and administrative expenses (includes equity-based compensation of $4,263 and $3,901 in 2020 and 2019, respectively) (6,531 ) (6,151) Management fees to related party (10,268 ) (9,613) Total operating expenses ($16,799 ) ($15,764) Other income 760 518 Specific CECL Allowance (150,000 ) — General CECL Allowance (33,465 ) — Foreign currency gain (loss) (37,949 ) 6,894 Gain (loss) on foreign currency forwards (includes unrealized gains (losses) of $62,436 and ($14,895) in 2020 and 2019, respectively) 70,491 (6,720) Unrealized loss on interest rate swap (35,548 ) — Net income (loss) ($127,842 ) $67,758 Preferred dividends (3,385 ) (6,835) Net income (loss) available to common stockholders ($131,227 ) $60,923 Net income (loss) per basic share of common stock ($0.86 ) $0.45 Net income (loss) per diluted share of common stock ($0.86 ) $0.43 Basic weighted-average shares of common stock outstanding 153,948,191 134,607,107 Diluted weighted-average shares of common stock outstanding 153,948,191 164,683,086 Dividend declared per share of common stock $0.40 $0.46 Consolidated Statements of Operations


Slide 18

(in thousands - except share and per share data) Three months ended Three months ended Operating Earnings3: December 31, 2019 March 31, 2020 March 31, 2019 Net income (loss) available to common stockholders $68,517 ($131,227 ) $60,923 Adjustments: Equity-based compensation expense 3,813 4,263 3,901 Unrealized loss on interest rate swap (8,950) 35,548 — (Gain) loss on foreign currency forwards 43,044 (70,491 ) 6,720 Foreign currency (gain) loss, net (39,830) 37,949 (6,894 ) Realized gains relating to interest income on foreign currency hedges, net 290 256 418 Realized gains relating to forward points on foreign currency hedges, net 3,237 2,171 2,431 Amortization of the convertible senior notes related to equity reclassification 743 754 909 Provision for loan losses and impairments — 183,465 — Total adjustments: 2,347 193,915 7,485 Operating Earnings3 $70,864 $62,688 $68,408 Weighted-average diluted shares - Operating Earnings Weighted-average diluted shares – GAAP 182,070,345 153,948,191 164,683,086 Weighted-average unvested RSUs 1,809,871 2,007,242 1,849,564 Reversal of hypothetical conversion of the Notes (28,533,271) - (30,075,979 ) Weighted-average diluted shares - Operating Earnings 155,346,945 155,955,433 136,456,671 Operating Earnings3 Per Share $0.46 $0.40 $0.50 Computation of Share Count for Operating Earnings3 Basic weighted-average shares of common stock outstanding 153,948,191 134,607,107 Weighted-average unvested RSUs 2,007,242 1,849,564 Weighted-average diluted shares - Operating Earnings 155,955,433 136,456,671 Reconciliation of GAAP Net Income to Operating Earnings3 See footnotes on page 19


Slide 19

Footnotes Represents total debt, less cash and loan proceeds held by servicer divided by total stockholders' equity, adjusted to add back the General CECL Allowance in line with our covenants. Represents loan assets with no asset-specific financing. Pursuant to our Term Loan B agreement, we are required to maintain 1.25x our unencumbered assets, which is comprised of unencumbered loan assets, cash and other assets. Includes impact of recent loan sales in May. Operating Earnings is a non-GAAP financial measure that we define as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items included in net income available to common stockholders, (iii) unrealized income from unconsolidated joint ventures, (iv) foreign currency gains (losses), other than (a) realized gains/(losses) related to interest income, and (b) forward point gains/(losses) realized on our foreign currency hedges, (v) the non-cash amortization expense related to the reclassification of a portion of our convertible senior notes to stockholders’ equity in accordance with GAAP, and (vi) provision for loan losses and impairments. Please see slide 18 for a reconciliation of GAAP net income to Operating Earnings. Beginning with the quarter ended December 31, 2018, we modified our definition of Operating Earnings to include the impact from forward points on our foreign currency hedges, which reflect the interest rate differentials between the applicable base rate for our foreign currency investments and USD LIBOR. These forward contracts effectively convert the rate exposure to USD LIBOR, resulting in additional interest income earned in U.S. dollar terms. These amounts may not be included in GAAP net income in the same period as this adjustment. Generally these amounts would be included in prior period GAAP net income as unrealized gains on forward currency contracts. Weighted Average Unlevered All-in Yield on the loan portfolio is based on the applicable benchmark rates as of period end on the floating rate loans and includes accrual of origination, extension, and exit fees. For non-US deals, yield excludes incremental forward points impact from currency hedging. Refer to our 10-Q financials for the calculation of our net income (loss) per diluted share of common stock. Book value per share of common stock is common stockholders’ equity divided by shares of common stock outstanding. Fixed charge coverage is EBITDA divided by interest expense and preferred stock dividends. Unless otherwise noted, represents outstanding principal balance or liquidation preference. Debt balance includes GBP & EUR converted to USD using applicable March 31, 2020 spot rate. Assumes exercise of all extension options. Subsequent to March 31, 2020, we terminated an interest rate swap that had fixed LIBOR at 2.12%. Amounts and percentages may not foot due to rounding. Based on loan amortized cost. For loans closed prior to Q1 2020. Excludes $6.1 million General CECL Allowance on unfunded commitments included in Accounts Payable, Accrued Expenses and Other Liabilities in the condensed consolidated balance sheet as of March 31, 2020. Includes foreign currency appreciation/depreciation, PIK interest, and the accretion of loan costs and fees. Based on origination LTV’s of collateral assets; for impaired loans assumes 100% LTV. Conversion to USD on date of funding. Includes two subordinate risk retention interests in securitization vehicles classified as Subordinate Loans. Invested Net Equity, at Cost is the amortized cost of loans less principal balance of secured debt arrangements; does not include debt secured by proceeds held by servicer. Amortized cost for these loans is net of the recorded provisions for loan losses and impairments. Both loans are secured by the same property. Future funding dates and amounts are based upon the Manager’s estimates, which are derived from the best information available to the Manager at the time. There is no assurance that the payments will occur in accordance with these estimates or at all, which could affect our operating results.

v3.20.1
Document and Entity Information
May 07, 2020
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001467760
Document Type 8-K
Document Period End Date May 07, 2020
Entity Registrant Name Apollo Commercial Real Estate Finance, Inc.
Entity Incorporation State Country Code MD
Entity File Number 001-34452
Entity Tax Identification Number 27-0467113
Entity Address, Address Line One c/o Apollo Global Management, Inc.
Entity Address, Address Line Two 9 West 57th Street
Entity Address, Address Line Three 43rd Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10019
City Area Code (212)
Local Phone Number 515-3200
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.01 par value
Trading Symbol ARI
Security Exchange Name NYSE
Entity Emerging Growth Company false