Apollo Commercial Real Estate Finance, Inc. (ARI)
SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1467760. Latest filing source: 0001193125-26-044725.
Informational only - descriptive public-record data, not investment advice.
Business
Read ARI's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read ARI's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 271,589,000 | USD | 2025 | 2026-02-10 |
| Net income | 126,720,000 | USD | 2025 | 2026-02-10 |
| Assets | 9,900,967,000 | USD | 2025 | 2026-02-10 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-10. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001467760.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 334,482,000 | 278,678,000 | 284,510,000 | 303,640,000 | 344,591,000 | 303,671,000 | 271,589,000 | |||
| Net income | 157,876,000 | 193,031,000 | 219,986,000 | 230,174,000 | 18,377,000 | 223,515,000 | 265,232,000 | 58,127,000 | -119,636,000 | 126,720,000 |
| Diluted EPS | 1.74 | 1.54 | 1.48 | 1.40 | 0.01 | 1.46 | 1.68 | 0.29 | -0.97 | 0.81 |
| Operating cash flow | 123,886,000 | 154,873,000 | 265,964,000 | 273,435,000 | 164,052,000 | 199,383,000 | 267,705,000 | 273,862,000 | 200,257,000 | 142,521,000 |
| Dividends paid | 132,213,000 | 183,877,000 | 227,217,000 | 269,232,000 | 237,751,000 | 199,646,000 | 200,574,000 | 202,019,000 | 185,949,000 | 141,276,000 |
| Share buybacks | 0.00 | 0.00 | 0.00 | 0.00 | 127,994,000 | 0.00 | 0.00 | 0.00 | 40,810,000 | 0.00 |
| Assets | 3,482,977,000 | 4,088,605,000 | 5,095,819,000 | 6,888,363,000 | 6,940,020,000 | 8,416,695,000 | 9,568,352,000 | 9,296,730,000 | 8,411,591,000 | 9,900,967,000 |
| Liabilities | 1,550,750,000 | 2,000,462,000 | 2,586,072,000 | 4,258,388,000 | 4,669,491,000 | 6,122,069,000 | 7,213,848,000 | 7,087,997,000 | 6,537,110,000 | 8,044,877,000 |
| Stockholders' equity | 1,932,227,000 | 2,088,143,000 | 2,509,747,000 | 2,629,975,000 | 2,270,529,000 | 2,294,626,000 | 2,354,504,000 | 2,208,733,000 | 1,874,481,000 | 1,856,090,000 |
| Cash and cash equivalents | 200,996,000 | 77,671,000 | 109,806,000 | 452,282,000 | 325,498,000 | 343,106,000 | 222,030,000 | 225,438,000 | 317,396,000 | 139,825,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 68.82% | 6.59% | 78.56% | 87.35% | 16.87% | -39.40% | 46.66% | |||
| Return on equity | 8.17% | 9.24% | 8.77% | 8.75% | 0.81% | 9.74% | 11.26% | 2.63% | -6.38% | 6.83% |
| Return on assets | 4.53% | 4.72% | 4.32% | 3.34% | 0.26% | 2.66% | 2.77% | 0.63% | -1.42% | 1.28% |
| Liabilities / equity | 0.80 | 0.96 | 1.03 | 1.62 | 2.06 | 2.67 | 3.06 | 3.21 | 3.49 | 4.33 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-044725; filed 2026-02-10. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-044725; filed 2026-02-10. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-044725; filed 2026-02-10. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-044725; filed 2026-02-10. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-044725; filed 2026-02-10. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-044725; filed 2026-02-10. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-044725; filed 2026-02-10. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-044725; filed 2026-02-10. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-044725; filed 2026-02-10. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-044725; filed 2026-02-10. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001467760.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.44 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 1.13 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.32 | reported discrete quarter | ||
| 2023-Q2 | 2023-03-31 | 48,916,000 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 92,164,000 | -0.62 | reported discrete quarter | |
| 2023-Q3 | 2023-06-30 | -83,400,000 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 81,157,000 | 0.30 | reported discrete quarter | |
| 2023-Q4 | 2023-12-31 | 84,153,000 | 46,540,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 80,535,000 | -104,524,000 | -0.76 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 | -104,524,000 | reported discrete quarter | ||
| 2024-Q2 | 2024-06-30 | 81,108,000 | 0.23 | reported discrete quarter | |
| 2024-Q3 | 2024-06-30 | 35,785,000 | reported discrete quarter | ||
| 2024-Q3 | 2024-09-30 | 71,573,000 | -0.69 | reported discrete quarter | |
| 2024-Q4 | 2024-12-31 | 70,455,000 | 40,652,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 65,816,000 | 25,991,000 | 0.16 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 | 25,991,000 | reported discrete quarter | ||
| 2025-Q2 | 2025-06-30 | 70,902,000 | 0.12 | reported discrete quarter | |
| 2025-Q3 | 2025-06-30 | 20,739,000 | reported discrete quarter | ||
| 2025-Q3 | 2025-09-30 | 61,619,000 | 0.34 | reported discrete quarter | |
| 2025-Q4 | 2025-12-31 | 73,252,000 | 29,199,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 58,634,000 | 26,227,000 | 0.16 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-187094; filed 2026-04-28. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-187094; filed 2026-04-28. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-187094; filed 2026-04-28. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001193125-26-187094.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING INFORMATION
We make forward-looking statements herein and will make forward-looking statements in future filings with the SEC, press releases or other written or oral communications within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may" or similar expressions, it intends to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: higher interest rates and inflation; market trends in our industry, real estate values, the debt securities markets or the general economy; the demand for commercial real estate loans; our business and investment strategy; our operating results; actions and initiatives of the U.S. government and governments outside of the United States, changes to government policies and the execution and impact of these actions, initiatives and policies; the state of the economy generally or in specific geographic regions; the impact of a shutdown of the U.S. federal government; economic trends and economic recoveries; our ability to obtain and maintain financing arrangements, including secured debt arrangements and securitizations; the timing and amount of expected future fundings of unfunded commitments; the availability of debt financing from traditional lenders; the volume of short-term loan extensions; the demand for new capital to replace maturing loans; expected leverage; general volatility of the securities markets in which we participate; changes in the value of our assets; the scope of our target assets; interest rate mismatches between our target assets and any borrowings used to fund such assets; changes in interest rates and the market value of our target assets; changes in prepayment rates on our target assets; effects of hedging instruments on our target assets; rates of default or decreased recovery rates on our target assets; the degree to which hedging strategies may or may not protect us from interest rate volatility; impact of and changes in governmental regulations, tax law and rates, accounting, legal or regulatory issues or guidance and similar matters; our continued maintenance of our qualification as a REIT for U.S. federal income tax purposes; our continued exclusion from registration under the Investment Company Act of 1940, as amended (the "1940 Act"); the availability of opportunities to acquire commercial mortgage-related, real estate-related and other securities; the availability of qualified personnel; estimates relating to our ability to make distributions to our stockholders in the future; our present and potential future competition; unexpected costs or unexpected liabilities, including those related to litigation; potential benefits and effects of the Asset Sale; and the amount and use of proceeds from the Asset Sale.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. 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 us. See Item 1A. "Risk Factors" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our most recent Annual Report on Form 10-K. These and other risks, uncertainties and factors, including those described in the annual, quarterly and current reports that we file with the SEC, could cause our actual results to differ materially from those included in any forward-looking statements we make. All forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
We are a Maryland corporation and have elected to be taxed as a REIT for U.S. federal income tax purposes. We primarily originate, acquire, invest in and manage performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt investments. These asset classes are referred to as our target assets.
We are externally managed and advised by the Manager, an indirect subsidiary of Apollo, a global, high-growth alternative asset manager with assets under management of approximately $938.4 billion as of December 31, 2025.
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The Manager is led by an experienced team of senior real estate professionals who have significant expertise in underwriting and structuring commercial real estate financing transactions. We benefit from Apollo's global infrastructure and operating platform, through which we are able to source, evaluate and manage potential investments in our target assets.
The Asset Sale
On the Closing Date, pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company sold its commercial real estate loan portfolio (other than loans that were repaid prior to closing and one loan with a principal balance of $46 million which is expected to repay after the Closing Date) to Athene for cash consideration of approximately $8.6 billion, which is based on 99.7% of the total commitment amount of such loans as of the Closing Date, subject to certain adjustments as provided in the Purchase Agreement. Please refer to "Note 20 - Subsequent Events" to the accompanying consolidated financial statements for further details.
Current Market Conditions
Certain external events such as public health issues, natural disasters, political and economic instability abroad, concerns regarding the stability of the sovereign debt of certain European countries, and other geopolitical issues, have adversely impacted the global economy and have contributed to significant volatility in financial markets. Due to various uncertainties caused by such external events and recent macroeconomic trends, including inflation and higher interest rates, further business risks could arise. Some of the factors that impacted us to date and may continue to affect us are outlined in Item 1A. "Risk Factors" in our most recent Annual Report on Form 10-K.
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Results of Operations
Net Income Available to Common Stockholders
For the three months ended March 31, 2026 and 2025, our net income available to common stockholders was $23.2 million, or $0.16 per diluted share of common stock, and $22.9 million, or $0.16 per diluted share of common stock, respectively.
Operating Results
The following table sets forth information regarding our condensed consolidated results of operations and certain key operating metrics compared to the most recently reported period ($ in thousands):
| Three Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2026 | December 31, 2025 | Change | ||||||||||
| Net interest income: | ||||||||||||
| Interest income from commercial mortgage loans | $ | 149,989 | $ | 159,500 | $ | (9,511 | ) | |||||
| Interest income from subordinate loans and other lending assets | — | 88 | (88 | ) | ||||||||
| Interest expense | (113,922 | ) | (115,486 | ) | 1,564 | |||||||
| Net interest income | 36,067 | 44,102 | (8,035 | ) | ||||||||
| Operations related to real estate owned: | ||||||||||||
| Revenue from real estate owned operations | 22,567 | 29,150 | (6,583 | ) | ||||||||
| Operating expenses related to real estate owned | (18,218 | ) | (23,882 | ) | 5,664 | |||||||
| Depreciation and amortization on real estate owned | (3,981 | ) | (3,403 | ) | (578 | ) | ||||||
| Net income related to real estate owned | 368 | 1,865 | (1,497 | ) | ||||||||
| Operating expenses: | ||||||||||||
| General and administrative expenses | (5,952 | ) | (7,546 | ) | 1,594 | |||||||
| Management fees to related party | (8,118 | ) | (8,608 | ) | 490 | |||||||
| Total operating expenses | (14,070 | ) | (16,154 | ) | 2,084 | |||||||
| Other income, net | 1,413 | 1,658 | (245 | ) | ||||||||
| Loss from equity method investment | (274 | ) | (254 | ) | (20 | ) | ||||||
| Increase in Specific CECL Allowance, net | — | (3,000 | ) | 3,000 | ||||||||
| Decrease in General CECL Allowance, net | 3,289 | 526 | 2,763 | |||||||||
| Gain (loss) on foreign currency forward contracts | 16,812 | (1,839 | ) | 18,651 | ||||||||
| Foreign currency translation gain (loss) | (17,148 | ) | 2,160 | (19,308 | ) | |||||||
| Net income before taxes | $ | 26,457 | $ | 29,064 | $ | (2,607 | ) | |||||
| Income tax provision | (230 | ) | 135 | (365 | ) | |||||||
| Net income | $ | 26,227 | $ | 29,199 | $ | (2,972 | ) |
Net Interest Income
Net interest income decreased by $8.0 million during the three months ended March 31, 2026 compared to the three months ended December 31, 2025. The net decrease was primarily attributable to lower average index rates during the three months ended March 31, 2026 compared to the three months ended December 31, 2025. Additionally, our commercial mortgage loan secured by a hotel in Chicago, IL was moved to nonaccrual status as of December 31, 2025, and no interest income was recorded on this loan during the three months ended March 31, 2026. Lastly, modifications to several of our loans resulted in interest rate decreases and further decreased interest income. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail.
Operations Related to Real Estate Owned
For the three months ended March 31, 2026, we recorded net income related to real estate owned of $0.4 million compared to net income of $1.9 million for the three months ended December 31, 2025. The decrease in net income was primarily due to the seasonality of hotel operations, which led to $2.1 million and $0.5 million lower net income from operations, prior to depreciation, for the D.C. Hotel and the Atlanta Hotel, respectively, during the three months ended March 31, 2026 as compared
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to the three months ended December 31, 2025. The decrease was partially offset by an increase in operating income attributable to our Brooklyn Multifamily Development as the lease-up of the property continues to ramp up. Refer to "Note 5 – Real Estate Owned" for further discussion of operations related to real estate owned. at
Operating Expenses
General and administrative expenses decreased by $1.6 million for the three months ended March 31, 2026 compared to the three months ended December 31, 2025. The decrease was primarily attributable to lower amortization of RSUs in the current quarter compared to prior quarter. Additionally, there were higher costs associated with reimbursements to the Manager and legal expenses during the three months ended December 31, 2025.
Management fees expense decreased by $0.5 million for the three months ended March 31, 2026 compared to the thre
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements and accompanying notes included in Item 8. "Financial Statements and Supplementary Data" of this annual report on Form 10-K.
Overview
We are a Maryland corporation and have elected to be taxed as a REIT for U.S. federal income tax purposes. We primarily originate, acquire, invest in and manage performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt investments. These asset classes are referred to as our target assets.
We are externally managed and advised by the Manager, an indirect subsidiary of Apollo, a global, high-growth alternative asset manager with assets under management of approximately $938.4 billion as of December 31, 2025.
The Manager is led by an experienced team of senior real estate professionals who have significant expertise in underwriting and structuring commercial real estate financing transactions. We benefit from Apollo's global infrastructure and operating platform, through which we are able to source, evaluate and manage potential investments in our target assets.
Proposed Transactions with Athene
On January 27, 2026, we entered into the Purchase Agreement with Athene. In connection with the Asset Sale, we also entered into the Management Agreement Side Letter with Operating LLC and the Manager, and the Expense Reimbursement Letter Agreement with Apollo Management Holdings. The Company is externally managed and advised by the Manager, which is a subsidiary of Apollo, and each of Athene and Apollo Management Holdings is a subsidiary of Apollo. The Purchase Agreement provides that, upon the terms and subject to the conditions set forth in the Purchase Agreement, Athene will purchase from the Company, and the Company will sell to Athene, the Loans as of the Closing, other than two loans with a combined total principal balance of $146 million, as of December 31, 2025, currently held by the Company which are expected to be repaid prior to the Closing. Refer to "Note 20 - Subsequent Events" to the accompanying consolidated financial statements for further detail.
Current Market Conditions
Certain external events such as public health issues, natural disasters, political and economic instability abroad, concerns regarding the stability of the sovereign debt of certain European countries, and other geopolitical issues, have adversely impacted the global economy and have contributed to significant volatility in financial markets. Due to various uncertainties caused by such external events and recent macroeconomic trends, including inflation and higher interest rates, further business risks could arise. Some of the factors that impacted us to date and may continue to affect us are outlined in Item 1A. "Risk Factors".
Results of Operations
Our results of operations discuss fiscal years ended December 31, 2025 and 2024 items and year-to-year comparisons between fiscal years ended December 31, 2025 and 2024. Discussions of prior period items and year-to-year comparisons between fiscal years ended December 31, 2024 and 2023 can be found in our "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended December 31, 2024.
Net Income (Loss) Available to Common Stockholders
For the years ended December 31, 2025 and 2024, our net income (loss) available to common stockholders was $114.4 million, or $0.81 per diluted share of common stock, and ($131.9) million, or ($0.97) per diluted share of common stock, respectively.
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Operating Results
The following table sets forth information regarding our consolidated results of operations and certain key operating metrics for the years ended December 31, 2025 and 2024 ($ in thousands):
| Year ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Change | ||||||||||
| Net interest income: | ||||||||||||
| Interest income from commercial mortgage loans | $ | 625,493 | $ | 699,389 | $ | (73,896 | ) | |||||
| Interest income from subordinate loans and other lending assets | 1,288 | 3,542 | (2,254 | ) | ||||||||
| Interest expense | (460,089 | ) | (503,949 | ) | 43,860 | |||||||
| Net interest income | 166,692 | 198,982 | (32,290 | ) | ||||||||
| Operations related to real estate owned: | ||||||||||||
| Revenue from real estate owned operations | 104,897 | 104,689 | 208 | |||||||||
| Operating expenses related to real estate owned | (85,213 | ) | (81,683 | ) | (3,530 | ) | ||||||
| Depreciation and amortization on real estate owned | (11,173 | ) | (11,668 | ) | 495 | |||||||
| Net income related to real estate owned | 8,511 | 11,338 | (2,827 | ) | ||||||||
| Operating expenses: | ||||||||||||
| General and administrative expenses | (27,410 | ) | (29,649 | ) | 2,239 | |||||||
| Management fees to related party | (34,165 | ) | (36,120 | ) | 1,955 | |||||||
| Total operating expenses | (61,575 | ) | (65,769 | ) | 4,194 | |||||||
| Other income, net | 7,872 | 4,498 | 3,374 | |||||||||
| Income from equity method investment | 15,413 | — | 15,413 | |||||||||
| Net realized loss on investments | (7,436 | ) | (128,191 | ) | 120,755 | |||||||
| Decrease (increase) in Specific CECL Allowance | 4,500 | (149,500 | ) | 154,000 | ||||||||
| Increase in General CECL Allowance, net | (7,729 | ) | (6,284 | ) | (1,445 | ) | ||||||
| Gain (loss) on foreign currency forward contracts | (98,703 | ) | 52,590 | (151,293 | ) | |||||||
| Foreign currency translation gain (loss) | 99,483 | (37,476 | ) | 136,959 | ||||||||
| Gain on interest rate hedging instruments | 23 | 570 | (547 | ) | ||||||||
| Net income (loss) before taxes | $ | 127,051 | $ | (119,242 | ) | $ | 246,293 | |||||
| Income tax provision | (331 | ) | (394 | ) | 63 | |||||||
| Net income (loss) | $ | 126,720 | $ | (119,636 | ) | $ | 246,356 |
Net Interest Income
Net interest income decreased by $32.3 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. This decrease was primarily attributable to lower average index rates during the year ended December 31, 2025, realization of a loss on investment during the third quarter of 2024 and modification of two of our commercial mortgage loans converting them from floating rate loans to fixed rate loans during the second quarter of 2024. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail.
Operations Related to Real Estate Owned
For the year ended December 31, 2025, we recorded net income related to real estate owned of $8.5 million, compared to net income of $11.3 million for the year ended December 31, 2024. The decrease in net income is primarily due to an increase in operating expenses related to the Brooklyn Multifamily Development, as the property reached substantial completion during the second half of 2025 and the lease-up of the property continues to ramp up. We recorded a net loss from the property's operations of $1.3 million during the year ended December 31, 2025. There was no such activity during the year ended December 31, 2024 as the property was still under construction with no revenue streams generated and all expenses being capitalized. Refer to "Note 5 – Real Estate Owned" for full discussion of operations related to real estate owned.
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Operating Expenses
General and administrative expenses decreased by $2.2 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to a decrease in amortization of RSUs.
Management fees expense decreased by $2.0 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily due to a decrease in Stockholders' Equity (as defined in the Management Agreement) during the year ended December 31, 2025.
Income from Equity Method Investment
During the year ended December 31, 2025, we recorded net income from equity method investment of $15.4 million. The increase in net income attributable to the Massachusetts Healthcare JV was due to a $17.4 million net gain on litigation settlement recorded during the year ended December 31, 2025. This income was partially offset with a net loss from operations of the Massachusetts Healthcare JV during the year ended December 31, 2025. There was no such activity during the year ended December 31, 2024, as the Massachusetts Healthcare JV did not take title of the two hospitals until the first quarter of 2025.
Refer to "Note 6 – Other Assets" and "Note 16 – Commitments and Contingencies" for additional information.
Net Realized loss on Investments
During the year ended December 31, 2025, we recorded a $7.4 million net realized loss on investments, consisting of (i) a $1.2 million realized loss on the sale of a promissory note previously recorded as Note receivable, held for sale and (ii) a $6.2 million realized loss related to the discounted payoff of the Michigan Office Loan.
Comparatively, during the year ended December 31, 2024, we recorded a $128.2 million net realized loss on investments, consisting of (i) a $127.5 million realized loss related to the extinguishment of the Massachusetts Healthcare Loan, and (ii) a $0.7 million realized loss related to the sale of a commercial mortgage loan collateralized by a hotel property located in Honolulu, HI.
Refer to "Note 3 – Fair Value Disclosure" and "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail.
Decrease (increase) in Specific CECL Allowance, net
During the year ended December 31, 2025, we recorded a net decrease in our Specific CECL Allowance of $4.5 million. This amount consisted of: (i) a $1.3 million reversal and a $6.2 million write-off of our allowance related to the discounted payoff of our Michigan Office Loan; and (ii) a $3.0 million allowance on a commercial mortgage loan secured by a hotel in Chicago, IL.
Comparatively, during the year ended December 31, 2024, we recorded a net increase in our Specific CECL Allowance of $149.5 million related to two of our subordinate loans. This amount consisted of: (i) a $142.0 million allowance recorded in the first quarter of 2024 for a mezzanine loan secured by an ultra-luxury residential property in Manhattan, NY; and (ii) a $7.5 million allowance recorded during the second quarter of 2024 for the Michigan Office Loan. Additionally, we recorded an increase and subsequent write-off of $127.5 million of our Specific CECL Allowance related to the Massachusetts Healthcare Loan. The $127.5 million write-off was recorded as a realized loss within net realized loss on investments in our December 31, 2024 consolidated statement of operations.
Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" and "Note 6 – Other Assets" for additional detail.
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Increase in General CECL Allowance, net
The General CECL Allowance increased by $7.7 million and $6.3 million during the years ended December 31, 2025 and 2024, respectively. The increases were primarily related to loan originations and the impacts of extending our expected loan repayment dates.
Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail.
Foreign currency translation gain and loss on derivative instruments
Foreign currency gains and losses on derivative instruments are evaluated on a combined basis and the net impact for the years ended December 31, 2025 and 2024 were net gains of $0.8 million and $15.1 million, respectively. The decrease in the net gain for the year ended December 31, 2025 compared to the year ended December 31, 2024 was predominantly due to higher forward point estimates for the year ended December 31, 2025.
Subsequent Events
Refer to "Note 20 – Subsequent Events" to the accompanying consolidated financial statements for disclosure regarding significant transactions that occurred subsequent to December 31, 2025.
Non-GAAP Financial Measures
Distributable Earnings
Distributable Earnings, a non-GAAP financial measure, is defined as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items (including depreciation and amortization related to real estate owned) 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, and (v) provision for current expected credit losses. Distributable Earnings may also be adjusted to exclude certain other non-cash items, as determined by the Manager and approved by a majority of our independent directors.
A significant limitation associated with Distributable Earnings as a measure of our financial performance over any period is that it excludes unrealized gains (losses) from investments. In addition, our presentation of Distributable Earnings may not be comparable to similarly-titled measures of other companies, that use different calculations. As a result, Distributable Earnings should not be considered as a substitute for our GAAP net income as a measure of our financial performance or any measure of our liquidity under GAAP. Distributable Earnings are reduced for realized losses and increased for realized gains.
For the year ended December 31, 2025, our Distributable Earnings were $148.7 million, or $1.05 per share, as compared to $61.3 million, or $0.43 per share for the prior year.
The table below summarizes the reconciliation from weighted-average diluted shares under GAAP to the weighted-average diluted shares used for Distributable Earnings:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| Weighted-Averages | Shares | Shares | |||||
| Diluted shares - GAAP | 138,868,602 | 139,674,140 | |||||
| Unvested RSUs, net(1) | 2,334,215 | 2,601,703 | |||||
| Diluted shares - Distributable Earnings | 141,202,817 | 142,275,843 |
(1)
Unvested RSUs are net of incremental shares assumed repurchased under the treasury stock method, if dilutive. There were no incremental shares included in the years ended December 31, 2025 and 2024
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As a REIT, U.S. federal income tax law generally requires us to distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons stockholders invest in a REIT, we generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Distributable Earnings is a key factor considered by the board of directors in setting the dividend and as such we believe Distributable Earnings is useful to investors.
Distributable Earnings Prior to Realized Loss on Investments and Realized Gain from Litigation Settlement
We believe it is useful to our investors to present Distributable Earnings prior to realized loss on investments and realized gain from litigation settlement to reflect our operating results because (i) our operating results are primarily comprised of earning interest income on our investments net of borrowing and administrative costs, which comprise our ongoing operations and (ii) it has been a useful factor related to our dividend per share because it is one of the considerations when a dividend is determined. We believe that our investors use Distributable Earnings and Distributable Earnings prior to realized loss on investments and realized gain from litigation settlement, or a comparable supplemental performance measure, to evaluate and compare the performance of our company and our peers.
During the year ended December 31, 2025, we recorded a realized loss on investments of $7.4 million consisting of (i) a $1.2 million realized loss on the sale of a promissory note previously recorded as Note receivable, held for sale and (ii) a $6.2 million realized loss related to the discounted payoff of the Michigan Office Loan. We also recorded a realized gain of $17.4 million within Income from equity method investment on our consolidated statement of operations from a litigation settlement with the Commonwealth of Massachusetts relating to the Massachusetts Healthcare Loan. Refer to "Note 3 – Fair Value Disclosure," "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net," "Note 6 – Other Assets" and "Note 16 – Commitments and Contingencies" for further discussion.
During the year ended December 31, 2024, we recorded a realized loss on investments of $128.2 million consisting of (i) a $127.5 million realized loss related to the Massachusetts Healthcare Loan and (ii) a $0.7 million realized loss on the sale of a commercial mortgage loan. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" and "Note 6 – Other Assets" for further discussion.
Accordingly, the table below summarizes the reconciliation from net income available to common stockholders to Distributable Earnings and Distributable Earnings prior to realized loss on investments and realized gain on litigation settlement ($ in thousands):
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| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||
| Net income (loss) available to common stockholders | $ | 114,448 | $ | (131,908 | ) | |||
| Adjustments: | ||||||||
| Equity-based compensation expense | 13,631 | 16,468 | ||||||
| Loss (gain) on foreign currency forwards | 98,703 | (52,590 | ) | |||||
| Foreign currency loss (gain), net | (99,483 | ) | 37,476 | |||||
| Unrealized loss on interest rate cap | 379 | 1,373 | ||||||
| Realized gains relating to interest income on foreign currency hedges, net | 524 | 4,054 | ||||||
| Realized gains relating to forward points on foreign currency hedges, net | 6,091 | 18,991 | ||||||
| Depreciation and amortization on real estate owned | 11,173 | 11,668 | ||||||
| Increase (decrease) in current expected credit loss allowance, net | 3,229 | 155,784 | ||||||
| Realized loss on investments | 7,436 | 128,191 | ||||||
| Realized gain on litigation settlement | (17,394 | ) | — | |||||
| Total adjustments: | 24,289 | 321,415 | ||||||
| Distributable Earnings prior to realized loss on investments and realized gain on litigation settlement | $ | 138,737 | $ | 189,507 | ||||
| Realized loss on investments | $ | (7,436 | ) | $ | (128,191 | ) | ||
| Realized gain on litigation settlement | 17,394 | — | ||||||
| Distributable Earnings | $ | 148,695 | $ | 61,316 | ||||
| Diluted Distributable Earnings per share prior to realized loss on investments and realized gain on litigation settlement | $ | 0.98 | $ | 1.33 | ||||
| Diluted Distributable Earnings per share of common stock | $ | 1.05 | $ | 0.43 | ||||
| Weighted-average diluted shares - Distributable Earnings | 141,202,817 | 142,275,843 |
Book Value Per Share
The following table calculates our book value per share ($ in thousands, except per share data):
| December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Stockholders' Equity | $ | 1,856,090 | $ | 1,874,481 | ||||
| Series B-1 Preferred Stock (Liquidation Preference) | (169,260 | ) | (169,260 | ) | ||||
| Common Stockholders' Equity | $ | 1,686,830 | $ | 1,705,221 | ||||
| Common Stock | 138,943,831 | 138,174,636 | ||||||
| Book value per share | $ | 12.14 | $ | 12.34 |
Investment Guidelines
Our current investment guidelines, approved by our board of directors, are comprised of the following:
1.
no investment will be made that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes;
2.
no investment will be made that would cause us to register as an investment company under the 1940 Act;
3.
investments will be predominantly in our target assets;
4.
no more than 20% of our net equity (on a consolidated basis) will be invested in any single investment at the time of the investment; in determining compliance with the investment guidelines, the amount of the investment is the net equity in the investment (gross investment less amount of third-party financing) plus the amount of any recourse on the financing secured by the investment; and
5.
until appropriate investments can be identified, the Manager may invest the proceeds of any offering in interest bearing, short-term investments, including money market accounts and/or funds, that are consistent with our intention to qualify as a REIT.
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The board of directors must approve any change in or waiver to these investment guidelines.
Investment Activity
During the year ended December 31, 2025, we committed $4.4 billion of capital to new loans ($3.3 billion was funded at closing), and provided $899.4 million of add-on fundings. During the year ended December 31, 2025, we received $2.9 billion in repayments and sales of loans and other lending assets.
Loan Portfolio Overview
Loan Portfolio Details
The following table sets forth certain information regarding our loan portfolio as of December 31, 2025 ($ in thousands):
| Description | Carrying Value | Weighted-Average Coupon (1) | Weighted-Average All-in Yield (1)(2) | Secured Debt Arrangements (3) | Cost of Funds(4) | Equity at cost(5) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial mortgage loans, net | $ | 8,712,018 | 6.6 | % | 7.4 | % | $ | 6,277,226 | 5.5 | % | $ | 2,434,792 | |||||||||||
| Subordinate loans, net | 62,198 | 0.0 | % | 0.0 | % | — | — | 62,198 | |||||||||||||||
| Total/Weighted-Average | $ | 8,774,216 | 6.5 | % | 7.3 | % | $ | 6,277,226 | 5.5 | % | $ | 2,496,990 |
(1)
Weighted-Average Coupon and Weighted-Average All-in Yield are based on the applicable benchmark rates as of December 31, 2025 on the floating rate loans.
(2)
Weighted-Average All-in Yield includes the amortization of deferred origination fees, loan origination costs and accrual of both extension and exit fees. Weighted-Average All-in Yield excludes the benefit of forward points on currency hedges relating to loans denominated in currencies other than USD.
(3)
Gross of deferred financing costs of $8.7 million.
(4)
Cost of funds includes weighted-average spread and applicable benchmark rates as of December 31, 2025 on secured debt arrangements.
(5)
Represents loan portfolio at carrying value less secured debt outstanding.
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The following table provides additional details of our commercial mortgage loan portfolio and subordinate loan portfolio as of December 31, 2025 ($ in millions):
| Commercial Mortgage Loan Portfolio | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location | ||||||||||||||
| 1 | Residential | 3 | 12/2021 | $ | 247 | $ | 9 | 02/2027 | Various, UK | ||||||||||||||
| 2 | Residential | 3 | 08/2025 | 237 | 15 | 09/2030 | Various, US | ||||||||||||||||
| 3 | Residential | 3 | 11/2025 | 225 | 22 | Y | 11/2030 | Manhattan, NY | |||||||||||||||
| 4 | Residential | 3 | 08/2024 | 157 | — | 08/2029 | Various, UK | ||||||||||||||||
| 5 | Residential | 3 | 04/2024 | 157 | — | 05/2029 | Emeryville, CA | ||||||||||||||||
| 6 | Residential | 3 | 04/2025 | 153 | — | 04/2030 | Various, US | ||||||||||||||||
| 7 | Residential | 3 | 04/2025 | 148 | — | 05/2030 | Jersey City, NJ | ||||||||||||||||
| 8 | Residential | 3 | 09/2025 | 141 | 42 | Y | 09/2030 | Charlotte, NC | |||||||||||||||
| 9 | Residential | 3 | 03/2025 | 130 | 2 | Y | 04/2029 | Port St. Lucie, FL | |||||||||||||||
| 10 | Residential(2) | 3 | 08/2022 | 112 | — | 11/2026 | Manhattan, NY | ||||||||||||||||
| 11 | Residential | 3 | 10/2024 | 103 | — | 11/2029 | Various, US | ||||||||||||||||
| 12 | Residential | 3 | 06/2024 | 99 | — | 07/2029 | Washington, DC | ||||||||||||||||
| 13 | Residential | 3 | 08/2025 | 92 | 13 | 08/2030 | Various, UK | ||||||||||||||||
| 14 | Residential | 3 | 02/2025 | 89 | — | Y | 02/2030 | Miami, FL | |||||||||||||||
| 15 | Residential | 3 | 05/2021 | 76 | — | 05/2027 | Cleveland, OH | ||||||||||||||||
| 16 | Residential | 3 | 05/2025 | 64 | — | Y | 05/2030 | Manhattan, NY | |||||||||||||||
| 17 | Residential | 3 | 02/2025 | 22 | — | 02/2027 | Miami, FL | ||||||||||||||||
| 18 | Office | 2 | 02/2022 | 656 | 84 | Y | 12/2028 | London, UK | |||||||||||||||
| 19 | Office(3) | 3 | 12/2025 | 267 | 79 | Y | 12/2030 | Manhattan, NY | |||||||||||||||
| 20 | Office | 3 | 06/2019 | 241 | 32 | 06/2030 | Berlin, Germany | ||||||||||||||||
| 21 | Office | 3 | 01/2020 | 230 | 23 | Y | 03/2028 | Long Island City, NY | |||||||||||||||
| 22 | Office | 3 | 02/2020 | 210 | 63 | Y | 03/2028 | London, UK | |||||||||||||||
| 23 | Office | 3 | 02/2022 | 174 | — | 06/2027 | Milan, Italy | ||||||||||||||||
| 24 | Office | 3 | 11/2022 | 100 | — | 09/2026 | Chicago, IL | ||||||||||||||||
| 25 | Office | 4 | 03/2018 | 73 | — | Y | 09/2027 | Chicago, IL | |||||||||||||||
| 26 | Hotel | 3 | 12/2023 | 340 | 15 | 12/2030 | Various, Europe | ||||||||||||||||
| 27 | Hotel | 3 | 10/2025 | 229 | 14 | Y | 10/2028 | London, UK | |||||||||||||||
| 28 | Hotel | 3 | 07/2021 | 180 | — | 08/2026 | Various, US | ||||||||||||||||
| 29 | Hotel | 3 | 09/2025 | 149 | — | 10/2030 | Manhattan, NY | ||||||||||||||||
| 30 | Hotel | 3 | 09/2015 | 139 | — | 12/2026 | Manhattan, NY | ||||||||||||||||
| 31 | Hotel | 3 | 06/2024 | 131 | — | 06/2029 | St. Petersburg, FL | ||||||||||||||||
| 32 | Hotel | 3 | 08/2025 | 123 | 4 | Y | 09/2030 | San Diego, CA | |||||||||||||||
| 33 | Hotel | 3 | 06/2024 | 110 | 5 | 07/2029 | Brooklyn, NY | ||||||||||||||||
| 34 | Hotel | 3 | 11/2021 | 87 | — | 12/2026 | St. Thomas, USVI | ||||||||||||||||
| 35 | Hotel | 3 | 12/2024 | 84 | 2 | Y | 01/2030 | Indianapolis, IN | |||||||||||||||
| 36 | Hotel | 3 | 12/2025 | 82 | — | 04/2027 | Manhattan, NY | ||||||||||||||||
| 37 | Hotel | 3 | 12/2024 | 75 | — | Y | 12/2029 | New Orleans, LA | |||||||||||||||
| 38 | Hotel(1) | 5 | 05/2019 | 43 | — | 02/2026 | Chicago, IL | ||||||||||||||||
| 39 | Industrial | 3 | 03/2021 | 261 | — | 05/2027 | Various, Sweden | ||||||||||||||||
| 40 | Industrial | 3 | 04/2025 | 244 | 4 | 05/2030 | Various, US | ||||||||||||||||
| 41 | Industrial | 3 | 08/2024 | 204 | 20 | 08/2029 | Various, UK | ||||||||||||||||
| 42 | Industrial | 3 | 11/2025 | 181 | 27 | 12/2030 | Various, US | ||||||||||||||||
| 43 | Industrial | 3 | 08/2025 | 80 | 53 | 08/2030 | Various, Europe | ||||||||||||||||
| 44 | Data Center | 3 | 03/2025 | 208 | 91 | Y | Y | 02/2030 | West Jordan, UT | ||||||||||||||
| 45 | Data Center | 3 | 05/2025 | 194 | 203 | Y | 06/2030 | Abilene, TX | |||||||||||||||
| 46 | Data Center | 3 | 04/2025 | 158 | — | 02/2029 | Slough, UK | ||||||||||||||||
| 47 | Retail | 3 | 12/2024 | 199 | 142 | 07/2030 | London, UK | ||||||||||||||||
| 48 | Retail(1) | 5 | 11/2014 | 96 | — | 09/2026 | Cincinnati, OH | ||||||||||||||||
| 49 | Mixed Use | 3 | 03/2022 | 154 | 14 | 03/2029 | Brooklyn, NY | ||||||||||||||||
| 50 | Mixed Use | 3 | 05/2025 | 148 | — | 05/2027 | London, UK | ||||||||||||||||
| 51 | Urban Predevelopment | 3 | 12/2022 | 135 | — | 02/2026 | Miami, FL | ||||||||||||||||
| 52 | Urban Predevelopment | 3 | 10/2025 | 94 | 50 | 11/2030 | Miami, FL | ||||||||||||||||
| 53 | Pubs | 3 | 12/2023 | 220 | — | Y | 01/2029 | Various, UK | |||||||||||||||
| 54 | Portfolio(4) | 3 | 06/2021 | 200 | 10 | 06/2027 | Various, Germany | ||||||||||||||||
| General CECL Allowance | (39 | ) | |||||||||||||||||||||
| Subtotal / Weighted-Average Commercial Mortgage Loans | 3.0 | $ | 8,712 | $ | 1,038 | 3.2 Years |
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| Subordinate Loan Portfolio | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location | ||||||||||||||
| 1 | Residential(2) | 3 | 06/2015 | $ | 34 | — | 11/2026 | Manhattan, NY | |||||||||||||||
| 2 | Residential(1)(2) | 5 | 05/2020 | 28 | — | 11/2026 | Manhattan, NY | ||||||||||||||||
| General CECL Allowance | — | ||||||||||||||||||||||
| Subtotal / Weighted-Average Subordinate Loans | 3.9 | $ | 62 | $ | — | 0.8 Years | |||||||||||||||||
| Total / Weighted-Average Loan Portfolio(5) | 3.0 | $ | 8,774 | $ | 1,038 | 3.2 Years |
(1)
Amortized cost for these loans is net of the recorded Specific CECL Allowance.
(2)
Loans are secured by the same property.
(3)
Modified loan treated as a new origination for accounting purposes.
(4)
Includes portfolio of office, industrial, and retail property types.
(5)
Total may not foot due to rounding.
Our average asset and debt balances for the year ended December 31, 2025 were ($ in thousands):
| Average month-end balances(1) | |||||||
|---|---|---|---|---|---|---|---|
| Description | Assets | Related debt | |||||
| Commercial mortgage loans | $ | 8,123,042 | $ | 5,786,418 | |||
| Subordinate loans | 513,006 | — | |||||
| Note receivable, held for sale | 20,600 | — |
(1)
Average month-end balances reflect principal and borrowings outstanding for assets and related debt, respectively.
Portfolio Management
Our portfolio benefits from our core investment strategy whereby we target assets that are secured by institutional quality real estate throughout the United States and Europe. As discussed in Item 1. "Business—Investment Strategy" of this annual report on Form 10-K, the Manager has implemented underwriting standards which place a particular emphasis on due diligence of prospective investments' sponsors and borrowers, as well as assessment of the risk/return profile and appropriate structure of each investment opportunity. As of December 31, 2025, our portfolio's weighted-average origination loan to value ("LTV") ratio was 59%, excluding risk-rated "5" loans. This reflects significant equity value which we believe our loan sponsors would be committed to protect during periods of volatility and market disruption.
We maintain a strong relationship with our borrowers and actively manage the assets in our portfolio on an ongoing basis. A dedicated team of asset management professionals performs surveillance of all loans in our portfolio, on an individual basis, from closing through final repayment. This robust monitoring process includes continuous assessment of asset level performance against underwritten criteria, changes in borrowers' financial position, as well as the impact of macroeconomic trends and microeconomic developments on loan assets and respective underlying collateral performance.
In addition to ongoing asset management, as further described in "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" to our consolidated financial statements, we perform a quarterly review of our portfolio whereby each loan is assigned a risk rating of "1" through "5," from less risk to greater risk, respectively. This analysis includes assessment of loans based on a variety of factors, including, without limitation, LTV ratio, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. In performing the analysis with respect to each loan, these various factors are assessed holistically, with a focus on their interplay, whereby no single factor on its own (whether quantitative or qualitative) is given more weight in the assessment or is prescriptive as to which specific risk rating is assigned to a specific loan. We apply these various factors on a
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case-by-case basis depending on the facts and circumstances for each loan, and the different factors may be given different weightings in different situations. As of December 31, 2025, the weighted-average risk rating of the loan portfolio was 3.0.
The following table presents the carrying value of our loans by internal risk rating as of December 31, 2025 ($ in thousands):
| Risk Rating | Number of Loans | Total(1) | % of Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | — | $ | — | — % | ||||||||
| 2 | 1 | 654,594 | 7.4 | % | ||||||||
| 3 | 51 | 7,918,714 | 89.9 | % | ||||||||
| 4 | 1 | 73,112 | 0.8 | % | ||||||||
| 5 | 3 | 166,550 | 1.9 | % | ||||||||
| Total | 56 | $ | 8,812,970 | 100.0 | % | |||||||
| General CECL Allowance(2) | (38,754 | ) | ||||||||||
| Total carrying value, net | $ | 8,774,216 |
(1)
Net of Specific CECL Allowance.
(2)
$5.8 million of the General CECL Allowance for 2025 is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable, accrued expenses and other liabilities in our consolidated balance sheets.
Leverage Policies
We use leverage for the sole purpose of financing our portfolio and not for the purpose of speculating on changes in interest rates. In addition to our secured debt arrangements, senior secured notes and senior secured term loan, we access additional sources of borrowings. Our charter and bylaws do not limit the amount of indebtedness we can incur; however, we are subject to and carefully monitor the limits placed on us by our credit providers and those that assign ratings on our company.
At December 31, 2025, our debt-to-equity ratio was 4.1 and our portfolio was comprised of $8.7 billion of commercial mortgage loans and $0.1 billion of subordinate loans. In order to achieve our return on equity, we generally finance our mortgage loans with 2.0 to 3.0 turns of leverage and generally do not finance our subordinate loan portfolio given built-in inherent structural leverage. Consequently, depending on our portfolio mix, our debt-to-equity ratio may exceed our previously disclosed thresholds.
Debt-to-Equity Ratio
The following table presents our debt-to-equity ratio:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Debt to Equity Ratio (1) | 4.1 | 3.2 |
(1)
Represents total debt less cash and net loan proceeds held by servicer (recorded with Other Assets, see "Note 6 – Other Assets" for more information) to total stockholders' equity.
Contractual Obligations, Liquidity, and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to fund and maintain our assets and operations, repay borrowings, make distributions to our stockholders and other general business needs. We utilize various sources of cash in order to meet our liquidity needs in the next twelve months, which is considered the short-term, and the longer term.
Our current debt obligations consist of $1.2 billion, at face value, of corporate debt, $6.3 billion of secured debt arrangements, and $425.8 million of debt related to real estate owned, held for investment. Our corporate debt includes $746.3 million of term loan borrowings and $500.0 million of senior secured notes. Our secured debt arrangements are generally term-matched to the underlying loans, and we anticipate repayments of $0.7 billion of secured debt arrangements in the short term. Specifics about our secured debt arrangements and corporate debt maturities and obligations are discussed below.
In addition to our debt obligations, as of December 31, 2025, we had $1.0 billion of unfunded loan commitments. We expect that approximately $590.9 million will be funded to existing borrowers in the short term.
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Our primary sources of liquidity as of December 31, 2025 were represented with $139.8 million of cash on hand, $4.2 million of loan proceeds held by servicer, $6.9 million of available borrowings under our financing arrangements based on existing collateral and cash flows from operations. Additionally, as of December 31, 2025, we held approximately $431.1 million of unencumbered assets and have $36.3 million of additional capacity on our construction financing secured by our Brooklyn Multifamily Development property which is available to fund future construction costs.
We maintain policies relating to our use of leverage. See "Leverage Policies" above. In the future, we may seek to raise further equity or debt capital or engage in other forms of borrowings in order to fund future investments or to refinance expiring indebtedness.
We generally intend to hold our assets for investment, although we may sell certain of our investments in order to manage our interest rate risk and liquidity needs, meet other operating objectives and adapt to market conditions.
To maintain our qualification as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. These distribution requirements limit our ability to retain earnings and replenish or increase capital for operations.
Borrowings Under Various Financing Arrangements
The following table summarizes the outstanding balances and maturities for our various financing arrangements:
| December 31, 2025 | December 31, 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Borrowings Outstanding(1) | Maturity (2) | Borrowings Outstanding(1) | Maturity (2) | |||||||||
| Secured Credit Facilities(3) | $ | 4,733,301 | November 2029 | $ | 3,235,982 | November 2026 | ||||||
| Barclays Private Securitization(4) | 1,543,925 | January 2028 | 1,587,780 | May 2027 | ||||||||
| Revolving Credit Facility | — | August 2028 | — | March 2026 | ||||||||
| Total Secured Debt Arrangements | 6,277,226 | 4,823,762 | ||||||||||
| Debt Related to Real Estate Owned | 425,799 | July 2027 | 327,662 | July 2027 | ||||||||
| Senior Secured Term Loans(5) | 746,250 | June 2030 | 761,250 | January 2027 | ||||||||
| Senior Secured Notes | 500,000 | June 2029 | 500,000 | June 2029 | ||||||||
| Total Borrowings | $ | 7,949,275 | $ | 6,412,674 |
(1)
Borrowings Outstanding represent principal balances as of the respective reporting periods.
(2)
Maturity dates represent weighted-average maturities based on borrowings outstanding and assumes extensions at our option are exercised with consent of financing providers, where applicable.
(3)
As of December 31, 2025, we had six secured credit counterparties through wholly-owned subsidiaries.
(4)
As of December 31, 2025, we had £698.3 million, €335.1 million, and kr1.9 billion ($1.5 billion assuming conversion into USD as of December 31, 2025) of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.
(5)
As of December 31, 2025, we held one senior secured term loan, our 2030 Term Loan, which represents the refinancing of our 2026 and 2028 Term Loans that were outstanding as of December 31, 2024. Refer to "Note 8 – Senior Secured Term Loans, Net" for discussion of the refinance.
Refer to "Note 7 – Secured Debt Arrangements, Net" of our consolidated financial statements for additional disclosure regarding our secured credit facilities, Barclays Private Securitization, and revolving credit facility.
Refer to "Note 8 – Senior Secured Term Loans, Net" and "Note 9 – Senior Secured Notes, Net" of our consolidated financial statements for additional disclosure regarding our Senior Secured Term Loans and Senior Secured Notes, respectively.
Refer to "Note 5 – Real Estate Owned" of our consolidated financial statements for additional disclosure regarding our debt related to real estate owned.
Dividends
We intend to continue to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Any distributions we make are
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at the discretion of our board of directors and depend upon, among other things, our actual results of operations. These results and our ability to pay distributions are affected by various factors, including the net interest and other income from our portfolio, our operating expenses and any other expenditures. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.
As of December 31, 2025 and December 31, 2024, we had 6,770,393 shares of our Series B-1 Preferred Stock outstanding. The Series B-1 Preferred Stock pay cumulative cash dividends, which are payable quarterly in equal amounts in arrears on the 15th day of each January, April, July and October: at a rate of 7.25% per annum of the $25.00 per share liquidation preference. Except under certain limited circumstances, the Series B-1 Preferred Stock is generally not convertible into or exchangeable for any other property or any other of our securities at the election of the holders. On and after July 15, 2026, we may, at our option, redeem the shares at a redemption price of $25.00, plus any accrued unpaid dividends to, but not including, the date of the redemption.
The following table details our dividend activity:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| Dividends declared per share of: | 2025 | 2024 | |||||
| Common Stock | $ | 1.00 | $ | 1.20 | |||
| Series B-1 Preferred Stock | $ | 1.81 | $ | 1.81 |
Critical Accounting Policies and Use of Estimates
Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and use of assumptions as to future uncertainties. The most critical accounting policies involve decisions and assessments that affect our reported assets and liabilities, as well as reported revenues and expenses. We believe that all of the decisions and assessments upon which these financial statements are based are reasonable based upon information currently available to us. The accounting policies and estimates that we consider to be most critical to an investor's understanding of our financial results and condition and require complex management judgment are discussed below.
There have been no material changes to our Critical Accounting Policies described under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Use of Estimates."
For a complete listing and description of our significant accounting policies, refer to "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements.
Real Estate Owned (and Related Debt)
In order to maximize recovery against a defaulted loan, we may assume legal title or physical possession of the underlying collateral through foreclosure or deed-in-lieu of foreclosure. Foreclosed properties are classified as real estate owned and recognized at fair value on our consolidated balance sheets in accordance with the acquisition method under ASC 805. Real estate assets acquired may include land, building, FF&E, and intangible assets. In accordance ASC 820, we may utilize the income, market, or cost approach (or combination thereof) to determine fair value.
When determining the fair value of a real estate asset under the income approach, we make certain assumptions including, but not limited to, consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate.
When determining the fair value of real estate assets under the market or sales comparison approach, we compare the property to similar properties in the marketplace. Although we exercise significant judgment to identify similar properties, and may also consult independent third-party valuation experts to assist, our assessment of fair value is subject to uncertainty and sensitive to our selection of comparable properties.
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When determining the fair value of real estate assets under the cost approach, we measure fair value as the replacement cost of these assets. This approach also requires significant judgment, and our estimate of replacement cost could vary from actual replacements costs.
At times we may classify real estate assets as held for sale in the period in which they meet the criteria under ASC Topic 360, "Property, Plant, and Equipment" ("ASC 360") as discussed in "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements. Once a real estate asset is classified as held for sale, depreciation is no longer recorded, and the asset is reported at the lower of its carrying value or fair value less cost to sell. The fair value of real estate assets classified as held for sale is determined using the appropriate methodologies noted in the preceding paragraph and the real estate asset's fair value is subject to uncertainty, as the actual sales price of the real estate asset could differ from those assumed in our valuations.
Once real estate assets have been recorded at fair value, they are evaluated for impairment on a quarterly basis. A real estate asset is considered impaired when the sum of estimated future undiscounted cash flows to be generated by the real estate asset over the estimated remaining holding period is less than the carrying value of such real estate asset. An impairment charge is recorded equal to the excess of the carrying value of the real estate asset over the fair value. When determining the fair value of a real estate asset for the purpose of assessing impairment, we make certain assumptions including, but not limited to: consideration of projected operating cash flows, intended holding period of the real estate, comparable selling prices and projected cash flows from the eventual disposition of the real estate based upon our estimate of a capitalization rate and discount rate. While we exercise significant judgment in generating our assumptions, the asset's fair value is subject to uncertainty, as actual operating cash flows and disposition proceeds could differ from those assumed in our valuations. Additionally, the output is sensitive to the assumptions used in calculating any potential impairment.
Please refer to "Note 3 – Fair Value Disclosure" and "Note 5 – Real Estate Owned" for more information regarding real estate owned and our valuation methodology as well as "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements.
Current Expected Credit Losses
We measure and record potential expected credit losses related to our loan portfolio in accordance with the CECL Standard. The CECL Standard requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the macroeconomic environment. We have adopted the weighted-average remaining maturity ("WARM") method to determine a General CECL Allowance for the majority of loans in our portfolio, applied on a collective basis by assets with similar risk characteristics. If we determine that a borrower or sponsor is experiencing financial difficulty, we will record loan-specific allowances (our Specific CECL Allowance) in accordance with a practical expedient prescribed by the CECL Standard.
General CECL Allowance
There are a number of significant assumptions required to estimate our General CECL Allowance which include deriving and applying an annual historical loss rate, estimating the impacts of current and future macroeconomic conditions, and forecasting the timing of expected repayments, satisfactions and future fundings.
We derive an annual historical loss rate based on a CMBS database with historical losses from 1998 through the fourth quarter of 2025 provided by a third party, Trepp LLC ("Trepp"). We apply various filters to arrive at a CMBS dataset most analogous to our current portfolio from which we determine an appropriate historical loss rate. This historical loss rate, and ultimately the General CECL Allowance we derive, is sensitive to the CMBS dataset we select.
We adjust our determined annual historical loss rate based on our outlook of the macroeconomic environment, for a reasonable and supportable forecast period. Selection of a forecast period is a matter of judgment and our General CECL Allowance is sensitive to this input.
We develop our expectations for the future macroeconomic environment and its potential impact on the performance of loans in our portfolio by analyzing various market factors, such as unemployment rate, market liquidity and price indexes relevant to commercial real estate sector. This assessment requires the use of significant judgment in selecting relevant market factors and
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analyzing their correlation with historical loss rates. The future macroeconomic environment is subject to uncertainty as the actual future macroeconomic environment could vary from our expectations.
Additionally, there are assumptions provided to us by the Manager that represent their best estimate as to loan expected term, future fundings, and timing of loan repayments. These assumptions, although made with the most available information at the time of the estimate, are subjective and actual activity may not follow the estimated schedule. These assumptions impact the future balances that the loss rate will be applied to and as such impact our General CECL Allowance. As we acquire new loans and the Manager monitors loan and sponsor performance, these estimates may change each period. Refer to "Note 2 – Summary of Significant Accounting Policies" and "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for further discussion regarding our General CECL Allowance.
Specific CECL Allowance
When we determine that a borrower or sponsor is experiencing financial difficulty, we evaluate the related loan for loan-specific allowances, under the practical expedient prescribed by the CECL Standard. Determining that a borrower or sponsor is experiencing financial difficulty requires the use of significant judgment and can be based on several factors subject to uncertainty. These factors can include, but are not limited to, whether cash from the borrower's operations are sufficient to cover current and future debt service requirements, the borrower's ability to potentially refinance the loan, and other circumstances that can affect the borrower's ability to satisfy their obligations in accordance the terms of the loan. When utilizing the practical expedient for collateral dependent loans, the current expected credit losses is determined as the difference between the fair value of the underlying collateral, adjusted for estimated costs to sell when applicable, and the carrying value of the loan (prior to the current expected credit losses), as repayment or satisfaction of a loan is dependent on a sale of the underlying collateral. Collateral-dependent loans evaluated for a Specific CECL Allowance are removed from the General CECL Allowance pool.
The fair value of the underlying collateral is determined by using method(s) such as discounted cash flow, the market approach, or direct capitalization approach. These methods require the use of key unobservable inputs, which are inherently uncertain and subjective. Our estimate of fair value is sensitive to both the valuation methodology selected and inputs used. Determining a suitable valuation method and selecting the appropriate key unobservable inputs and assumptions requires significant judgment and consideration of factors specific to the underlying collateral being assessed. Additionally, the key unobservable inputs and assumptions used may vary depending on the information available to us and market conditions as of the valuation date. As such, the fair value that we derive and use in calculating our Specific CECL Allowance, is subject to uncertainty and any actual losses, if incurred, could differ materially from our current expected credit losses. Refer to "Note 2 – Summary of Significant Accounting Policies" and "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for further discussion regarding our Specific CECL Allowance.
Refer to "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements for the complete listing and description of our significant accounting policies.
Supplemental U.S. Federal Income Tax Considerations
The following discussion supplements and updates the disclosures under the heading "U.S. Federal Income Tax Considerations" in each of the prospectus dated May 6, 2024, contained in our Registration Statement on Form S-3 (File No. 333-279158) filed with the SEC on May 6, 2024 and the prospectus dated November 3, 2023, contained in our Registration Statement on Form S-3 (File No. 333-275310) (the "Existing Tax Disclosure"). Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in the Existing Tax Disclosure.
On July 4, 2025, H.R. 1, informally known as the One Big Beautiful Bill Act (the "OBBB"), was enacted. The OBBB makes major changes to the Code, including some provisions of the Code that affect the taxation of REITs and their investors. In particular:
•
For taxable years beginning on or after January 1, 2026, the OBBB relaxed the REIT asset test requirement with respect to taxable REIT subsidiaries, providing that not more than 25% (relaxed from 20%) of the gross value of a REIT's assets may be represented by securities of one or more taxable REIT subsidiaries.
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•
The OBBB permanently extended the pass-through qualified business income deduction, generally allowing individuals to deduct 20% of the aggregate amount of ordinary REIT dividends distributed by a REIT. This deduction was due to expire for tax years beginning on or after January 1, 2026.
•
The OBBB permanently extended the maximum U.S. federal income tax rate of 37%, which applies to ordinary income recognized by individuals and other non-corporate U.S. stockholders, for tax years beginning on or after January 1, 2026.
To the extent the information set forth in the Existing Tax Disclosure is inconsistent with this supplemental information, this supplemental information supersedes the information in the Existing Tax Disclosure. This supplemental information is provided on the same basis and subject to the same qualifications as are set forth in the first six paragraphs of the Existing Tax Disclosure as if those paragraphs were set forth in this Annual Report on Form 10-K.
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MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0000950170-25-017122.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements and accompanying notes included in Item 8. "Financial Statements and Supplementary Data" of this annual report on Form 10-K.
Overview
We are a Maryland corporation and have elected to be taxed as a REIT for U.S. federal income tax purposes. We primarily originate, acquire, invest in and manage performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt investments. These asset classes are referred to as our target assets.
We are externally managed and advised by the Manager, an indirect subsidiary of Apollo, a global, high-growth alternative asset manager with assets under management of approximately $751.0 billion as of December 31, 2024.
The Manager is led by an experienced team of senior real estate professionals who have significant expertise in underwriting and structuring commercial real estate financing transactions. We benefit from Apollo's global infrastructure and operating platform, through which we are able to source, evaluate and manage potential investments in our target assets.
In March 2024, the SEC adopted amendments to its rules under the Securities Act and the Exchange Act that require disclosure of certain climate-related information in registration statements and annual reports, when material. In April 2024, the SEC chose to stay its newly adopted climate disclosure rules, pending the completion of judicial review. We are currently evaluating the impact of the new rule, if the stay is lifted, on our disclosures.
Current Market Conditions
Certain external events such as public health issues, natural disasters, political and economic instability abroad, concerns regarding the stability of the sovereign debt of certain European countries, and other geopolitical issues, have adversely impacted the global economy and have contributed to significant volatility in financial markets. Due to various uncertainties caused by such external events and recent macroeconomic trends, including inflation and higher interest rates, further business risks could arise. Some of the factors that impacted us to date and may continue to affect us are outlined in Item 1A. "Risk Factors."
Results of Operations
Our results of operations discuss fiscal years ended December 31, 2024 and 2023 items and year-to-year comparisons between fiscal years ended December 31, 2024 and 2023. Discussions of prior period items and year-to-year comparisons between fiscal years ended December 31, 2023 and 2022 can be found in our "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended December 31, 2023.
Net Income (Loss) Available to Common Stockholders
For the years ended December 31, 2024 and 2023, our net income (loss) available to common stockholders was ($131.9) million, or ($0.97) per diluted share of common stock, and $45.9 million, or $0.29 per diluted share of common stock, respectively.
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Operating Results
The following table sets forth information regarding our consolidated results of operations and certain key operating metrics for the years ended December 31, 2024 and 2023 ($ in thousands):
| Years Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | 2024 vs 2023 | ||||||||||
| Net interest income: | ||||||||||||
| Interest income from commercial mortgage loans | $ | 699,389 | $ | 701,002 | $ | (1,613 | ) | |||||
| Interest income from subordinate loans and other lending assets | 3,542 | 17,280 | (13,738 | ) | ||||||||
| Interest expense | (503,949 | ) | (466,110 | ) | (37,839 | ) | ||||||
| Net interest income | 198,982 | 252,172 | (53,190 | ) | ||||||||
| Operations related to real estate owned: | ||||||||||||
| Revenue from real estate owned operations | 104,689 | 92,419 | 12,270 | |||||||||
| Operating expenses related to real estate owned | (81,683 | ) | (72,759 | ) | (8,924 | ) | ||||||
| Depreciation and amortization on real estate owned | (11,668 | ) | (8,248 | ) | (3,420 | ) | ||||||
| Net income related to real estate owned | 11,338 | 11,412 | (74 | ) | ||||||||
| Operating expenses: | ||||||||||||
| General and administrative expenses | (29,649 | ) | (29,520 | ) | (129 | ) | ||||||
| Management fees to related party | (36,120 | ) | (37,978 | ) | 1,858 | |||||||
| Total operating expenses | (65,769 | ) | (67,498 | ) | 1,729 | |||||||
| Other income, net | 4,498 | 4,616 | (118 | ) | ||||||||
| Net realized loss on investments | (128,191 | ) | (86,604 | ) | (41,587 | ) | ||||||
| Realized gain on extinguishment of debt | — | 495 | (495 | ) | ||||||||
| Increase in Specific CECL Allowance | (149,500 | ) | (59,500 | ) | (90,000 | ) | ||||||
| Decrease (increase) in General CECL Allowance, net | (6,284 | ) | 72 | (6,356 | ) | |||||||
| Gain (loss) on foreign currency forward contracts | 52,590 | (48,213 | ) | 100,803 | ||||||||
| Foreign currency translation gain (loss) | (37,476 | ) | 52,031 | (89,507 | ) | |||||||
| Gain (loss) on interest rate hedging instruments | 570 | (414 | ) | 984 | ||||||||
| Net income (loss) before taxes | $ | (119,242 | ) | $ | 58,569 | $ | (177,811 | ) | ||||
| Income tax provision | (394 | ) | (442 | ) | 48 | |||||||
| Net income (loss) | $ | (119,636 | ) | $ | 58,127 | $ | (177,763 | ) |
Net Interest Income
Net interest income decreased by $53.2 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. This net decrease was primarily attributable to a decrease in interest income from (i) higher average balance of loans on non-accrual in 2024, (ii) realization of a loss on investment during 2024, and (iii) modifying two commercial mortgage loans from floating to fixed rate terms in 2024. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail.
Operations Related to Real Estate Owned
Net income related to real estate owned remained generally the same for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Management Fees
Management fees expense decreased by $1.9 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily due to a decrease in stockholders' equity (as defined in the Management Agreement) as a result of increased Specific CECL Allowance and realized losses on investments recorded during the year ended December 31, 2024.
Net realized loss on investments
During the year ended December 31, 2024, we recorded a $128.2 million net realized loss on investments, consisting of (i) a $127.5 million realized loss related to the extinguishment of the Massachusetts Healthcare Loan (as defined in "Note 4 -
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Commercial Mortgage Loans and Other Lending Assets, Net"), and (ii) a $0.7 million realized loss related to the sale of a commercial mortgage loan collateralized by a hotel property located in Honolulu, HI. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail.
Comparatively, during the year ended December 31, 2023, we recorded a net realized loss on investments of $86.6 million, consisting of (i) a $4.8 million realized loss related to the acquisition of the Atlanta Hotel through a deed-in-lieu of foreclosure and (ii) a $82.0 million realized loss on investments representing a write-off of previously recorded Specific CECL Allowance on one of our subordinate loans secured by an ultra-luxury residential property in Manhattan, NY. These losses were partially offset by a $0.2 million gain on investments recorded in connection with the sale of our entire interest in three commercial loans secured by properties in Europe and a partial interest in one commercial loan secured by property located in London, UK.
Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" and "Note 5 – Real Estate Owned" for additional detail.
Gain on Extinguishment of Debt
During the year ended December 31, 2023, we repurchased $53.9 million aggregate principal amount of the 5.375% Convertible Senior Notes due 2023 (the "2023 Notes" or "Convertible Notes") at a weighted average price of 99.1%. As a result of this transaction, we recognized a $0.5 million gain on extinguishment of debt. We fully repaid the remaining principal of the 2023 Notes in cash at par during the fourth quarter of 2023.
Increase in Specific CECL Allowance, net
During the year ended December 31, 2024, we recorded a net increase in our Specific CECL Allowance of $149.5 million, related to two of our subordinate loans. During the first quarter of 2024, we recorded a $142.0 million Specific CECL Allowance related to a mezzanine loan secured by an ultra-luxury residential property in Manhattan, NY, primarily attributable to a reduction in list pricing of remaining units and slower sales pace at the property. During the second quarter of 2024, we recorded a Specific CECL Allowance of $7.5 million on a subordinate loan secured by our interest in a Class A office building in Troy, MI, attributable to low occupancy and limited leasing activity in the property's submarket. Additionally, we recorded an increase and subsequent write-off of $127.5 million of our Specific CECL Allowance related to the Massachusetts Healthcare Loan. The $127.5 million write-off was recorded as a realized loss within net realized loss on investments in our consolidated statement of operations as discussed above.
During the year ended December 31, 2023, we recorded a net increase to our Specific CECL Allowance of $59.5 million. The net increase consisted of a $141.5 million Specific CECL Allowance related to two mezzanine loans secured by the same ultra-luxury residential property in Manhattan, NY with a subsequent write-off of $82.0 million during the same period related to the most junior mezzanine loan which was deemed unrecoverable. The $82.0 million write-off of Specific CECL Allowance was recorded as a realized loss within net realized loss on investments in our 2023 consolidated statement of operations as discussed above.
Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail.
Decrease (increase) in General CECL Allowance, net
For the year ended December 31, 2024, we recorded a net increase in our General CECL Allowance of $6.3 million. The increase was primarily driven by loan originations and the increase in our view of remaining expected term of certain of our loans. The increase was partially offset by the effects of portfolio seasoning and earlier than expected loan repayments.
During the year ended December 31, 2023, we recorded a net decrease in our General CECL Allowance of $0.1 million primarily driven by the effects of portfolio seasoning and loan repayments outpacing originations, which was partially offset by the increase in our view of remaining expected term of certain of our loans.
Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail.
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Foreign currency translation gain and loss on derivative instruments
Foreign currency gains and losses on derivative instruments are evaluated on a combined basis and the net impact for the year ended December 31, 2024 and year ended December 31, 2023 was a net gain of $15.1 million and $3.8 million, respectively.
The net gain for the year ended December 31, 2024 was higher than the net gain for the year ended December 31, 2023 due to lower forward point estimates.
Gain (loss) on interest rate hedges
During the year ended December 31, 2024, we recorded a net gain of $0.6 million on our interest rate caps. The net gain was primarily driven by a $1.9 million realized gain recorded in relation to our construction financing interest rate cap. The realized gain was attributable to SOFR exceeding the interest rate cap's strike rate throughout the year. Additionally, we recorded a partially offsetting unrealized loss of $1.3 million, driven by a decrease in the interest rate cap's fair value, as it approached its maturity.
During the year ended December 31, 2023, we recorded a net loss of $0.4 million primarily related to our 2026 Term Loan interest rate cap. Though we recorded a realized gain of $9.7 million driven by an increase in the applicable index rate above the interest rate cap's strike rate, this gain was offset by unrealized losses of $10.1 million, resulting from a decrease in the interest rate cap's fair value as it reached its June 2023 maturity.
Refer to "Note 11 – Derivatives" for full discussion of interest rate caps.
Subsequent Events
Refer to "Note 22 – Subsequent Events" to the accompanying consolidated financial statements for disclosure regarding significant transactions that occurred subsequent to December 31, 2024.
Non-GAAP Financial Measures
Distributable Earnings
Distributable Earnings, a non-GAAP financial measure, is defined as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items (including depreciation and amortization related to real estate owned) 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, and (v) provision for current expected credit losses. Distributable Earnings may also be adjusted to exclude certain other non-cash items, as determined by the Manager and approved by a majority of our independent directors.
For the year ended December 31, 2024, our Distributable Earnings were $61.3 million, or $0.43 per share, as compared to $157.5 million, or $1.09 per share for the prior year.
The weighted-average diluted shares outstanding used for Distributable 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 Convertible Notes. The Convertible Notes were fully repaid during the fourth quarter 2023, and as such, no adjustment was applied in 2024. Consistent with the treatment of other unrealized adjustments to Distributable Earnings, these potentially issuable shares are excluded until a conversion occurs. We believe that excluding shares issued in connection with a potential conversion of the Convertible Notes from our computation of Distributable Earnings per weighted-average diluted share is useful to investors for various reasons, including the following: (i) conversion of Convertible Notes to shares requires both the holder of a note to elect to convert the Convertible Note and for us to elect to settle the conversion in the form of shares; (ii) future conversion decisions by note holders will be based on our stock price in the future, which is presently not determinable; (iii) the exclusion of shares issued in connection with a potential conversion of the Convertible Notes from the computation of Distributable
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Earnings per weighted-average diluted share is consistent with how we treat other unrealized items in our computation of Distributable Earnings per weighted-average diluted share; and (iv) we believe that when evaluating our operating performance, investors and potential investors consider our Distributable Earnings relative to our actual distributions, which are based on shares outstanding and not shares that might be issued in the future.
The table below summarizes the reconciliation from weighted-average diluted shares under GAAP to the weighted-average diluted shares used for Distributable Earnings:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Weighted-Averages | Shares | Shares | |||||
| Diluted shares - GAAP | 139,674,140 | 141,281,286 | |||||
| Unvested Restricted Stock Units ("RSUs"), net(1) | 2,601,703 | 2,932,284 | |||||
| Diluted shares - Distributable Earnings | 142,275,843 | 144,213,570 |
(1)
Unvested RSUs are net of incremental shares assumed repurchased under the treasury stock method, if dilutive. There were no incremental shares included in the year ended December 31, 2024. For 2023, the weighted-average diluted shares for GAAP were determined using the "if-converted" method.
As a REIT, U.S. federal income tax law generally requires us to distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons stockholders invest in a REIT, we generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Distributable Earnings is a key factor considered by the board of directors in setting the dividend and as such we believe Distributable Earnings is useful to investors.
We believe it is useful to our investors to present Distributable Earnings prior to net realized loss on investments and gain on extinguishment of debt to reflect our operating results because (i) our operating results are primarily comprised of earning interest income on our investments net of borrowing and administrative costs, which comprise our ongoing operations and (ii) it has been a useful factor related to our dividend per share because it is one of the considerations when a dividend is determined. We believe that our investors use Distributable Earnings and Distributable Earnings prior to net realized loss on investments and gain on extinguishment of debt, or a comparable supplemental performance measure, to evaluate and compare the performance of our company and our peers.
A significant limitation associated with Distributable Earnings as a measure of our financial performance over any period is that it excludes unrealized gains (losses) from investments. In addition, our presentation of Distributable Earnings may not be comparable to similarly-titled measures of other companies, that use different calculations. As a result, Distributable Earnings should not be considered as a substitute for our GAAP net income as a measure of our financial performance or any measure of our liquidity under GAAP. Distributable Earnings are reduced for realized losses and increased for realized gains.
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The table below summarizes the reconciliation from net income available to common stockholders to Distributable Earnings and Distributable Earnings prior to net realized loss on investments and gain on extinguishment of debt ($ in thousands):
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| Net income (loss) available to common stockholders | $ | (131,908 | ) | $ | 45,855 | |||
| Adjustments: | ||||||||
| Equity-based compensation expense | 16,468 | 17,444 | ||||||
| Loss (gain) on foreign currency forwards | (52,590 | ) | 48,213 | |||||
| Foreign currency loss (gain), net | 37,476 | (52,031 | ) | |||||
| Unrealized loss on interest rate cap | 1,373 | 10,098 | ||||||
| Realized gains relating to interest income on foreign currency hedges, net | 4,054 | 11,882 | ||||||
| Realized gains relating to forward points on foreign currency hedges, net | 18,991 | 8,397 | ||||||
| Depreciation and amortization on real estate owned | 11,668 | 8,248 | ||||||
| Increase in current expected credit loss allowance, net | 155,784 | 59,428 | ||||||
| Net realized loss on investments(1) | 128,191 | 86,604 | ||||||
| Gain on extinguishment of debt(2) | — | (495 | ) | |||||
| Total adjustments: | 321,415 | 197,788 | ||||||
| Distributable Earnings prior to net realized loss on investments and gain on extinguishment of debt | $ | 189,507 | $ | 243,643 | ||||
| Net realized loss on investments(1) | $ | (128,191 | ) | $ | (86,604 | ) | ||
| Gain on extinguishment of debt(2) | — | 495 | ||||||
| Distributable Earnings | $ | 61,316 | $ | 157,534 | ||||
| Diluted Distributable Earnings per share prior to net realized loss on investments and gain on extinguishment of debt | $ | 1.33 | $ | 1.69 | ||||
| Diluted Distributable Earnings per share of common stock | $ | 0.43 | $ | 1.09 | ||||
| Weighted-average diluted shares - Distributable Earnings | 142,275,843 | 144,213,570 |
(1)
Net realized loss on investment for the year ended December 31, 2024 includes a realized loss of $127.5 million related to the Massachusetts Healthcare Loan and a $0.7 million loss on the sale of a commercial mortgage loan. Net realized loss on investment for the year ended December 31, 2023 includes (i) $4.8 million realized loss related to the acquisition of the hotel property in Atlanta, GA through a deed-in-lieu of foreclosure, (ii) $82.0 million realized loss representing a write-off of previously recorded Specific CECL Allowance on one of our subordinate loans secured by an ultra-luxury residential property in Manhattan, NY, (iii) $0.2 million net realized gain on loan sales. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for full discussion.
(2)
$0.5 million realized gains on extinguishment of debt was recorded during the year ended December 31, 2023 in connection with partial repurchases of our 2023 Notes. See "Note 10 – Convertible Senior Notes, Net" for full discussion.
Book Value Per Share
The following table calculates our book value per share ($ in thousands, except per share data):
| December 31, 2024 | December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Stockholders' Equity | $ | 1,874,481 | $ | 2,208,733 | ||||
| Series B-1 Preferred Stock (Liquidation Preference) | (169,260 | ) | (169,260 | ) | ||||
| Common Stockholders' Equity | $ | 1,705,221 | $ | 2,039,473 | ||||
| Common Stock | 138,174,636 | 141,358,605 | ||||||
| Book value per share | $ | 12.34 | $ | 14.43 |
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The following table shows the changes in our book value per share:
| Book value per share | ||||
|---|---|---|---|---|
| Book value per share at December 31, 2023 | $ | 14.43 | ||
| General CECL Allowance and accumulated depreciation | 0.30 | |||
| Book value per share at December 31, 2023 prior to General CECL Allowance and accumulated depreciation | $ | 14.73 | ||
| Diluted Distributable Earnings per share prior to net realized loss on investments | 1.33 | |||
| Impact of share repurchases | 0.12 | |||
| Common dividends declared | (1.20 | ) | ||
| Net increase in Specific CECL Allowance | (1.06 | ) | ||
| Realized loss on investments | (0.93 | ) | ||
| Vesting and delivery of RSUs | (0.14 | ) | ||
| Net loss on currency and interest rate hedges(1) | (0.07 | ) | ||
| Other | (0.01 | ) | ||
| Book value per share at December 31, 2024 prior to General CECL Allowance and accumulated depreciation | $ | 12.77 | ||
| General CECL Allowance and accumulated depreciation | (0.43 | ) | ||
| Book value per share at December 31, 2024 | $ | 12.34 |
(1)
Includes net unrealized loss on forward currency contracts and interest hedges, and realized loss on forward currency contracts related to principal outside impact of forward points.
We believe that presenting book value per share with sub-totals prior to the CECL Allowances and depreciation is useful for investors for various reasons, including, among other things, analyzing our compliance with financial covenants related to tangible net worth and debt-to-equity under our secured debt arrangements and senior secured term loan, which permit us to add the General CECL Allowance to our GAAP stockholders' equity. Given that our lenders consider book value per share prior to the General CECL Allowance as an important metric related to our debt covenants, we believe disclosing book value per share prior to the General CECL Allowance is important to investors such that they have the same visibility. We further believe that presenting book value before depreciation and amortization is useful to investors since it is a non-cash expense included in net income and is not representative of our core business and ongoing operations.
Investment Guidelines
Our current investment guidelines, approved by our board of directors, are comprised of the following:
•
no investment will be made that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes;
•
no investment will be made that would cause us to register as an investment company under the 1940 Act;
•
investments will be predominantly in our target assets;
•
no more than 20% of our net equity (on a consolidated basis) will be invested in any single investment at the time of the investment; in determining compliance with the investment guidelines, the amount of the investment is the net equity in the investment (gross investment less amount of third-party financing) plus the amount of any recourse on the financing secured by the investment; and
•
until appropriate investments can be identified, the Manager may invest the proceeds of any offering in interest bearing, short-term investments, including money market accounts and/or funds, that are consistent with our intention to qualify as a REIT.
The board of directors must approve any change in or waiver to these investment guidelines.
Investment Activity
During the year ended December 31, 2024, we committed $1.9 billion of capital to new loans ($1.3 billion was funded at closing), and provided $627.4 million of add-on fundings, including £168 million ($213 million in USD) to a first mortgage loan
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secured by a portfolio of pubs across the United Kingdom, that was originated in December 2023. During the year ended December 31, 2024, we received $2.5 billion in loan repayments and sales.
Loan Portfolio Overview
Loan Portfolio Details
The following table sets forth certain information regarding our loan portfolio as of December 31, 2024 ($ in thousands):
| Description | Carrying Value | Weighted-Average Coupon (1) | Weighted-Average All-in Yield (1)(2) | Secured Debt Arrangements (3) | Cost of Funds(4) | Equity at cost(5) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial mortgage loans, net | $ | 6,715,347 | 8.0 | % | 8.5 | % | $ | 4,823,762 | 6.6 | % | $ | 1,891,585 | |||||||||||
| Subordinate loans, net | 388,809 | 0.0 | % | 0.0 | % | — | — | 388,809 | |||||||||||||||
| Total Loans/Weighted-Average | $ | 7,104,156 | 7.5 | % | 8.1 | % | $ | 4,823,762 | 6.6 | % | $ | 2,280,394 | |||||||||||
| Note receivable, held for sale | 41,200 | 5.4 | % | 5.6 | % | — | — | 41,200 | |||||||||||||||
| Total/Weighted-Average | $ | 7,145,356 | 7.5 | % | 8.0 | % | $ | 4,823,762 | 6.6 | % | $ | 2,321,594 |
(1)
Weighted-Average Coupon and Weighted-Average All-in Yield are based on the applicable benchmark rates as of December 31, 2024 on the floating rate loans.
(2)
Weighted-Average All-in Yield includes the amortization of deferred origination fees, loan origination costs and accrual of both extension and exit fees. Weighted-Average All-in Yield excludes the benefit of forward points on currency hedges relating to loans denominated in currencies other than USD.
(3)
Gross of deferred financing costs of $8.8 million.
(4)
Cost of funds includes weighted-average spread and applicable benchmark rates as of December 31, 2024 on secured debt arrangements.
(5)
Represents loan portfolio at carrying value less secured debt outstanding.
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The following table provides additional details of our commercial mortgage loans, subordinate loans, and other lending assets portfolio as of December 31, 2024 ($ in millions):
| Commercial Mortgage Loan Portfolio | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location | ||||||||||||||
| 1 | Office | 2 | 02/2022 | $ | 463 | $ | 223 | Y | 12/2028 | London, UK | |||||||||||||
| 2 | Office | 3 | 03/2022 | 256 | 11 | Y | 04/2027 | Manhattan, NY | |||||||||||||||
| 3 | Office | 3 | 01/2020 | 226 | 25 | Y | 03/2028 | Long Island City, NY | |||||||||||||||
| 4 | Office | 4 | 06/2019 | 207 | — | 08/2026 | Berlin, Germany | ||||||||||||||||
| 5 | Office | 3 | 02/2020 | 172 | 5 | 03/2025 | London, UK | ||||||||||||||||
| 6 | Office | 3 | 02/2022 | 153 | — | 06/2025 | Milan, Italy | ||||||||||||||||
| 7 | Office | 3 | 11/2022 | 100 | — | 09/2026 | Chicago, IL | ||||||||||||||||
| 8 | Office | 4 | 03/2018 | 73 | — | Y | 01/2026 | Chicago, IL | |||||||||||||||
| 9 | Hotel | 3 | 12/2023 | 281 | — | 12/2028 | Various, Europe | ||||||||||||||||
| 10 | Hotel | 3 | 10/2019 | 248 | 15 | 08/2027 | Various, Spain | ||||||||||||||||
| 11 | Hotel | 3 | 05/2022 | 200 | 5 | Y | 06/2027 | Napa Valley, CA | |||||||||||||||
| 12 | Hotel | 3 | 07/2021 | 180 | — | 08/2026 | Various, US | ||||||||||||||||
| 13 | Hotel | 3 | 09/2015 | 140 | — | 12/2026 | Manhattan, NY | ||||||||||||||||
| 14 | Hotel | 3 | 06/2024 | 131 | — | 06/2029 | St. Petersburg, FL | ||||||||||||||||
| 15 | Hotel | 3 | 06/2024 | 106 | 9 | 07/2029 | Brooklyn, NY | ||||||||||||||||
| 16 | Hotel | 3 | 11/2021 | 87 | — | 12/2026 | St. Thomas, USVI | ||||||||||||||||
| 17 | Hotel | 3 | 12/2024 | 84 | 2 | Y | 01/2030 | Indianapolis, IN | |||||||||||||||
| 18 | Hotel | 3 | 12/2024 | 74 | — | Y | 12/2029 | New Orleans, LA | |||||||||||||||
| 19 | Hotel | 3 | 05/2019 | 46 | — | 12/2025 | Chicago, IL | ||||||||||||||||
| 20 | Residential | 3 | 12/2021 | 226 | 11 | 12/2026 | Various, UK | ||||||||||||||||
| 21 | Residential | 3 | 07/2024 | 187 | — | 07/2029 | Various, UK | ||||||||||||||||
| 22 | Residential | 3 | 03/2023 | 161 | — | 04/2026 | Various, US | ||||||||||||||||
| 23 | Residential | 3 | 04/2024 | 156 | — | 05/2029 | Emeryville, CA | ||||||||||||||||
| 24 | Residential | 3 | 08/2024 | 146 | — | 08/2029 | Various, UK | ||||||||||||||||
| 25 | Residential | 3 | 10/2024 | 103 | — | 11/2029 | Various, US | ||||||||||||||||
| 26 | Residential | 3 | 06/2024 | 99 | — | 07/2029 | Washington, DC | ||||||||||||||||
| 27 | Residential | 3 | 05/2021 | 76 | — | 05/2027 | Cleveland, OH | ||||||||||||||||
| 28 | Residential | 2 | 12/2021 | 12 | — | 01/2027 | Manhattan, NY | ||||||||||||||||
| 29 | Retail | 3 | 04/2022 | 479 | 21 | 04/2027 | Various, UK | ||||||||||||||||
| 30 | Retail | 3 | 08/2019 | 250 | — | Y | 09/2025 | Manhattan, NY | |||||||||||||||
| 31 | Retail(1) | 5 | 11/2014 | 97 | — | 09/2025 | Cincinnati, OH | ||||||||||||||||
| 32 | Retail | 2 | 05/2022 | 85 | — | 06/2027 | Various, US | ||||||||||||||||
| 33 | Retail | 3 | 12/2024 | — | 382 | 07/2030 | London, UK | ||||||||||||||||
| 34 | Mixed Use | 3 | 12/2019 | 209 | — | Y | 11/2025 | London, UK | |||||||||||||||
| 35 | Mixed Use | 3 | 03/2022 | 154 | 24 | Y | 03/2027 | Brooklyn, NY | |||||||||||||||
| 36 | Industrial | 3 | 03/2021 | 223 | — | 05/2026 | Various, Sweden | ||||||||||||||||
| 37 | Industrial | 3 | 08/2024 | 132 | 94 | Y | 08/2029 | Various, UK | |||||||||||||||
| 38 | Pubs | 3 | 12/2023 | 207 | — | Y | 01/2029 | Various, UK | |||||||||||||||
| 39 | Caravan Parks | 3 | 02/2021 | 196 | — | 02/2028 | Various, UK | ||||||||||||||||
| 40 | Portfolio(3) | 3 | 06/2021 | 186 | 14 | 06/2026 | Various, Germany | ||||||||||||||||
| 41 | Urban Predevelopment | 3 | 12/2022 | 134 | — | 01/2026 | Miami, FL | ||||||||||||||||
| General CECL Allowance | (30 | ) | |||||||||||||||||||||
| Subtotal / Weighted-Average Commercial Mortgage Loans | 3.0 | $ | 6,715 | $ | 841 | 2.6 Years |
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| Subordinate Loan Portfolio | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location | ||||||||||||||
| 1 | Residential(2) | 3 | 06/2015 | $ | 288 | — | 11/2025 | Manhattan, NY | |||||||||||||||
| 2 | Residential(2) | 3 | 08/2022 | 74 | — | 11/2025 | Manhattan, NY | ||||||||||||||||
| 3 | Residential(1)(2) | 5 | 05/2020 | 28 | — | 11/2025 | Manhattan, NY | ||||||||||||||||
| 4 | Office(1)(4) | 5 | 08/2017 | — | — | 09/2024 | Troy, MI | ||||||||||||||||
| General CECL Allowance | (1 | ) | |||||||||||||||||||||
| Subtotal / Weighted-Average Subordinate Loans | 3.1 | $ | 389 | $ | — | 0.8 Years | |||||||||||||||||
| Other Lending Assets Portfolio | |||||||||||||||||||||||
| # | Asset Type | Risk Rating | Origination Date | Fair Value | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location | ||||||||||||||
| 1 | Note Receivable | N/A | 10/2024 | $ | 41 | — | 10/2029 | N/A | |||||||||||||||
| General CECL Allowance | — | ||||||||||||||||||||||
| Subtotal / Weighted-Average Notes Receivable, Held for Sale | N/A | $ | 41 | $ | — | 4.8 Years | |||||||||||||||||
| Total / Weighted-Average Loan Portfolio(5) | 3.0 | $ | 7,145 | $ | 841 | 2.5 Years |
(1)
Amortized cost for these loans is net of the recorded Specific CECL Allowance.
(2)
Loans are secured by the same property.
(3)
Includes portfolio of office, industrial, and retail property types.
(4)
Loan matured in September 2024. Negotiations with sponsor currently in process.
(5)
Total may not foot due to rounding.
Our average asset and debt balances for the year ended December 31, 2024 were ($ in thousands):
| Average month-end balances for the year ended December 31, 2024 (1) | |||||||
|---|---|---|---|---|---|---|---|
| Description | Assets | Related debt | |||||
| Commercial mortgage loans (2) | $ | 7,789,546 | $ | 5,441,935 | |||
| Subordinate loans | 643,342 | — | |||||
| Note receivable, held for sale | 3,433 | — |
(1)
Average month-end balances reflect principal and borrowings outstanding for assets and related debt, respectively.
(2)
Includes average month end asset and debt balance of a commercial mortgage loan, held for sale.
Portfolio Management
Our portfolio benefits from our core investment strategy whereby we target assets that are secured by institutional quality real estate throughout the United States and Europe. As discussed in Item 1. "Business—Investment Strategy" of this annual report on Form 10-K, the Manager has implemented underwriting standards which place a particular emphasis on due diligence of prospective investments' sponsors and borrowers, as well as assessment of the risk/return profile and appropriate structure of each investment opportunity. As of December 31, 2024, our portfolio's weighted-average origination loan to value ("LTV") ratio was 57%, excluding risk-rated 5 loans. This reflects significant equity value which we believe our loan sponsors would be committed to protect during periods of volatility and market disruption.
We maintain a strong relationship with our borrowers and actively manage the assets in our portfolio on an ongoing basis. A dedicated team of asset management professionals performs surveillance of all loans in our portfolio, on an individual basis, from closing through final repayment. This robust monitoring process includes continuous assessment of asset level performance against underwritten criteria, changes in borrowers' financial position, as well as the impact of macroeconomic trends and microeconomic developments on loan assets and respective underlying collateral performance.
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In addition to ongoing asset management, as further described in "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" to our consolidated financial statements, we perform a quarterly review of our portfolio whereby each loan is assigned a risk rating of "1" through "5," from less risk to greater risk, respectively. This analysis includes assessment of loans based on a variety of factors, including, without limitation, LTV ratio, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. In performing the analysis with respect to each loan, these various factors are assessed holistically, with a focus on their interplay, whereby no single factor on its own (whether quantitative or qualitative) is given more weight in the assessment or is prescriptive as to which specific risk rating is assigned to a specific loan. We apply these various factors on a case-by-case basis depending on the facts and circumstances for each loan, and the different factors may be given different weightings in different situations. As of December 31, 2024, the weighted-average risk rating of the loan portfolio was 3.0.
The following table presents the carrying value of our loans by internal risk rating as of December 31, 2024 ($ in thousands):
| Risk Rating | Number of Loans | Total(1) | % of Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | — | $ | — | — % | ||||||||
| 2 | 3 | 560,180 | 7.9 | % | ||||||||
| 3 | 37 | 6,169,860 | 86.4 | % | ||||||||
| 4 | 2 | 279,732 | 3.9 | % | ||||||||
| 5 | 3 | 125,220 | 1.8 | % | ||||||||
| Total | 45 | $ | 7,134,992 | 100.0 | % | |||||||
| General CECL Allowance(2) | (30,836 | ) | ||||||||||
| Total carrying value, net | $ | 7,104,156 |
(1)
Net of Specific CECL Allowance.
(2)
$5.9 million of the General CECL Allowance for 2024 is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable, accrued expenses and other liabilities in our consolidated balance sheets.
Leverage Policies
We use leverage for the sole purpose of financing our portfolio and not for the purpose of speculating on changes in interest rates. In addition to our secured debt arrangements, senior secured notes and senior secured term loan, we access additional sources of borrowings. Our charter and bylaws do not limit the amount of indebtedness we can incur; however, we are subject to and carefully monitor the limits placed on us by our credit providers and those that assign ratings on our company.
At December 31, 2024, our debt-to-equity ratio was 3.2 and our portfolio was comprised of $6.7 billion of commercial mortgage loans and $0.4 billion of subordinate loans and other lending assets. In order to achieve our return on equity, we generally finance our mortgage loans with 2.0 to 3.0 turns of leverage and generally do not finance our subordinate loan portfolio given built-in inherent structural leverage. Consequently, depending on our portfolio mix, our debt-to-equity ratio may exceed our previously disclosed thresholds.
Debt-to-Equity Ratio
The following table presents our debt-to-equity ratio:
| December 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Debt to Equity Ratio (1) | 3.2 | 3.0 |
(1)
Represents total debt less cash and net loan proceeds held by servicer (recorded with Other Assets, see "Note 6 – Other Assets" for more information) to total stockholders' equity, gross of General CECL Allowance.
Contractual Obligations, Liquidity, and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to fund and maintain our assets and operations, repay borrowings, make distributions to our stockholders and other general business needs. We utilize various sources of cash in order to meet our liquidity needs in the next twelve months, which is considered the short-term, and the longer term.
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Our current debt obligations consist of $1.3 billion, at face value, of corporate debt, $4.8 billion of asset specific financings, and $327.7 million of debt related to real estate owned, held for investment. Our corporate debt includes $761.3 million of term loan borrowings and $500.0 million of senior secured notes. Our asset specific financings are generally tied to the underlying loans, and we anticipate repayments of $1.0 billion of secured debt arrangements in the short term. Specifics about our secured debt arrangements and corporate debt maturities and obligations are discussed below.
In addition to our debt obligations, as of December 31, 2024, we had $840.6 million of unfunded loan commitments. We expect that approximately $396.9 million will be funded to existing borrowers in the short term.
As of December 31, 2024, we had $317.4 million of cash on hand, $50.8 million of loan proceeds held by servicer and held approximately $507.2 million of unencumbered assets. We also had $2.1 billion of undrawn capacity under our secured debt arrangements and $134.5 million of additional capacity on our construction financing secured by our Brooklyn Multifamily Development property (as defined in "Note 3 - Fair Value Disclosure"), which is available to fund future construction costs.
We maintain policies relating to our use of leverage. See "Leverage Policies" above. In the future, we may seek to raise further equity or debt capital or engage in other forms of borrowings in order to fund future investments or to refinance expiring indebtedness.
We generally intend to hold our assets for investment, although we may sell certain of our investments in order to manage our interest rate risk and liquidity needs, meet other operating objectives and adapt to market conditions.
To maintain our qualification as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. These distribution requirements limit our ability to retain earnings and replenish or increase capital for operations.
Borrowings Under Various Financing Arrangements
The following table summarizes the outstanding balances and maturities for our various financing arrangements:
| December 31, 2024 | December 31, 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Borrowings Outstanding(1) | Maturity (2) | Borrowings Outstanding(1) | Maturity (2) | |||||||||
| Secured Credit Facilities | $ | 3,235,982 | November 2026 | $ | 3,247,652 | June 2026 | ||||||
| Barclays Private Securitization(3) | 1,587,780 | May 2027 | 2,157,157 | June 2026 | ||||||||
| Revolving Credit Facility | — | March 2026 | 147,000 | February 2025 | ||||||||
| Total Secured Debt Arrangements | 4,823,762 | 5,551,809 | ||||||||||
| Debt Related to Real Estate Owned | 327,662 | July 2027 | 164,835 | August 2027 | ||||||||
| Senior Secured Term Loans | 761,250 | January 2027 | 769,250 | January 2027 | ||||||||
| Senior Secured Notes | 500,000 | June 2029 | 500,000 | June 2029 | ||||||||
| Total Borrowings | $ | 6,412,674 | $ | 6,985,894 |
(1)
Borrowings Outstanding represent principal balances as of the respective reporting periods.
(2)
Maturity dates represent the weighted-average maturities based on borrowings outstanding, and assume that all extension options are exercised at our discretion, subject to the consent of financing providers where applicable.
(3)
As of December 31, 2024, we had £716.8 million, €493.9 million, and kr2.0 billion ($1.6 billion assuming conversion into USD as of December 31, 2024) of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.
Secured Credit Facilities
As of December 31, 2024, we had nine secured credit counterparties through wholly-owned subsidiaries. During the year ended December 31, 2024, we entered into one new credit facility and upsized two of our existing credit facilities which provided additional capacity of £366.6 million ($458.8 million converted into USD) and $413.5 million, respectively. Furthermore, we have repaid the full amount of borrowings outstanding on both the Goldman Sachs USD and Santander EUR facilities.
Refer to "Note 7 – Secured Debt Arrangements, Net" of our consolidated financial statements for additional disclosure regarding our secured credit facilities.
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Barclays Private Securitization
We are party to a private securitization with Barclays Bank plc ("Barclays") (such securitization, the "Barclays Private Securitization"). Commercial mortgage loans currently financed under the Barclays Private Securitization are denominated in GBP, EUR and SEK.
Refer to "Note 7 – Secured Debt Arrangements, Net" of our consolidated financial statements for additional disclosure regarding our Barclays Private Securitization.
Revolving Credit Facility
In March 2023, we entered into a Revolving Credit Facility. The Revolving Credit Facility matures in March 2026 and is secured by certain of our qualifying commercial mortgage loans and real property owned assets. As of December 31, 2024, the Revolving Credit Facility had a capacity of $160.0 million and requires that we maintain an interest coverage ratio of 1.3:1.
Refer to "Note 7 – Secured Debt Arrangements, Net" of our consolidated financial statements for additional disclosure regarding our Revolving Credit Facility.
Senior Secured Term Loans
In May 2019, we entered into the $500.0 million 2026 Term Loan (the "2026 Term Loan") and in March 2021, we entered into the $300.0 million senior secured term loan, with substantially the same terms as the 2026 Term Loan, (the "2028 Term Loan" and, together with the 2026 Term Loan, the "Term Loans"). The Term Loans are amortizing with repayments of 0.25% per quarter of the total committed principal.
Refer to "Note 8 – Senior Secured Term Loans, Net" of our consolidated financial statements for additional disclosure regarding our 2026 Term Loan and 2028 Term Loan.
Senior Secured Notes
In June 2021, we issued $500.0 million of 4.625% Senior Secured Notes due 2029 (the "2029 Notes"), for which we received net proceeds of $495.0 million, after deducting initial purchasers' discounts and commissions.
Refer to "Note 9 – Senior Secured Notes, Net" of our consolidated financial statements for additional disclosure regarding our 2029 Notes.
Debt Related to Real Estate Owned
In August 2022, we obtained construction financing on the Brooklyn Multifamily Development property. The construction financing includes a maximum commitment of $388.4 million, $164.8 million of which was funded when we acquired legal title of the property. As of December 31, 2024, the construction financing had a carrying value of $252.0 million, net of $2.0 million in deferred financing costs.
In June 2024, we obtained a $73.7 million mortgage secured by our D.C. Hotel property (as defined in "Note 3 - Fair Value Disclosure"). As of December 31, 2024, the mortgage had a carrying value of $72.6 million, net of $1.1 million in deferred financing costs.
Refer to "Note 5 – Real Estate Owned" of our consolidated financial statements for additional disclosure regarding our debt related to real estate owned.
Dividends
We intend to continue to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We generally intend over time to pay dividends to our stockholders in an
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amount equal to our net taxable income, if and to the extent authorized by our board of directors. Any distributions we make are at the discretion of our board of directors and depend upon, among other things, our actual results of operations. These results and our ability to pay distributions are affected by various factors, including the net interest and other income from our portfolio, our operating expenses and any other expenditures. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.
As of December 31, 2024 and December 31, 2023, we had 6,770,393 shares of our Series B-1 Preferred Stock (as defined in "Note 17 - Stockholders' Equity") outstanding. The Series B-1 Preferred Stock pay cumulative cash dividends, which are payable quarterly in equal amounts in arrears on the 15th day of each January, April, July and October: at a rate of 7.25% per annum of the $25.00 per share liquidation preference. Except under certain limited circumstances, the Series B-1 Preferred Stock is generally not convertible into or exchangeable for any other property or any other of our securities at the election of the holders. On and after July 15, 2026, we may, at our option, redeem the shares at a redemption price of $25.00, plus any accrued unpaid dividends to, but not including, the date of the redemption.
The following table details our dividend activity:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| Dividends declared per share of: | 2024 | 2023 | |||||
| Common Stock | $ | 1.20 | $ | 1.40 | |||
| Series B-1 Preferred Stock | $ | 1.81 | $ | 1.81 |
Repurchases of Equity Securities
In March 2020, our board of directors approved a stock repurchase program for up to $150.0 million of our common stock and in February 2021, approved the repurchase of an additional $150.0 million of our common stock. During the year ended December 31, 2024, we repurchased 4,013,405 shares of our common stock under this program at a weighted-average price of $10.15 per share.
Critical Accounting Policies and Use of Estimates
Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and use of assumptions as to future uncertainties. The most critical accounting policies involve decisions and assessments that affect our reported assets and liabilities, as well as reported revenues and expenses. We believe that all of the decisions and assessments upon which these financial statements are based are reasonable based upon information currently available to us. The accounting policies and estimates that we consider to be most critical to an investor's understanding of our financial results and condition and require complex management judgment are discussed below.
Real Estate Owned (and Related Debt)
In order to maximize recovery against a defaulted loan, we may assume legal title or physical possession of the underlying collateral through foreclosure or deed-in-lieu of foreclosure. Foreclosed properties are classified as real estate owned and recognized at fair value on our consolidated balance sheets in accordance with the acquisition method under Accounting Standards Codification ("ASC") Topic 805, "Business Combinations" ("ASC 805"). Real estate assets acquired may include land, building, furniture, fixtures and equipment ("FF&E") and intangible assets. In accordance ASC 820, we may utilize the income, market or cost approach (or combination thereof) to determine fair value.
When determining the fair value of a real estate asset under the income approach, we make certain assumptions including, but not limited to, consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate.
When determining the fair value of real estate assets under the market or sales comparison approach, we compare the property to similar properties in the marketplace. Although we exercise significant judgment to identify similar properties, and
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may also consult independent third-party valuation experts to assist, our assessment of fair value is subject to uncertainty and sensitive to our selection of comparable properties.
When determining the fair value of real estate assets under the cost approach, we measure fair value as the replacement cost of these assets. This approach also requires significant judgment, and our estimate of replacement cost could vary from actual replacements costs.
At times we may classify real estate assets as held for sale in the period in which they meet the criteria under ASC Topic 360, "Property, Plant, and Equipment" ("ASC 360") as discussed in "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements. Once a real estate asset is classified as held for sale, depreciation is no longer recorded, and the asset is reported at the lower of its carrying value or fair value less cost to sell. The fair value of real estate assets classified as held for sale is determined using the appropriate methodologies noted in the preceding paragraph and the real estate asset's fair value is subject to uncertainty, as the actual sales price of the real estate asset could differ from those assumed in our valuations.
Once real estate assets have been recorded at fair value, they are evaluated for impairment on a quarterly basis. A real estate asset is considered impaired when the sum of estimated future undiscounted cash flows to be generated by the real estate asset over the estimated remaining holding period is less than the carrying value of such real estate asset. An impairment charge is recorded equal to the excess of the carrying value of the real estate asset over the fair value. When determining the fair value of a real estate asset for the purpose of assessing impairment, we make certain assumptions including, but not limited to: consideration of projected operating cash flows, intended holding period of the real estate, comparable selling prices and projected cash flows from the eventual disposition of the real estate based upon our estimate of a capitalization rate and discount rate. While we exercise significant judgment in generating our assumptions, the asset's fair value is subject to uncertainty, as actual operating cash flows and disposition proceeds could differ from those assumed in our valuations. Additionally, the output is sensitive to the assumptions used in calculating any potential impairment.
Please refer to "Note 3 – Fair Value Disclosure" and "Note 5 – Assets and Liabilities Related to Real Estate Owned" for more information regarding real estate owned and our valuation methodology as well as "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements.
Current Expected Credit Losses
We measure and record potential expected credit losses related to our loan portfolio in accordance with the CECL Standard. The CECL Standard requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the macroeconomic environment. We have adopted the weighted-average remaining maturity ("WARM") method to determine a General CECL Allowance for the majority of loans in our portfolio, applied on a collective basis by assets with similar risk characteristics. If we determine that a borrower or sponsor is experiencing financial difficulty, we will record loan-specific allowances (our Specific CECL Allowance) in accordance with a practical expedient prescribed by the CECL Standard.
General CECL Allowance
There are a number of significant assumptions required to estimate our General CECL Allowance which include deriving and applying an annual historical loss rate, estimating the impacts of current and future macroeconomic conditions and forecasting the timing of expected repayments, satisfactions and future fundings.
We derive an annual historical loss rate based on a CMBS database with historical losses from 1998 through the fourth quarter of 2024 provided by a third party, Trepp LLC ("Trepp"). We apply various filters to arrive at a CMBS dataset most analogous to our current portfolio from which we determine an appropriate historical loss rate. This historical loss rate, and ultimately the General CECL Allowance we derive, is sensitive to the CMBS dataset we select.
We adjust our determined annual historical loss rate based on our outlook of the macroeconomic environment, for a reasonable and supportable forecast period. Selection of a forecast period is a matter of judgment and our General CECL Allowance is sensitive to this input.
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We develop our expectations for the future macroeconomic environment and its potential impact on the performance of loans in our portfolio by analyzing various market factors, such as unemployment rate, market liquidity and price indexes relevant to commercial real estate sector. This assessment requires the use of significant judgment in selecting relevant market factors and analyzing their correlation with historical loss rates. The future macroeconomic environment is subject to uncertainty as the actual future macroeconomic environment could vary from our expectations.
Additionally, there are assumptions provided to us by the Manager that represent their best estimate as to loan expected term, future fundings, and timing of loan repayments. These assumptions, although made with the most available information at the time of the estimate, are subjective and actual activity may not follow the estimated schedule. These assumptions impact the future balances that the loss rate will be applied to and as such impact our General CECL Allowance. As we acquire new loans and the Manager monitors loan and sponsor performance, these estimates may change each period. Refer to "Note 2 – Summary of Significant Accounting Policies" and "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for further discussion regarding our General CECL Allowance.
Specific CECL Allowance
When we determine that a borrower or sponsor is experiencing financial difficulty, we evaluate the related loan for loan-specific allowances, under the practical expedient prescribed by the CECL Standard. Determining that a borrower or sponsor is experiencing financial difficulty requires the use of significant judgment and can be based on several factors subject to uncertainty. These factors can include, but are not limited to, whether cash from the borrower's operations are sufficient to cover current and future debt service requirements, the borrower's ability to potentially refinance the loan, and other circumstances that can affect the borrower's ability to satisfy their obligations in accordance the terms of the loan. When utilizing the practical expedient for collateral dependent loans, the current expected credit losses is determined as the difference between the fair value of the underlying collateral, adjusted for estimated costs to sell when applicable, and the carrying value of the loan (prior to the current expected credit losses), as repayment or satisfaction of a loan is dependent on a sale of the underlying collateral. Collateral-dependent loans evaluated for a Specific CECL Allowance are removed from the General CECL Allowance pool.
The fair value of the underlying collateral is determined by using method(s) such as discounted cash flow, the market approach, or direct capitalization approach. These methods require the use of key unobservable inputs, which are inherently uncertain and subjective. Our estimate of fair value is sensitive to both the valuation methodology selected and inputs used. Determining a suitable valuation method and selecting the appropriate key unobservable inputs and assumptions requires significant judgment and consideration of factors specific to the underlying collateral being assessed. Additionally, the key unobservable inputs and assumptions used may vary depending on the information available to us and market conditions as of the valuation date. As such, the fair value that we derive and use in calculating our Specific CECL Allowance, is subject to uncertainty and any actual losses, if incurred, could differ materially from our current expected credit losses. Refer to "Note 2 – Summary of Significant Accounting Policies" and "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for further discussion regarding our Specific CECL Allowance.
Refer to "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements for the complete listing and description of our significant accounting policies.
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FY 2023 10-K MD&A
SEC filing source: 0001467760-24-000010.
Overview
We are a Maryland corporation and have elected to be taxed as a REIT for U.S. federal income tax purposes. We primarily originate, acquire, invest in and manage performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt investments. These asset classes are referred to as our target assets.
We are externally managed and advised by the Manager, an indirect subsidiary of Apollo, a global, high-growth alternative asset manager with assets under management of approximately $631.2 billion as of September 30, 2023.
The Manager is led by an experienced team of senior real estate professionals who have significant expertise in underwriting and structuring commercial real estate financing transactions. We benefit from Apollo’s global infrastructure and operating platform, through which we are able to source, evaluate and manage potential investments in our target assets.
Current Market Conditions
Certain external events such as public health issues, including the novel coronavirus ("COVID-19"), natural disasters, political and economic instability abroad, concerns regarding the stability of the sovereign debt of certain European countries, and other geopolitical issues, including the ongoing conflicts between Israel and Hamas, as well as further escalation of tensions between Israel and various countries in the Middle East and North Africa, and among Russia, Belarus and Ukraine, and the severe economic sanctions and export controls imposed by the U.S. and other governments against Russia, Belarus and Russian or Belarusian interests, have adversely impacted the global economy and have contributed to significant volatility in financial markets. Due to various uncertainties caused by such external events and recent macroeconomic trends, including inflation and higher interest rates, further business risks could arise. Some of the factors that impacted us to date and may continue to affect us are outlined in Item 1A. "Risk Factors."
Results of Operations
Net Income Available to Common Stockholders
For the years ended December 31, 2023 and 2022, our net income available to common stockholders was $45.9 million, or $0.29 per diluted share of common stock, and $253.0 million, or $1.68 per diluted share of common stock, respectively.
Operating Results
The following table sets forth information regarding our consolidated results of operations and certain key operating metrics for the years ended December 31, 2023 and 2022 ($ in thousands):
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| Years ended | 2023 vs 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | December 31, 2022 | |||||||||
| Net interest income: | ||||||||||
| Interest income from commercial mortgage loans | $ | 701,002 | $ | 456,513 | $ | 244,489 | ||||
| Interest income from subordinate loans and other lending assets | 17,280 | 55,590 | (38,310) | |||||||
| Interest expense | (466,110) | (270,525) | (195,585) | |||||||
| Net interest income | 252,172 | 241,578 | 10,594 | |||||||
| Operations related to real estate owned: | ||||||||||
| Revenue from real estate owned operations | 92,419 | 62,062 | 30,357 | |||||||
| Operating expenses related to real estate owned | (72,759) | (52,368) | (20,391) | |||||||
| Depreciation and amortization on real estate owned | (8,248) | (704) | (7,544) | |||||||
| Net income related to real estate owned | 11,412 | 8,990 | 2,422 | |||||||
| Operating expenses: | ||||||||||
| General and administrative expenses | (29,520) | (29,662) | 142 | |||||||
| Management fees to related party | (37,978) | (38,419) | 441 | |||||||
| Total operating expenses | (67,498) | (68,081) | 583 | |||||||
| Other income, net | 4,616 | 2,494 | 2,122 | |||||||
| Net realized gain (loss) on investments | (86,604) | 18,683 | (105,287) | |||||||
| Gain on extinguishment of debt | 495 | — | 495 | |||||||
| Decrease (increase) in Specific CECL Allowance, net | (59,500) | 11,500 | (71,000) | |||||||
| Decrease in General CECL Allowance, net | 72 | 6,123 | (6,051) | |||||||
| Gain (loss) on foreign currency forward contracts | (48,213) | 146,981 | (195,194) | |||||||
| Foreign currency translation gain (loss) | 52,031 | (116,399) | 168,430 | |||||||
| Gain (loss) on interest rate hedging instruments | (414) | 13,363 | (13,777) | |||||||
| Net income before taxes | $58,569 | $265,232 | $(206,663) | |||||||
| Income tax provision | (442) | — | (442) | |||||||
| Net income | $58,127 | $265,232 | $(207,105) |
For a comparison and discussion of our results of operations and other operating and financial data for the fiscal years ended December 31, 2022 and 2021, see Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our annual report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 8, 2023.
Net Interest Income
Net interest income increased by $10.6 million during the year ended December 31, 2023 compared to the same period in 2022. This increase was primarily driven by higher average index rates and was partially offset by placing a first mortgage loan and subordinate loan collateralized by the same ultra-luxury residential-for-sale property in Manhattan on non-accrual status as of May 1, 2023.
Operations Related to Real Estate Owned
Net income related to real estate owned increased by $2.4 million during the year ended December 31, 2023 compared to the year ended December 31, 2022. This increase was primarily driven by an increase in net income from hotel operations, prior to depreciation, of $5.2 million and $4.7 million attributable to the D.C. Hotel and the Atlanta Hotel, respectively.
This increase was partially offset by a $7.5 million increase in depreciation expense for the year ended December 31, 2023 compared to the year ended December 31, 2022, which was primarily related to the reclassification of the D.C. Hotel from held for sale to held for investment. Upon reclassification on March 1, 2023, we resumed depreciation and recorded depreciation expense representing the amount that would have been recorded had the asset been consistently classified as held for investment since its initial reclassification to held for sale during the first quarter of 2022.
Refer to "Note 5 - Real Estate Owned" for full discussion of the reclassification and operations related to real estate owned.
Operating Expenses
Management fees to related party and General and administrative expenses remained generally the same for the year
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ended December 31, 2023 compared to the year ended December 31, 2022.
Other income, net
Other income, net increased by $2.1 million during the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to an increase in bank interest earned on our cash balances and money market funds as a result of a higher interest rate environment.
Net realized gain (loss) on investments
During the year ended December 31, 2023, we recorded a $86.6 million net realized loss on investments, compared to the year ended December 31, 2022, in which we recorded a $18.7 million net realized gain. The $86.6 million net realized loss recorded during 2023 was primarily comprised of (i) a $4.8 million realized loss related to the acquisition of the Atlanta Hotel through a deed-in-lieu of foreclosure and (ii) a $82.0 million realized loss representing a write-off of previously recorded Specific CECL Allowance on one of our subordinate loans secured by an ultra-luxury residential property in Manhattan, NY. These losses were partially offset by a $0.2 million gain on investments recorded in connection with the sale of our entire interest in three commercial loans secured by properties in Europe and a partial interest in one commercial loan secured by property located in London, United Kingdom.
The net realized gain of $18.7 million during the year ended December 31, 2022 was primarily driven by a $43.6 million realized gain recorded in connection with the title acquisition for one of our first mortgage loans secured by a multifamily development in Brooklyn, NY. Refer to "Note 5 - Real Estate Owned" for more information. This realized gain was partially offset by a (i) $17.9 million realized loss, representing a write-off of a previously recorded Specific CECL Allowance on a first mortgage loan secured by an urban predevelopment property due to the sale of the underlying property, and (ii) a $7.0 million realized loss, representing a write-off of a previously recorded Specific CECL Allowance related to a first mortgage secured by the Atlanta Hotel, which went into maturity default during 2022. Refer to "Note 4 - Commercial Mortgage Loans Subordinate Loans and Other Lending Assets, Net" for more information.
Decrease (increase) in Specific CECL Allowance, net
During the year ended December 31, 2023, we recorded a net increase to our Specific CECL Allowance of $59.5 million compared to a net decrease of $11.5 million recorded during the year ended December 31, 2022.
During the year ended December 31, 2023, we recorded a $141.5 million increase to our Specific CECL Allowance, related to two mezzanine loans secured by the same ultra-luxury residential property in Manhattan, NY. As of June 30, 2023, $82.0 million related to the most junior mezzanine loan was deemed unrecoverable. Accordingly, $82.0 million of previously recorded Specific CECL was written-off and recorded as a realized loss within net realized loss on investments during 2023.
The $11.5 million decrease of our Specific CECL Allowance during the year ended December 31, 2022 was comprised of (i) a $53.0 million reversal and $15.0 million write-off of a previously recorded Specific CECL Allowance on an urban predevelopment first mortgage loan in Miami, FL and (ii) a $10.0 million reversal of a previously recorded Specific CECL Allowance on a loan related to a multifamily development in Brooklyn, NY. These write-offs and reversals recorded during the year ended December 31, 2022 were offset by the Specific CECL Allowance of $66.5 million recorded in relation to mezzanine loan secured by our interest in an ultra-luxury residential property in Manhattan, NY.
Refer to "Note 2 - Summary of Significant Accounting Policies" and "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional information related to our Specific CECL Allowance.
Decrease in General CECL Allowance, net
Our General CECL Allowance decreased by $0.1 million during the year ended December 31, 2023 compared to a decrease of $6.1 million for the same period in 2022. The decrease recorded during 2023 was primarily related to portfolio seasoning and loan repayments outpacing originations. The decrease was partially offset by the increase in our view of remaining expected term of certain of our loans. The decrease in General CECL Allowance recorded during the year ended December 31, 2022, was primarily due to portfolio seasoning and changes in expected loan repayment dates, which were partially offset by a more adverse macroeconomic outlook.
Refer to "Note 2 - Summary of Significant Accounting Policies" and "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional information related to our General CECL Allowance.
Gain on Extinguishment of Debt
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During the year ended December 31, 2023, we repurchased $53.9 million aggregate principal of the 5.375% Convertible Senior Notes due 2023 (the "2023 Notes") and realized a $0.5 million gain on extinguishment of debt. There was no repurchase activity for the year ended December 31, 2022.
Refer to "Note 10 - Convertible Senior Notes, Net" for further discussion.
Foreign currency translation loss and gain on derivative instruments
Foreign currency gains and losses on derivative instruments are evaluated on a combined basis and the net impact for the years ended December 31, 2023 and 2022 was a net gain of $3.8 million and $30.6 million, respectively. We use forward currency contracts to economically hedge interest and principal payments due under our loans denominated in currencies other than USD.
During the year ended December 31, 2023, both the GBP and the EUR rates rose in relation to USD while both rates fell considerably during the year ended December 31, 2022. The rise in rates resulted in a loss on our foreign currency forward contracts and a gain related to foreign currency translation. The change in net gain for the year ended December 31, 2023 compared to the year ended December 31, 2022 is predominantly due to lower forward point estimates and a decrease in value on forward currency contracts related to our net interest hedges for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Gain (loss) on interest rate hedging instruments
During the year ended December 31, 2023, we recorded a net loss of $0.4 million on our interest rate caps, which included realized gains of $9.7 million. This realized gain was primarily due to LIBOR exceeding the strike rate on our 2026 Term Loan interest rate cap prior to maturing in the second quarter of 2023. The realized gain was offset by unrealized losses which increased as the interest rate cap neared maturity. During the year ended December 31, 2022, our interest rate cap generated a gain of $13.4 million due to rising LIBOR rates, including a realized gain of $5.7 million due to LIBOR exceeding the strike rate on our 2026 Term Loan interest rate cap.
Income tax provision
During the year ended December 31, 2023, we recorded an income tax provision of $0.4 million. The income tax provision reflects the aggregate income tax of one of our TRS entities for the taxable year ended December 31, 2023. We recorded no income tax provision during the year ended December 31, 2022.
Subsequent Events
Refer to "Note 21 - Subsequent Events" to the accompanying consolidated financial statements for disclosure regarding significant transactions that occurred subsequent to December 31, 2023.
Non-GAAP Financial Measures
Distributable Earnings
Distributable Earnings, a non-GAAP financial measure, is defined as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items (including depreciation and amortization related to real estate owned) 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, and (v) provision for loan losses. Distributable Earnings may also be adjusted to exclude certain other non-cash items, as determined by the Manager and approved by a majority of our independent directors.
For the year ended December 31, 2023, our Distributable Earnings were $157.5 million, or $1.09 per share, as compared to $239.3 million, or $1.67 per share, for the prior year.
The weighted-average diluted shares outstanding used for Distributable 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 Convertible Notes. Consistent with the treatment of other unrealized adjustments to Distributable Earnings, these potentially issuable shares are excluded until a conversion occurs, which we believe is a useful presentation for investors. We believe that excluding shares issued in connection with a potential conversion of the Convertible Notes from our computation of
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Distributable Earnings per weighted average diluted share is useful to investors for various reasons, including the following: (i) conversion of Convertible Notes to shares requires both the holder of a note to elect to convert the Convertible Note and for us to elect to settle the conversion in the form of shares (ii) future conversion decisions by note holders will be based on our stock price in the future, which is presently not determinable; (iii) the exclusion of shares issued in connection with a potential conversion of the Convertible Notes from the computation of Distributable Earnings per weighted-average diluted share is consistent with how we treat other unrealized items in our computation of Distributable Earnings per weighted-average diluted share; and (iv) we believe that when evaluating our operating performance, investors and potential investors consider our Distributable Earnings relative to our actual distributions, which are based on shares outstanding and not shares that might be issued in the future.
The table below summarizes the reconciliation from weighted-average diluted shares under GAAP to the weighted-average diluted shares used for Distributable Earnings:
| Year ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Weighted-Averages Shares | 2023 | 2022 | ||||||
| Diluted shares - GAAP | 141,281,286 | 165,504,660 | ||||||
| Potential shares issued under conversion of the Convertible Notes | — | (22,314,191) | ||||||
| Unvested Restricted Stock Units ("RSUs") | 2,932,284 | — | ||||||
| Diluted shares - Distributable Earnings | 144,213,570 | 143,190,469 |
As a REIT, U.S. federal income tax law generally requires us to distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons stockholders invest in a REIT, we generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Distributable Earnings is a key factor considered by the board of directors in setting the dividend and as such we believe Distributable Earnings is useful to investors.
During the year ended December 31, 2023, we recorded $86.6 million net realized loss on investments consisting of (i) a $82.0 million realized loss representing a write-off of previously recorded Specific CECL Allowance on one of our subordinate loans secured by an ultra-luxury residential property in Manhattan, NY, (ii) a $4.8 million realized loss related to the acquisition of a hotel property through a deed-in-lieu of foreclosure and (iii) a $0.2 million gain on loan sales. Refer to Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" and "Note 5 – Real Estate Owned" for additional information.
During the year ended December 31, 2023, we recorded $0.5 million gain on extinguishment of debt related to a partial repurchase of our 2023 Notes. See "Note 10 - Convertible Senior Notes, Net" for full discussion of this transaction.
During the year ended December 31, 2022, we recorded a $18.7 million net realized gain on investments consisting of (i) a $43.6 million realized gain on investments reflecting the difference between the fair value of a multifamily development property located in Brooklyn, NY acquired through a deed-in-lieu of foreclosure and the amortized cost of the loan at the time of foreclosure, (ii) a $17.9 million realized loss representing a write-off of a previously recorded Specific CECL Allowance on an urban predevelopment first mortgage loan and (iii) a $7.0 million realized loss on a first mortgage secured by a hotel property, representing a write-off of a previously recorded Specific CECL Allowance related to a first mortgage loan in maturity default. Refer to "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" and Note 5 – Real Estate Owned" for additional information.
We believe it is useful to our investors to present Distributable Earnings prior to net realized gains (losses) on investments and gain on extinguishment of debt to reflect our operating results because (i) our operating results are primarily comprised of earning interest income on our investments net of borrowing and administrative costs, which comprise our ongoing operations and (ii) it has been a useful factor related to our dividend per share because it is one of the considerations when a dividend is determined. We believe that our investors use Distributable Earnings and Distributable Earnings prior to net realized gains (losses) on investments and gain on extinguishment of debt, or a comparable supplemental performance measure, to evaluate and compare the performance of our company and our peers.
A significant limitation associated with Distributable Earnings as a measure of our financial performance over any period is that it excludes unrealized gains (losses) from investments. In addition, our presentation of Distributable Earnings may not be comparable to similarly-titled measures of other companies, that use different calculations. As a result, Distributable Earnings should not be considered as a substitute for our GAAP net income as a measure of our financial performance or any measure of
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our liquidity under GAAP. Distributable Earnings are reduced for realized losses on loans which include losses that management believes are near certain to be realized.
The table below summarizes the reconciliation from net income available to common stockholders to Distributable Earnings and Distributable Earnings prior to net realized gains (losses) on investments and gain on extinguishment of debt ($ in thousands):
| Year ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||
| Net income available to common stockholders | $ | 45,855 | $ | 252,960 | |||||
| Adjustments: | |||||||||
| Equity-based compensation expense | 17,444 | 18,252 | |||||||
| Loss (gain) on foreign currency forwards | 48,213 | (146,981) | |||||||
| Foreign currency loss (gain), net | (52,031) | 116,399 | |||||||
| Unrealized loss (gain) on interest rate cap | 10,098 | (7,692) | |||||||
| Realized gains relating to interest income on foreign currency hedges, net | 11,882 | 14,080 | |||||||
| Realized gains relating to forward points on foreign currency hedges, net | 8,397 | 9,195 | |||||||
| Depreciation and amortization on real estate owned | 8,248 | 704 | |||||||
| Increase (decrease) in current expected credit loss allowance, net | 59,428 | (17,623) | |||||||
| Net realized (gain) loss on investments | 86,604 | (18,683) | |||||||
| Gain on extinguishment of debt | (495) | — | |||||||
| Total adjustments: | 197,788 | (32,349) | |||||||
| Distributable Earnings prior to net realized (gain) loss on investments and gain on extinguishment of debt | $ | 243,643 | $ | 220,611 | |||||
| Net realized gain (loss) on investments | $ | (86,604) | $ | 18,683 | |||||
| Gain on extinguishment of debt | 495 | — | |||||||
| Distributable Earnings | $ | 157,534 | $ | 239,294 | |||||
| Diluted Distributable Earnings per share prior to net realized loss on investments and gain on extinguishment of debt | $ | 1.69 | $ | 1.54 | |||||
| Diluted Distributable Earnings per share of common stock | $ | 1.09 | $ | 1.67 | |||||
| Weighted-average diluted shares - Distributable Earnings | 144,213,570 | 143,190,469 |
Book Value Per Share
The table below calculates our book value per share ($ in thousands, except per share data):
| December 31, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Stockholders' Equity | $ | 2,208,733 | $ | 2,354,504 | ||
| Series B-1 Preferred Stock (Liquidation Preference) | (169,260) | (169,260) | ||||
| Common Stockholders' Equity | $ | 2,039,473 | $ | 2,185,244 | ||
| Common Stock | 141,358,605 | 140,595,995 | ||||
| Book value per share | $ | 14.43 | $ | 15.54 |
The table below shows the changes in our book value per share:
| Book value per share | ||
|---|---|---|
| Book value per share at December 31, 2022 | $ | 15.54 |
| General CECL Allowance and depreciation and amortization | 0.24 | |
| Book value per share at December 31, 2022 prior to General CECL Allowance | $ | 15.78 |
| Diluted Distributable Earnings per share prior to net realized (gain) loss on investments and gain on extinguishment of debt | 1.69 | |
| Common dividends declared | (1.40) | |
| Net realized loss on investments | (0.61) |
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| Net increase in Specific CECL Allowance | (0.42) | |
|---|---|---|
| Net loss on currency and interest rate hedges(1) | (0.19) | |
| Vesting and delivery of RSUs | (0.14) | |
| Other | 0.02 | |
| Book value per share at December 31, 2023 prior to General CECL Allowance and depreciation and amortization | $ | 14.73 |
| General CECL Allowance and depreciation and amortization | (0.30) | |
| Book value per share at December 31, 2023 | $ | 14.43 |
———————
(1)Includes net unrealized gain on forward currency contracts and interest hedges, and realized gain on forward currency contracts related to principal outside impact of forward points
We believe that presenting book value per share with sub-totals prior to the CECL Allowances and depreciation and amortization is useful for investors for various reasons, including, among other things, analyzing our compliance with financial covenants related to tangible net worth and debt-to-equity under our secured debt arrangements and Term Loans, which permit us to add the General CECL Allowance to our GAAP stockholders' equity. Given that our lenders consider book value per share prior to the General CECL Allowance as an important metric related to our debt covenants, we believe disclosing book value per share prior to the General CECL Allowance is important to investors such that they have the same visibility. We further believe that presenting book value before depreciation and amortization is useful to investors since it is a non-cash expense included in net income and is not representative of our core business and ongoing operations.
Investment Guidelines
Our current investment guidelines, approved by our board of directors, are comprised of the following:
•no investment will be made that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes;
•no investment will be made that would cause us to register as an investment company under the 1940 Act;
•investments will be predominantly in our target assets;
•no more than 20% of our net equity (on a consolidated basis) will be invested in any single investment at the time of the investment; in determining compliance with the investment guidelines, the amount of the investment is the net equity in the investment (gross investment less amount of third-party financing) plus the amount of any recourse on the financing secured by the investment; and
•until appropriate investments can be identified, the Manager may invest the proceeds of any offering in interest bearing, short-term investments, including money market accounts and/or funds, that are consistent with our intention to qualify as a REIT.
The board of directors must approve any change in or waiver to these investment guidelines.
Investment Activity
During the year ended December 31, 2023, we committed $734.1 million of capital to loans ($456.2 million was funded at closing). In addition, during the year ended December 31, 2023, we received $1.2 billion in repayments and sales and funded $472.9 million for commitments closed prior to 2023.
Loan Portfolio Overview
Loan Portfolio Details
The following table sets forth certain information regarding our loan portfolio as of December 31, 2023 ($ in thousands):
| Description | Carrying Value | Weighted-Average Coupon (1) | Weighted Average All-in Yield (1)(2) | Secured Debt Arrangements (3) | Cost of Funds(4) | Equity at cost(5) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial mortgage loans, net | $ | 7,925,359 | 8.7 | % | 9.1 | % | $ | 5,551,809 | 7.3 | % | $ | 2,373,550 | ||||||||
| Subordinate loans and other lending assets, net | 432,734 | 0.8 | % | 0.9 | % | — | — | 432,734 | ||||||||||||
| Total/Weighted-Average | $ | 8,358,093 | 8.3 | % | 8.7 | % | $ | 5,551,809 | 7.3 | % | $ | 2,806,284 |
———————
(1) Based on the applicable benchmark rates as of December 31, 2023 on the floating rate loans and includes zero percent coupon and yield for loans on
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non-accrual.
(2) Includes the amortization of deferred origination fees, loan origination costs and accrual of both extension and exit fees. Excludes the benefit of forward points on currency hedges relating to loans denominated in currencies other than USD.
(3) Gross of deferred financing costs of $13.3 million.
(4) Includes weighted average spread and applicable benchmark rates as of December 31, 2023 on secured debt arrangements.
(5) Represents loan portfolio at amortized cost less secured debt outstanding.
The following table provides loan-by-loan details of our commercial mortgage loan portfolio and subordinate loan and other lending assets portfolio as of December 31, 2023 ($ in millions):
| Commercial Mortgage Loan Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location |
| 1 | Hotel | 3 | 10/2019 | $348 | $24 | Y | 08/2024 | Various, Spain | |
| 2 | Hotel | 3 | 12/2023 | 273 | — | 12/2028 | Various, Europe | ||
| 3 | Hotel | 3 | 11/2021 | 227 | 13 | Y | 11/2026 | Various, UK/Ireland | |
| 4 | Hotel | 3 | 05/2022 | 186 | 18 | Y | 06/2027 | Napa Valley, CA | |
| 5 | Hotel | 3 | 07/2021 | 177 | 2 | 08/2026 | Various, US | ||
| 6 | Hotel | 3 | 11/2021 | 164 | — | 12/2026 | St. Thomas, USVI | ||
| 7 | Hotel | 3 | 09/2015 | 146 | — | 06/2024 | Manhattan, NY | ||
| 8 | Hotel | 3 | 04/2018 | 136 | — | 04/2024 | Honolulu, HI | ||
| 9 | Hotel | 2 | 08/2019 | 132 | — | 08/2024 | Puglia, Italy | ||
| 10 | Hotel | 3 | 10/2021 | 100 | — | 11/2026 | New Orleans, LA | ||
| 11 | Hotel | 3 | 06/2022 | 100 | — | 06/2025 | Rome, Italy | ||
| 12 | Hotel | 3 | 05/2019 | 46 | — | 12/2025 | Chicago, IL | ||
| 13 | Hotel | 2 | 12/2015 | 42 | — | 08/2024 | St. Thomas, USVI | ||
| 14 | Hotel | 3 | 02/2018 | 27 | — | 11/2024 | Pittsburgh, PA | ||
| 15 | Office | 2 | 02/2022 | 280 | 355 | Y | 02/2027 | London, UK | |
| 16 | Office | 3 | 03/2022 | 243 | 22 | Y | 04/2027 | Manhattan, NY | |
| 17 | Office | 3 | 06/2019 | 219 | 1 | 08/2026 | Berlin, Germany | ||
| 18 | Office | 3 | 01/2020 | 211 | 41 | Y | 03/2028 | Long Island City, NY | |
| 19 | Office | 3 | 02/2020 | 176 | 5 | 02/2025 | London, UK | ||
| 20 | Office | 3 | 02/2022 | 163 | — | 06/2025 | Milan, Italy | ||
| 21 | Office | 3 | 11/2022 | 100 | — | 01/2025 | Chicago, IL | ||
| 22 | Office | 4 | 03/2018 | 81 | — | Y | 07/2025 | Chicago, IL | |
| 23 | Retail | 3 | 04/2022 | 478 | 37 | 04/2027 | Various, UK | ||
| 24 | Retail | 3 | 10/2021 | 414 | — | 10/2026 | Various, UK | ||
| 25 | Retail | 3 | 08/2019 | 250 | — | Y | 09/2025 | Manhattan, NY | |
| 26 | Retail | 3 | 05/2022 | 129 | — | 06/2027 | Various, US | ||
| 27 | Retail(1) | 5 | 11/2014 | 100 | — | 09/2024 | Cincinnati, OH | ||
| 28 | Residential | 3 | 12/2021 | 228 | 12 | 12/2026 | Various, UK | ||
| 29 | Residential(2) | 3 | 08/2022 | 191 | — | 09/2024 | Manhattan, NY | ||
| 30 | Residential | 3 | 03/2023 | 168 | — | 04/2026 | Various, US | ||
| 31 | Residential | 3 | 05/2022 | 92 | 2 | 06/2027 | Manhattan, NY | ||
| 32 | Residential | 3 | 05/2021 | 81 | — | 05/2026 | Cleveland, OH | ||
| 33 | Residential | 3 | 12/2021 | 55 | 2 | 01/2027 | Manhattan, NY | ||
| 34 | Residential | 3 | 12/2019 | 29 | 3 | 11/2025 | Boston, MA | ||
| 35 | Healthcare | 3 | 03/2022 | 352 | — | 03/2027 | Various, MA | ||
| 36 | Healthcare | 3 | 10/2019 | 160 | — | 10/2024 | Various, UK | ||
| 37 | Mixed Use | 3 | 12/2019 | 369 | 37 | Y | Y | 08/2025 | London, UK |
| 38 | Mixed Use | 3 | 03/2022 | 138 | 39 | Y | 03/2027 | Brooklyn, NY | |
| 39 | Mixed Use | 3 | 06/2022 | 128 | 12 | Y | Y | 06/2026 | London, UK |
| 40 | Mixed Use | 3 | 12/2019 | 45 | — | 03/2024 | London, UK | ||
| 41 | Industrial | 3 | 03/2021 | 247 | — | 05/2026 | Various, Sweden | ||
| 42 | Caravan Parks | 3 | 02/2021 | 204 | — | 02/2028 | Various, UK | ||
| 43 | Portfolio(3) | 3 | 06/2021 | 195 | 20 | 06/2026 | Various, Germany | ||
| 44 | Parking Garages | 3 | 05/2021 | 193 | 5 | 05/2026 | Various, US |
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| 45 | Urban Predevelopment | 3 | 12/2022 | 127 | 6 | 01/2026 | Miami, FL | ||
|---|---|---|---|---|---|---|---|---|---|
| 46 | Other | 3 | 12/2023 | — | 213 | 01/2029 | Various, UK | ||
| General CECL Allowance | (25) | ||||||||
| Subtotal / Weighted-Average Commercial Mortgage Loans | 3.0 | $7,925 | $869 | 2.4 Years |
| Subordinate Loan and Other Lending Assets Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location |
| 1 | Residential(2) | 3 | 06/2015 | $233 | $— | 09/2024 | Manhattan, NY | ||
| 2 | Residential(1)(2) | 5 | 05/2020 | 170 | — | 09/2024 | Manhattan, NY | ||
| 3 | Hotel | 2 | 06/2015 | 23 | — | 07/2025 | Phoenix, AZ | ||
| 4 | Office | 4 | 08/2017 | 8 | — | 09/2024 | Troy, MI | ||
| General CECL Allowance | (1) | ||||||||
| Subtotal / Weighted-Average Subordinate Loans and Other Lending Assets | 3.7 | $433 | $— | 0.7 Years | |||||
| Total / Weighted-Average Loan Portfolio(4) | 3.0 | $8,358 | $869 | 2.3 Years |
———————
(1)Amortized cost for these loans is net of the recorded Specific CECL Allowance.
(2)Loans are secured by the same property.
(3)Includes portfolio of office, industrial, and retail property types.
(4)Total may not foot due to rounding.
Our average asset and related debt balances for the year ended December 31, 2023 were ($ in thousands):
| Average month-end balances for the year ended December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Description | Assets | Related debt | |||||
| Commercial mortgage loans, net | $ | 7,942,762 | $ | 5,414,748 | |||
| Subordinate loans and other lending assets, net | 598,526 | — |
Portfolio Management
Our portfolio benefits from our core investment strategy whereby we target assets that are secured by institutional quality real estate throughout the United States and Europe. As discussed in Item 1. “Business—Investment Strategy” of this annual report on Form 10-K, the Manager has implemented underwriting standards which place a particular emphasis on due diligence of prospective investments’ sponsors and borrowers, as well as assessment of the risk/return profile and appropriate structure of each investment opportunity. As of December 31, 2023, our portfolio’s weighted-average origination loan to value (“LTV”) ratio was 57%, excluding risk-rated 5 loans. This reflects significant equity value which we believe our loan sponsors
would be committed to protect during periods of volatility and market disruption.
We maintain a strong relationship with our borrowers and actively manage the assets in our portfolio on an ongoing basis. A dedicated team of asset management professionals performs surveillance of all loans in our portfolio, on an individual basis, from closing through final repayment. This robust monitoring process includes continuous assessment of asset level performance against underwritten criteria, changes in borrowers’ financial position, as well as the impact of macroeconomic trends and microeconomic developments on loan assets and respective underlying collateral performance.
In addition to ongoing asset management, as further described in “Note 4—Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net” to our consolidated financial statements, we perform a quarterly review of our portfolio whereby each loan is assigned a risk rating of “1” through “5,” from less risk to greater risk, respectively. This analysis includes assessment of loans based on a variety of factors, including, without limitation, LTV ratio, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. In performing the analysis with respect to each loan, these various factors are assessed holistically, with a focus on their interplay, whereby no single factor on its own (whether quantitative or qualitative) is given more weight in the
assessment or is prescriptive as to which specific risk rating is assigned to a specific loan. We apply these various factors on a case-by-case basis depending on the facts and circumstances for each loan, and the different factors may be given different weightings in different situations. As of both December 31, 2023 and 2022, the weighted-average risk rating of the loan portfolio was 3.0, respectively.
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The following table presents the carrying value of our loans by internal risk rating as of December 31, 2023 ($ in thousands):
| Risk Rating | Number of Loans | Total | % of Portfolio | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 1 | — | $ | — | — | % | ||||
| 2 | 4 | 478,440 | 5.7 | % | |||||
| 3 | 42 | 7,548,252 | 90.0 | % | |||||
| 4 | 2 | 88,112 | 1.1 | % | |||||
| 5 | 2 | 269,771 | 3.2 | % | |||||
| Total | 50 | $ | 8,384,575 | 100.0 | % | ||||
| General CECL Allowance(1) | (26,482) | ||||||||
| Total carrying value, net | $ | 8,358,093 |
———————
(1)$4.0 million of the General CECL Allowance for 2023 is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable, accrued expenses and other liabilities in our consolidated balance sheets.
Leverage Policies
We use leverage for the sole purpose of financing our portfolio and not for the purpose of speculating on changes in interest rates. In addition to our secured debt arrangements and Term Loans, we access additional sources of borrowings. Our charter and bylaws do not limit the amount of indebtedness we can incur; however, we are subject to and carefully monitor the limits placed on us by our credit providers and those that assign ratings on our company.
At December 31, 2023, our debt-to-equity ratio was 3.0 and our portfolio was comprised of $7.9 billion of commercial mortgage loans and $432.7 million of subordinate loans and other lending assets. In order to achieve our return on equity, we generally finance our mortgage loans with 2.0 to 3.0 turns of leverage and generally do not finance our subordinate loans and other lending assets given built-in inherent structural leverage.
Debt-to-Equity Ratio
The following table presents our debt-to-equity ratio:
| December 31, 2023 | December 31, 2022 | ||
|---|---|---|---|
| Debt to Equity Ratio(1) | 3.0 | 2.8 |
———————
(1)Represents total debt less cash and loan proceeds held by servicer (recorded with Other Assets, refer to "Note 6 - Other Assets" for more information) to total stockholders' equity.
Contractual Obligations, Liquidity, and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to fund and maintain our assets and operations, repay borrowings, make distributions to our stockholders and other general business needs. We utilize various sources in order to meet our liquidity needs in the next twelve months, which is considered the short-term, and in the longer term.
Our current debt obligations, at face value, consist of $1.3 billion of corporate debt, $5.6 billion of asset financings, and a $164.8 million construction financing related to our real estate owned held for investment. Our corporate debt includes: (i) $769.3 million of term loan borrowings, and (ii) $500.0 million of senior secured notes. Our asset specific financings are generally tied to the underlying loans and we anticipate repayments of $864.2 million of secured debt arrangements in the short term. Specifics about our secured debt arrangements and corporate debt maturities and obligations are discussed below.
In addition to our debt obligations, as of December 31, 2023, we had $0.9 billion of unfunded loan commitments. We expect that approximately $609.4 million will be funded to existing borrowers in the short term.
As of December 31, 2023, we had $225.4 million of cash on hand and held approximately $521.5 million of unencumbered assets, consisting of $245.6 million of senior mortgages, $200.5 million of mezzanine loans, and $75.4 million of real estate owned.
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We maintain policies relating to our use of leverage. Refer to "Leverage Policies" below. In the future, we may seek to raise further equity or debt capital or engage in other forms of borrowings in order to fund future investments or to refinance expiring indebtedness.
We generally intend to hold our assets for investment, although we may sell certain of our investments in order to manage our interest rate risk and liquidity needs, meet other operating objectives and adapt to market conditions.
To maintain our qualification as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. These distribution requirements limit our ability to retain earnings and replenish or increase capital for operations.
As of December 31, 2023, we have one interest in an unconsolidated joint venture deemed to be a variable interest entity ("VIE"), of which we are not the primary beneficiary. Therefore, the VIE is not consolidated in our consolidated financial statements as of December 31, 2023. The joint venture owns an underlying property that secures one of our first mortgage loans, and is accounted for as an off-balance-sheet arrangement. Our maximum exposure to loss from this commercial mortgage loan is limited to its carrying value, which as of December 31, 2023 was $99.9 million.
Refer to "Note 2 - Summary of Significant Accounting Policies" to our consolidated financial statements for more information.
Borrowings Under Various Financing Arrangements
The table below summarizes the outstanding balances and maturities for our various financing arrangements:
| December 31, 2023 | December 31, 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Borrowings Outstanding(1) | Maturity (2) | Borrowings Outstanding(1) | Maturity (2) | ||||||||
| Secured credit facilities | $ | 3,247,652 | June 2026 | $ | 3,459,226 | May 2026 | |||||
| Barclays Private Securitization | 2,157,157 | June 2026 | 1,850,076 | February 2026 | |||||||
| Revolving Credit Facility | 147,000 | February 2025 | — | N/A | |||||||
| Total Secured debt arrangements | $ | 5,551,809 | $ | 5,309,302 | |||||||
| Term loans | $ | 769,250 | January 2027 | $ | 777,250 | January 2027 | |||||
| Senior secured notes | 500,000 | June 2029 | 500,000 | June 2029 | |||||||
| Convertible senior notes | — | N/A | 230,000 | October 2023 | |||||||
| Total Borrowings | $ | 6,821,059 | $ | 6,816,552 |
———————
(1)Borrowings Outstanding represent principal balances as of the respective reporting periods.
(2)Maturity dates represent weighted average maturities based on borrowings outstanding and assumes extensions at our option are exercised with consent of financing providers, where applicable.
Secured Credit Facilities
As of December 31, 2023, we had nine counterparties across our secured credit facilities through wholly-owned subsidiaries. During the year ended December 31, 2023, we entered into secured credit facilities with Banco Santander, S.A., New York Branch and Churchill MRA Funding I LLC, which provided a combined $430.0 million of additional capacity. Additionally, during the year ended December 31, 2023 we increased our borrowing capacity on the Atlas Facility, as defined below, by $100.1 million.
On February 8, 2023, in connection with the acquisition by certain subsidiaries of Atlas Securitized Products Holdings
(“Atlas”), which is a wholly-owned investment of a fund managed by an affiliate of the Manager, of certain warehouse assets
and liabilities of the Credit Suisse AG Securitized Products Group ("Credit Suisse AG")("Credit Suisse Facility")(the “Transaction”), the Credit Suisse Facility was acquired by Atlas ("Atlas Facility"). In order to effect the assignment of the Credit Suisse Facility and related agreements, we and one of our subsidiaries, similar to the other sellers and guarantors party to the subject agreements in the Transaction, entered into an Omnibus Assignment, Assumption and Amendment Agreement as well as certain related agreements with Credit Suisse AG and Atlas. Refer to "Note 7 - Secured Debt Arrangements, Net" and "Note 15 - Related Party Transactions" of our Condensed Consolidated Financial Statements for further discussion regarding the transaction.
Barclays Private Securitization
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We are party to a private securitization with Barclays Bank plc (the "Barclays Private Securitization"). Commercial mortgage loans currently financed under the Barclays Securitization are denominated in GBP, EUR and SEK. As of December 31, 2023, we had £969.9 million, €655.8 million, and kr2.0 billion ($2.2 billion assuming conversion into USD) of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans. During the year ended December 31, 2023 we upsized our capacity by $494.1 million.
Refer to "Note 7 - Secured Debt Arrangements, Net" of our Consolidated Financial Statements for additional disclosure regarding our Barclays Private Securitization.
Revolving Credit Facility
During 2023, we entered into the $170.0 million Revolving Credit Facility administered by Bank of America, N.A. that matures in March 2026. As of December 31, 2023 we had $147.0 million borrowings outstanding under our Revolving Credit Facility.
Refer to "Note 7 - Secured Debt Arrangements, Net" of our Condensed Consolidated Financial Statements for additional disclosure regarding our secured credit facilities.
Term Loans
In May 2019, we entered into the $500.0 million senior secured term loan (the "2026 Term Loan") and in March 2021, we entered into an additional $300.0 million senior secured term loan, with substantially the same terms as the 2026 Term Loan, (the "2028 Term Loan" and, together with the 2026 Term Loan, the "Term Loans"). The outstanding Term Loans principal balance as of December 31, 2023 and December 31, 2022 was $769.3 million and $777.3 million, respectively.
Refer to “Note 8 – Senior Secured Term Loans, Net” of our Consolidated Financial Statements for additional disclosure regarding our 2026 Term Loan and 2028 Term Loan.
Senior Secured Notes
In June 2021, we issued $500.0 million of 4.625% Senior Secured Notes due 2029 (the "2029 Notes"), for which we received net proceeds of $495.0 million, after deducting initial purchasers' discounts and commissions. The 2029 Notes had a carrying value of $495.6 million and $494.8 million, net of deferred financing costs of $4.4 million and $5.2 million, as of December 31, 2023 and December 31, 2022, respectively.
Refer to “Note 9 – Senior Secured Notes, Net” of our Consolidated Financial Statements for additional disclosure regarding our 2029 Notes.
Convertible Senior Notes
In two separate offerings during 2017, we issued an aggregate principal amount of $345.0 million of 4.75% Convertible Senior Notes due 2022 (the "2022 Notes"), for which we received $337.5 million, after deducting the underwriting discount and offering expenses. During the third quarter of 2022, we repaid the $345.0 million aggregate principal amount of the 2022 Notes.
During the fourth quarter of 2018, we issued $230.0 million of the 5.375% Convertible Senior Notes due 2023 (the "2023
Notes" and, together with the 2022 Notes, the "Convertible Notes"), for which we received $223.7 million after deducting the underwriting discount and offering expenses.
During the year ended December 31, 2023, we repurchased $53.9 million aggregate principal amount of the 2023 Notes at a weighted average price of 99.1%. As a result of these transactions, during the year ended December 31, 2023, we recorded a gain of $0.5 million in our condensed consolidated statement of operations. During the fourth quarter of 2023, we repaid the $176.1 million remaining principal of the 2023 Notes in cash at par.
Refer to “Note 10 – Convertible Senior Notes, Net” of our Consolidated Financial Statements for additional disclosure regarding our Convertible Notes
Dividends
We intend to continue to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Any distributions we make are at the discretion of our board of directors and depend upon, among other things, our actual results of operations. These results
47
and our ability to pay distributions are affected by various factors, including the net interest and other income from our portfolio, our operating expenses and any other expenditures. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.
As of December 31, 2023 and December 31, 2022, we had 6,770,393 shares of our 7.25% Series B-1 Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share ("Series B-1 Preferred Stock") outstanding. The Series B-1 Preferred Stock pay cumulative cash dividends, which are payable quarterly in equal amounts in arrears on the 15th day of each January, April, July and October: at a rate of 7.25% per annum of the $25.00 per share liquidation preference. Except under certain limited circumstances, the Series B-1 Preferred Stock is generally not convertible into or exchangeable for any other property or any other of our securities at the election of the holders. On and after July 15, 2026, we may, at our option, redeem the shares at a redemption price of $25.00, plus any accrued unpaid dividends to, but not including, the date of the redemption.
The following table details our dividend activity:
| Year ended | |||||||
|---|---|---|---|---|---|---|---|
| Dividends declared per share of: | December 31, 2023 | December 31, 2022 | |||||
| Common Stock | $1.40 | $1.40 | |||||
| Series B-1 Preferred Stock | $1.81 | $1.81 |
Critical Accounting Policies and Use of Estimates
Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and use of assumptions as to future uncertainties. The most critical accounting policies involve decisions and assessments that affect our reported assets and liabilities, as well as reported revenues and expenses. We believe that all of the decisions and assessments upon which these financial statements are based are reasonable based upon information currently available to us. The accounting policies and estimates that we consider to be most critical to an investor’s understanding of our financial results and condition and require complex management judgment are discussed below.
Assets and Liabilities Related to Real Estate Owned (and Related Debt)
In order to maximize recovery against a defaulted loan, we may assume legal title or physical possession of the underlying collateral through foreclosure or deed-in-lieu of foreclosure. Foreclosed properties are classified as real estate owned and recognized at fair value on our consolidated balance sheets in accordance with the acquisition method under Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.” Real estate assets acquired may include land, building, furniture, fixtures and equipment ("FF&E"), and intangible assets, and liabilities assumed may include intangible liabilities. In accordance ASC 820, "Fair Value Measurements and Disclosures," we may utilize the income, market or cost approach (or combination thereof) to determine fair value.
When determining the fair value of a real estate asset under the income approach, we make certain assumptions including, but not limited to, consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate.
When determining the fair value of real estate assets under the market or sales comparison approach, we compare the property to similar properties in the marketplace. Although we exercise significant judgment to identify similar properties, and may also consult independent third-party valuation experts to assist, our assessment of fair value is subject to uncertainty and sensitive to our selection of comparable properties.
When determining the fair value of real estate assets under the cost approach, we measure fair value as the replacement cost of these assets. This approach also requires significant judgment, and our estimate of replacement cost could vary from actual replacements costs.
At times we may classify real estate assets as held for sale in the period in which they meet the criteria under ASC Topic 360, "Property, Plant, and Equipment" as discussed in "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements. Once a real estate asset is classified as held for sale, depreciation is no longer recorded, and the asset is reported at the lower of its carrying value or fair value less cost to sell. The fair value of real estate assets classified as held for sale is determined using the appropriate methodologies noted in the preceding paragraph and the real estate asset's fair value is subject to uncertainty, as the actual sales price of the real estate asset could differ from those assumed in our valuations.
Once real estate assets have been recorded at fair value upon acquisition, they are subsequently evaluated for impairment
48
on a quarterly basis. A real estate asset is considered impaired when the sum of estimated future undiscounted cash flows to be generated by the real estate asset over the estimated remaining holding period is less than the carrying value of such real estate asset. An impairment charge is recorded equal to the excess of the carrying value of the real estate asset over the fair value. When determining the fair value of a real estate asset for the purpose of assessing impairment, we make certain assumptions including, but not limited to: consideration of projected operating cash flows, intended holding period of the real estate, comparable selling prices and projected cash flows from the eventual disposition of the real estate based upon our estimate of a capitalization rate and discount rate. While we exercise significant judgment in generating our assumptions, the asset’s fair value is subject to uncertainty, as actual operating cash flows and disposition proceeds could differ from those assumed in our valuations. Additionally, the output is sensitive to the assumptions used in calculating any potential impairment.
Please refer to "Note 2 – Summary of Significant Accounting Policies," "Note 3 – Fair Value Disclosure," and "Note 5 – Real Estate Owned" for more information regarding real estate owned and our valuation methodology.
Current Expected Credit Losses
We measure and record potential expected credit losses related to our loan portfolio in accordance with the CECL Standard. The CECL Standard requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the macroeconomic environment. We have adopted the Weighted Average Remaining Maturity ("WARM") method to determine a General CECL Allowance for the majority of loans in our portfolio, applied on a collective basis by assets with similar risk characteristics. If we determine that a borrower or sponsor is experiencing financial difficulty, we will record loan-specific allowances (our Specific CECL Allowance) in accordance with a practical expedient prescribed by the CECL Standard.
General CECL Allowance
There are a number of significant assumptions required to estimate our General CECL Allowance which include deriving and applying an annual historical loss rate, estimating the impacts of current and future macroeconomic conditions and forecasting the timing of expected repayments, satisfactions and future fundings.
We derive an annual historical loss rate based on a CMBS database with historical losses from 1998 through the fourth quarter of 2023 provided by a third party, Trepp LLC. We apply various filters to arrive at a CMBS dataset most analogous to our current portfolio from which we determine an appropriate historical loss rate. This historical loss rate, and ultimately the General CECL Allowance we derive, is sensitive to the CMBS dataset we select.
We adjust our determined annual historical loss rate based on our outlook of the macroeconomic environment for a reasonable and supportable forecast period. Selection of a forecast period is a matter of judgement and our General CECL Allowance is sensitive to this input.
We develop our expectations for the future macroeconomic environment and its potential impact on the performance of loans in our portfolio by analyzing various market factors, such as unemployment rate, market liquidity and price indexes relevant to commercial real estate sector. This assessment requires the use of significant judgment in selecting relevant market factors and analyzing their correlation with historical loss rates. The future macroeconomic environment is subject to uncertainty as the actual future macroeconomic environment could vary from our expectations.
Additionally, there are assumptions provided to us by the Manager that represent their best estimate as to loan expected term, future fundings, and timing of loan repayments. These assumptions, although made with the most available information at the time of the estimate, are subjective and actual activity may not follow the estimated schedule. These assumptions impact the future balances that the loss rate will be applied to and as such impact our General CECL Allowance. As we acquire new loans and the Manager monitors loan and sponsor performance, these estimates may change each period. Refer to “Note 2 – Summary of Significant Accounting Policies” and “Note 4 Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net” for further discussion regarding our General CECL Allowance.
Specific CECL Allowance
When we determine that a borrower or sponsor is experiencing financial difficulty, we evaluate the related loan for loan-specific allowances under the practical expedient prescribed by the CECL Standard. Determining that a borrower or sponsor is experiencing financial difficulty requires the use of significant judgment and can be based on several factors subject to uncertainty. These factors can include, but are not limited to, whether cash from the borrower's operations are sufficient to cover current and future debt service requirements, the borrower’s ability to potentially refinance the loan, and other circumstances that can affect the borrower’s ability to satisfy their obligations in accordance the terms of the loan. When utilizing the practical expedient for collateral dependent loans, the current expected credit losses is determined as the difference between the fair value of the underlying collateral, adjusted for estimated costs to sell when applicable, and the carrying value of the loan (prior to the current expected credit losses). Collateral-dependent loans evaluated for a Specific CECL Allowance
49
are removed from the General CECL pool.
The fair value of the underlying collateral is determined by using method(s) such as discounted cash flow, the market approach, or direct capitalization approach. These methods require the use of key unobservable inputs, which are inherently uncertain and subjective. Our estimate of fair value is sensitive to both the valuation methodology selected and inputs used. Determining a suitable valuation method and selecting the appropriate key unobservable inputs and assumptions requires significant judgment and consideration of factors specific to the underlying collateral being assessed. Additionally, the key unobservable inputs and assumptions used may vary depending on the information available to us and market conditions as of the valuation date. As such, the fair value that we derive and use in calculating our Specific CECL Allowance, is subject to uncertainty and any actual losses, if incurred, could differ materially from our current expected credit losses. Refer to “Note 2 – Summary of Significant Accounting Policies” and “Note 4 Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net” for further discussion regarding our Specific CECL Allowance.
Refer to "Note 2 - Summary of Significant Accounting Policies" to our consolidated financial statements for the complete listing and description of our significant accounting policies.
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FY 2022 10-K MD&A
SEC filing source: 0001467760-23-000004.
Overview
We are a Maryland corporation and have elected to be taxed as a REIT for U.S. federal income tax purposes. We primarily originate, acquire, invest in and manage performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt investments. These asset classes are referred to as our target assets.
We are externally managed and advised by the Manager, an indirect subsidiary of Apollo, a global, high-growth alternative asset manager with assets under management of approximately $523.0 billion as of September 30, 2022.
The Manager is led by an experienced team of senior real estate professionals who have significant expertise in underwriting and structuring commercial real estate financing transactions. We benefit from Apollo’s global infrastructure and operating platform, through which we are able to source, evaluate and manage potential investments in our target assets.
Current Market Conditions
Certain external events such as public health issues, including the ongoing COVID-19 pandemic, natural disasters and geopolitical events, including the ongoing conflict between Russia, Belarus and Ukraine, have adversely impacted the global economy and have contributed to significant volatility in financial markets. Due to various uncertainties caused by such external events and recent macroeconomic trends, including inflation and rising interest rates, further business risks could arise. Some of the factors that impacted us to date and may continue to affect us are outlined in Item 1A. "Risk Factors."
Critical Accounting Policies and Use of Estimates
Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and use of assumptions as to future uncertainties. The most critical accounting policies involve decisions and assessments that affect our reported assets and liabilities, as well as reported revenues and expenses. We believe that all of the decisions and assessments upon which these financial statements are based are reasonable based upon information currently available to us. The accounting policies and estimates that we consider to be most critical to an investor’s understanding of our financial results and condition and require complex management judgment are discussed below.
Assets and Liabilities Related to Real Estate Owned
In order to maximize recovery against a defaulted loan, we may assume legal title or physical possession of the underlying collateral through foreclosure or deed in lieu of foreclosure. Foreclosed properties are classified as real estate owned and recognized at fair value on our consolidated balance sheets in accordance with the acquisition method under Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.” Real estate assets acquired may include land, building, furniture, fixtures and equipment ("FF&E"), and intangible assets. In accordance ASC 820, "Fair Value Measurements and Disclosures," we may utilize the income, market or cost approach (or combination thereof) to determine fair value.
When determining the fair value of a real estate asset under the income approach, we make certain assumptions including, but not limited to, consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate.
When determining the fair value of real estate assets under the market or sales comparison approach, we compare the property to similar properties in the marketplace. Although we exercise significant judgment to identify similar properties, and may also consult independent third-party valuation experts to assist, our assessment of fair value is subject to uncertainty and sensitive to our selection of comparable properties.
When determining the fair value or real estate assets under the cost approach, we measure fair value as the replacement cost of these assets. This approach also requires significant judgment, and our estimate of replacement cost could vary from actual replacements costs.
At times we may classify real estate assets as held for sale in the period in which they meet the criteria under ASC Topic 360, "Property, Plant, and Equipment" as discussed in "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements. Once a real estate asset is classified as held for sale, depreciation is no longer recorded, and
35
the asset is reported at the lower of its carrying value or fair value less cost to sell. The fair value of real estate assets classified as held for sale is determined using the appropriate methodologies noted in the preceding paragraph and the real estate asset's fair value is subject to uncertainty, as the actual sales price of the real estate asset could differ from those assumed in our valuations.
Once real estate assets have been recorded at fair value, they are evaluated for impairment on a quarterly basis. A real estate asset is considered impaired when the sum of estimated future undiscounted cash flows to be generated by the real estate asset over the estimated remaining holding period is less than the carrying value of such real estate asset. An impairment charge is recorded equal to the excess of the carrying value of the real estate asset over the fair value. When determining the fair value of a real estate asset for the purpose of assessing impairment, we make certain assumptions including, but not limited to: consideration of projected operating cash flows, intended holding period of the real estate, comparable selling prices and projected cash flows from the eventual disposition of the real estate based upon our estimate of a capitalization rate and discount rate. While we exercise significant judgment in generating our assumptions, the asset’s fair value is subject to uncertainty, as actual operating cash flows and disposition proceeds could differ from those assumed in our valuations. Additionally, the output is sensitive to the assumptions used in calculating any potential impairment.
Please refer to "Note 2 – Summary of Significant Accounting Policies," "Note 3 – Fair Value Disclosure," and "Note 5 – Assets and Liabilities Related to Real Estate Owned” for more information regarding real estate owned and our valuation methodology.
Current Expected Credit Losses
We measure and record potential expected credit losses related to our loan portfolio in accordance with the CECL Standard. The CECL Standard requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the macroeconomic environment. We have adopted the Weighted Average Remaining Maturity ("WARM") method to determine a General CECL Allowance for the majority of loans in our portfolio, applied on a collective basis by assets with similar risk characteristics. If we determine that a borrower or sponsor is experiencing financial difficulty, we will record loan-specific allowances (our Specific CECL Allowance) in accordance with a practical expedient prescribed by the CECL Standard.
General CECL Allowance
There are a number of significant assumptions required to estimate our General CECL Allowance which include deriving and applying an annual historical loss rate, estimating the impacts of current and future macroeconomic conditions and forecasting the timing of expected repayments, satisfactions and future fundings.
We derive an annual historical loss rate based on a CMBS database with historical losses from 1998 through the fourth quarter of 2022 provided by a third party, Trepp LLC. We apply various filters to arrive at a CMBS dataset most analogous to our current portfolio from which we determine an appropriate historical loss rate. This historical loss rate, and ultimately the General CECL Allowance we derive, is sensitive to the CMBS dataset we select.
We adjust our determined annual historical loss rate based on our outlook of the macroeconomic environment, for a reasonable and supportable forecast period. Selection of a forecast period is a matter of judgement and our General CECL Allowance is sensitive to this input.
We develop our expectations for the future macroeconomic environment and its potential impact on the performance of loans in our portfolio, by analyzing various market factors, such as unemployment rate, market liquidity and price indexes relevant to commercial real estate sector. This assessment requires the use of significant judgment in selecting relevant market factors and analyzing their correlation with historical loss rates. The future macroeconomic environment is subject to uncertainty as the actual future macroeconomic environment could vary from our expectations.
Additionally, there are assumptions provided to us by the Manager that represent their best estimate as to loan expected term, future fundings, and timing of loan repayments. These assumptions, although made with the most available information at the time of the estimate, are subjective and actual activity may not follow the estimated schedule. These assumptions impact the future balances that the loss rate will be applied to and as such impact our General CECL Allowance. As we acquire new loans and the Manager monitors loan and sponsor performance, these estimates may change each period. Refer to “Note 2 – Summary of Significant Accounting Policies” and “Note 4 Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net” for further discussion regarding our General CECL Allowance.
Specific CECL Allowance
When we determine that a borrower or sponsor is experiencing financial difficulty, we evaluate the related loan for loan-specific allowances, under the practical expedient prescribed by the CECL Standard. Determining that a borrower or sponsor is experiencing financial difficulty requires the use of significant judgment and can be based on several factors subject to
36
uncertainty. These factors can include, but are not limited to, whether cash from the borrower's operations are sufficient to cover current and future debt service requirements, the borrower’s ability to potentially refinance the loan, and other circumstances that can affect the borrower’s ability to satisfy their obligations in accordance the terms of the loan. When utilizing the practical expedient for collateral dependent loans, the current expected credit losses is determined as the difference between the fair value of the underlying collateral, adjusted for estimated costs to sell when applicable, and the carrying value of the loan (prior to the current expected credit losses), as repayment or satisfaction of a loan is dependent on a sale of the underlying collateral. Collateral-dependent loans evaluated for a Specific CECL Allowance are removed from the General CECL pool.
The fair value of the underlying collateral is determined by using method(s) such as discounted cash flow, the market approach, or direct capitalization approach. These methods require the use of key unobservable inputs, which are inherently uncertain and subjective. Our estimate of fair value is sensitive to both the valuation methodology selected and inputs used. Determining a suitable valuation method and selecting the appropriate key unobservable inputs and assumptions requires significant judgment and consideration of factors specific to the underlying collateral being assessed. Additionally, the key unobservable inputs and assumptions used may vary depending on the information available to us and market conditions as of the valuation date. As such, the fair value that we derive and use in calculating our Specific CECL Allowance, is subject to uncertainty and any actual losses, if incurred, could differ materially from our current expected credit losses. Refer to “Note 2 – Summary of Significant Accounting Policies” and “Note 4 Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net” for further discussion regarding our Specific CECL Allowance.
Refer to "Note 2 - Summary of Significant Accounting Policies" to our consolidated financial statements for the complete listing and description of our significant accounting policies.
Results of Operations
All non-USD denominated assets and liabilities are translated to USD at the exchange rate prevailing at the reporting date and income, expenses, gains, and losses are translated at the prevailing exchange rate on the dates that they were recorded.
Loan Portfolio Overview
The following table sets forth certain information regarding our loan portfolio as of December 31, 2022 ($ in thousands):
| Description | Carrying Value | Weighted-Average Coupon (1) | Weighted Average All-in Yield (1)(2) | Secured Debt Arrangements (3) | Cost of Funds(4) | Equity at carrying value(5) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial mortgage loans, net | $ | 8,121,109 | 7.2 | % | 7.7 | % | $ | 5,309,302 | 5.6 | % | $ | 2,811,807 | ||||||||
| Subordinate loans and other lending assets, net | 560,881 | 6.3 | % | 7.0 | % | — | — | 560,881 | ||||||||||||
| Total/Weighted-Average | $ | 8,681,990 | 7.1 | % | 7.6 | % | $ | 5,309,302 | 5.6 | % | $ | 3,372,688 |
———————
(1) Weighted-Average Coupon and Weighted-Average All-in Yield are based on the applicable benchmark rates as of December 31, 2022 on the floating rate loans and includes zero percent coupon and yield for loans on non-accrual.
(2) Weighted-Average All-in Yield includes the amortization of deferred origination fees, loan origination costs and accrual of both extension and exit fees. Weighted-Average All-in Yield excludes the benefit of forward points on currency hedges relating to loans denominated in currencies other than USD.
(3) Gross of deferred financing costs of $12.5 million.
(4) Cost of funds includes weighted average spread and applicable benchmark rates as of December 31, 2022 on secured debt arrangements.
(5) Represents loan portfolio at carrying value less secured debt outstanding.
The following table provides details of our commercial mortgage loan portfolio and subordinate loan and other lending assets portfolio, on a loan-by-loan basis, as of December 31, 2022 ($ in millions):
| Commercial Mortgage Loan Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location |
| 1 | Hotel | 3 | 10/2019 | $334 | $28 | Y | 08/2024 | Various, Spain | |
| 2 | Hotel | 3 | 11/2021 | 205 | 17 | Y | 11/2026 | Various, UK/Ireland | |
| 3 | Hotel | 3 | 05/2022 | 179 | 25 | Y | 06/2027 | Napa Valley, CA | |
| 4 | Hotel | 3 | 07/2021 | 156 | 24 | 08/2026 | Various, US | ||
| 5 | Hotel | 3 | 11/2021 | 150 | 14 | 12/2026 | St. Thomas, USVI | ||
| 6 | Hotel | 3 | 09/2015 | 146 | — | 06/2024 | Manhattan, NY | ||
| 7 | Hotel | 3 | 04/2018 | 143 | — | 04/2023 | Honolulu, HI |
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| 8 | Hotel | 3 | 08/2019 | 128 | — | 08/2024 | Puglia, Italy | ||
|---|---|---|---|---|---|---|---|---|---|
| 9 | Hotel | 3 | 10/2021 | 99 | — | 11/2026 | New Orleans, LA | ||
| 10 | Hotel(1) | 5 | 03/2017 | 98 | — | 10/2022 | Atlanta, GA | ||
| 11 | Hotel | 3 | 06/2022 | 96 | — | 06/2025 | Rome, Italy | ||
| 12 | Hotel | 3 | 11/2018 | 90 | — | 12/2023 | Vail, CO | ||
| 13 | Hotel | 3 | 12/2019 | 60 | — | 01/2025 | Tucson, AZ | ||
| 14 | Hotel | 3 | 05/2019 | 52 | — | 06/2024 | Chicago, IL | ||
| 15 | Hotel | 3 | 10/2021 | 45 | 40 | 10/2026 | Lake Como, Italy | ||
| 16 | Hotel | 2 | 12/2015 | 42 | — | 08/2024 | St. Thomas, USVI | ||
| 17 | Hotel | 3 | 02/2018 | 27 | — | 11/2024 | Pittsburgh, PA | ||
| 18 | Hotel | 3 | 12/2021 | 24 | 32 | 06/2025 | Dublin, Ireland | ||
| 19 | Office | 3 | 01/2020 | 229 | 62 | Y | 02/2025 | Long Island City, NY | |
| 20 | Office | 3 | 03/2022 | 225 | 40 | Y | 04/2027 | Manhattan, NY | |
| 21 | Office | 3 | 06/2019 | 205 | 9 | 08/2026 | Berlin, Germany | ||
| 22 | Office | 3 | 02/2020 | 204 | — | 02/2025 | London, UK | ||
| 23 | Office | 3 | 02/2022 | 158 | 397 | Y | 02/2027 | London, UK | |
| 24 | Office | 3 | 02/2022 | 157 | — | 06/2025 | Milan, Italy | ||
| 25 | Office(3) | 3 | 12/2017 | 113 | — | Y | 12/2022 | London, UK | |
| 26 | Office | 3 | 11/2022 | 106 | — | 01/2025 | Chicago, IL | ||
| 27 | Office | 3 | 03/2018 | 84 | — | Y | 07/2023 | Chicago, IL | |
| 28 | Office | 3 | 11/2021 | 45 | 32 | Y | 11/2025 | Milan, Italy | |
| 29 | Retail | 3 | 04/2022 | 452 | 36 | 04/2027 | Various, UK | ||
| 30 | Retail | 3 | 10/2021 | 392 | — | 10/2026 | Various, UK | ||
| 31 | Retail | 3 | 08/2019 | 249 | — | Y | 09/2025 | Manhattan, NY | |
| 32 | Retail | 3 | 05/2022 | 139 | — | 06/2027 | Various, US | ||
| 33 | Retail(4) | 5 | 11/2014 | 100 | — | 09/2023 | Cincinnati, OH | ||
| 34 | Residential(5) | 3 | 08/2022 | 274 | — | 09/2024 | Manhattan, NY | ||
| 35 | Residential | 3 | 12/2021 | 211 | 16 | 12/2026 | Various, UK | ||
| 36 | Residential(2) | 3 | 12/2018 | 136 | — | Y | 01/2023 | Manhattan, NY | |
| 37 | Residential | 3 | 05/2022 | 89 | 4 | 06/2027 | Manhattan, NY | ||
| 38 | Residential | 3 | 12/2021 | 85 | 22 | 01/2027 | Manhattan, NY | ||
| 39 | Residential | 3 | 05/2021 | 82 | — | Y | 05/2026 | Cleveland, OH | |
| 40 | Residential | 3 | 04/2014 | 59 | — | 07/2023 | Various | ||
| 41 | Residential | 3 | 12/2019 | 58 | 7 | Y | 11/2025 | Boston, MA | |
| 42 | Residential | 3 | 11/2014 | 50 | — | 06/2023 | Various, US | ||
| 43 | Residential | 3 | 12/2021 | 30 | — | Y | 01/2026 | Hallandale Beach, FL | |
| 44 | Mixed Use | 3 | 12/2019 | 305 | 96 | Y | Y | 06/2025 | London, UK |
| 45 | Mixed Use | 3 | 03/2022 | 135 | 41 | Y | 03/2027 | Brooklyn, NY | |
| 46 | Mixed Use | 3 | 06/2022 | 78 | 50 | Y | Y | 06/2026 | London, UK |
| 47 | Mixed Use | 3 | 12/2019 | 42 | — | 09/2023 | London, UK | ||
| 48 | Healthcare | 3 | 03/2022 | 371 | — | 03/2027 | Various, MA | ||
| 49 | Healthcare | 3 | 10/2019 | 153 | — | 10/2024 | Various, UK | ||
| 50 | Parking Garages | 3 | 05/2021 | 270 | 5 | 05/2026 | Various, US | ||
| 51 | Industrial | 3 | 03/2021 | 246 | — | 05/2026 | Various, Sweden | ||
| 52 | Portfolio(6) | 3 | 06/2021 | 222 | 22 | 06/2026 | Various, Germany | ||
| 53 | Caravan Parks | 3 | 02/2021 | 198 | — | 02/2028 | Various, UK | ||
| 54 | Urban Predevelopment | 3 | 12/2022 | 118 | 14 | 01/2025 | Miami, FL | ||
| General CECL Allowance | (23) | ||||||||
| Subtotal / Weighted-Average Commercial Mortgage Loans | 3.0 | $8,121 | $1,033 | 2.9 Years |
| Subordinate Loan and Other Lending Assets Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location |
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| 1 | Residential(5) | 3 | 05/2020 | $255 | $— | Y | 09/2024 | Manhattan, NY | |
|---|---|---|---|---|---|---|---|---|---|
| 2 | Residential(5) | 3 | 06/2015 | 192 | 9 | Y | 09/2024 | Manhattan, NY | |
| 3 | Residential(4)(5) | 5 | 11/2017 | 15 | — | Y | 09/2024 | Manhattan, NY | |
| 4 | Healthcare(7) | 3 | 07/2019 | 51 | — | Y | 06/2024 | Various, US | |
| 5 | Hotel | 2 | 06/2015 | 23 | — | 07/2025 | Phoenix, AZ | ||
| 6 | Hotel | 4 | 06/2018 | 20 | — | 06/2023 | Las Vegas, NV | ||
| 7 | Office | 4 | 08/2017 | 8 | — | 09/2024 | Troy, MI | ||
| General CECL Allowance | (3) | ||||||||
| Subtotal / Weighted-Average Subordinate Loans and Other Lending Assets | 3.1 | $561 | $9 | 1.6 Years | |||||
| Total / Weighted-Average Loan Portfolio(8) | 3.0 | $8,682 | $1,042 | 2.8 Years |
———————
(1)Loan went into maturity default during the fourth quarter of 2022. See "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for discussion on $7.0 million write-off recorded in 2022.
(2)Currently in negotiations with borrower to provide short term extension.
(3)Includes $25.1 million of a subordinate participation sold accounted for as secured borrowing. Loan went into maturity default during the fourth quarter of 2022 and was subsequently paid off in January 2023. See "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for more information.
(4)Amortized cost for these loans is net of the recorded Specific CECL Allowance.
(5)Loans are secured by the same property.
(6)Includes portfolio of office, industrial, and retail property types.
(7)Single Asset, Single Borrower CMBS.
(8)Total may not foot due to rounding.
Our average asset and debt balances for the year ended December 31, 2022 were ($ in thousands):
| Average month-end balances for the year ended December 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|
| Description | Assets | Related debt | |||||
| Commercial mortgage loans, net | $ | 8,046,577 | $ | 5,133,907 | |||
| Subordinate loans and other lending assets, net | 759,268 | — | |||||
| Subordinate loans, held for sale | 625 | — |
Portfolio Management
Due to the impact of COVID-19, including longer-term macroeconomic effects on supply chains, inflation and labor shortages, some of our borrowers have experienced challenges which have prevented the execution of their business plans and in some cases, resulted in temporary closures. As a result, we have worked with borrowers to execute loan modifications which are typically coupled with additional equity contributions from borrowers. Loan modifications to date have included repurposing of reserves, temporary deferrals of interest or principal, and partial deferral of coupon interest as payment-in-kind interest.
Investment Activity
During the year ended December 31, 2022, we committed $3.7 billion of capital to loans ($3.0 billion was funded at closing). In addition, during the year ended December 31, 2022, we received $2.2 billion in repayments and funded $0.6 billion for commitments closed prior to 2022.
Net Income Available to Common Stockholders
For the years ended December 31, 2022 and 2021, our net income available to common stockholders was $253.0 million, or $1.68 per diluted share of common stock, and $210.6 million, or $1.46 per diluted share of common stock, respectively.
Operating Results
The following table sets forth information regarding our consolidated results of operations and certain key operating metrics compared to the most recently reported period ($ in thousands):
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| Years ended | 2022 vs 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | |||||||||
| Net interest income: | ||||||||||
| Interest income from commercial mortgage loans | $ | 456,513 | $ | 327,702 | $ | 128,811 | ||||
| Interest income from subordinate loans and other lending assets | 55,590 | 100,413 | (44,823) | |||||||
| Interest expense | (270,525) | (162,522) | (108,003) | |||||||
| Net interest income | 241,578 | 265,593 | (24,015) | |||||||
| Operations related to real estate owned: | ||||||||||
| Revenue from real estate owned operations | 62,062 | 18,917 | 43,145 | |||||||
| Operating expenses related to real estate owned | (52,368) | (19,923) | (32,445) | |||||||
| Depreciation and amortization on real estate owned | (704) | (2,645) | 1,941 | |||||||
| Net income (loss) related to real estate owned | 8,990 | (3,651) | 12,641 | |||||||
| Operating expenses: | ||||||||||
| General and administrative expenses | (29,662) | (28,845) | (817) | |||||||
| Management fees to related party | (38,419) | (38,160) | (259) | |||||||
| Total operating expenses | (68,081) | (67,005) | (1,076) | |||||||
| Other income | 2,494 | 3,821 | (1,327) | |||||||
| Realized gain (loss) on investments | 18,683 | (20,767) | 39,450 | |||||||
| Realized losses and impairments on real estate owned | — | (550) | 550 | |||||||
| Decrease in Specific CECL Allowance, net | 11,500 | 30,000 | (18,500) | |||||||
| Decrease in General CECL Allowance, net | 6,123 | 4,773 | 1,350 | |||||||
| Gain on foreign currency forward contracts | 146,981 | 41,674 | 105,307 | |||||||
| Foreign currency translation loss | (116,399) | (31,687) | (84,712) | |||||||
| Gain on interest rate hedging instruments | 13,363 | 1,314 | 12,049 | |||||||
| Net income | $265,232 | $223,515 | $41,717 |
For a comparison and discussion of our results of operations and other operating and financial data for the fiscal years ended December 31, 2021 and December 31, 2020, see Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our annual report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 8, 2022.
Net Interest Income
Net interest income decreased by $24.0 million during the year ended December 31, 2022 compared to the same period in 2021. This decrease was primarily due to lower average outstanding balances of our subordinate loans and other lending assets, as we continue to migrate our portfolio to senior loans. Additionally, the decrease was due in part to increased debt to equity ratio compared to same period in 2021.
Operations Related to Real Estate Owned
In 2017, we originated a $20.0 million junior mezzanine loan which was subordinate to: (i) a $110.0 million mortgage loan, and (ii) a $24.5 million senior mezzanine loan, secured by a full-service luxury hotel in Washington, D.C. On May 24, 2021, we acquired legal title to the hotel through a deed-in-lieu of foreclosure. The assets and liabilities related to the hotel were assumed at their estimated fair value at acquisition and presented net of accumulated depreciation and impairment charges. As of March 1, 2022, the related assets and liabilities were transferred to assets and liabilities related to real estate owned, held for sale, as the property met the criteria for held for sale due to our marketing efforts on the property, as well as other developments. Results of operations from the hotel are comprised of operating revenue, expenses and real estate asset depreciation. As of March 1, 2022, we ceased recording depreciation on the building and FF&E on the consolidated statement of operations as the property was transferred to held for sale at such date.
The hotel operations generated $9.0 million of net income during the year ended December 31, 2022 compared to a net loss of $3.7 million during the same period in 2021. The increase in net income from hotel operations primarily relates to the increase in hotel occupancy as the area continued to recover from the impacts of COVID-19 during the year ended December 31, 2022 compared to the same period in 2021.
Refer to "Note 5 - Assets and Liabilities Related to Real Estate Owned" for more information related to our impairment and realized losses on real estate owned.
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Operating Expenses
General and administrative expenses
General and administrative expenses remained generally constant for the year ended December 31, 2022 compared to the same period in 2021.
Management fees to related party
Management fee expense remained generally the same for the year ended December 31, 2022 compared to the same period in 2021.
Other income
Other income remained generally constant for the year ended December 31, 2022 compared to the same period in 2021
Realized gain (loss) on investments
During the year ended December 31, 2022, we recorded a $18.7 million net realized gain on investments, compared to the same period in 2021, in which we recorded a $20.8 million net realized loss. The realized gain was primarily driven by a $43.6 million realized gain recorded in connection with the title acquisition for one of our first mortgage loans secured by a multifamily development in Brooklyn, NY. Refer to "Note 5 - Assets and Liabilities Related to Real Estate Owned" for more information. This realized gain was partially offset by a (i) $17.9 million realized loss, representing a write-off of a previously recorded Specific CECL Allowance on a first mortgage loan secured by an urban predevelopment property due to the sale of the underlying property, and (ii) a $7.0 million realized loss, representing a write-off of a previously recorded Specific CECL Allowance related to a first mortgage secured by a hotel property, which went into maturity default during 2022. Refer to "Note 4 - Commercial Mortgage Loans Subordinate Loans and Other Lending Assets, Net" for more information.
During the year ended December 31, 2021, we recorded a $20.0 million realized loss on investments reflecting the difference between the fair value of a hotel acquired through a deed-in-lieu of foreclosure and the amortized cost of the loan at the time of foreclosure and an $0.8 million loss on the sale of our interest in a subordinate loan secured by a mixed-use property. Refer to "Note 4 - Commercial Mortgage Loans Subordinate Loans and Other Lending Assets, Net" and Note 5 - Assets and Liabilities Related to Real Estate Owned" for more information.
Decrease in Specific CECL Allowance, net
Our Specific CECL allowance decreased by a total of $11.5 million during the year ended December 31, 2022 compared to a decrease of $30.0 million for the same period in 2021. The $11.5 million decrease during the year ended December 31, 2022 was comprised of i) a reversal and a write-off of a previously recorded Specific CECL Allowance of $53.0 million and $15.0 million, respectively, on an urban predevelopment first mortgage loan in Miami, FL and ii) a $10.0 million reversal of a previously recorded Specific CECL Allowance on a loan related to a multifamily development in Brooklyn, NY. These write-offs and reversals recorded during the year ended December 31, 2022 were offset by the Specific CECL Allowance of $66.5 million recorded in relation to mezzanine loan secured by our interest in an ultra-luxury residential property in Manhattan, NY. Refer to Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for further discussion.
The $30.0 million decrease of our Specific CECL Allowance during the year ended December 31, 2021 was comprised of i) a $20.0 million reversal of a previously recorded Specific CECL Allowance on a multifamily development loan located in Brooklyn, NY due to a more favorable market outlook as compared to when the allowance was taken and ii) a $10.0 million write-off of a previously recorded Specific CECL Allowance recorded in connection with a deed-in-lieu foreclosure on a mezzanine loan secured by an interest in a luxury hotel in Washington, D.C. See "Note 5 - Assets and Liabilities Related to Real Estate Owned" for more information.
Refer to "Note 2 - Summary of Significant Accounting Policies" and "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional information related to our Specific CECL Allowance.
Decrease in General CECL Allowance, net
Our General CECL Allowance decreased by $6.1 million during the year ended December 31, 2022 compared to a decrease of $4.8 million for the same period in 2021. The decrease recorded during 2022 was primarily due to portfolio seasoning and changes in expected loan repayment dates, which was partially offset by a more adverse macroeconomic outlook. The decrease in General CECL Allowance recorded during the year ended December 31, 2021, was primarily related to portfolio seasoning and an improved macroeconomic outlook, which was partially offset by new loan originations.
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Refer to "Note 2 - Summary of Significant Accounting Policies" and "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional information related to our General CECL Allowance.
Foreign currency translation loss and gain on derivative instruments
We use forward currency contracts to economically hedge interest and principal payments due under our loans denominated in currencies other than USD. When gains and losses on foreign currency translation and derivative instruments are evaluated on a combined basis, the net impact for the years ended December 31, 2022 and 2021 was a $30.6 million and $10.0 million gain, respectively.
The increase from the prior year represents a timing difference between the valuation on the foreign currency forward contracts, which are valued using spot rates, forward point estimates, and discount factors, and the foreign currency translation calculation which uses only spot rates. Additionally, as rates fell significantly during the year, our unrealized gain from derivative instruments, including derivative instruments related to our future expected interest cash flow, increased. As derivative instruments related to our future expected interest cash flow have no offset in foreign currency (loss) they are accounting for some of the variance noted above.
Gain on interest rate hedging instruments
During the second quarter of 2020, we entered into a three-year interest rate cap to cap LIBOR at 0.75%. During the years ended December 31, 2022 and 2021, we recognized a gain on our interest rate cap of $13.4 million and $1.3 million, respectively. For the year ended December 31, 2022, the gain was comprised of a realized gain of $5.7 million and an unrealized gain of $7.7 million. For the year ended December 31, 2021, the gain of $1.3 million was comprised of an unrealized gain. There was no realized gain recorded during the year ended December 31, 2021. The increase in the gain from the prior year is a result of the increase in the current interest rate forward curve, partially offset by the nearing maturity of the cap.
Subsequent Events
Refer to "Note 20 - Subsequent Events" to the accompanying consolidated financial statements for disclosure regarding significant transactions that occurred subsequent to December 31, 2022.
Contractual Obligations, Liquidity, and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to fund and maintain our assets and operations, repay borrowings, make distributions to our stockholders and other general business needs. We utilize various sources of cash in order to meet our liquidity needs in the next twelve months, which is considered the short-term, and the longer term.
Our current debt obligations consist of $1.5 billion of corporate debt at face value, $5.3 billion of asset financings, and a $164.8 million construction loan related to our real estate owned held for investment. Our corporate debt includes: (i) $777.3 million of term loan borrowings, (ii) $500.0 million of senior secured notes, and (iii) $230.0 million of the 2023 notes. Our asset specific financings are generally tied to the underlying loans and we anticipate repayments of $451.6 million of secured debt arrangements in the short term. Specifics about our secured debt arrangements and corporate debt maturities and obligations are discussed below.
In addition to our debt obligations, as of December 31, 2022, we had $1.0 billion of unfunded loan commitments. We expect that approximately $573.1 million will be funded to existing borrowers in the short term.
We have various sources of liquidity that we are able to use to satisfy our short and long-term obligations. As of December 31, 2022, we had $222.0 million of cash on hand. As of December 31, 2022, we also held approximately $1.0 billion of unencumbered assets, consisting of $636.2 million of senior mortgages and $372.6 million of mezzanine loans. Depending on market conditions, we may utilize additional borrowings as a source of cash, which may also include additional secured debt arrangements as well as other borrowings or conduct additional public and private debt and equity offerings.
We maintain policies relating to our use of leverage. Refer to "Leverage Policies" below. In the future, we may seek to raise further equity or debt capital or engage in other forms of borrowings in order to fund future investments or to refinance expiring indebtedness.
We generally intend to hold our assets for investment, although we may sell certain of our investments in order to manage our interest rate risk and liquidity needs, meet other operating objectives and adapt to market conditions.
To maintain our qualification as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our
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REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. These distribution requirements limit our ability to retain earnings and replenish or increase capital for operations.
We also have two interests in unconsolidated joint ventures. The unconsolidated joint ventures are deemed to be VIEs, of which we are not the primary beneficiary. Therefore, the VIEs are not consolidated in our consolidated financial statements as of December 31, 2022. One of these joint ventures owns an underlying property that secures one of our first mortgage loans, and is accounted for as an off-balance-sheet arrangement. Our maximum exposure to loss from this commercial mortgage loan is limited to its carrying value, which as of December 31, 2022 was $99.6 million.
Our other interest in an unconsolidated joint venture was previously secured by an interest in an urban predevelopment first mortgage. During the fourth quarter of 2022, the underlying property that secured this interest was sold to a third party; accordingly, this joint venture is expected to be dissolved in the first quarter of 2023. Although there is risk of loss we have no contractual obligation to fund any additional capital into the joint ventures. Refer to "Note 2 - Summary of Significant Accounting Policies" to our consolidated financial statements for more information.
Borrowings Under Various Financing Arrangements
The table below summarizes the outstanding balances and maturities for our various financing arrangements:
| December 31, 2022 | December 31, 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Borrowings Outstanding(1) | Maturity (2) | Borrowings Outstanding(1) | Maturity (2) | ||||||||
| Secured credit facilities | $ | 3,459,226 | May 2026 | $ | 2,256,646 | October 2025 | |||||
| Barclays Private Securitization | 1,850,076 | February 2026 | 1,902,684 | August 2024 | |||||||
| Total Secured debt arrangements | $ | 5,309,302 | $ | 4,159,330 | |||||||
| Term loans | $ | 777,250 | January 2027 | $ | 785,250 | January 2027 | |||||
| Senior secured notes | 500,000 | June 2029 | 500,000 | June 2029 | |||||||
| Convertible senior notes | 230,000 | October 2023 | 575,000 | February 2023 | |||||||
| Total Borrowings | $ | 6,816,552 | $ | 6,019,580 |
———————
(1)Borrowings Outstanding represent principal balances as of the respective reporting periods.
(2)Maturity dates represent weighted average maturities based on borrowings outstanding and assumes extensions at our option are exercised with consent of financing providers, where applicable.
Secured Credit Facilities
As of December 31, 2022, we had entered into secured debt arrangements with eight secured credit facilities through wholly-owned subsidiaries. Terms under various master repurchase agreements vary by secured credit facility.
Refer to "Note 7 - Secured Debt Arrangements, Net" of our Consolidated Financial Statements for additional disclosure regarding our secured credit facilities.
Barclays Private Securitization
We are party to a private securitization with Barclays Bank plc (the "Barclays Private Securitization"). Commercial mortgage loans currently financed under the Barclays Securitization are denominated in GBP, EUR and SEK. As of December 31, 2022, we had £931.4 million, €491.6 million, and kr2.1 billion ($1.9 billion assuming conversion into USD) of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.
Refer to "Note 7 - Secured Debt Arrangements, Net" of our Consolidated Financial Statements for additional disclosure regarding our Barclays Private Securitization.
Term Loans
In May 2019, we entered into the $500.0 million 2026 Term Loan and in March 2021, we entered into the $300.0 million 2028 Term Loan. The outstanding Term Loans principal balance as of December 31, 2022 and December 31, 2021 was $777.3 million and $785.3 million, respectively.
Refer to “Note 8 – Senior Secured Term Loans, Net” of our Consolidated Financial Statements for additional disclosure regarding our 2026 Term Loan and 2028 Term Loan.”
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Senior Secured Notes
In June 2021, we issued $500.0 million of 4.625% Senior Secured Notes due 2029 (the "2029 Notes"), for which we received net proceeds of $495.0 million, after deducting initial purchasers' discounts and commissions. The 2029 Notes had a carrying value of $494.8 million and $494.1 million, net of deferred financing costs of $5.2 million and $5.9 million, as of December 31, 2022 and December 31, 2021, respectively.
Refer to “Note 9 – Senior Secured Notes, Net” of our Consolidated Financial Statements for additional disclosure regarding our 2029 Notes.
Convertible Senior Notes
In two separate offerings during 2017, we issued an aggregate principal amount of $345.0 million of 4.75% Convertible Senior Notes due 2022 (the "2022 Notes"), for which we received $337.5 million, after deducting the underwriting discount and offering expenses. During the third quarter of 2022, we repaid the $345.0 million aggregate principal amount of the 2022 Notes.
During the fourth quarter of 2018, we issued $230.0 million of 5.375% Convertible Senior Notes due 2023, for which we received $223.7 million after deducting the underwriting discount and offering expenses. At December 31, 2022, the 2023 Notes had a carrying value of $229.4 million and an unamortized discount of $0.6 million.
Refer to “Note 10 – Convertible Senior Notes, Net” of our Consolidated Financial Statements for additional disclosure regarding our Convertible Notes.
Debt-to-Equity Ratio
The following table presents our debt-to-equity ratio:
| December 31, 2022 | December 31, 2021 | ||
|---|---|---|---|
| Debt to Equity Ratio(1) | 2.8 | 2.4 |
———————
(1)Represents total debt less cash and loan proceeds held by servicer (recorded with Other Assets, refer to "Note 6 - Other Assets" for more information) to total stockholders' equity.
Leverage Policies
We use leverage for the sole purpose of financing our portfolio and not for the purpose of speculating on changes in interest rates. In addition to our secured debt arrangements and Term Loans, we access additional sources of borrowings. Our charter and bylaws do not limit the amount of indebtedness we can incur; however, we are subject to and carefully monitor the limits placed on us by our credit providers and those that assign ratings on our company.
At December 31, 2022, our debt-to-equity ratio was 2.8 and our portfolio was comprised of $8.1 billion of commercial mortgage loans and $560.9 million of subordinate loans and other lending assets. In order to achieve our return on equity, we generally finance our mortgage loans with 2.0 to 3.0 turns of leverage and generally do not finance our subordinate loans and other lending assets given built-in inherent structural leverage.
Investment Guidelines
Our current investment guidelines, approved by our board of directors, are comprised of the following:
•no investment will be made that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes;
•no investment will be made that would cause us to register as an investment company under the 1940 Act;
•investments will be predominantly in our target assets;
•no more than 20% of our net equity (on a consolidated basis) will be invested in any single investment at the time of the investment; in determining compliance with the investment guidelines, the amount of the investment is the net equity in the investment (gross investment less amount of third-party financing) plus the amount of any recourse on the financing secured by the investment; and
•until appropriate investments can be identified, the Manager may invest the proceeds of any offering in interest bearing, short-term investments, including money market accounts and/or funds, that are consistent with our intention to qualify as a REIT.
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The board of directors must approve any change in or waiver to these investment guidelines.
Dividends
We intend to continue to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Any distributions we make are at the discretion of our board of directors and depend upon, among other things, our actual results of operations. These results and our ability to pay distributions are affected by various factors, including the net interest and other income from our portfolio, our operating expenses and any other expenditures. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.
As of December 31, 2022 and December 31, 2021, we had 6,770,393 shares of our 7.25% Series B-1 Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share ("Series B-1 Preferred Stock") outstanding. The Series B-1 Preferred Stock pay cumulative cash dividends, which are payable quarterly in equal amounts in arrears on the 15th day of each January, April, July and October: at a rate of 7.25% per annum of the $25.00 per share liquidation preference. Except under certain limited circumstances, the Series B-1 Preferred Stock is generally not convertible into or exchangeable for any other property or any other of our securities at the election of the holders. On and after July 15, 2026, we may, at our option, redeem the shares at a redemption price of $25.00, plus any accrued unpaid dividends to, but not including, the date of the redemption.
The following table details our dividend activity:
| Year ended | |||||||
|---|---|---|---|---|---|---|---|
| Dividends declared per share of: | December 31, 2022 | December 31, 2021 | |||||
| Common Stock | $1.40 | $1.40 | |||||
| Series B Preferred Stock | N/A | 1.00 | |||||
| Series B-1 Preferred Stock | 1.81 | 0.90 |
On July 15, 2021, we exchanged all 6,770,393 shares outstanding of our 8.00% Fixed-to-Floating Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share ("Series B Preferred Stock"), with a liquidation preference of $25.00 per share, for 6,770,393 shares of our Series B-1 Preferred Stock, with a liquidation preference of $25.00 per share, pursuant to an exchange agreement with the two existing shareholders.
Non-GAAP Financial Measures
Distributable Earnings
Distributable Earnings, a non-GAAP financial measure, is defined as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items (including depreciation and amortization related to real estate owned) 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 the Convertible Notes to stockholders’ equity in accordance with GAAP, and (vi) provision for loan losses. Distributable Earnings may also be adjusted to exclude certain other non-cash items, as determined by the Manager and approved by a majority of our independent directors.
For the year ended December 31, 2022, our Distributable Earnings were $239.3 million, or $1.67 per share, as compared to $188.7 million, or $1.33 per share, for the prior year.
The weighted-average diluted shares outstanding used for Distributable 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 Convertible Notes. Consistent with the treatment of other unrealized adjustments to Distributable Earnings, these potentially issuable shares are excluded until a conversion occurs, which we believe is a useful presentation for investors. We believe that excluding shares issued in connection with a potential conversion of the Convertible Notes from our computation of Distributable Earnings per weighted average diluted share is useful to investors for various reasons, including the following: (i) conversion of Convertible Notes to shares requires both the holder of a note to elect to convert the Convertible Note and for us
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to elect to settle the conversion in the form of shares (ii) future conversion decisions by note holders will be based on our stock price in the future, which is presently not determinable; (iii) the exclusion of shares issued in connection with a potential conversion of the Convertible Notes from the computation of Distributable Earnings per weighted-average diluted share is consistent with how we treat other unrealized items in our computation of Distributable Earnings per weighted-average diluted share; and (iv) we believe that when evaluating our operating performance, investors and potential investors consider our Distributable Earnings relative to our actual distributions, which are based on shares outstanding and not shares that might be issued in the future.
The table below summarizes the reconciliation from weighted-average diluted shares under GAAP to the weighted-average diluted shares used for Distributable Earnings:
| Year ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| Weighted-Averages | Shares | Shares | ||||||
| Diluted shares - GAAP | 165,504,660 | 168,402,515 | ||||||
| Potential shares issued under conversion of the Convertible Notes | (22,314,191) | (28,533,271) | ||||||
| Unvested RSUs | — | 2,456,409 | ||||||
| Diluted shares - Distributable Earnings | 143,190,469 | 142,325,653 |
As a REIT, U.S. federal income tax law generally requires us to distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons stockholders invest in a REIT, we generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Distributable Earnings is a key factor considered by the board of directors in setting the dividend and as such we believe Distributable Earnings is useful to investors.
As discussed in "Note 5 – Assets and Liabilities Related to Real Estate Owned", during the year ended December 31, 2022, we recorded a $43.6 million realized gain on investments reflecting the difference between the fair value of a multifamily development property located in Brooklyn, NY acquired through a deed-in-lieu of foreclosure and the amortized cost of the loan at the time of foreclosure. Additionally, during the year ended December 31, 2022, we recorded a $17.9 million realized loss representing a write-off of a previously recorded Specific CECL Allowance on an urban predevelopment first mortgage loan and a $7.0 million realized loss on a first mortgage secured by a hotel property, representing a write-off of a previously recorded Specific CECL Allowance related to a first mortgage loan in maturity default. Refer to "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional information.
As discussed in "Note 5 – Assets and Liabilities Related to Real Estate Owned" during the year ended December 31, 2021, we recorded $20.0 million realized loss on investments reflecting the difference between the fair value of a hotel acquired through a deed-in-lieu of foreclosure and the amortized cost of the loan at the time of foreclosure. Additionally, during the year ended December 31, 2021, we recorded an impairment of $0.6 million on our real estate owned, held for sale due to increased costs to sell.
We believe it is useful to our investors to present Distributable Earnings prior to realized gains (losses) and impairments on real estate owned and investments to reflect our operating results because (i) our operating results are primarily comprised of earning interest income on our investments net of borrowing and administrative costs, which comprise our ongoing operations and (ii) it has been a useful factor related to our dividend per share because it is one of the considerations when a dividend is determined. We believe that our investors use Distributable Earnings and Distributable Earnings prior to realized gains (losses) and impairments on real estate owned and investments, or a comparable supplemental performance measure, to evaluate and compare the performance of our company and our peers.
A significant limitation associated with Distributable Earnings as a measure of our financial performance over any period is that it excludes unrealized gains (losses) from investments. In addition, our presentation of Distributable Earnings may not be comparable to similarly-titled measures of other companies, that use different calculations. As a result, Distributable Earnings should not be considered as a substitute for our GAAP net income as a measure of our financial performance or any measure of our liquidity under GAAP. Distributable Earnings are reduced for realized losses on loans which include losses that management believes are near certain to be realized.
The table below summarizes the reconciliation from net income available to common stockholders to Distributable Earnings and Distributable Earnings prior to realized gains (losses) and impairments on real estate owned and investments ($ in thousands):
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| Year ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||
| Net income available to common stockholders | $ | 252,960 | $ | 210,551 | |||||
| Adjustments: | |||||||||
| Equity-based compensation expense | 18,252 | 17,633 | |||||||
| Gain on foreign currency forwards | (146,981) | (41,674) | |||||||
| Foreign currency loss, net | 116,399 | 31,687 | |||||||
| Unrealized gain on interest rate cap | (7,692) | (1,314) | |||||||
| Realized gains (losses) relating to interest income on foreign currency hedges, net | 14,080 | (1,342) | |||||||
| Realized gains relating to forward points on foreign currency hedges, net | 9,195 | 1,994 | |||||||
| Amortization of the convertible senior notes related to equity reclassification | — | 3,272 | |||||||
| Depreciation and amortization on real estate owned | 704 | 2,645 | |||||||
| Decrease in current expected credit loss allowance, net | (17,623) | (34,773) | |||||||
| Realized (gains) losses and impairments on real estate owned and investments | (18,683) | 21,317 | |||||||
| Total adjustments: | (32,349) | (555) | |||||||
| Distributable Earnings prior to realized gains (losses) and impairments on real estate owned and investments | $ | 220,611 | $ | 209,996 | |||||
| Realized gains (losses) and impairments on real estate owned and investments | $ | 18,683 | $ | (21,317) | |||||
| Distributable Earnings | $ | 239,294 | $ | 188,679 | |||||
| Diluted Distributable Earnings per share prior to realized gains (losses) and impairments on real estate owned and investments | $ | 1.54 | $ | 1.48 | |||||
| Diluted Distributable Earnings per share of common stock | $ | 1.67 | $ | 1.33 | |||||
| Weighted-average diluted shares - Distributable Earnings | 143,190,469 | 142,325,653 |
Book Value Per Share
The table below calculates our book value per share ($ in thousands, except per share data):
| December 31, 2022 | December 31, 2021 | |||||
|---|---|---|---|---|---|---|
| Stockholders' Equity | $ | 2,354,504 | $ | 2,294,626 | ||
| Series B-1 Preferred Stock (Liquidation Preference) | (169,260) | (169,260) | ||||
| Common Stockholders' Equity | $ | 2,185,244 | $ | 2,125,366 | ||
| Common Stock | 140,595,995 | 139,894,060 | ||||
| Book value per share | $ | 15.54 | $ | 15.19 |
The table below shows the changes in our book value per share:
| Book value per share | ||
|---|---|---|
| Book value per share at December 31, 2021 | $ | 15.19 |
| General CECL Allowance and depreciation and amortization | 0.28 | |
| Book value per share at December 31, 2021 prior to General CECL Allowance | $ | 15.47 |
| Earnings in excess of dividends | 0.15 | |
| Net realized gain on investments | 0.13 | |
| Net gain on currency and interest rate hedges(1) | 0.09 | |
| Net decrease in Specific CECL Allowance | 0.08 | |
| Vesting and delivery of RSUs | (0.12) | |
| Adoption of ASU 2020-06 | (0.02) | |
| Book value per share at December 31, 2022 prior to General CECL Allowance and depreciation and amortization | $ | 15.78 |
| General CECL Allowance and depreciation and amortization | (0.24) |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| Book value per share at December 31, 2022 | $ | 15.54 |
———————
(1)Includes net unrealized gain on forward currency contracts and interest hedges, and realized gain on forward currency contracts related to principal outside impact of forward points
We believe that presenting book value per share with sub-totals prior to the CECL Allowances and depreciation and amortization is useful for investors for various reasons, including, among other things, analyzing our compliance with financial covenants related to tangible net worth and debt-to-equity under our secured debt arrangements and Term Loans, which permit us to add the General CECL Allowance to our GAAP stockholders' equity. Given that our lenders consider book value per share prior to the General CECL Allowance as an important metric related to our debt covenants, we believe disclosing book value per share prior to the General CECL Allowance is important to investors such that they have the same visibility. We further believe that presenting book value before depreciation and amortization is useful to investors since it is a non-cash expense included in net income and is not representative of our core business and ongoing operations.
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FY 2021 10-K MD&A
SEC filing source: 0001467760-22-000007.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements and accompanying notes included in Item 8. "Financial Statements and Supplementary Data" of this annual report on Form 10-K.
Overview
We are a Maryland corporation and have elected to be taxed as a REIT for U.S. federal income tax purposes. We primarily originate, acquire, invest in and manage performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt investments. These asset classes are referred to as our target assets.
We are externally managed and advised by the Manager, an indirect subsidiary of Apollo, a global, high-growth alternative asset manager with assets under management of approximately $481.1 billion as of September 30, 2021.
The Manager is led by an experienced team of senior real estate professionals who have significant expertise in underwriting and structuring commercial real estate financing transactions. We benefit from Apollo’s global infrastructure and operating platform, through which we are able to source, evaluate and manage potential investments in our target assets.
Current Market Conditions
During the first quarter of 2020, there was a global outbreak of COVID-19, which was declared by the World Health Organization as a pandemic. In response to COVID-19, the United States and numerous other countries declared national emergencies, which has led to large scale quarantines as well as restrictions to business deemed non-essential. Although more normalized activities have resumed, we are not in a position to estimate the ultimate impact COVID-19 and its variants will have on our business and the economy as a whole. We cannot predict the potential impact related to both known and unknown risks, including future quarantines, closures and other restrictions resulting from the outbreak. The effects of COVID-19 have adversely impacted the value of our assets, business, financial condition, results of operations and cash flows, and our ability to operate successfully. Some of the factors that impacted us to date and may continue to affect us are outlined in Item 1A. "Risk Factors."
Critical Accounting Policies and Use of Estimates
Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and use of assumptions as to future uncertainties. The most critical accounting policies involve decisions and assessments that affect our reported assets and liabilities, as well as reported revenues and expenses. We believe that all of the decisions and assessments upon which these financial statements are based are reasonable based upon information currently available to us. The accounting policies and estimates that we consider to be most critical to an investor’s understanding of our financial results and condition and require complex management judgment are discussed below.
Real Estate Owned (and Related Debt)
From time to time we may obtain legal title to the collateral from our loans due to non-performance. This acquisition of real estate is accounted for using the acquisition method under Accounting Standards Codification ("ASC") Topic 805, "Business Combinations." We recognize and measure identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree, if applicable, based on their relative fair values. Once real estate assets have been recorded at fair value they are evaluated for impairment on a quarterly basis. Please refer to "Note 2 – Summary of Significant Accounting Policies," "Note 3 – Fair Value Disclosure," and "Note 5 – Real Estate Owned” for more information regarding real estate owned and our valuation methodology.
Real estate assets acquired may include land, building, furniture, fixtures and equipment ("FF&E"), and intangible assets. The fair value of land is determined by utilizing the market or sales comparison approach, which compares the property to similar properties in the marketplace. Although we exercise significant judgement to identify similar properties, and may also consult independent third-party valuation experts to assist, our assessment of fair value is subject to uncertainty and sensitive to our selection of comparable properties.
We estimate the fair value of any building and FF&E by the cost approach which measures fair value as the replacement cost of these assets. This approach also requires significant judgement, and our estimate of replacement cost could vary from actual replacements costs.
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Once real estate assets have been recorded at fair value, they are evaluated for impairment on a quarterly basis. We consider the following factors when performing our impairment analysis: (i) Management, having the authority to approve the action, commits to a plan to sell the asset; (ii) significant negative industry and economic outlook or trends; (iii) expected material costs necessary to extend the life or operate the real estate asset; and (iv) our ability to hold and dispose of the real estate asset in the ordinary course of business. A real estate asset is considered impaired when the sum of estimated future undiscounted cash flows to be generated by the real estate asset over the estimated remaining holding period is less than the carrying value of such real estate asset. An impairment charge is recorded equal to the excess of the carrying value of the real estate asset over the fair value. When determining the fair value of a real estate asset for the purpose of assessing impairment, we make certain assumptions including, but not limited to: consideration of projected operating cash flows, intended holding period of the real estate, comparable selling prices and projected cash flows from the eventual disposition of the real estate based upon our estimate of a capitalization rate and discount rate. While we exercise significant judgement in generating our assumptions, the asset’s fair value is subject to uncertainty, as actual operating cash flows and disposition proceeds could differ from those assumed in our valuations. Additionally, the output is sensitive to the assumptions used in calculating any potential impairment.
Current Expected Credit Losses ("CECL")
We measure and record potential expected credit losses related to our loan portfolio in accordance with the CECL Standard. The CECL Standard requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the macroeconomic environment. The FASB recognizes the weighted average remaining maturity ("WARM") method as an acceptable approach for computing current expected credit losses. We have adopted the WARM method to determine the General CECL Allowance for the majority of loans in our portfolio, applied on a collective basis by assets with similar risk characteristics. If we determine that a borrower or sponsor is experiencing financial difficulty, we will record loan-specific allowances (our Specific CECL Allowance). Please see “Note 2 – Summary of Significant Accounting Policies” and “Note 4 Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net” for further discussion regarding CECL.
General CECL Allowance
There are various significant assumptions required to estimate our General CECL Allowance which include deriving and applying an annual historical loss rate, forecasting and analyzing the impacts of macroeconomic conditions and the timing of expected repayments, satisfactions and future fundings.
We derive an annual historical loss rate based on a CMBS database with historical losses from 1998 through the fourth quarter of 2021 provided by a third party, Trepp LLC. We apply various filters to arrive at a CMBS dataset most analogous to our current portfolio from which to determine an appropriate historical loss rate. Selecting these filters requires the use of significant judgement. The historical loss rate, and ultimately General CECL Allowance we calculated, is sensitive to the CMBS dataset that we select.
We adjust our determined annual historical loss rate based on our outlook of the macroeconomic environment, for a reasonable and supportable forecast period—which we have determined to be one year. We determine our expectations for the macroeconomic environment by analyzing various market factors and assess the potential impact on our our portfolio. This assessment requires the use of significant judgement in selecting relevant market factors and our expectations of the future macroeconomic environment. The future macroeconomic environment is subject to uncertainty as the actual future macroeconomic environment could vary from our expectations, which will impact our General CECL Allowance.
Additionally, there are assumptions provided to us by the Manager that represent their best estimate as to expected loan maturity dates, future fundings, and timing of loan repayments. These assumptions, although made with the most available information at the time of the estimate, are subjective and actual activity may not follow the estimated schedule. These assumptions impact the future balances that the loss rate will be applied to and as such impact our General CECL Allowance. As we acquire new loans and the Manager monitors loan and sponsor performance, these estimates may change each period.
Specific CECL Allowance
When we determine that a borrower or sponsor is experiencing financial difficulty, we evaluate the related loan for loan-specific allowances, under the practical expedient per the guidance. Determining that a borrower or sponsor is experiencing financial difficulty requires the use of significant judgement and can be based on several factors subject to uncertainty. These factors can include, but are not limited to, whether cash from the borrower's operations are sufficient to cover current and future debt service requirements, the borrower’s ability to potentially refinance the loan and other circumstances that can affect the borrower’s ability to satisfy their obligations in accordance the terms of the loan. When utilizing the practical expedient for
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collateral dependent loans, the loan loss provision is determined as the difference between the fair value of the underlying collateral, adjusted for estimated costs to sell when applicable, and the carrying value of the loan (prior to the loan loss provision), as repayment or satisfaction of a loan is dependent on a sale of the underlying collateral.
The fair value of the underlying collateral is determined by using method(s) such as discounted cash flow, the market approach, or direct capitalization approach. These methods require the use of key unobservable inputs, which are inherently uncertain and subjective. Our estimate of fair value is sensitive to both the valuation methodology selected and inputs used. Determining a suitable valuation method and selecting the appropriate key unobservable inputs and assumptions requires significant judgment and consideration of factors specific to the underlying collateral being assessed. Additionally, the key unobservable inputs and assumptions used may vary depending on the information available to us and market conditions as of the valuation date. As such, the fair value that we derive and use in calculating our Specific CECL Allowance, is subject to uncertainty and any actual losses, if incurred, could differ materially from our provision.
Refer to "Note 2 - Summary of Significant Accounting Policies" to our consolidated financial statements for the complete listing and description of our significant accounting policies.
Results of Operations
All non-USD denominated assets and liabilities are translated to USD at the exchange rate prevailing at the reporting date and income, expenses, gains, and losses are translated at the prevailing exchange rate on the dates that they were recorded.
Loan Portfolio Overview
The following table sets forth certain information regarding our loan portfolio as of December 31, 2021 ($ in thousands):
| Description | Carrying Value | Weighted-Average Coupon (1) | Weighted Average All-in Yield (1)(2) | Secured Debt Arrangements (3) | Cost of Funds(4) | Equity at cost(5) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial mortgage loans, net | $ | 7,012,312 | 4.1 | % | 4.5 | % | $ | 4,159,330 | 2.0 | % | $ | 2,852,982 | ||||||||
| Subordinate loans and other lending assets, net | 844,948 | 7.4 | % | 7.8 | % | — | — | 844,948 | ||||||||||||
| Total/Weighted-Average | $ | 7,857,260 | 4.5 | % | 4.9 | % | $ | 4,159,330 | 2.0 | % | $ | 3,697,930 |
———————
(1) Weighted-Average Coupon and Weighted-Average All-in Yield are based on the applicable benchmark rates as of December 31, 2021 on the floating rate loans.
(2) Weighted-Average All-in Yield includes the amortization of deferred origination fees, loan origination costs and accrual of both extension and exit fees. Weighted-Average All-in Yield excludes the benefit of forward points on currency hedges relating to loans denominated in currencies other than USD.
(3) Gross of deferred financing costs of $9.1 million.
(4) Cost of funds includes weighted average spread and applicable benchmark rates as of December 31, 2021 on secured debt arrangements.
(5) Represents loan portfolio at amortized cost less secured debt outstanding.
The following table provides details of our commercial mortgage loan portfolio and subordinate loan and other lending assets portfolio, on a loan-by-loan basis, as of December 31, 2021 ($ in millions):
| Commercial Mortgage Loan Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location |
| 1 | Hotel | 3 | 10/2019 | $263 | $40 | Y | 08/2024 | Various, Spain | |
| 2 | Hotel | 3 | 11/2021 | 221 | 26 | Y | 11/2026 | Various, UK/Ireland | |
| 3 | Hotel | 3 | 04/2018 | 152 | — | 04/2023 | Honolulu, HI | ||
| 4 | Hotel | 3 | 09/2015 | 145 | — | 06/2024 | Manhattan, NY | ||
| 5 | Hotel | 3 | 07/2021 | 139 | 39 | 08/2026 | Various, US | ||
| 6 | Hotel | 3 | 08/2019 | 136 | — | 08/2024 | Puglia, Italy | ||
| 7 | Hotel | 3 | 05/2018 | 115 | — | 06/2024 | Miami, FL | ||
| 8 | Hotel | 3 | 03/2017 | 106 | — | 03/2022 | Atlanta, GA | ||
| 9 | Hotel | 3 | 10/2021 | 99 | — | 11/2026 | New Orleans, LA | ||
| 10 | Hotel | 3 | 11/2018 | 90 | — | 12/2023 | Vail, CO | ||
| 11 | Hotel | 3 | 12/2019 | 60 | — | 01/2025 | Tucson, AZ | ||
| 12 | Hotel | 3 | 11/2021 | 59 | 104 | Y | 12/2026 | St. Thomas, USVI |
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| 13 | Hotel | 3 | 05/2021 | 59 | 2 | 06/2026 | Fort Lauderdale, FL | ||
|---|---|---|---|---|---|---|---|---|---|
| 14 | Hotel | 3 | 05/2019 | 52 | — | 06/2024 | Chicago, IL | ||
| 15 | Hotel | 3 | 10/2021 | 44 | 47 | Y | 10/2026 | Lake Como, Italy | |
| 16 | Hotel | 3 | 12/2015 | 43 | — | 08/2024 | St. Thomas, USVI | ||
| 17 | Hotel | 3 | 02/2018 | 26 | 1 | 11/2024 | Pittsburgh, PA | ||
| 18 | Hotel | 3 | 12/2021 | 23 | 34 | Y | 06/2025 | Dublin, Ireland | |
| 19 | Office | 3 | 02/2020 | 227 | — | 02/2025 | London, UK | ||
| 20 | Office | 3 | 01/2020 | 214 | 75 | Y | 02/2025 | Long Island City, NY | |
| 21 | Office | 3 | 06/2019 | 212 | 15 | 08/2026 | Berlin, Germany | ||
| 22 | Office | 3 | 09/2019 | 189 | — | 09/2023 | London, UK | ||
| 23 | Office | 3 | 10/2018 | 187 | — | Y | 10/2023 | Manhattan, NY | |
| 24 | Office | 3 | 11/2017 | 132 | — | 01/2023 | Chicago, IL | ||
| 25 | Office(1) | 3 | 12/2017 | 123 | — | Y | 07/2022 | London, UK | |
| 26 | Office | 3 | 03/2018 | 86 | — | Y | 04/2023 | Chicago, IL | |
| 27 | Office | 3 | 12/2019 | 19 | 2 | 04/2022 | Edinburgh, Scotland | ||
| 28 | Office | 3 | 11/2021 | 25 | 57 | Y | 11/2025 | Milan, Italy | |
| 29 | Urban Retail | 3 | 12/2019 | 353 | — | 12/2023 | London, UK | ||
| 30 | Urban Retail | 3 | 08/2019 | 318 | — | Y | 09/2024 | Manhattan, NY | |
| 31 | Industrial | 3 | 03/2021 | 284 | — | 05/2026 | Various, Sweden | ||
| 32 | Residential-for-sale: inventory | 3 | 12/2021 | 180 | 57 | 01/2027 | Manhattan, NY | ||
| 33 | Residential-for-sale: construction | 3 | 12/2018 | 105 | 74 | Y | Y | 12/2023 | Manhattan, NY |
| 34 | Residential-for-sale: inventory | 3 | 12/2021 | 102 | — | Y | 01/2026 | Hallandale Beach, FL | |
| 35 | Residential-for-sale: inventory | 3 | 12/2019 | 70 | 12 | Y | 11/2025 | Boston, MA | |
| 36 | Residential-for-sale: inventory | 3 | 01/2018 | 21 | 2 | Y | 01/2023 | Manhattan, NY | |
| 37 | Residential-for-sale: inventory | 3 | 06/2018 | 6 | — | Y | 07/2022 | Manhattan, NY | |
| 38 | Residential-for-rent | 3 | 12/2021 | 236 | 18 | 12/2026 | Various, UK | ||
| 39 | Residential-for-rent | 3 | 05/2021 | 82 | — | Y | 05/2026 | Cleveland, OH | |
| 40 | Residential-for-rent | 3 | 04/2014 | 60 | — | 07/2023 | Various | ||
| 41 | Residential-for-rent | 3 | 11/2014 | 50 | — | 06/2023 | Various, US | ||
| 42 | Residential-for-rent | 3 | 02/2020 | 50 | 1 | 03/2024 | Cleveland, OH | ||
| 43 | Portfolio(2) | 3 | 06/2021 | 267 | 27 | 06/2026 | Various, Germany | ||
| 44 | Parking Garages | 3 | 05/2021 | 269 | 5 | 05/2026 | Various, US | ||
| 45 | Healthcare | 3 | 10/2019 | 219 | — | 10/2024 | Various, UK | ||
| 46 | Caravan Parks | 3 | 02/2021 | 221 | — | 02/2028 | Various, UK | ||
| 47 | Multifamily Development(3) | 5 | 03/2017 | 177 | — | 07/2022 | Brooklyn, NY | ||
| 48 | Urban Predevelopment(3) | 5 | 01/2016 | 122 | — | 09/2022 | Miami, FL | ||
| 49 | Retail center | 3 | 10/2021 | 311 | — | 10/2026 | Various, UK | ||
| 50 | Retail center(3) | 5 | 11/2014 | 105 | — | 09/2022 | Cincinnati, OH | ||
| 51 | Mixed Use | 3 | 12/2019 | 127 | 710 | Y | Y | 06/2025 | London, UK |
| 52 | Mixed Use | 3 | 12/2019 | 54 | — | 12/2024 | London, UK | ||
| General CECL Allowance | (23) | ||||||||
| Subtotal / Weighted-Average Commercial Mortgage Loans | 3.1 | $7,012 | $1,348 | 3.1 Years |
| Subordinate Loan and Other Lending Assets Portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location |
| 1 | Residential-for-sale: construction(4) | 3 | 06/2015 | $238 | $— | Y | Y | 03/2022 | Manhattan, NY |
| 2 | Residential-for-sale: construction(4) | 3 | 05/2020 | 153 | — | Y | Y | 03/2022 | Manhattan, NY |
| 3 | Residential-for-sale: construction(4) | 4 | 11/2017 | 82 | — | Y | Y | 03/2022 | Manhattan, NY |
| 4 | Mixed Use | 3 | 02/2019 | 40 | — | Y | 06/2022 | London, UK | |
| 5 | Mixed Use | 3 | 12/2018 | 42 | 9 | Y | 12/2023 | Brooklyn, NY | |
| 6 | Mixed Use | 3 | 07/2012 | 7 | — | 08/2022 | Chapel Hill, NC |
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| 7 | Office | 3 | 01/2019 | 100 | — | 12/2025 | Manhattan, NY | ||
|---|---|---|---|---|---|---|---|---|---|
| 8 | Office | 3 | 07/2013 | 14 | — | 07/2022 | Manhattan, NY | ||
| 9 | Office | 3 | 08/2017 | 8 | — | 09/2024 | Troy, MI | ||
| 10 | Healthcare(5) | 3 | 07/2019 | 51 | — | Y | 06/2024 | Various, US | |
| 11 | Healthcare(6) | 3 | 01/2019 | 32 | — | 01/2024 | Various, US | ||
| 12 | Healthcare(5)(6) | 3 | 02/2019 | 13 | — | Y | 01/2034 | Various, US | |
| 13 | Industrial | 2 | 05/2013 | 32 | — | 05/2023 | Various, US | ||
| 14 | Hotel | 3 | 06/2015 | 24 | — | 07/2025 | Phoenix, AZ | ||
| 15 | Hotel | 3 | 06/2018 | 20 | — | 06/2023 | Las Vegas, NV | ||
| General CECL Allowance | (11) | ||||||||
| Subtotal / Weighted-Average Subordinate Loans and Other Lending Assets | 3.1 | $845 | $9 | 1.3 Years | |||||
| Total / Weighted-Average Loan Portfolio | 3.1 | $7,857 | $1,357 | 2.9 Years |
———————
(1)Includes $27.1 million of a subordinate participation sold accounted for as secured borrowing.
(2)Includes portfolio of office, industrial, and retail property types.
(3)Amortized cost for these loans is net of the recorded Specific CECL Allowance.
(4)Loans are secured by the same property.
(5)Single Asset, Single Borrower CMBS.
(6)Loan and Single Asset, Single Borrower CMBS are secured by the same properties.
Our average asset and debt balances for the year ended December 31, 2021 were ($ in thousands):
| Average month-end balances for the year ended December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Description | Assets | Related debt | |||||
| Commercial mortgage loans, net | $ | 6,484,910 | $ | 3,675,058 | |||
| Subordinate loans and other lending assets, net | 961,120 | — |
Portfolio Management
Due to the impact of COVID-19, some of our borrowers have experienced consequences which have prevented the execution of their business plans and in some cases, resulted in temporary closures. As a result, we have worked with borrowers to execute loan modifications which are typically coupled with additional equity contributions from borrowers. Loan modifications to date have included repurposing of reserves, temporary deferrals of interest or principal, and partial deferral of coupon interest as payment-in-kind interest.
Investment Activity
During the year ended December 31, 2021, we committed $3.2 billion of capital to loans ($2.8 billion was funded at closing). In addition, during the year ended December 31, 2021, we received $1.9 billion in repayments and funded $522.0 million for loans closed prior to 2021.
For the years ended December 31, 2021 and 2020, our net income available to common stockholders was $210.6 million, or $1.46 per diluted share of common stock, and $4.8 million, or $0.01 per diluted share of common stock, respectively.
Operating Results
The following table sets forth information regarding our consolidated results of operations and certain key operating metrics compared to both the same period in the previous year and the most recently reported period ($ in thousands):
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| Year ended | 2021 vs. 2020 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | |||||||||||||||
| Net interest income: | ||||||||||||||||
| Interest income from commercial mortgage loans | $ | 327,702 | $ | 309,134 | $ | 18,568 | ||||||||||
| Interest income from subordinate loans and other lending assets | 100,413 | 118,435 | (18,022) | |||||||||||||
| Interest expense | (162,522) | (148,891) | (13,631) | |||||||||||||
| Net interest income | 265,593 | 278,678 | (13,085) | |||||||||||||
| Operations related to real estate owned: | ||||||||||||||||
| Revenue from real estate owned operations | 18,917 | — | 18,917 | |||||||||||||
| Operating expenses related to real estate owned | (19,923) | — | (19,923) | |||||||||||||
| Depreciation and amortization on real estate owned | (2,645) | — | (2,645) | |||||||||||||
| Net loss related to real estate owned | (3,651) | — | (3,651) | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | (28,845) | (26,849) | (1,996) | |||||||||||||
| Management fees to related party | (38,160) | (39,750) | 1,590 | |||||||||||||
| Total operating expenses | (67,005) | (66,599) | (406) | |||||||||||||
| Other income | 3,821 | 1,604 | 2,217 | |||||||||||||
| Realized loss on investments | (20,767) | (47,632) | 26,865 | |||||||||||||
| Realized losses and impairments on real estate owned | (550) | — | (550) | |||||||||||||
| Reversal of (provision for) loan losses - Specific CECL Allowance, net | 30,000 | (115,000) | 145,000 | |||||||||||||
| Reversal of (provision for) loan losses - General CECL Allowance, net | 4,773 | (10,600) | 15,373 | |||||||||||||
| Gain (loss) on foreign currency forward contracts | 41,674 | (9,743) | 51,417 | |||||||||||||
| Foreign currency translation gain (loss) | (31,687) | 26,916 | (58,603) | |||||||||||||
| Gain (loss) on interest rate hedging instruments | 1,314 | (39,247) | 40,561 | |||||||||||||
| Net income | $223,515 | $18,377 | $205,138 |
For a comparison and discussion of our results of operations and other operating and financial data for the fiscal years ended December 31, 2020 and December 31, 2019, see Part II, Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of our annual report on Form 10-K for the fiscal year ended December 31, 2020, filed
with the SEC on February 10, 2021.
Net Interest Income
Net interest income decreased by $13.1 million during the year ended December 31, 2021 compared to the same period in 2020. Interest income remained nearly flat as the shift from subordinate loan interest to commercial mortgage loan interest coincided with our increased focus on origination of secure first commercial mortgage loans. Commercial mortgage interest increased due to our average commercial mortgage loan balance increasing by approximately $843 million from 2020 to 2021. The decrease in our subordinate loan interest was primarily caused by a decreased of approximately $102 million in our average subordinate loan balance as well as the cessation of interest accrual on the Junior Mezzanine Loan (refer to “Note 4 – Commercial mortgages, Loans, Subordinate Loans and Other Lending Assets, Net” for more information). In connection with our commercial mortgage loan originations, our outstanding borrowings under our secured debt arrangements increased by approximately $714 million from December 31, 2020 to December 31, 2021, which increased our debt interest expense year over year by $13.6 million.
We recognized payment-in-kind ("PIK") interest of $47.7 million, and $46.7 million for the years ended December 31, 2021 and 2020, respectively.
We recognized $1.5 million and $0.2 million pre-payment penalties and accelerated fees for the years ended December 31, 2021 and 2020, respectively.
Operations Related to Real Estate Owned
In 2017, we originated a $20.0 million junior mezzanine loan which was subordinate to: (i) a $110.0 million mortgage loan, and (ii) a $24.5 million senior mezzanine loan, secured by a full-service luxury hotel in Washington, D.C. On May 24,
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2021, we acquired legal title to the hotel through a deed-in-lieu of foreclosure and the criteria for held-for-sale classification in ASC Topic 360, "Property, Plant, and Equipment" were not met. The assets and liabilities related to the hotel were assumed at their estimated fair value at acquisition and presented net of accumulated depreciation and impairment charges. Results of operations from the hotel are comprised of operating revenue, expenses and real estate asset depreciation. As the real estate owned was acquired on May 24, 2021, $3.7 million of net loss from real estate owned is included in the consolidated statement of operations for year ended December 31, 2021.
Refer to "Note 5 - Real Estate Owned" for more information related to our impairment and realized losses on real estate owned.
Operating Expenses
General and administrative expenses
General and administrative expenses increased by $2.0 million for the year ended December 31, 2021 compared to the same period in 2020. The increase was primarily driven by a $1.2 million increase in general operating expenses, attributable to a one-time arrangement fee incurred in connection with an amendment to one of our senior secured term loans (refer to "Note 8 - Senior Secured Term Loans, Net" for further discussion) and an $0.8 million increase in non-cash restricted stock and RSU amortization related to shares of stock awarded under the LTIPs.
Management fees to related party
Management fee expense decreased by $1.6 million during the year ended December 31, 2021 compared to the same period in 2020. The decrease is primarily attributable to a decrease in our stockholders’ equity (as defined in the Management Agreement) as a result of our common stock repurchase of 14,832,632 shares during the year ended December 31, 2020.
Other income
Other income increased by $2.2 million during the year ended December 31, 2021 as compared to the same period in 2020 due to a $3.7 million shared appreciation fee related to a first mortgage loan secured by a portfolio of residential-for-rent assets located in the United States. This was partially offset by a decrease in interest income earned on our cash balance.
Realized loss on investments and Reversal of (provision for) loan losses - Specific CECL Allowance, net
On May 24, 2021, we purchased a $24.5 million senior mezzanine loan at par and acquired legal title to the underlying hotel through a deed-in-lieu of foreclosure. We assumed the hotel’s assets and liabilities (including the $110.0 million mortgage loan) and recorded an additional $10.0 million charge reflecting the difference between the fair value of the hotel’s net assets and the carrying amount of the loan. This $10.0 million loss on title assumption plus the previously recorded Specific CECL Allowance of $10.0 million represents a $20.0 million realized loss on investments.
Additionally, during the fourth quarter of 2021, we sold our interest in a subordinate loan secured by a mixed-use property with an outstanding principal of $41.9 million. We recorded a realized loss of approximately $0.8 million in connection with this sale. This $0.8 million in connection with the $20.0 million referenced above comprises the loss on investment in our consolidated statement of operations.
In addition to the $10.0 million Specific CECL Allowance realized on property discussed above, we reversed $20.0 million of previously recorded Specific CECL Allowance on a multifamily development loan located in Brooklyn, NY due to a more favorable market outlook as compared to when the allowance was taken. We recorded no additional Special CECL Allowances during the year ended December 31, 2021.
During the year ended December 31, 2020, we recorded $115.0 million of Specific CECL Allowances and impairments net of $13.0 million in reversals of previously recorded Specific CECL Allowances and impairments. Additional Specific CECL Allowances and impairments of $128.0 million were recorded on four loans, one of which had $47.0 million of previously recorded provisions for loan losses, related to adverse effects from COVID-19. Reversals represent $10.0 million in Specific CECL Allowances and $3.0 million in impairments to an equity position held in other assets in our consolidated balance sheet from the payoff of a loan.
The realized loss for the year ended December 31, 2020 is attributable to a $15.0 million realized loss in connection with a troubled debt restructuring ("TDR"), $11.0 million realized loss related to a loan recapitalization, $19.2 million realized loss as a result of loan sales or payoffs and $2.4 million realized loss from a foreclosure.
Realized losses and impairment on real estate owned
During the first quarter of 2021, our real estate owned, held for sale asset was reviewed for possible impairment due to a
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change in expected time to sell the asset. A $0.6 million impairment loss was recorded during the three months ended March 31, 2021, which was fully realized when the property was sold during the second quarter of 2021. Refer to "Note 5 - Real Estate Owned" for more information related to our impairment and realized losses on real estate owned.
Reversal of (provision for) loan losses - General CECL Allowance, net
Our General CECL Allowance decreased by $4.8 million during the year ended December 31, 2021 compared to an increase of $10.6 million during the same period in 2020. The decrease in General CECL Allowance recorded during 2021 was largely due to the improvement of projected macroeconomic conditions, as compared to those at the beginning of the COVID-19 pandemic, as well as the seasoning of our loan portfolio. Comparatively, the $10.6 million increase in General CECL Allowance which was recorded from initial adoption on January 1, 2020 to December 31, 2020, was driven by an increase in our view of the remaining expected term of our loan portfolio, as well as the macroeconomic outlook resulting from the COVID-19 pandemic.
Refer to "Note 2 - Summary of Significant Accounting Policies" and "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional information related to our General CECL Allowance.
Foreign currency gain (loss) and gain (loss) on derivative instruments
We use forward currency contracts to economically hedge interest and principal payments due under our loans denominated in currencies other than USD. When foreign currency gain and (loss) on derivative instruments are evaluated on a combined basis, the net impact for the years ended December 31, 2021 and 2020 was $10.0 million and $17.2 million, respectively, of gain.
During the year ended December 31, 2020 there was a significant fall in USD foreign exchange rates, caused by COVID-19, which increased our unrealized gain from hedges on our future expected interest cash flows. As hedges on our future expected interest cash flows have no offset in foreign currency gain (loss) it caused the large balance noted above. Similarly the USD foreign exchange rates decreased during 2021 and so the interest cash flow hedges increased in value with no offset in foreign currency gain (loss).
Gain (loss) on interest rate hedges
In May 2019, we entered into a $500.0 million senior secured term loan (the "2026 Term Loan"). During the second quarter of 2020, we entered into a three-year interest rate cap to cap LIBOR at 0.75%. This effectively limits the maximum all-in coupon on our 2026 Term Loan to 3.50%. During the years ended December 31, 2021 and 2020, the interest rate cap had an unrealized gain (loss) of $1.3 million and $0.1 million, respectively.
We previously used an interest rate swap to manage exposure to variable cash flows on portions of our borrowings under our 2026 Term Loan. The interest rate swap agreement allowed us to receive a variable rate cash flow based on LIBOR and
pay a fixed rate cash flow. During the year ended December 31, 2020 we recognized a net loss of $39.4 million on an interest rate swap, consisting of a realized loss of $53.9 million, and unrealized gain of $14.5 million. During the second quarter of 2020, we terminated this interest rate swap.
Subsequent Events
Refer to "Note 20 - Subsequent Events" to the accompanying consolidated financial statements for disclosure regarding significant transactions that occurred subsequent to December 31, 2021.
Contractual Obligations, Liquidity, and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to fund and maintain our assets and operations, repay borrowings, make distributions to our stockholders and other general business needs. We utilize various sources of cash in order to meet our liquidity needs in the next twelve months, which is considered the short-term, and the longer term.
Our current debt obligations consist of $1.9 billion, at face value, of corporate debt and $4.2 billion of asset specific financings. Our corporate debt includes $785.3 million of term loan borrowings, $500.0 million of senior secured notes, and $575.0 million of convertible notes, of which $345.0 million mature in August 2022. Our asset specific financings are generally tied to the underlying loans and we anticipate repayments of $987.8 million of secured debt arrangements in the short term. Specifics about our secured debt arrangements and corporate debt maturities and obligations are discussed below.
In addition to our debt obligations, as of December 31, 2021, we had $1.4 billion of unfunded loan commitments. We
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expect that approximately $689 million will be funded to existing borrowers in the short term.
We have various sources of liquidity that we are able to use in order to satisfy our short and long term obligations. As of December 31, 2021 we had $343.1 million of cash on hand. As of December 31, 2021 we also held approximately $1.9 billion of unencumbered assets, consisting of $1.1 billion of senior mortgages and $856.0 million of mezzanine loans. Depending on market conditions, we may utilize additional borrowings as a source of cash, which may also include additional secured debt arrangements as well as other borrowings or conduct additional public and private debt and equity offerings.
We maintain policies relating to our use of leverage. See "Leverage Policies" below. In the future, we may seek to raise further equity or debt capital or engage in other forms of borrowings in order to fund future investments or to refinance expiring indebtedness.
We generally intend to hold our assets for investment, although we may sell certain of our investments in order to manage our interest rate risk and liquidity needs, meet other operating objectives and adapt to market conditions.
To maintain our qualification as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. These distribution requirements limit our ability to retain earnings and replenish or increase capital for operations.
We additionally have interests in two unconsolidated joint ventures, each of which owns underlying properties that secure one of our first mortgage loans, respectively and are accounted for as off-balance-sheet arrangements. The unconsolidated joint ventures were deemed to be Variable Interest Entities ("VIEs"), of which we are not the primary beneficiary. Accordingly, the VIEs are not consolidated in our consolidated financial statements as of December 31, 2021. Our maximum exposure to loss from these commercial mortgage loans is limited to their carrying value, which as of December 31, 2021 was $227.3 million. Although there is risk of loss we have no contractual obligation to fund any additional capital into the joint ventures.
Borrowings Under Various Financing Arrangements
The table below summarizes the outstanding balances and maturities for our various financing arrangements:
| December 31, 2021 | December 31, 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Borrowings Outstanding(1) | Maturity (2) | Borrowings Outstanding(1) | Maturity (2) | ||||||||
| Secured credit facilities | $ | 2,256,646 | October 2025 | $ | 2,591,937 | November 2023 | |||||
| Barclays Private Securitization | 1,902,684 | August 2024 | 857,728 | September 2023 | |||||||
| Total Secured debt arrangements | 4,159,330 | 3,449,665 | |||||||||
| Senior secured term loans | 785,250 | January 2027 | 492,500 | May 2026 | |||||||
| Senior secured notes | 500,000 | June 2029 | — | ||||||||
| Convertible senior notes | 575,000 | February 2023 | 575,000 | February 2023 | |||||||
| Total Borrowings | $ | 6,019,580 | $ | 4,517,165 |
———————
(1)Borrowings Outstanding represent principal balances as of the respective reporting periods.
(2)Maturity dates represent weighted average maturities based on borrowings outstanding and assumes extensions at our option are exercised with consent of financing providers, where applicable.
Secured Credit Facilities
As of December 31, 2021, we had entered into six secured credit facilities through wholly-owned subsidiaries entered into through various secured debt arrangements. Terms under various master repurchase agreements vary by secured credit facility.
Refer to Note 7 - Secured Debt Arrangements, Net of our Consolidated Financial Statements for additional disclosure regarding our secured credit facilities.
Barclays Private Securitization
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In June 2020, through a newly formed entity, we entered into a private securitization with Barclays Bank plc, of which Barclays Bank plc retained $782.0 million of senior notes (the "Barclays Private Securitization"). The Barclays Private Securitization finances the loans that were previously financed under the Barclays Facility - GBP/EUR. During the fourth quarter of 2021, we pledged two additional commercial mortgage loans with outstanding principal balances of $227.4 million (£165.0 million assuming conversion into USD) and $187.4 million (kr1.6 billion assuming conversion into USD) as of . During the quarter ended June 30, 2021, we pledged an additional commercial mortgage loan with an outstanding principal balance of $281.7 million (€237.6 million assuming conversion into USD), and pledged additional collateral of a financed loan of $114.7 million (kr1.0 billion assuming conversion into USD).
As of December 31, 2021, we had $1.9 billion (£960.2 million, €328.9 million, and kr2.1 billion assuming conversion into USD) of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.
Refer to "Note 7 - Secured Debt Arrangements, Net" of our Consolidated Financial Statements for additional disclosure regarding our Barclays Private Securitization.
Senior Secured Term Loans
In May 2019, we entered into the $500.0 million senior secured term loan (the "2026 Term Loan"). During the year ended December 31, 2021, we repaid $5.0 million of principal related to the 2026 Term Loan. The 2026 Term Loan bears interest at LIBOR plus 2.75%, was issued at a price of 99.5%, and matures in May 2026.
In March 2021, we entered into the $300.0 million senior secured term loan (the "2028 Term Loan" and, together with the 2026 Term Loan, the "Term Loans"). During the year ended December 31, 2021, we repaid $2.3 million of principal related to the 2028 Term Loan. The 2028 Term Loan bears interest at LIBOR (with a floor of 0.50%) plus 3.50%, was issued at a price of 99.0%, and matures in March 2028.
The outstanding Term Loans principal balance as of December 31, 2021 and 2020 was $785.3 million and $492.5 million, respectively. The Term Loans contain restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities. During the fourth quarter of 2021, we modified the financial covenants of the Term Loans which included the following: (i) increased our maximum ratio of total recourse debt to tangible net worth from 3:1 to 4:1, (ii) increased our maximum ratio of total unencumbered assets to total pari-passu indebtedness from 1.25:1 to 2.50:1, and (iii) the unencumbered asset definition was also amended to include residual repo equity. In conjunction with the modification, we incurred $5.2 million in fees, $3.9 million of which were consent fees paid to borrowers recorded as deferred financing costs and $1.3 million of arrangement fees paid to the Term Loan arranger recorded as general and administrative expenses. We were in compliance with the applicable covenants as of December 31, 2021 and December 31, 2020.
Senior Secured Notes
In June 2021, we issued $500.0 million of 4.625% Senior Secured Notes due 2029 (the "2029 Notes"), for which we received net proceeds of $495.0 million, after offering expenses. The 2029 Notes will mature on June 15, 2029, unless earlier repurchased or redeemed. The 2029 Notes are secured by a first-priority lien, and rank pari passu in right of payment with all of our existing and future first lien obligations, including indebtedness under the Term Loans. The 2029 Notes were issued at par and contain covenants relating to liens, indebtedness, and investments in non-wholly owned entities.
As of December 31, 2021, the 2029 Notes had a carrying value of $494.1 million net of deferred financing costs of $5.9 million. The 2029 Notes require that we maintain a ratio of total unencumbered assets to total pari-passu indebtedness of at least 1.20:1. We were in compliance with this covenant as of December 31, 2021.
Convertible Senior Notes
In two separate offerings during 2017, we issued an aggregate principal amount of $345.0 million of 4.75% Convertible Senior Notes due 2022, for which we received $337.5 million, after deducting the underwriting discount and offering expenses. At December 31, 2021, the 2022 Notes had a carrying value of $343.1 million and an unamortized discount of $1.9 million.
During the fourth quarter of 2018, we issued $230.0 million of 5.375% Convertible Senior Notes due 2023, for which we received $223.7 million after deducting the underwriting discount and offering expenses. At December 31, 2021, the 2023 Notes had a carrying value of $226.9 million and an unamortized discount of $3.1 million.
Debt Covenants
The guarantees related to our secured debt arrangements contain the following financial covenants: (i) tangible net worth must be greater than $1.25 billion plus 75% of the net cash proceeds of any equity issuance after March 31, 2017 (ii) our ratio
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of total indebtedness to tangible net worth cannot be greater than 3.75:1; and (iii) our liquidity cannot be less than an amount equal to the greater of 5% of total recourse indebtedness or $30.0 million. Under these covenants, our General CECL Allowance is added back to our tangible net worth calculation.
We were in compliance with the covenants under each of our secured debt arrangements at December 31, 2021 and December 31, 2020.
Debt-to-Equity Ratio
The following table presents our debt-to-equity ratio:
| December 31, 2021 | December 31, 2020 | ||
|---|---|---|---|
| Debt to Equity Ratio (1) | 2.4 | 1.8 |
———————
(1)Represents total debt less cash and loan proceeds held by servicer (recorded with Other Assets, see "Note 6 - Other Assets" for more information) to total stockholders' equity.
Leverage Policies
We use leverage for the sole purpose of financing our portfolio and not for the purpose of speculating on changes in interest rates. In addition to our secured debt arrangements and senior secured term loan, we access additional sources of borrowings. Our charter and bylaws do not limit the amount of indebtedness we can incur; however, we are subject to and carefully monitor the limits placed on us by our credit providers and those that assign ratings on our company.
At December 31, 2021, our debt-to-equity ratio was 2.4 and our portfolio was comprised of $7.0 billion of commercial mortgage loans and $0.8 billion of subordinate loans and other lending assets. In order to achieve our return on equity, we generally finance our mortgage loans with 2.0 to 3.0 turns of leverage and generally do not finance our subordinate loan portfolio given built-in inherent structural leverage. Consequently, depending on our portfolio mix, our debt-to-equity ratio may exceed our previously disclosed thresholds.
Investment Guidelines
Our current investment guidelines, approved by our board of directors, are comprised of the following:
•no investment will be made that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes;
•no investment will be made that would cause us to register as an investment company under the 1940 Act;
•investments will be predominantly in our target assets;
•no more than 20% of our cash equity (on a consolidated basis) will be invested in any single investment at the time of the investment; and
•until appropriate investments can be identified, the Manager may invest the proceeds of any offering in interest bearing, short-term investments, including money market accounts and/or funds, that are consistent with our intention to qualify as a REIT.
The board of directors must approve any change in or waiver to these investment guidelines.
Dividends
We intend to continue to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Any distributions we make are at the discretion of our board of directors and depend upon, among other things, our actual results of operations. These results and our ability to pay distributions are affected by various factors, including the net interest and other income from our portfolio, our operating expenses and any other expenditures. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.
The following table details our dividend activity:
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| Years ended | |||
|---|---|---|---|
| Dividends declared per share of: | December 31, 2021 | December 31, 2020 | |
| Common Stock(1) | $1.40 | $1.45 | |
| Series B Preferred Stock | 1.00 | 2.00 | |
| Series B-1 Preferred Stock | 0.90 | N/A |
———————
(1)As our aggregate 2021 distributions did not exceeded our 2021 earnings and profits, $0.1055 of the January 2022 distribution declared in the fourth quarter of 2021, and payable to common stockholders of record as of December 31, 2021, will be treated as a 2021 distribution for U.S. federal income tax purposes.
On July 15, 2021, we exchanged all 6,770,393 shares outstanding of our 8.00% Fixed-to-Floating Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share ("Series B Preferred Stock"), with a liquidation preference of $25.00 per share, for 6,770,393 shares of 7.25% Series B-1 Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share ("Series B-1 Preferred Stock"), with a liquidation preference of $25.00 per share, pursuant to an exchange agreement with the two existing shareholders.
The Series B Preferred Stock entitled holders to receive dividends at a rate per annum equal to the greater of (a) 8.00% and (b) a floating rate equal to the 3-month LIBOR rate as calculated on each applicable date of determination plus 6.46% of the $25.00 liquidation preference, and paid cumulative cash dividends, which were payable quarterly in equal amounts in arrears on the 15th day of each January, April, July and October.
As of December 31, 2021, we had 6,770,393 shares of Series B-1 Preferred Stock outstanding. The Series B-1 Preferred Stock pay cumulative cash dividends, which are payable quarterly in equal amounts in arrears on the 15th day of each January, April, July and October: at a rate of 7.25% per annum of the $25.00 per share liquidation preference. Except under certain limited circumstances, the Series B-1 Preferred Stock is generally not convertible into or exchangeable for any other property or any other of our securities at the election of the holders. On and after July 15, 2026, we may, at our option, redeem the shares at a redemption price of $25.00, plus any accrued unpaid dividends to, but not including, the date of the redemption.
Non-GAAP Financial Measures
Distributable Earnings
Beginning in the fourth quarter of 2020 to more appropriately reflect the principal purpose of the measure, "Operating Earnings" was relabeled "Distributable Earnings", a non-GAAP financial measure. The definition continues to be 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 (including depreciation and amortization related to real estate owned) 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 the Convertible Notes to stockholders’ equity in accordance with GAAP, and (vi) provision for loan losses. Distributable Earnings may also be adjusted to exclude certain other non-cash items, as determined by the Manager and approved by a majority of our independent directors. For year ended December 31, 2021, our Distributable Earnings were $188.7 million, or $1.33 per share, as compared to $125.6 million, or $0.84 per share, for the prior year.
The weighted-average diluted shares outstanding used for Distributable 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 Convertible Notes. Consistent with the treatment of other unrealized adjustments to Distributable Earnings, these potentially issuable shares are excluded until a conversion occurs, which we believe is a useful presentation for investors. We believe that excluding shares issued in connection with a potential conversion of the Convertible Notes from our computation of Distributable Earnings per weighted average diluted share is useful to investors for various reasons, including the following: (i) conversion of Convertible Notes to shares requires both the holder of a note to elect to convert the Convertible Note and for us to elect to settle the conversion in the form of shares (ii) future conversion decisions by note holders will be based on our stock price in the future, which is presently not determinable; (iii) the exclusion of shares issued in connection with a potential conversion of the Convertible Notes from the computation of Distributable Earnings per weighted-average diluted share is consistent with how we treat other unrealized items in our computation of Distributable Earnings per weighted-average diluted share; and (iv) we believe that when evaluating our operating performance, investors and potential investors consider our Distributable Earnings relative to our actual distributions, which are based on shares outstanding and not shares that might be issued in the future.
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For year ended December 31, 2021, 28,533,271 weighted-average potentially issuable shares with respect to the Convertible Notes were included in the dilutive earnings per share denominator. For year ended December 31, 2020, all of the potentially issuable shares with respect to the Convertible Notes were excluded from the calculation of diluted net loss per share because the effect was anti-dilutive. Refer to "Note 19 - Net Income (Loss) per Share" for further discussion.
The table below summarizes the reconciliation from weighted-average diluted shares under GAAP to the weighted-average diluted shares used for Distributable Earnings ($ in thousands, except Price):
| Year ended December 31, | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Weighted-Averages | Shares | Shares | ||
| Diluted shares - GAAP | 168,402,515 | 148,004,385 | ||
| Potential shares issued under conversion of the Convertible Notes | (28,533,271) | — | ||
| Unvested RSUs | 2,456,409 | 2,030,467 | ||
| Diluted shares - Distributable Earnings | 142,325,653 | 150,034,852 |
As a REIT, U.S. federal income tax law generally requires us to distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons stockholders invest in a REIT, we generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Distributable Earnings is a key factor considered by the board of directors in setting the dividend and as such we believe Distributable Earnings is useful to investors.
As discussed in "Note 11 - Derivatives" we terminated our interest rate swap, which we used to manage exposure to variable cash flows on our borrowings under our senior secured term loan, in the second quarter of 2020 and recorded a realized loss in our consolidated statement of operations. We have not had an interest rate swap on our consolidated balance sheet since this termination. In addition, as discussed in "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net," we recorded a net realized loss on the sale of one of our subordinate loans during the year ended December 31, 2021 and a net realized loss on the sale of seven of our commercial real estate loans, two restructurings, one payoff of a previously impaired loan, and one foreclosure during 2020.
We also believe it is useful to our investors to present Distributable Earnings prior to realized losses and impairments on real estate owned, investments and interest rate swap to reflect our operating results because (i) our operating results are primarily comprised of earning interest income on our investments net of borrowing and administrative costs, which comprise our ongoing operations and (ii) it has been a useful factor related to our dividend per share because it is one of the considerations when a dividend is determined. We believe that our investors use Distributable Earnings and Distributable Earnings prior to realized losses and impairments on real estate owned, investments and interest rate swap, or a comparable supplemental performance measure, to evaluate and compare the performance of our company and our peers.
A significant limitation associated with Distributable Earnings as a measure of our financial performance over any period is that it excludes unrealized gains (losses) from investments. In addition, our presentation of Distributable Earnings may not be comparable to similarly-titled measures of other companies, that use different calculations. As a result, Distributable Earnings should not be considered as a substitute for our GAAP net income as a measure of our financial performance or any measure of our liquidity under GAAP. Distributable Earnings are reduced for realized losses on loans which include losses that management believes are near certain to be realized.
The table below summarizes the reconciliation from net income available to common stockholders to Distributable Earnings and Distributable Earnings prior to realized losses and impairments on real estate owned, investments and interest rate swap ($ in thousands):
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| Year ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||
| Net income available to common stockholders | $ | 210,551 | $ | 4,837 | ||||||
| Adjustments: | ||||||||||
| Equity-based compensation expense | 17,633 | 16,815 | ||||||||
| Unrealized gain on interest rate swap | — | (14,470) | ||||||||
| (Gain) Loss on foreign currency forwards | (41,674) | 9,743 | ||||||||
| Foreign currency (gain) loss, net | 31,687 | (26,916) | ||||||||
| Unrealized gain on interest rate cap | (1,314) | (134) | ||||||||
| Realized gains (losses) relating to interest income on foreign currency hedges, net | (1,342) | 1,945 | ||||||||
| Realized gains relating to forward points on foreign currency hedges, net | 1,994 | 5,088 | ||||||||
| Amortization of the convertible senior notes related to equity reclassification | 3,272 | 3,084 | ||||||||
| Depreciation and amortization on real estate owned | 2,645 | — | ||||||||
| Provision for (reversal of) loan losses and impairments | (34,773) | 125,600 | ||||||||
| Realized losses and impairments on real estate owned and investments | 21,317 | 47,632 | ||||||||
| Realized loss on interest rate swap | — | 53,851 | ||||||||
| Total adjustments: | (555) | 222,238 | ||||||||
| Distributable Earnings prior to realized losses and impairments on real estate owned, investments, and interest rate swap | $ | 209,996 | $ | 227,075 | ||||||
| Realized losses and impairments on real estate owned and investments | $ | (21,317) | $ | (47,632) | ||||||
| Realized loss on interest rate swap | — | (53,851) | ||||||||
| Distributable Earnings | $ | 188,679 | $ | 125,592 | ||||||
| Diluted Distributable Earnings per share prior to realized losses and impairments on real estate owned, investments, and interest rate swap | $ | 1.48 | $ | 1.51 | ||||||
| Diluted Distributable Earnings per share of common stock | $ | 1.33 | $ | 0.84 | ||||||
| Weighted-average diluted shares - Distributable Earnings | 142,325,653 | 150,034,852 |
Book Value Per Share
The table below calculates our book value per share ($ in thousands, except per share data):
| December 31, 2021 | December 31, 2020 | |||||
|---|---|---|---|---|---|---|
| Stockholders' Equity | $ | 2,294,626 | $ | 2,270,529 | ||
| Series B Preferred Stock (Liquidation Preference) | — | (169,260) | ||||
| Series B-1 Preferred Stock (Liquidation Preference) | $ | (169,260) | $ | — | ||
| Common Stockholders' Equity | $ | 2,125,366 | $ | 2,101,269 | ||
| Common Stock | 139,894,060 | 139,295,867 | ||||
| Book value per share | $ | 15.19 | $ | 15.08 |
The table below shows the changes in our book value per share:
| Book value per share | ||
|---|---|---|
| Book value per share at December 31, 2020 | $ | 15.08 |
| General CECL Allowance | 0.30 |
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| Book value per share at December 31, 2020 prior to General CECL Allowance | $ | 15.38 |
|---|---|---|
| Earnings in excess of dividends | 0.08 | |
| Net reversal of Specific CECL Allowance | 0.07 | |
| Net unrealized gain on currency hedges | 0.04 | |
| Other | (0.02) | |
| Vesting and delivery of RSUs | (0.08) | |
| Book value per share at December 31, 2021 prior to General CECL Allowance and depreciation and amortization | $ | 15.47 |
| General CECL Allowance and depreciation and amortization | (0.28) | |
| Book value per share at December 31, 2021 | $ | 15.19 |
We believe that presenting book value per share with sub-totals prior to the CECL Allowances and depreciation and amortization is useful for investors for various reasons, including, among other things, analyzing our compliance with financial covenants related to tangible net worth and debt-to-equity under our secured debt arrangements and senior secured term loan, which permit us to add the General CECL Allowance to our GAAP stockholders' equity. Given that our lenders consider book value per share prior to the General CECL Allowance as an important metric related to our debt covenants, we believe disclosing book value per share prior to the General CECL Allowance is important to investors such that they have the same visibility. We further believe that presenting book value before depreciation and amortization is useful to investors since it is a non-cash expense included in net income and is not representative of our core business and ongoing operations.
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