Apollo Commercial Real Estate Finance Inc
For the period ended Mar 31, 2024. Filed Apr 29, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed Apr 29, 2024
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Item 1. Financial Statements
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands—except share data)
| March 31, 2024 | December 31, 2023 | |
|---|---|---|
| Assets: | ||
| Cash and cash equivalents | $161,190 | $225,438 |
| Commercial mortgage loans, net(1)(3) | 7,846,460 | 7,925,359 |
| Subordinate loans, net(2)(3) | 303,965 | 432,734 |
| Commercial mortgage loan, held for sale(4) | 135,465 | — |
| Real estate owned, held for investment, net(5) (net of $16,254 and $10,404 accumulated depreciation in 2024 and 2023, respectively) | 627,099 | 519,498 |
| Other assets | 103,529 | 85,623 |
| Derivative assets, net | 47,284 | 29,425 |
| Assets related to real estate owned, held for sale | — | 78,653 |
| Total Assets | $9,224,992 | $9,296,730 |
| Liabilities and Stockholders' Equity | ||
| Liabilities: | ||
| Secured debt arrangements, net | $5,596,967 | $5,538,476 |
| Senior secured term loans, net | 757,912 | 759,150 |
| Senior secured notes, net | 495,835 | 495,637 |
| Accounts payable, accrued expenses and other liabilities(6) | 155,542 | 120,334 |
| Debt related to real estate owned, held for investment, net | 161,878 | 161,562 |
| Payable to related party | 9,423 | 9,553 |
| Liabilities related to real estate owned, held for sale | — | 3,285 |
| Total Liabilities | 7,177,557 | 7,087,997 |
| Commitments and Contingencies (see Note 18) | ||
| Stockholders' Equity: | ||
| Preferred stock, $0.01 par value, 50,000,000 shares authorized, Series B-1, 6,770,393 shares issued and outstanding ($169,260 liquidation preference) in 2024 and 2023 (see Note 17) | 68 | 68 |
| Common stock, $0.01 par value, 450,000,000 shares authorized, 142,096,715 and 140,595,995 shares issued and outstanding in 2024 and 2023, respectively | 1,421 | 1,414 |
| Additional paid-in-capital | 2,724,395 | 2,727,488 |
| Accumulated deficit | (678,449) | (520,237) |
| Total Stockholders' Equity | 2,047,435 | 2,208,733 |
| Total Liabilities and Stockholders' Equity | $9,224,992 | $9,296,730 |
(1)Includes $7,642,848 and $7,705,491 pledged as collateral under secured debt arrangements in 2024 and 2023, respectively.
(2)Includes $246,725 and $232,991 pledged as collateral under secured debt arrangements in 2024 and 2023, respectively.
(3)Net of $367,558 and $219,482 CECL Allowances comprised of $335,000 and $193,000 Specific CECL Allowance and $32,558 and $26,482 General CECL Allowance in 2024 and 2023, respectively.
(4)Includes $135,465 pledged as collateral under secured debt arrangements in 2024.
(5)Includes $154,048 pledged as collateral under secured debt arrangements in 2024 and 2023.
(6)Includes $3,625 and $4,017 of General CECL Allowance related to unfunded commitments on commercial mortgage loans and subordinate loans, net in 2024 and 2023, respectively.
Condensed Consolidated Statement of Operations (Unaudited)
(in thousands—except share and per share data)
| Three months ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Net interest income: | ||
| Interest income from commercial mortgage loans | $183,716 | $166,147 |
| Interest income from subordinate loans and other lending assets | 849 | 9,707 |
| Interest expense | (127,887) | (104,868) |
| Net interest income | $56,678 | $70,986 |
| Revenue from real estate owned operations | 23,857 | 16,131 |
| Total net revenue | $80,535 | $87,117 |
| Operating expenses: | ||
| General and administrative expenses (includes equity-based compensation of $4,188 and $4,358 in 2024 and 2023, respectively) | $(7,373) | $(7,015) |
| Management fees to related party | (9,421) | (9,517) |
| Operating expenses related to real estate owned | (19,893) | (14,006) |
| Depreciation and amortization on real estate owned | (4,656) | (3,986) |
| Total operating expenses | $(41,343) | $(34,524) |
| Other income, net | $570 | $732 |
| Increase in current expected credit loss allowance, net | (147,684) | (4,390) |
| Foreign currency translation gain (loss) | (19,563) | 18,634 |
| Gain (loss) on foreign currency forward contracts (includes unrealized gains (losses) of $18,053 and $(35,851) in 2024 and 2023 respectively) | 23,398 | (14,135) |
| Gain (loss) on interest rate hedging instruments (includes unrealized gains (losses) of $(194) and $(4,813) 2024 and 2023 respectively) | 356 | (107) |
| Valuation allowance, commercial mortgage loan held for sale | (679) | — |
| Net realized loss on investments | — | (4,624) |
| Gain on extinguishment of debt | — | 213 |
| Net income (loss) before taxes | $(104,410) | $48,916 |
| Income tax provision | (114) | — |
| Net income (loss) | $(104,524) | $48,916 |
| Preferred dividends | (3,068) | (3,068) |
| Net income (loss) available to common stockholders | $(107,592) | $45,848 |
| Net income (loss) per share of common stock: | ||
| Basic | $(0.76) | $0.32 |
| Diluted | $(0.76) | $0.32 |
| Basic weighted-average shares of common stock outstanding | 141,869,604 | 141,072,471 |
| Diluted weighted-average shares of common stock outstanding | 141,869,604 | 155,483,979 |
| Dividend declared per share of common stock | $0.35 | $0.35 |
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited)
(in thousands—except share and per share data)
| Preferred Stock · Common Stock · AdditionalPaid-In-Capital · AccumulatedDeficit · Total | |||||||
|---|---|---|---|---|---|---|---|
| Shares · Par · Shares · Par | |||||||
| Balance at January 1, 2024 | 6,770,393 | $68 | 141,358,605 | $1,414 | $2,727,488 | $(520,237) | $2,208,733 |
| Capital increase (decrease) related to Equity Incentive Plan | — | — | 738,110 | 7 | (3,093) | — | (3,086) |
| Net loss | — | — | — | — | — | (104,524) | (104,524) |
| Dividends declared on preferred stock - $0.45 per share | — | — | — | — | — | (3,068) | (3,068) |
| Dividends declared on common stock and RSUs - $0.35 per share | — | — | — | — | — | (50,620) | (50,620) |
| Balance at March 31, 2024 | 6,770,393 | $68 | 142,096,715 | $1,421 | $2,724,395 | $(678,449) | $2,047,435 |
| Preferred Stock · Common Stock · AdditionalPaid-In-Capital · AccumulatedDeficit · Total | |||||||
|---|---|---|---|---|---|---|---|
| Shares · Par · Shares · Par | |||||||
| Balance at January 1, 2023 | 6,770,393 | $68 | 140,595,995 | $1,406 | $2,716,907 | $(363,877) | $2,354,504 |
| Capital increase (decrease) related to Equity Incentive Plan | — | — | 670,044 | 7 | (2,352) | — | (2,345) |
| Net income | — | — | — | — | — | 48,916 | 48,916 |
| Dividends declared on preferred stock - $0.45 per share | — | — | — | — | — | (3,068) | (3,068) |
| Dividends declared on common stock and RSUs - $0.35 per share | — | — | — | — | — | (50,446) | (50,446) |
| Balance at March 31, 2023 | 6,770,393 | $68 | 141,266,039 | $1,413 | $2,714,555 | $(368,475) | $2,347,561 |
Condensed Consolidated Statement of Cash Flows (Unaudited)
(in thousands)
| For the three months ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Cash flows from operating activities: | ||
| Net income (loss) | $(104,524) | $48,916 |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
| Amortization of discount/premium and payment-in-kind interest | (6,716) | (10,012) |
| Amortization of deferred financing costs | 4,027 | 3,807 |
| Equity-based compensation | 4,188 | 4,358 |
| Increase in current expected credit loss allowance, net | 147,684 | 4,390 |
| Valuation allowance, commercial mortgage loan held for sale | 679 | — |
| Foreign currency (gain) loss | 20,881 | (1,525) |
| Unrealized loss (gain) on foreign currency contracts | (18,053) | 35,851 |
| Unrealized loss on interest rate hedging instruments | 194 | 4,813 |
| Depreciation and amortization on real estate owned | 4,656 | 3,986 |
| Gain on extinguishment of debt | — | (213) |
| Net realized loss (gain) on investment | — | 4,624 |
| Changes in operating assets and liabilities: | ||
| Proceeds received from payment-in-kind interest | — | 3,573 |
| Other assets | (12,575) | 1,012 |
| Accounts payable, accrued expenses and other liabilities | 12,532 | 6,864 |
| Payable to related party | (130) | (194) |
| Net cash provided by operating activities | $52,843 | $110,250 |
| Cash flows from investing activities: | ||
| New funding of commercial mortgage loans | — | (181,017) |
| Add-on funding of commercial mortgage loans | (308,032) | (76,421) |
| Add-on funding of subordinate loans | (13,734) | (37,400) |
| Proceeds received from the repayment and sale of commercial mortgage loans | 168,526 | 435,442 |
| Proceeds received from the repayment of subordinate loans and other lending assets | 102 | 6,611 |
| Origination and exit fees received on commercial mortgage loans, and subordinate loans, net | 4,346 | 4,290 |
| Increase (decrease) in collateral related to derivative contracts, net | 20,020 | (50,830) |
| Capital expenditures on real estate assets | (37,901) | (14,131) |
| Cash received from hotel title assumption | — | 569 |
| Net cash provided by (used in) investing activities | $(166,673) | $87,113 |
| Cash flows from financing activities: | ||
| Proceeds from secured debt arrangements | 548,557 | 173,919 |
| Repayments of secured debt arrangements | (433,604) | (191,681) |
| Repayments of senior secured term loan principal | (2,000) | (2,000) |
| Repayments and repurchases of convertible notes | — | (6,877) |
| Payment of deferred financing costs | (3,454) | (5,873) |
| Payment of withholding tax on RSU delivery | (7,274) | (6,703) |
| Dividends on common stock | (50,839) | (50,643) |
| Dividends on preferred stock | (3,068) | (3,068) |
| Net cash provided by (used in) financing activities | $48,318 | $(92,926) |
Condensed Consolidated Statement of Cash Flows (Continued)
(in thousands)
| For the three months ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Net increase (decrease) in cash and cash equivalents, including cash classified within assets related to real estate owned, held for sale | $(65,512) | $104,437 |
| Decrease (increase) in cash classified within assets related to real estate owned, held for sale | 577 | 5,677 |
| Net increase (decrease) in cash and cash equivalents | $(64,935) | $110,114 |
| Cash and cash equivalents beginning of period | 225,438 | 222,030 |
| Effects of foreign currency translation on cash and cash equivalents | 687 | (611) |
| Cash and cash equivalents end of period | $161,190 | $331,533 |
| Supplemental disclosure of cash flow information: | ||
| Interest paid | $116,463 | $89,983 |
| Supplemental disclosure of non-cash financing activities: | ||
| Dividend declared, not yet paid | $53,688 | $53,514 |
| Change in participation sold | — | (25,130) |
| Change in loan proceeds held by servicer | 1,624 | (2,327) |
| Assumption of real estate | — | 75,000 |
| Assumption of other assets related to real estate owned | — | 2,827 |
| Assumption of accounts payable, accrued expenses and other liabilities related to real estate owned | — | (3,396) |
| Transfer of assets related to real estate owned, held for sale to assets related to real estate owned held for investment, net | 70,688 | 151,676 |
| Transfer of assets related to real estate owned, held for sale to other assets | 2,280 | 4,357 |
| Transfer of liabilities related to real estate owned, held for sale to accounts payable, accrued expenses and other liabilities | 3,937 | 7,163 |
| Transfer of commercial mortgage loan to commercial mortgage loan, held for sale | 135,465 | — |
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 –Organization
Apollo Commercial Real Estate Finance, Inc. (together with its consolidated subsidiaries, is referred to throughout this report as the "Company," "ARI," "we," "us" and "our") is a corporation that has elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes and primarily originates, acquires, invests in and manages 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 were formed in Maryland on June 29, 2009, commenced operations on September 29, 2009 and are externally managed and advised by ACREFI Management, LLC (the "Manager"), an indirect subsidiary of Apollo Global Management, Inc. (together with its subsidiaries, "Apollo").
We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2009. To maintain our tax qualification as a REIT, we are required to distribute at least 90% of our taxable income, excluding net capital gains, to stockholders and meet certain other asset, income, and ownership tests.
Note 2 –Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements include our accounts and those of our consolidated subsidiaries. All intercompany amounts have been eliminated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our most significant estimates include current expected credit loss ("CECL") allowances. Actual results may differ from estimates.
These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the "SEC"). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly our financial position, results of operations and cash flows have been included. Our results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year or any other future period.
We currently operate inone reporting segment.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU 2023-07 intends to improve reportable segment disclosure requirements, enhance interim disclosure requirements and provide new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods with fiscal years beginning after December 15, 2024. ASU 2023-07 is to be adopted retrospectively to all prior periods presented. We are currently assessing the impact this guidance will have on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 intends to improve the transparency of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. We are currently assessing the impact of this guidance, however, we do not expect a material impact to our consolidated financial statements.
Reference Rate Reform
In response to concerns about structural risks of interbank offered rates, including the London Interbank Offered Rate ("LIBOR"), regulators and market participants in various jurisdictions have undertaken efforts, generally referred to as reference rate reform, to eliminate certain reference rates, and introduce new reference rates that are based on a larger and more liquid population of observable transactions. As of December 31, 2023, all our floating rate loans and related financings have transitioned to the applicable replacement benchmark rate or reference a benchmark rate.
Note 3 –Fair Value Disclosure
GAAP establishes a hierarchy of valuation techniques based on the observability of the inputs utilized in measuring financial instruments at fair value. Market-based or observable inputs are the preferred source of values, followed by valuation models using management's assumptions in the absence of market-based or observable inputs. The three levels of the hierarchy as noted in Accounting Standards Codification, "Fair Value Measurements and Disclosures" ("ASC 820") are described below:
Level I — Quoted prices in active markets for identical assets or liabilities.
Level II — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level III — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used.
While we anticipate that our valuation methods are appropriate and consistent with valuation methods used by other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. We use inputs that are current as of the measurement date, which may include periods of market dislocation, during which price transparency may be reduced.
The fair values of foreign exchange ("Fx") forwards are determined by comparing the contracted forward exchange rate to the current market exchange rate. The current market exchange rates are determined by using market spot rates, forward rates and interest rate curves for the underlying countries. Our Fx forwards are classified as Level II in the fair value hierarchy.
The fair value of our interest rate cap is determined by using the market standard methodology of discounting the future expected cash receipts that occur when variable interest rates rise above the strike rate of the interest rate cap. The variable interest rates used in the calculation of projected receipts on the interest rate cap are based on a third-party expert's expectation of future interest rates derived from observable market interest rate curves and volatility. Our interest rate caps are classified as Level II in the fair value hierarchy and manage our exposure to variable cash flows on certain of our borrowings. As of March 31, 2024 and December 31, 2023, we heldone interest rate cap related to our construction financing which was purchased on September 26, 2023. Refer to "Note 5 – Real Estate Owned" and "Note 11 – Derivatives" for further detail.
The following table summarizes the levels in the fair value hierarchy into which our assets and liabilities with recurring fair value measurements were categorized as of March 31, 2024 and December 31, 2023 ($ in thousands):
| Fair Value as of March 31, 2024 | Fair Value as of December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Level I | Level II | Level III | Total | Level I | Level II | Level III | Total | |
| Recurring fair value measurements: | ||||||||
| Foreign currency forward, net | $— | $46,118 | $— | $46,118 | $— | $28,065 | $— | $28,065 |
| Interest rate cap asset | — | 1,166 | — | 1,166 | — | 1,360 | — | 1,360 |
| Total financial instruments | $— | $47,284 | $— | $47,284 | $— | $29,425 | $— | $29,425 |
Non-recurring Fair Value Measurements
Loans Held for Sale
Loans are classified as held for sale if there is an intent to sell them in the short-term following the reporting date. These loans are recorded at the lower of amortized cost or fair value, less selling costs, unless the fair value option was elected at the time of origination. If the loan's fair value, less selling costs, is determined to be less than its amortized cost, a nonrecurring fair value adjustment may be recorded through a valuation allowance.
The fair value of loans held for sale may be estimated using sales of comparable loans as supported by independent market data, or a contractually negotiated sales price. We consider the inputs used to calculate the fair value of loans held for sale as unobservable inputs. Accordingly, we classify the fair value of loans held for sale within Level III of the fair value hierarchy.
During the three months ended March 31, 2024, we entered into an agreement to sell a commercial mortgage loan collateralized by a hotel property located in Honolulu, HI at a price of 99.5%. We recorded a fair value adjustment of $0.7 million (representing the difference between the loan's amortized cost and the loan's fair value at the agreed upon price), which is included within valuation allowance, commercial mortgage loan held for sale on our condensed consolidated statement of operations. The loan is carried at fair value of $135.5 million on our condensed consolidated balance sheet, as of March 31, 2024. The loan sale subsequently closed in April 2024.
Refer to "Note 21 – Subsequent Events" for additional detail.
Real Estate Owned
Property acquired through foreclosure or deed-in-lieu of foreclosure is classified as real estate owned and recognized at fair value on our condensed consolidated balance sheet upon acquisition in accordance with ASC 805, "Business Combinations" ("ASC 805"). We are required to record real estate owned, a nonfinancial asset, at fair value on a non-recurring basis in accordance with ASC 820. Under ASC 820, we may utilize the income, market or cost approach (or combination thereof) to determine the fair value of real estate owned. We deem the inputs used in these approaches to be significant unobservable inputs. Therefore, we classify the fair value of real estate owned within Level III of the fair value hierarchy.
On March 31, 2023, we acquired legal title of a hotel property in Atlanta, GA ("Atlanta Hotel") through a deed-in-lieu of foreclosure. At the time of acquisition, we determined the fair value of the net real estate assets to be $75.0 million, using a combination of market and income approaches. We utilized a discount rate and capitalization rate of 10.5% and 9.5%, respectively. During the three months ended June 30, 2023, the Atlanta Hotel's assets and liabilities were reclassified to held for sale and the fair value of the net real estate assets, less costs to sell, was in excess of our cost basis. During the three months ended March 31, 2024, we determined that the sale to a third party from whom we received an unsolicited offer was no longer probable, and we are not actively marketing the property for sale. Therefore, as of March 31, 2024, the Atlanta Hotel no longer met the criteria for held for sale and was reclassified to real estate owned, held for investment. No impairments had been recorded as of March 31, 2024 or December 31, 2023.
On August 3, 2022, we acquired legal title of a multifamily development property located in downtown Brooklyn, NY ("Brooklyn Development") through a deed-in-lieu of foreclosure. We determined the fair value of the real estate assumed to be $270.1 million, based on the market value of the land at the time of acquisition. No impairments had been recorded as of March 31, 2024 or December 31, 2023.
On May 24, 2021, we acquired legal title to a full-service luxury hotel in Washington D.C. ("D.C. Hotel") through a deed-in-lieu of foreclosure. We assumed the D.C. Hotel's assets and liabilities, including a $110.0 million mortgage loan which we repaid at par. At the time of acquisition, we determined the fair value of the real estate assets to be $154.3 million. No impairments had been recorded as of March 31, 2024 or December 31, 2023.
Refer to "Note 5 – Real Estate Owned" for additional discussions.
Note 4 –Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net
Our loan portfolio was comprised of the following at March 31, 2024 and December 31, 2023 ($ in thousands):
| Loan Type | March 31, 2024 | December 31, 2023 |
|---|---|---|
| Commercial mortgage loans, net(1) | $7,846,460 | $7,925,359 |
| Commercial mortgage loan, held for sale | 135,465 | — |
| Subordinate loans, net | 303,965 | 432,734 |
| Carrying value, net | $8,285,890 | $8,358,093 |
(1)Includes $83.5 million and $95.5 million in 2024 and 2023, respectively, of contiguous financing structured as subordinate loans.
Our loan portfolio consisted of 99% floating rate loans, based on amortized cost, as of both March 31, 2024 and December 31, 2023.
Activity relating to our loan portfolio for the three months ended March 31, 2024 was as follows ($ in thousands):
| PrincipalBalance | Deferred Fees/Other Items | Specific CECL Allowance | Carrying Value, Net | |
|---|---|---|---|---|
| December 31, 2023 | $8,610,110 | $(32,535) | $(193,000) | $8,384,575 |
| Add-on loan fundings(1) | 321,766 | — | — | 321,766 |
| Loan repayments | (175,731) | — | — | (175,731) |
|---|---|---|---|---|
| Gain (loss) on foreign currency translation | (72,337) | 289 | — | (72,048) |
| Increase in Specific CECL Allowance, net | — | — | (142,000) | (142,000) |
| Valuation allowance, loan held for sale | (679) | — | — | (679) |
| Deferred fees and other items(2) | — | (4,936) | — | (4,936) |
| Amortization of fees | — | 7,501 | — | 7,501 |
| March 31, 2024 | $8,683,129 | $(29,681) | $(335,000) | $8,318,448 |
| General CECL Allowance(3) | (32,558) | |||
| Carrying value, net | $8,285,890 | |||
(1)Represents fundings committed prior to 2024.
(2)Other items primarily consist of purchase discounts or premiums, cost recovery interest, exit fees, deferred origination expenses, and the activity of unconsolidated joint ventures.
(3)$3.6 million of the General CECL Allowance is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheet.
The following table details overall statistics for our loan portfolio at the dates indicated ($ in thousands):
| March 31, 2024 | December 31, 2023 | |
|---|---|---|
| Number of loans | 49 | 50 |
| Principal balance | $8,683,129 | $8,610,110 |
| Carrying value, net | $8,285,890 | $8,358,093 |
| Unfunded loan commitments(1) | $555,596 | $868,582 |
| Weighted-average cash coupon(2) | 8.4% | 8.3% |
| Weighted-average remaining fully-extended term(3) | 2.3 years | 2.3 years |
| Weighted-average expected term(4) | 2.0 years | 1.8 years |
(1)Unfunded loan commitments are funded to finance construction costs, tenant improvements, leasing commissions, or carrying costs. These future commitments are funded over the term of each loan, subject in certain cases to an expiration date.
(2)For floating rate loans, based on applicable benchmark rates as of the specified dates. For loans placed on non-accrual, the interest rate used in calculating weighted-average cash coupon is 0%.
(3)Assumes all extension options are exercised.
(4)Expected term represents our estimated timing of repayments as of the specified dates. Excludes risk-rated 5 loans.
Property Type
The table below details the property type of the properties securing the loans in our portfolio at the dates indicated ($ in thousands):
| March 31, 2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| Property Type · Carrying Value · % of Portfolio(1) · Carrying Value · % of Portfolio(1) | |||||
| Hotel | $1,978,794 | 23.7% | $2,128,256 | 25.4% | |
| Office | 1,635,450 | 19.7 | 1,593,320 | 19.0 | |
| Retail | 1,394,228 | 16.8 | 1,407,764 | 16.8 | |
| Residential | 1,099,134 | 13.2 | 1,247,238 | 14.9 | |
| Mixed Use | 696,048 | 8.4 | 679,303 | 8.1 | |
| Healthcare | 504,075 | 6.1 | 511,803 | 6.1 | |
| Industrial | 276,350 | 3.3 | 293,133 | 3.5 | |
| Other(2) | 734,369 | 8.8 | 523,758 | 6.2 | |
| Total | $8,318,448 | 100.0% | $8,384,575 | 100.0% | |
| General CECL Allowance(3) | (32,558) | (26,482) | |||
| Carrying value, net | $8,285,890 | $8,358,093 | |||
(1)Percentage of portfolio calculations are made prior to consideration of General CECL Allowance.
(2)Other property types include pubs (2.5%), parking garages (2.3%), caravan parks (2.4%) and urban predevelopment (1.6%) in 2024, and parking garages (2.3%), caravan parks (2.4%) and urban predevelopment (1.5%) in 2023.
(3)$3.6 million and $4.0 million of the General CECL Allowance for 2024 and 2023, respectively, is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheets.
Geography
The table below details the geographic distribution of the properties securing the loans in our portfolio at the dates indicated ($ in thousands):
| March 31, 2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| Geographic Location · Carrying Value · % of Portfolio(1) · Carrying Value · % of Portfolio(1) | |||||
| United Kingdom | $2,937,602 | 35.3% | $2,675,097 | 31.9% | |
| New York City | 1,597,081 | 19.2 | 1,736,856 | 20.7 | |
| Other Europe(2) | 1,509,453 | 18.2 | 1,686,425 | 20.1 | |
| Southeast | 537,333 | 6.5 | 535,054 | 6.4 | |
| Midwest | 519,395 | 6.2 | 522,137 | 6.2 | |
| West | 484,581 | 5.8 | 484,842 | 5.8 | |
| Other(3) | 733,003 | 8.8 | 744,164 | 8.9 | |
| Total | $8,318,448 | 100.0% | $8,384,575 | 100.0% | |
| General CECL Allowance(4) | (32,558) | (26,482) | |||
| Carrying value, net | $8,285,890 | $8,358,093 | |||
(1)Percentage of portfolio calculations are made prior to consideration of General CECL Allowance.
(2)Other Europe includes Germany (7.3%), Italy (3.3%), Spain (4.1%), Sweden (2.8%), Ireland (0.5%) and the Netherlands (0.2%) in 2024 and Germany (7.4%), Italy (4.9%), Spain (4.2%), Sweden (2.9%), Ireland (0.5%) and the Netherlands (0.2%) in 2023.
(3)Other includes Northeast (4.9%), Southwest (1.7%), Mid-Atlantic (1.1%) and Other (1.1%) in 2024 and Northeast (5.0%), Southwest (1.7%), Mid-Atlantic (1.1%) and Other (1.1%) in 2023.
(4)$3.6 million and $4.0 million of the General CECL Allowance for 2024 and 2023, respectively, is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheets.
Risk Rating
We assess the risk factors of each loan and assign a risk rating based on a variety of factors, including, without limitation, loan to value ("LTV") ratio, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. We apply these various factors on a case-by-case basis depending on the facts and circumstances for each loan, and the different factors may be given different weightings in different situations. This review is performed quarterly. Based on a 5-point scale, our loans are rated "1" through "5," from less risk to greater risk, which ratings are defined as follows:
Very low risk
Low risk
Moderate/average risk
High risk/potential for loss: a loan that has a risk of realizing a principal loss
Impaired/loss likely: a loan that has a high risk of realizing principal loss, has incurred principal loss, or an impairment has been recorded
The following tables present the carrying value of our loan portfolio by year of origination and internal risk rating and gross write-offs by year of origination as of March 31, 2024 and December 31, 2023, respectively ($ in thousands):
March 31, 2024
Amortized Cost by Year Originated
| Risk Rating · Number of Loans · Total · % of Portfolio · 2024 · 2023 · 2022 · 2021 · 2020 · Prior | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | — | $— | —% | $— | $— | $— | $— | $— | $— | ||
| 2 | 4 | 447,202 | 5.4% | — | — | 332,059 | 49,729 | — | 65,414 | ||
| 3 | 41 | 7,658,452 | 92.1% | — | 642,657 | 2,412,096 | 2,206,805 | 389,815 | 2,007,079 | ||
| 4 | 2 | 85,612 | 1.0% | — | — | — | — | — | 85,612 | ||
| 5 | 2 | 127,182 | 1.5% | — | — | — | — | 27,881 | 99,301 | ||
| Total | 49 | $8,318,448 | 100.0% | $— | $642,657 | $2,744,155 | $2,256,534 | $417,696 | $2,257,406 | ||
| General CECL Allowance(1) | (32,558) | ||||||||||
| Total carrying value, net | $8,285,890 | ||||||||||
| Weighted-Average Risk Rating | 3.0 | ||||||||||
| Gross write-offs | $— | $— | $— | $— | $— | $— | $— | ||||
| December 31, 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized Cost by Year Originated | |||||||||||
| Risk Rating · Number of Loans · Total · % of Portfolio · 2023 · 2022 · 2021 · 2020 · 2019 · Prior | |||||||||||
| 1 | — | $— | —% | $— | $— | $— | $— | $— | $— | ||
| 2 | 4 | 478,440 | 5.7% | — | 280,572 | — | — | 132,309 | 65,560 | ||
| 3 | 42 | 7,548,252 | 90.0% | 440,720 | 2,426,511 | 2,285,902 | 387,323 | 1,465,618 | 542,177 | ||
| 4 | 2 | 88,112 | 1.1% | — | — | — | — | — | 88,112 | ||
| 5 | 2 | 269,771 | 3.2% | — | — | — | 169,881 | — | 99,890 | ||
| Total | 50 | $8,384,575 | 100.0% | $440,720 | $2,707,083 | $2,285,902 | $557,204 | $1,597,927 | $795,739 | ||
| General CECL Allowance(1) | (26,482) | ||||||||||
| Total carrying value, net | $8,358,093 | ||||||||||
| Weighted-Average Risk Rating | 3.0 | ||||||||||
| Gross write-offs | $81,890 | $— | $— | $— | $— | $— | $81,890 | ||||
(1)$3.6 million and $4.0 million of the General CECL Allowance for 2024 and 2023, respectively, is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheets.
CECL
In accordance with ASC Topic 326 "Financial Instruments – Credit Losses," which we refer to as the "CECL Standard", we record allowances for loans and held-to-maturity debt securities that are deducted from the carrying amount of the assets to present the net carrying value of the amounts expected to be collected on the assets. We record loan specific allowances as a practical expedient under the CECL Standard ("Specific CECL Allowance"), which we apply to assets that are collateral dependent and where the borrower or sponsor is experiencing financial difficulty. For the remainder of the portfolio, we record a general allowance ("General CECL Allowance", and together with the Specific CECL Allowance, "CECL Allowances") on a collective basis by assets with similar risk characteristics. We have elected to use the weighted-average remaining maturity ("WARM") method in determining a General CECL Allowance for a majority of our portfolio. In the future, we may use other acceptable methods, such as a probability-of-default/loss-given-default method.
The following schedule illustrates changes in CECL Allowances for thethree months ended March 31, 2024 ($ in thousands):
| Specific CECL Allowance(1) · General CECL Allowance · Total CECL Allowance · CECL Allowance as % of Amortized Cost | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Funded · Unfunded · Total · General(1) · Total | ||||||||||
| December 31, 2023 | $193,000 | $26,482 | $4,017 | $30,499 | $223,499 | 0.38% | 2.61% | |||
| Changes: | ||||||||||
| Allowances (Reversals), net | 142,000 | 6,076 | (392) | 5,684 | 147,684 | |||||
| March 31, 2024 | $335,000 | $32,558 | $3,625 | $36,183 | $371,183 | 0.44% | 4.29% | |||
(1)Loans evaluated for Specific CECL Allowance are excluded from General CECL Allowance pool.
The following schedule illustrates changes in CECL Allowances for thethree months ended March 31, 2023 ($ in thousands):
| Specific CECL Allowance(1) · General CECL Allowance · Total CECL Allowance · CECL Allowance as % of Amortized Cost | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Funded · Unfunded · Total · General(1) · Total | ||||||||||
| December 31, 2022 | $133,500 | $26,224 | $4,347 | $30,571 | $164,071 | 0.36% | 1.86% | |||
| Changes: | ||||||||||
| Allowances | — | 4,043 | 348 | 4,391 | 4,391 | |||||
| March 31, 2023 | $133,500 | $30,267 | $4,695 | $34,962 | $168,462 | 0.42% | 1.95% | |||
(1)Loans evaluated for Specific CECL Allowance are excluded from General CECL Allowance pool.
General CECL Allowance
In determining the General CECL Allowance using the WARM method, an annual historical loss rate, adjusted for macroeconomic estimates, is applied to the amortized cost of an asset, or pool of assets, over each subsequent period for the assets' remaining expected life. We considered various factors including (i) historical loss experience in the commercial real estate lending market, (ii) timing of expected repayments and satisfactions, (iii) expected future funding, (iv) capital subordinate to us when we are the senior lender, (v) capital senior to us when we are the subordinate lender, and (vi) our current and future view of the macroeconomic environment for a reasonable and supportable forecast period. The CECL Standard requires the use of significant judgment to arrive at an estimated credit loss. There is significant uncertainty related to future macroeconomic conditions, including inflation, labor shortages and interest rates.
We derive an annual historical loss rate based on a commercial mortgage-backed securities ("CMBS") database with historical losses from 1998 through the first 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 to determine an appropriate historical loss rate. The annual historical loss rate is further adjusted to reflect our expectations of the macroeconomic environment for a reasonable and supportable forecast period of eight quarters. In assessing the macroeconomic environment, we consider macroeconomic factors, including unemployment rate, commercial real estate prices, and market liquidity. We compare the historical data for each metric to historical commercial real estate losses in order to determine the correlation of the data. We use projections, obtained from third-party service providers, of each factor to approximate the impact the macroeconomic outlook may have on our loss rate.
The General CECL Allowance on subordinate loans is calculated by incorporating both the loan balance of the position(s) of the structurally senior third-party lender(s) and the balance of our subordinate loan(s). The subordinate loans, by virtue of being the first loss position, are required to absorb losses prior to the senior position(s) being impacted, resulting in a higher percentage allowance attributable to the subordinate loan. The General CECL Allowance on unfunded loan commitments is time-weighted based on our expected commitment to fund such obligations. The General CECL Allowance on unfunded commitments is recorded as a liability on our condensed consolidated balance sheets within accounts payable, accrued expenses and other liabilities.
Additionally, we have made an accounting policy election to exclude accrued interest from the amortized cost basis of the related commercial mortgage loans and subordinate loans and other lending assets in determining the General CECL Allowance, as any uncollectible accrued interest receivable is written off in a timely manner. As of March 31, 2024 and December 31, 2023, accrued interest receivable was $85.1 million and $72.4 million, respectively, and included within other assets on our condensed consolidated balance sheets.
Although our secured debt obligations and senior secured term loan financing have a minimum tangible net worth maintenance covenant, the General CECL Allowance has no impact on these covenants as we are permitted to add back the General CECL Allowance for the computation of tangible net worth as defined in the respective agreements.
The following schedule sets forth our General CECL Allowance as of March 31, 2024 and December 31, 2023 ($ in thousands):
| March 31, 2024 | December 31, 2023 | |
|---|---|---|
| Commercial mortgage loans, net | $31,397 | $25,723 |
| Subordinate loans, net | 1,161 | 759 |
| Unfunded commitments(1) | 3,625 | 4,017 |
| Total General CECL Allowance | $36,183 | $30,499 |
(1)The General CECL Allowance on unfunded commitments is recorded as a liability on our condensed consolidated balance sheets within accounts payable, accrued expenses and other liabilities.
Our General CECL Allowance increased by $5.7 million during the quarter ended March 31, 2024. The increase was
primarily related to extending our expected loan repayment dates as well as an increase to the historical loss rate derived from Trepp's data. The increase was partially offset by the favorable impacts of portfolio seasoning.
Specific CECL Allowance
For collateral-dependent loans where we have deemed the borrower/sponsor to be experiencing financial difficulty, we have elected to apply a practical expedient in accordance with the CECL Standard in which the fair value of the underlying collateral is compared to the amortized cost of the loan in determining a Specific CECL Allowance. The Specific CECL Allowance is determined as the difference between the fair value of the underlying collateral and the carrying value of the loan (prior to the Specific CECL Allowance). When the repayment or satisfaction of a loan is dependent on a sale, rather than operations, of the collateral, the fair value is adjusted for the estimated cost to sell the 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. The key unobservable inputs used to determine the fair value of the underlying collateral may vary depending on the information available to us and market conditions as of the valuation date.
We regularly evaluate the extent and impact of any credit migration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis. The Specific CECL Allowance is evaluated on a quarterly basis. Specifically, a property's operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and/or (iii) the liquidation value of the underlying collateral. We also evaluate the financial wherewithal of any loan guarantors as well as the borrower's competency in managing and operating the properties. In addition, we consider the overall economic environment, real estate sector and geographic sub-market in which the borrower operates. Such impairment analysis is completed and reviewed by asset management and finance personnel who utilize various data sources, including (i) periodic financial data such as debt service coverage ratio, property occupancy, tenant profile, rental rates, operating expenses, the borrower's exit plan, and capitalization and discount rates, (ii) site inspections and (iii) current credit spreads and discussions with market participants.
The following table summarizes our risk rated 5 loans as of March 31, 2024, which were analyzed for Specific CECL Allowances ($ in thousands):
| Type | Property type | Location | Amortized cost prior to Specific CECL Allowance | Specific CECL Allowance | Amortized cost | Interest recognition status/ as of date | Risk rating |
|---|---|---|---|---|---|---|---|
| Mortgage | |||||||
| Retail(1)(2) | Cincinnati, OH | $166,301 | $67,000 | $99,301 | Non-Accrual/ 10/1/2019 | 5 | |
| Mortgage total: | $166,301 | $67,000 | $99,301 | ||||
| Mezzanine | |||||||
| Residential(3) | Manhattan, NY | $295,881 | $268,000 | $27,881 | Non-Accrual/ 7/1/2021 | 5 | |
| Mezzanine total: | $295,881 | $268,000 | $27,881 | ||||
| Total: | $462,182 | $335,000 | $127,182 | ||||
(1)The fair value of retail collateral was determined by applying a capitalization rate of 9.0%.
(2)In September 2018, we entered a joint venture with Turner Consulting II, LLC ("Turner Consulting"), through an entity which owns the underlying property that secures our loan. Turner Consulting contributed 10% of the venture's equity and we contributed 90%. The entity was deemed to be a variable interest entity ("VIE"), and we determined that we are not the primary beneficiary of that VIE as we do not have the power to direct the entity's activities. During the three months ended March 31, 2024 and 2023, $0.6 million and $0.7 million, respectively, of interest paid was applied towards reducing the carrying value of the loan. During the second quarter of 2023, the loan's maturity was extended from September 2023 to September 2024.
(3)The fair value of the residential collateral was determined by making certain projections and assumptions with respect to future performance and a discount rate of 10%.
During the three months ended March 31, 2024, we recorded an additional $142.0 million Specific CECL Allowance on our Junior Mezzanine A Loan (as defined below).
We cease accruing interest on loans if we deem the interest to be uncollectible with any previously accrued uncollected interest on the loan charged to interest income in the same period. The amortized cost basis for loans on non-accrual was$556.0 million and$693.7 millionas of March 31, 2024 and December 31, 2023, respectively. Under certain circumstances, we may apply the cost recovery method under which interest collected on a loan reduces the loan's amortized cost. For thethree months ended March 31, 2024 and 2023, we received $0.6 million and $0.7 million, respectively, in interest that reduced amortized cost under the cost recovery method.
As of March 31, 2024 and December 31, 2023, the amortized cost basis for loans with accrued interest past due 90 or more days was $556.0 million and $693.7 million, respectively. As of March 31, 2024 and December 31, 2023, there were no loans with accrued interest between 30 and 89 days past due.
Loan Modifications Pursuant to ASC 326
ASC 326, "Financial Instruments – Credit Losses," requires disclosure of loan modifications made to borrowers experiencing financial difficulty in the form of principal forgiveness, interest rate reductions, other-than-insignificant payment delays, or term extensions in the current reporting period. As of March 31, 2024 and December 31, 2023, the aggregate amortized cost basis of such modified receivables was $534.8 million and $674.5 million, respectively, or 6.4% and 8.0% of our aggregate commercial mortgage loans and subordinate loans by amortized cost, respectively. There were no unfunded commitments as of both March 31, 2024 and December 31, 2023 related to these loans.
Chicago Office
In March 2018, we originated a first mortgage loan secured by an office property in Chicago, IL. In July 2023, we deemed the borrower to be experiencing financial difficulty and modified our loan to provide atwo year term extension (and asix-month extension option) in exchange for a partial repayment. These modified terms are included in the determination of our general CECL reserve for the quarter ended March 31, 2024. The loan is performing pursuant to its contractual terms and its risk rating remains a four as of March 31, 2024.
Manhattan Residential
In August 2022, we refinanced three of our mezzanine loans (a senior mezzanine loan ("Senior Mezzanine Loan") and two junior mezzanine loans ("Junior Mezzanine A Loan" and "Junior Mezzanine B Loan" collectively referred to as "Junior Mezzanine Loan")), and originated a commercial mortgage loan ("Senior Loan") as part of an overall recapitalization. All of the loans are secured by an ultra-luxury residential property in Manhattan, NY.
In refinancing the Senior Mezzanine Loan and Junior Mezzanine Loan, we modified the loan terms with the borrower to include an interest rate reduction and two year extension of the term on all three loans. Based on our analysis under ASC 310-20 "Receivables – Nonrefundable Fees and Other Costs" ("ASC 310-20"), we have deemed this refinance to be a continuation of our existing loans.
The modified loan terms as discussed above have been reflected in our calculation of CECL for the quarter ended March 31, 2024. Refer to "CECL" section above for additional information regarding our calculation of CECL Allowances.
During 2022, sales velocity on the underlying property lagged behind the borrower's business plan and management's expectations. Based on this information and broader uncertainty across the ultra-luxury residential property market, we recorded a total loan Specific CECL Allowance of $66.5 million on the Junior Mezzanine B Loan and downgraded its risk rating to a five.
As property sales continued to trail behind the borrower's business plan during the first half of 2023, we ceased accruing interest on the Senior Loan and the Senior Mezzanine Loan as of May 1, 2023. During the second quarter of 2023, we deemed the $82.0 million Junior Mezzanine B Loan to be unrecoverable and therefore wrote off our mezzanine loan and recorded a realized loss of $82.0 million within net realized loss on investments in our condensed consolidated statement of operations. We also recorded a $126.0 million Specific CECL Allowance on the Junior Mezzanine A Loan and downgraded its risk rating to a five.
During the three months ended March 31, 2024, we recorded an additional $142.0 million Specific CECL Allowance on our Junior Mezzanine A Loan. The additional Specific CECL Allowance was primarily attributable to a reduction in list pricing of remaining units and slower sales pace at the property. The slower sales velocity coincided with the continued overall softening in the midtown Manhattan ultra-luxury submarket. Any future change to the Specific CECL Allowance will be based upon a number of factors, including but not limited to the continued assessment of both the potential nominal value of remaining inventory as well as the expected sales velocity.
Subsequent to the quarter ended March 31, 2024, our Senior Loan was refinanced by a third party lender, and we received a $108.3 million repayment. Refer to "Note 21 – Subsequent Events" for additional information.
Other Loan Activity
During the three months ended March 31, 2023, we recorded $1.2 million of interest income related to a subordinate risk retention interest in a securitization vehicle. During the third quarter of 2023, this subordinate risk retention interest was repaid in full.
We recognized $0.1 million in pre-payment penalties and accelerated fees for the three months ended March 31, 2024 andnone for the three months ended March 31, 2023.
During the three months ended March 31, 2023, we received £72.2 million ($88.4 million assuming conversion into U.S.
Dollars ("USD")) full repayment of one of our commercial mortgage loans secured by an office property in London, UK,
including all default interest accrued to date, which was approximately $0.7 million. In conjunction with the repayment, the related participation interest sold was also fully satisfied. Refer to "Note 12 – Participations Sold" for additional detail.
Loan Sales
From time to time, we may enter into sale transactions with other parties. All sale transactions are evaluated in accordance with ASC 860, "Transfers and Servicing" ("ASC 860").
During the first quarter of 2023, we sold our entire interests inthree commercial mortgage loans secured by various properties in Europe, with aggregate commitments of €205.7 million ($219.0 million assuming conversion into USD, of which €115.0 million or $122.4 million assuming conversion into USD, was funded at the time of sale). Additionally, we sold a partial interest of £15.0 million ($18.2 million assuming conversion into USD) in a commercial mortgage loan secured by a mixed-use property located in London, United Kingdom. These sales were made to entities managed by affiliates of the Manager. We evaluated the transaction under ASC 860 and determined the sale of our entire interests and the sale of the partial interest met the criteria for sale accounting. We recorded a net gain of approximately $0.2 million in connection with these sales during the first quarter of 2023 within net realized loss on investments in our condensed consolidated statement of operations. Refer to "Note 12 – Participations Sold" for additional detail related to the subordinate interest.
Held for Sale
Loans are classified as held for sale if there is an intent to sell them in the short-term following the reporting date. Loans classified as held for sale are carried at the lower of amortized cost or fair value less costs to sell, unless the fair value option is elected at origination. Additionally, held for sale loans are not subject to the General CECL Allowance.
During the three months ended March 31, 2024, we entered into an agreement to sell a commercial mortgage loan collateralized by a hotel property located in Honolulu, HI at a price of 99.5%. We recorded a fair value adjustment of $0.7 million (representing the difference between the loan's amortized cost and the loan's fair value at the agreed upon price of 99.5%), which is included within valuation allowance, commercial mortgage loan held for sale on our condensed consolidated statement of operations. The loan is carried at fair value of $135.5 million and has a risk rating of a three as of March 31, 2024. The sale subsequently closed in April 2024. Refer to "Note 21 – Subsequent Events" for additional detail.
Note 5 –Real Estate Owned
Real Estate Owned, Held for Investment
As of March 31, 2024, assets and liabilities related to real estate owned, held for investment consisted ofthree properties: the D.C. Hotel, a full-service luxury hotel in Washington, D.C., the Brooklyn Development, a multifamily development property located in downtown Brooklyn, NY, and the Atlanta Hotel, a hotel in Atlanta, GA.
D.C. Hotel
On May 24, 2021, we acquired legal title to the D.C. hotel, which previously secured two subordinate loans, through a deed-in-lieu of foreclosure. In accordance with ASC 805, we consolidated the hotel's assets and liabilities at their respective fair values. Refer to "Note 3 – Fair Value Disclosure" for full discussion of non-recurring fair value measurements.
As of March 1, 2022, the hotel assets, comprised of land, building, furniture, fixtures, and equipment ("FF&E"), and accumulated depreciation (collectively "REO Fixed Assets"), and liabilities met the criteria to be classified as held for sale under ASC Topic 360, "Property, Plant, and Equipment." Accordingly, as of March 1, 2022, we ceased recording depreciation on the building and FF&E on the condensed consolidated statement of operations.
As of March 1, 2023, due to market conditions, we curtailed active marketing efforts, and reclassified the REO Fixed Assets and liabilities from real estate owned, held for sale to real estate owned, held for investment, net. In accordance with ASC Topic 360, the REO Fixed Assets were reclassified to their carrying value before they were initially classified as held for sale in March of 2022, and all other assets and liabilities were reclassified to the corresponding line items on the condensed consolidated balance sheet. Upon reclassification, we recorded $4.0 million of depreciation expense, representing the amount that would have been recorded had the asset remained as held for investment, and included this amount within Depreciation and amortization on real estate owned on our condensed consolidated statement of operations for the three months ended March 31, 2023. No realized gain or loss was recorded in connection with this reclassification.
As of March 31, 2024 and December 31, 2023, the value of net real estate assets related to the D.C. Hotel was $153.5 million and $152.4 million, respectively. As of March 31, 2024, our net real estate assets included depreciable assets of $80.1 million, net of $7.2 million in accumulated depreciation, attributable to the building, and $5.9 million, net of $4.2 million in accumulated depreciation, attributable to FF&E. As of December 31, 2023, our net real estate assets included depreciable assets of $80.5 million, net of $6.6 million in accumulated depreciation, attributable to the building, and $6.1 million, net of $3.8 million in accumulated depreciation, attributable to FF&E.
We recorded net profit from hotel operations of $1.1 million forthree months ended March 31, 2024 and net loss of $1.9 million for thethree months ended March 31, 2023.
Brooklyn Development
In 2015, we originated a $122.2 million multifamily development commercial mortgage loan secured by an assemblage of properties in downtown Brooklyn, NY. In 2020, the loan went into default, and we recorded a $30.0 million Specific CECL Allowance, due to the deterioration of market conditions attributable to COVID-19. As a result of improved market conditions, we reversed $20.0 million of Specific CECL Allowance during the second quarter of 2021. In the second quarter of 2022, we reversed the remaining $10.0 million Specific CECL Allowance as a result of market rent growth and value created from development activities at the underlying property.
On August 3, 2022, we acquired legal title of the property through a deed-in-lieu of foreclosure and accounted for the asset acquisition in accordance with ASC 805. At that time, our amortized cost basis in the commercial mortgage loan was $226.5 million. We recorded the real estate assumed at a fair value of $270.1 million based on the market value of the property as of the date of acquisition. We recognized a realized gain of $43.6 million, recorded within realized gain (loss) on investments on our condensed consolidated statement of operations, which reflects the difference between the fair value of the property and the carrying value of the loan at the time of acquisition. The non-recurring fair value measurement was classified as Level III within the fair value hierarchy due to the use of significant unobservable inputs, including comparable sales of similar properties in the market. We capitalized construction and financing costs of $37.5 million and $13.9 million during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, our cost basis in the property was $411.7 million and $374.2 million, respectively. As of March 31, 2024 and December 31, 2023, our cost basis included construction costs of $190.4 million and $152.9 million, respectively. There is no depreciation recorded while the property is under development.
Upon taking title, we concurrently contributed the property to a joint venture with a third-party real estate developer. The entity was deemed to be a VIE, of which we were determined to be the primary beneficiary. Through our wholly owned subsidiaries, we hold a 100% equity ownership interest in the joint venture and our partner is only entitled to profit upon achievement of certain returns under our joint venture agreement. Concurrently with taking title to the property, we obtained $164.8 million in construction financing on the property. As of March 31, 2024 and December 31, 2023, the carrying value of the construction financing included within debt related to real estate owned, held for investment, net on our condensed consolidated balance sheets was $161.9 million, net of $3.0 million in deferred financing costs and $161.6 million, net of $3.2 million in deferred financing costs, respectively.
The construction financing includes a maximum commitment of $388.4 million, an interest rate of term one-month Secured Overnight Financing Rate ("SOFR") +2.55%, and current maturity of August 2026, with an option to extend forone year, contingent upon meeting certain conditions. The construction financing agreement contains covenants requiring our unencumbered liquidity be greater than $100.0 million and our net worth be greater than $600.0 million. Under these covenants, our General CECL Allowance is added back to our net worth calculation. As of both March 31, 2024 and December 31, 2023, we were in compliance with these covenants.
To manage our exposure to variable cash flows on our borrowings under this construction financing, we entered into an interest rate cap on September 26, 2023. As of March 31, 2024, the fair value of the interest rate cap is $1.2 million and it is recorded within derivative assets, net on our condensed consolidated balance sheet. Refer to "Note 11 - Derivatives" for full detail.
Atlanta Hotel
In March 2017, we originated a first mortgage loan secured by the Atlanta Hotel. During the second quarter of 2022, due to slower than expected recovery from the COVID-19 pandemic, we deemed the borrower to be experiencing financial difficulty. Accordingly, we ceased accruing interest on the loan and recorded a $7.0 million Specific CECL Allowance.
During the fourth quarter of 2022, we wrote off the $7.0 million previously recorded Specific CECL Allowance and reduced the principal balance of the loan which was recorded as a realized loss within net realized loss on investments in our December 31, 2022 consolidated statement of operations.
On March 31, 2023, we acquired legal title of the Atlanta Hotel through a deed-in-lieu of foreclosure and determined the fair value of net real estate assets to be $75.0 million in accordance with ASC 820 "Fair Value Measurements and Disclosures." The fair value of the real estate owned is categorized within Level III of the fair value hierarchy set forth by ASC 820 and includes the use of significant unobservable inputs. See "Note 3 - Fair Value Disclosure" for discussion of our non-recurring fair value measurements. Additionally, we recognized a realized loss of $4.8 million, recorded within net realized loss on investments on our condensed consolidated statement of operations. The realized loss represents the difference between the original loan's amortized cost and the fair value of the net assets acquired.
During the three months ended June 30, 2023, we received an unsolicited offer from a third party to purchase the Atlanta Hotel. As of June 30, 2023, the hotel's assets and liabilities met the criteria to be classified as held for sale under ASC Topic 360, "Property, Plant, and Equipment." In accordance with ASC Topic 360, we ceased recording depreciation on the building and FF&E on the condensed consolidated statement of operations and we have reclassified assets and liabilities from their respective condensed consolidated balance sheet line items to Assets related to real estate owned, held for sale and Liabilities related to real estate owned, held for sale.
As of March 31, 2024, we determined the sale of the Atlanta Hotel to a third party, from whom we received an unsolicited offer, to be no longer probable, and we are not actively marketing the property for sale to other potential buyers. As such, the Atlanta Hotel no longer meets the criteria to be classified as held for sale under ASC Topic 360, "Property, Plant, and Equipment." In accordance with ASC Topic 360, the REO Fixed Assets were reclassified to their carrying value before classifying as held for sale in June of 2023. On the date of reclassification, March 31, 2024, we recorded $3.6 million in depreciation, representing the amount that would have been recorded had the asset remained as held for investment. All other assets and liabilities were reclassified to the corresponding line items on the condensed consolidated balance sheet. No realized gain or loss was recorded in connection with this reclassification.
As of March 31, 2024, the value of net real estate assets related to the Atlanta Hotel was $72.1 million. As of March 31, 2024, our net real estate assets included depreciable assets of $47.0 million, net of $3.1 million in accumulated depreciation, attributable to the building, and $7.0 million, net of $1.7 million in accumulated depreciation, attributable to FF&E. For the three months ended March 31, 2024, we recorded net loss from the hotel's operations of $1.8 million.
As of December 31, 2023, the hotel's assets and liabilities were classified as held for sale, and the value of net real estate assets related to the Atlanta Hotel was $75.4 million. As of December 31, 2023, our net real estate assets included depreciable assets of $49.4 million, net of $0.8 million in accumulated depreciation, attributable to the building, and $8.0 million, net of $0.4 million in accumulated depreciation, attributable to FF&E.
Note 6 –Other Assets
The following table details the components of our other assets at the dates indicated ($ in thousands):
| March 31, 2024 | December 31, 2023 | |
|---|---|---|
| Interest receivable | $85,072 | $72,354 |
| Loan proceeds held by servicer(1) | 7,820 | 6,271 |
| Other(2) | 10,637 | 6,998 |
| Total | $103,529 | $85,623 |
(1)Includes loan principal and interest held by our third-party servicers as of the balance sheet date and remitted during subsequent remittance cycle.
(2)Includes $8.4 million and $4.6 million of other assets from Real Estate Owned, Held for Investment as of March 31, 2024 and December 31, 2023, respectively. Refer to "Note 5 – Real Estate Owned" for additional information.
Note 7 –Secured Debt Arrangements, Net
We utilize secured debt arrangements to finance the origination activity in our loan portfolio. Our secured debt arrangements are comprised of secured credit facilities, a private securitization, and a revolving credit facility. During the three months ended March 31, 2024, we entered into a new secured credit facility with Goldman Sachs. The facility is secured by a first mortgage loan on a European portfolio of pubs and provides $158.6 million of additional borrowing capacity. Additionally, during the three months ended March 31, 2024, we upsized our secured credit facility with Atlas Securitized Products Holdings ("Atlas") by $113.5 million, as discussed further below.
Our borrowings under secured debt arrangements at March 31, 2024 and December 31, 2023 are detailed in the following table ($ in thousands):
| March 31, 2024 · December 31, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Maximum Amount of Borrowings(1) · Borrowings Outstanding(1) · Maturity (2) · Maximum Amount of Borrowings(1) · Borrowings Outstanding(1) · Maturity (2) | |||||||||
| JPMorgan Facility - USD(3)(4) | $1,482,730 | $1,036,803 | September 2026 | $1,482,584 | $1,043,964 | September 2026 | |||
| JPMorgan Facility - GBP(3)(4) | 17,270 | 17,270 | September 2026 | 17,416 | 17,416 | September 2026 | |||
| Deutsche Bank Facility - USD(3) | 700,000 | 278,703 | March 2026 | 700,000 | 275,815 | March 2026 | |||
| Atlas Facility - USD(5) | 800,000 | 751,207 | March 2027(6) | 686,527 | 669,302 | April 2027(7)(8) | |||
| HSBC Facility - GBP | 380,740 | 380,740 | May 2025 | 383,967 | 383,967 | May 2025 | |||
| HSBC Facility - EUR | 275,027 | 275,027 | January 2026(8) | 281,401 | 281,401 | January 2026 | |||
| Goldman Sachs Facility - USD | 11,605 | 11,605 | November 2025(9) | 13,437 | 13,437 | November 2025(9) | |||
| Goldman Sachs Facility - GBP | 158,599 | 158,599 | January 2029 | — | — | N/A | |||
| Barclays Facility - USD | 200,000 | 99,817 | June 2027(7) | 200,000 | 107,929 | June 2027(7) | |||
| MUFG Securities Facility - GBP | 202,970 | 202,970 | June 2025(7) | 204,690 | 204,690 | June 2025(7) | |||
| Churchill Facility - USD | 130,000 | 125,209 | April 2026 | 130,000 | 126,515 | March 2026 | |||
| Santander Facility - USD | 300,000 | 67,500 | February 2026(7) | 300,000 | 67,500 | February 2026(7) | |||
| Santander Facility - EUR | 58,261 | 54,677 | August 2024 | 59,611 | 55,716 | August 2024 | |||
| Total Secured Credit Facilities | 4,717,202 | 3,460,127 | 4,459,633 | 3,247,652 | |||||
| Barclays Private Securitization - GBP, EUR, SEK | 2,056,364 | 2,056,364 | July 2026(8) | 2,369,125 | 2,157,157 | June 2026(8) | |||
| Revolving Credit Facility - USD(10) | 170,000 | 94,000 | March 2026 | 170,000 | 147,000 | March 2026 | |||
| Total Secured Debt Arrangements | 6,943,566 | 5,610,491 | 6,998,758 | 5,551,809 | |||||
| Less: deferred financing costs | N/A | (13,524) | N/A | (13,333) | |||||
| Total Secured Debt Arrangements, net(11)(12)(13) | $6,943,566 | $5,596,967 | $6,998,758 | $5,538,476 | |||||
(1)As of March 31, 2024, British Pound Sterling("GBP"), Euro ("EUR"), and Swedish Krona ("SEK") borrowings were converted to USD at a rate of 1.26,1.08, and 0.09, respectively. As of December 31, 2023, GBP, EUR and SEK borrowings were converted to USD at a rate of 1.27,1.10 and 0.10, respectively.
(2)Maturity date assumes extensions at our option are exercised with consent of financing providers, where applicable.
(3)The JPMorgan Facility and Deutsche Bank Facility enable us to elect to receive advances in USD, GBP, or EUR.
(4)The JPMorgan Facility allows for $1.5 billion of maximum borrowings in total as of March 31, 2024.
(5)The Atlas Facility (as defined below) was formerly the Credit Suisse Facility. See "Atlas Facility" below for additional discussion.
(6)The Atlas Facility was amended during March 2024 to convert the facility's maturity from asix month "evergreen" feature to atwo-year initial term, with an additionalone-year extension option.
(7)Assumes financings are extended in line with the underlying loans.
(8)Represents weighted-average maturity across various financings with the counterparty. See below for additional details.
(9)Facility entered thetwo-year amortization period. During the amortization period, the maturity date for current outstanding transactions are extended for a period of up totwo years from the November 2023 maturity.
(10)The current stated maturity of the Revolving Credit Facility (as defined below) is March 2026. Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to the sum of (i) a floating rate index and (ii) a fixed margin. Borrowings under the Revolving Credit Facility are full recourse to certain guarantor wholly-owned subsidiaries of the Company. See "Revolving Credit Facility" below for additional discussion.
(11)Weighted-average borrowing costs as of March 31, 2024 and December 31, 2023 were applicable benchmark rates and credit spread adjustments, plus spreads of USD: +2.64% / GBP: +2.25% / EUR: +1.86% / SEK: +1.50% and USD: +2.49% / GBP: +2.21% / EUR: +1.86%/ SEK: +1.50%, respectively.
(12)Weighted-average advance rates based on cost as of March 31, 2024 and December 31, 2023 were 68.1% (62.4% (USD) /72.2% (GBP) /71.7% (EUR) /80.4% (SEK)) and 68.4% (62.9% (USD) /72.5% (GBP) /72.1% (EUR) /80.4% (SEK)), respectively.
(13)As of March 31, 2024 and December 31, 2023, approximately 52.2% and 58.3%, respectively, is the outstanding balance under these secured borrowings were recourse to us.
Terms of our secured credit facilities are designed to keep each lender's credit exposure generally constant as a percentage of the underlying value of the assets pledged as security to the facility. If the credit of the underlying collateral value decreases, the amount of leverage to us may be reduced. As of March 31, 2024 and December 31, 2023, the weighted-average haircut under our secured debt arrangements was approxi mately 31.9% and 31.6%, respectively. Our secured credit facilities do not contain capital markets-based mark-to-market provisions.
Atlas Facility
On February 8, 2023, in connection with the acquisition by certain subsidiaries of 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")(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, the Company and one of its 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 15 - Related Party Transactions" for further discussion regarding the transaction.
During the three months ended March 31, 2024, we executed an amendment to upsize the Atlas Facility by $113.5 million. The amendment included conversion of the facility's term from asix month "evergreen" feature totwo-years, with aone-year extension option, reduction to recourse percentages, and an additional pledge of a commercial mortgage loan, among other changes.
Revolving Credit Facility
On March 3, 2023, we entered into the revolving credit facility (the "Revolving Credit Facility") administered by Bank of America, N.A. The Revolving Credit Facility provides up to $170.0 million of borrowings secured by qualifying commercial mortgage loans and real property owned assets. The Revolving Credit Facility has a term ofthree years, maturing in March 2026. The Revolving Credit Facility enables us to borrow on qualifying commercial mortgage loans for up totwo years and real property owned assets for up tosix months. As of March 31, 2024 and December 31, 2023, we had $94.0 million and $147.0 million, respectively, outstanding on the Revolving Credit Facility. During the three months ended March 31, 2024, we recorded $33.6 thousand in unused fees and $1.9 million in contractual interest expense. During the three months ended March 31, 2023, we recorded $27.4 thousand in unused fees related to the Revolving Credit Facility.
Barclays Private Securitization
We are party to a private securitization with Barclays Bank plc ("Barclays") (such securitization, the "Barclays Private Securitization"). Commercial mortgage loans currently financed under the Barclays Securitization are denominated in GBP, EUR and SEK.
The Barclays Private Securitization does not include daily margining provisions and grants us significant discretion to modify certain terms of the underlying collateral including waiving certain loan-level covenant breaches and deferring or waiving of debt service payments for up to 18 months. The securitization includes loan-to-value based covenants with deleveraging requirements that are based on significant declines in the value of the collateral as determined by an annual third-party (engaged by us) appraisal process tied to the provisions of the underlying loan agreements. We believe this provides us with both cushion and predictability to avoid sudden unexpected outcomes and material repayment requirements.
The table below provides principal balances and the carrying value for commercial mortgage loans pledged to the Barclays Private Securitization as of March 31, 2024 and December 31, 2023 ($ in thousands):
| March 31, 2024 | |||
|---|---|---|---|
| Local Currency | Count | Outstanding Principal | Carrying Value |
| GBP | 7 | $1,704,318 | $1,685,240 |
| EUR | 5 | 867,551 | 859,740 |
| SEK | 1 | 232,117 | 230,524 |
| Total | 13 | $2,803,986 | $2,775,504 |
| December 31, 2023 | |||
|---|---|---|---|
| Local Currency | Count | Outstanding Principal | Carrying Value |
| GBP | 7 | $1,662,457 | $1,643,979 |
| EUR | 6 | 1,021,272 | 1,012,987 |
| SEK | 1 | 248,088 | 246,220 |
| Total | 14 | $2,931,817 | $2,903,186 |
The table below provides the borrowings outstanding (on an as converted basis) and weighted-average fully-extended maturities by currency for the assets financed under the Barclays Private Securitization as of March 31, 2024 ($ in thousands):
| Borrowings Outstanding(1) | Fully-Extended Maturity(2) | |
|---|---|---|
| Total/Weighted-Average GBP | $1,261,051 | July 2026 |
| Total/Weighted-Average EUR | 609,619 | September 2026(3) |
| Total/Weighted-Average SEK | 185,694 | May 2026 |
| Total/Weighted-Average Securitization | $2,056,364 | July 2026 |
(1)As of March 31, 2024, we had £998.9 million, €565.0 million, and kr 2.0 billion of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.
(2)Assumes underlying loans extend to fully extended maturity and extensions at our option are exercised.
(3)The EUR portion of the Barclays Private Securitization has an "evergreen" feature such that the facility continues forone year and can be terminated by either party on certain dates with, depending on the date of notice, a minimum of nine to twelve months' notice.
The table below provides the borrowings outstanding (on an as converted basis) and weighted-average fully-extended maturities by currency for the assets financed under the Barclays Private Securitization as of December 31, 2023 ($ in thousands):
| Borrowings Outstanding(1) | Fully-Extended Maturity(2) | |
|---|---|---|
| Total/Weighted-Average GBP | 1,234,740 | June 2026 |
| Total/Weighted-Average EUR | 723,947 | May 2026(3) |
| Total/Weighted-Average SEK | 198,470 | May 2026 |
| Total/Weighted-Average Securitization | $2,157,157 | June 2026 |
(1)As of December 31, 2023, we had £969.9 million, €655.8 million, and kr 2.0 billion of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.
(2)Assumes underlying loans extend to fully extended maturity and extensions at our option are exercised.
(3)The EUR portion of the Barclays Private Securitization has an "evergreen" feature such that the facility continues forone year and can be terminated by either party on certain dates with, depending on the date of notice, a minimum of nine to twelve months' notice.
The table below provides the assets and liabilities of the Barclays Private Securitization VIE included in our condensed consolidated balance sheets ($ in thousands):
| March 31, 2024 | December 31, 2023 | |
|---|---|---|
| Assets: | ||
| Cash | $327 | $924 |
| Commercial mortgage loans, net(1) | 2,775,504 | 2,903,186 |
| Other Assets | 46,490 | 41,180 |
| Total Assets | $2,822,321 | $2,945,290 |
| Liabilities: | ||
| Secured debt arrangements, net (net of deferred financing costs of $1.7 million and $2.0 million in 2024 and 2023, respectively) | $2,054,681 | $2,155,197 |
| Accounts payable, accrued expenses and other liabilities(2) | 11,328 | 9,083 |
| Total Liabilities | $2,066,009 | $2,164,280 |
(1)Net of the General CECL Allowance of $10.8 million and $8.3 million as of March 31, 2024 and December 31, 2023, respectively.
(2)Includes General CECL Allowance related to unfunded commitments on commercial mortgage loans, net of $2.6 millionand $2.5 million as of March 31, 2024 and December 31, 2023, respectively.
The table below provides the net income (loss) of the Barclays Private Securitization VIE included in our condensed consolidated statement of operations ($ in thousands):
| Three months ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Net interest income: | ||
| Interest income from commercial mortgage loans | $64,523 | $46,977 |
| Interest expense | (36,083) | (23,133) |
| Net interest income | $28,440 | $23,844 |
| Decrease (increase) in current expected credit loss allowance, net | (2,565) | 199 |
| Foreign currency translation gain (loss) | (12,923) | 10,002 |
| Net income | $12,952 | $34,045 |
At March 31, 2024, our borrowings had the following remaining maturities ($ in thousands):
| Less than 1 year · 1 to 3 years · 3 to 5 years · More than 5 years · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| JPMorgan Facility | $27,271 | $1,026,802 | $— | $— | $1,054,073 | |||
| Deutsche Bank Facility | 95,686 | 183,017 | — | — | 278,703 | |||
| Atlas Facility | — | 751,207 | — | 751,207 | ||||
| HSBC Facility | — | 655,767 | — | — | 655,767 | |||
| Goldman Sachs Facility - USD | — | 11,605 | — | — | 11,605 | |||
| Goldman Sachs Facility - GBP | — | — | 158,599 | — | 158,599 | |||
| Barclays Facility | — | — | 99,817 | — | 99,817 | |||
| MUFG Securities Facility | — | 202,970 | — | — | 202,970 | |||
| Churchill Facility | — | 125,209 | — | — | 125,209 | |||
| Santander Facility - USD | 67,500 | — | — | 67,500 | ||||
| Santander Facility - EUR | 54,677 | — | — | — | 54,677 | |||
| Barclays Private Securitization | 379,765 | 1,480,142 | 196,456 | — | 2,056,364 | |||
| Revolving Credit Facility | 76,385 | 17,615 | — | — | 94,000 | |||
| Total | $701,284 | $4,454,334 | $454,872 | $— | $5,610,491 | |||
The table above reflects the fully extended maturity date of the facility and assumes facilities with an "evergreen" feature continue to extend through the fully-extended maturity of the underlying asset and assumes underlying loans are extended with consent of financing providers.
The table below summarizes the outstanding balances at March 31, 2024, as well as the maximum and average month-end balances for the three months ended March 31, 2024 for our borrowings under secured debt arrangements ($ in thousands).
| As of March 31, 2024 · For the three months ended March 31, 2024 | ||||
|---|---|---|---|---|
| Balance | Collateral(1) | Maximum Month-EndBalance | Average Month-EndBalance | |
| JPMorgan Facility | $1,054,073 | $1,869,057 | $1,063,261 | $1,058,968 |
| Deutsche Bank Facility | 278,703 | 421,949 | 278,703 | 277,741 |
| Goldman Sachs Facility - USD | 11,605 | 25,242 | 11,620 | 11,612 |
| Goldman Sachs Facility - GBP | 158,599 | 209,523 | 159,403 | 158,872 |
| Atlas Facility | 751,207 | 1,098,342 | 751,207 | 676,229 |
| HSBC Facility | 655,767 | 849,268 | 658,434 | 656,800 |
| Barclays Facility | 99,817 | 124,107 | 102,598 | 101,671 |
| MUFG Securities Facility | 202,970 | 275,579 | 203,999 | 203,318 |
| Churchill Facility | 125,209 | 166,563 | 126,080 | 125,644 |
| Santander Facility - USD | 67,500 | 99,736 | 67,500 | 67,500 |
| Santander Facility - EUR | 54,677 | 72,302 | 54,677 | 54,666 |
| Barclays Private Securitization | 2,056,364 | 2,786,288 | 2,146,965 | 2,085,304 |
| Revolving Credit Facility | 94,000 | 181,130 | 150,000 | 112,667 |
| Total | $5,610,491 | $8,179,086 | ||
(1)Represents the amortized cost balance of commercial loan collateral assets and the value of net real estate assets of real property owned collateral assets.
The table below summarizes the outstanding balances at December 31, 2023, as well as the maximum and average month-end balances for the year ended December 31, 2023 for our borrowings under secured debt arrangements ($ in thousands).
| As of December 31, 2023 · For the year ended December 31, 2023 | ||||
|---|---|---|---|---|
| Balance | Collateral(1) | Maximum Month-EndBalance | Average Month-EndBalance | |
| JPMorgan Facility | $1,061,380 | $1,871,854 | $1,324,226 | $1,190,651 |
| Deutsche Bank Facility | 275,815 | 419,170 | 385,818 | 322,676 |
| Goldman Sachs Facility | 13,437 | 28,533 | 70,249 | 30,482 |
| Atlas Facility | 669,302 | 933,085 | 688,126 | 667,794 |
| HSBC Facility | 665,368 | 860,134 | 667,430 | 651,758 |
| Barclays Facility | 107,929 | 129,439 | 111,909 | 110,729 |
| MUFG Securities Facility | 204,690 | 278,223 | 206,362 | 200,447 |
| Churchill Facility | 126,515 | 168,138 | 130,000 | 128,094 |
| Santander Facility - USD | 67,500 | 99,648 | 75,000 | 68,125 |
| Santander Facility - EUR | 55,716 | 74,288 | 55,716 | 54,347 |
| Barclays Private Securitization | 2,157,157 | 2,911,470 | 2,157,157 | 1,896,144 |
| Revolving Credit Facility | 147,000 | 319,048 | 147,000 | 93,500 |
| Total | $5,551,809 | $8,093,030 | ||
(1)Represents the amortized cost balance of commercial loan collateral assets and the value of net real estate assets of real property owned collateral assets.
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 of total indebtedness to tangible net worth cannot be greater than 3.75:1 (ratio is 4.00:1 for the Revolving Credit Facility); 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. The Revolving Credit Facility contains an additional financial covenant to maintain a minimum interest coverage ratio of 1.4:1. During October
2023, we modified our interest coverage ratio covenant related to the Revolving Credit Facility to a minimum of 1.4:1 from a minimum of 1.5:1.
We were in compliance with the covenants under each of our secured debt arrangements at March 31, 2024 and December 31, 2023. The impact of macroeconomic conditions on the commercial real estate markets and global capital markets, including increased interest rates, foreign currency fluctuations, changes to fiscal and monetary policy, slower economic growth or recession, labor shortages, and recent distress in the banking sector, may make it more difficult to meet or satisfy these covenants in the future.
Note 8 –Senior Secured Term Loans, Net
In May 2019, we entered into a $500.0 million senior secured term loan (the "2026 Term Loan"), which matures in May 2026 and contains restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities. The 2026 Term Loan was issued at a price of 99.5%. During the second quarter of 2023, the 2026 Term Loan transitioned from LIBOR to SOFR and currently bears interest at SOFR plus 2.86%.
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") which matures in March 2028 and contains restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities. The 2028 Term Loan was issued at a price of 99.0%. During the second quarter of 2023, the 2028 Term Loan transitioned from LIBOR to SOFR and currently bears interest at SOFR (with a floor of 0.50%) plus 3.61%.
The Term Loans are amortizing with repayments of 0.25% per quarter of the total committed principal. During the three months ended March 31, 2024 and 2023, we repaid $1.3 million of principal, respectively, related to the 2026 Term Loan. During the three months ended March 31, 2024 and 2023, we repaid$0.8 million of principal respectively related to the 2028 Term Loan.
The following table summarizes the terms of the Term Loans as of March 31, 2024 ($ in thousands):
| Principal Amount | Unamortized Issuance Discount(1) | Deferred Financing Costs(1) | Carrying Value | Rate | Maturity Date | |
|---|---|---|---|---|---|---|
| 2026 Term Loan | $476,250 | $(743) | $(3,923) | $471,584 | 2.86% | 5/15/2026 |
| 2028 Term Loan | 291,000 | (1,679) | (2,993) | 286,328 | 3.61% | 3/11/2028 |
| Total | $767,250 | $(2,422) | $(6,916) | $757,912 | ||
(1) Unamortized issuance discount and deferred financing costs will be amortized to interest expense over remaining life of respective term loans.
The following table summarizes the terms of the Term Loans as of December 31, 2023 ($ in thousands):
| Principal Amount | Unamortized Issuance Discount(1) | Deferred Financing Costs(1) | Carrying Value | Rate | Maturity Date | |
|---|---|---|---|---|---|---|
| 2026 Term Loan | $477,500 | $(833) | $(4,302) | $472,365 | 2.86% | 5/15/2026 |
| 2028 Term Loan | 291,750 | (1,786) | (3,179) | 286,785 | 3.61% | 3/11/2028 |
| Total | $769,250 | $(2,619) | $(7,481) | $759,150 | ||
(1) Unamortized issuance discount and deferred financing costs will be amortized to interest expense over remaining life of respective term loans.
Covenants
The financial covenants of the Term Loans include the requirements that we maintain: (i) a maximum ratio of total recourse debt to tangible net worth of 4:1; and (ii) a maximum ratio of total unencumbered assets to total pari-passu indebtedness of 2.50:1. We were in compliance with the covenants under the Term Loans at March 31, 2024 and December 31, 2023.
Interest Rate Cap
During the three months ended March 31, 2023, LIBOR exceeded the cap rate of 0.75%. As such, during the three months ended March 31, 2023, we realized a gain from the interest rate cap in the amount of $4.7 million, which is included in gain (loss) on interest rate hedging instruments in our condensed consolidated statement of operations.
Subsequent to the interest rate cap maturity on June 15, 2023, the effective all-in coupon on our 2026 Term Loan increased to one month SOFR plus the spread of 2.86%.
Note 9 –Senior Secured Notes, Net
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 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. The 2029 Notes had a carrying value of $495.8 million and $495.6 million, net of deferred financing costs of $4.2 million and $4.4 million, as of March 31, 2024 and December 31, 2023, respectively.
Covenants
The 2029 Notes include certain covenants including a requirement that we maintain a ratio of total unencumbered assets to total pari-passu indebtedness of at least 1.20:1. As of March 31, 2024 and December 31, 2023, we were in compliance with all covenants.
Note 10 –Convertible Senior Notes, Net
During the fourth quarter of 2018, we issued $230.0 million of the 5.375% Convertible Senior Notes due 2023 (the "2023
Notes" or "Convertible Notes"), for which we received $223.7 million after deducting the underwriting discount and offering expenses.
During the three months ended March 31, 2023, we repurchased $7.1 million aggregate principal amount of the 2023 Notes at a price of 97%. As a result of this transaction, we recorded a gain of $0.2 million within gain on extinguishment of debt in our March 31, 2023 condensed consolidated statement of operations. The gain represents the difference between the repurchase price and the carrying amount of the 2023 Notes, net of the proportionate amount of unamortized debt issuance costs. During the second and third quarter of 2023, we repurchased an additional $36.8 million and $10.0 million of aggregate principal amount of the 2023 Notes at a weighted-average price of 99.3% and 99.7%, respectively. During the fourth quarter of 2023, we repaid the remaining $176.1 million outstanding principal of the 2023 Notes in cash at par. All repurchase transactions occurred in the open market as a result of reverse inquiries from investors with no solicitation from us.
The aggregate contractual interest expense was approximately $3.0 million for the three months ended March 31, 2023. With respect to the amortization of the discount on the liability component of the Convertible Notes as well as the amortization of deferred financing costs, we reported additional non-cash interest expense of approximately $0.4 million for the three months ended March 31, 2023.
Note 11 –Derivatives
We use forward currency contracts to economically hedge interest and principal payments due under our loans denominated in currencies other than USD.
We have entered into a series of forward contracts to sell an amount of foreign currency (GBP, EUR and SEK) for an agreed upon amount of USD at various dates through February 2027. These forward contracts were executed to economically fix the USD amounts of foreign denominated cash flows expected to be received by us related to foreign denominated loan investments.
The agreements with our derivative counterparties require that we post collateral to secure net liability positions. As of both March 31, 2024 and December 31, 2023, we were in a net asset position with all of our derivative counterparties and did not have any collateral posted under these derivative contracts.
The following table summarizes our non-designated Fx forwards and interest rate cap as of March 31, 2024:
| March 31, 2024 | |||||
|---|---|---|---|---|---|
| Type of Derivatives | Number of Contracts | Aggregate Notional Amount (in thousands) | Notional Currency | Maturity | Weighted-Average Years to Maturity |
| Fx contracts - GBP | 111 | 1,013,469 | GBP | April 2024 - February 2027 | 1.01 |
| Fx contracts - EUR | 130 | 519,322 | EUR | April 2024 - August 2026 | 0.90 |
| Fx contracts - SEK | 17 | 678,464 | SEK | May 2024 - May 2026 | 1.96 |
| Interest rate cap | 1 | 164,835 | USD | October 2024 | 0.50 |
The following table summarizes our non-designated Fx forwards and interest rate cap as of December 31, 2023:
| December 31, 2023 | |||||
|---|---|---|---|---|---|
| Type of Derivatives | Number of Contracts | Aggregate Notional Amount (in thousands) | Notional Currency | Maturity | Weighted-Average Years to Maturity |
| Fx contracts - GBP | 97 | 938,903 | GBP | January 2024 - February 2027 | 1.13 |
| Fx contracts - EUR | 135 | 561,441 | EUR | January 2024 - August 2026 | 1.08 |
| Fx contracts - SEK | 17 | 690,740 | SEK | February 2024 - May 2026 | 2.16 |
| Interest rate cap | 1 | 164,835 | USD | October 2024 | 0.75 |
We have not designated any of our derivative instruments as hedges as defined in ASC 815, "Derivatives and Hedging" and, therefore, changes in the fair value of our derivative instruments are recorded directly in earnings. The following table summarizes the amounts recognized on our condensed consolidated statements of operations related to our forward currency contracts for the three months ended March 31, 2024 and 2023 ($ in thousands):
| Amount of gain (loss) recognized in income | |||
|---|---|---|---|
| Three months ended March 31, | |||
| Location of Gain (Loss) Recognized in Income | 2024 | 2023 | |
| Forward currency contracts | Unrealized gain (loss) on derivative instruments | $18,053 | $(35,851) |
| Forward currency contracts | Realized gain (loss) on derivative instruments | 5,345 | 21,716 |
| Total | $23,398 | $(14,135) | |
In June 2020, we entered into an interest rate cap for approximately $1.1 million, which matured on June 15, 2023. Our interest rate cap managed our exposure to variable cash flows on our borrowings under the senior secured term loan by effectively limiting LIBOR from exceeding 0.75%. This limited the maximum all-in coupon on our senior secured term loan to 3.50%. The unrealized gain or loss related to the interest rate cap was recorded net under unrealized gain on interest rate hedging instruments in our condensed consolidated statement of operations. During the three months ended March 31, 2023, LIBOR exceeded the cap rate of 0.75%. As such, during the three months ended March 31, 2023, we realized a gain from the interest rate cap in the amount of $4.7 million, which is included in gain (loss) on interest rate hedging instruments in our condensed consolidated statement of operations. The realized gain was a result of the increase in the current interest rate forward curve, partially offset by the nearing maturity of the cap.
On September 26, 2023, we entered into an interest rate cap that matures on October 1, 2024 with a notional amount of $164.8 million. We use our interest rate cap to hedge our exposure to variable cash flows on our construction financing. The interest rate cap effectively limits SOFR from exceeding 4.00% which results in the maximum all-in coupon on our construction financing of 6.55%. The unrealized gain or loss related to the interest rate cap was recorded under gain (loss) on interest rate hedging instruments in our condensed consolidated statement of operations. During the three months ended March 31, 2024, SOFR exceeded the cap rate of 4.00%. As such, during the three months ended March 31, 2024, we realized a gain from the interest rate cap in the amount of $0.6 million, which is included in gain (loss) on interest rate hedging instruments in our condensed consolidated statement of operations.
The following table summarizes the amounts recognized on our condensed consolidated statements of operations related to our interest rate caps for the three months ended March 31, 2024 and 2023 ($ in thousands):
| Amount of gain (loss) recognized in income | |||
|---|---|---|---|
| Three months ended March 31, | |||
| Location of Gain (Loss) recognized in Income | 2024 | 2023 | |
| Interest rate cap | Unrealized gain (loss) on interest rate hedging instruments | $(194) | $(4,813) |
| Interest rate cap | Realized gain on interest rate hedging instruments | 550 | 4,706 |
| Total | $356 | $(107) | |
The following tables summarize the gross asset and liability amounts related to our derivatives at March 31, 2024 and December 31, 2023 ($ in thousands):
| March 31, 2024 · December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Gross Amount of Recognized Assets | Gross Amounts Offset in our Condensed Consolidated Balance Sheet | Net Amountsof Assets Presented inour Condensed Consolidated Balance Sheet | Gross Amount of Recognized Assets | GrossAmountsOffset in our Consolidated Balance Sheet | Net Amounts of Assets Presented in our Consolidated Balance Sheet | |
| Forward currency contracts | $67,402 | $(21,284) | $46,118 | $55,102 | $(27,037) | $28,065 |
| Interest rate cap | — | 1,166 | 1,166 | 1,360 | — | 1,360 |
| Total derivative assets (liabilities) | $67,402 | $(20,118) | $47,284 | $56,462 | $(27,037) | $29,425 |
Note 12 –Participations Sold
Participations sold represented the subordinate interests in loans we originated and subsequently partially sold. We account for participations sold as secured borrowings on our condensed consolidated balance sheet with both assets and non-recourse liabilities because the participations do not qualify as a sale under ASC 860. The income earned on the participations sold is recorded as interest income and an identical amount is recorded as interest expense in our condensed consolidated statements of operations.
In December 2020, we sold a £6.7 million ($8.9 million assuming conversion into USD at time of transfer) interest, at par, in a first mortgage loan collateralized by an office building located in London, United Kingdom that was originated by us in December 2017. In connection with this sale, we transferred our remaining unfunded commitment of £19.1 million ($25.3 million assuming conversion into USD at time of transfer). The participation interest sold was subordinate to our first mortgage loan and was accounted for as a secured borrowing on our consolidated balance sheet. In January 2023, the first mortgage loan, including participations sold, was fully satisfied, including all contractual and default interest accrued to date. We had no participations sold as of the three months ended March 31, 2024 and December 31, 2023.
Note 13 –Accounts Payable, Accrued Expenses and Other Liabilities
The following table details the components of our accounts payable, accrued expense and other liabilities ($ in thousands):
| March 31, 2024 | December 31, 2023 | |
|---|---|---|
| Collateral held under derivative agreements | $45,840 | $25,820 |
| Accrued dividends payable | 53,180 | 53,407 |
| Accrued interest payable | 42,072 | 31,012 |
| Accounts payable and other liabilities(1) | 10,825 | 6,078 |
| General CECL Allowance on unfunded commitments(2) | 3,625 | 4,017 |
| Total | $155,542 | $120,334 |
(1)Includes $10.2 million and $5.5 million of accounts payable and other liabilities on the balance sheet of the Real Estate Owned, Held for Investment at March 31, 2024 and December 31, 2023, respectively.
(2)Refer to "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional disclosure related to the General CECL Allowance on unfunded commitments as of March 31, 2024 and December 31, 2023, respectively.
Note 14 –Income Taxes
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2009. 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. We are also subject to U.S. federal, state and local income taxes on our domestic taxable REIT subsidiaries ("TRS") based on the tax jurisdictions in which they operate.
During the three months ended March 31, 2024, we recorded a current income tax provision of $0.1 million related to activities of our taxable REIT subsidiaries. We didnot record any income tax provision during the three months ended March 31, 2023.
There was a $0.5 million and $0.6 million income tax asset related to the operating activities of our TRS entities as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 and December 31, 2023, there were no material deferred tax assets or liabilities.
As of March 31, 2024, we had net operating losses of $13.7 million and capital losses of $25.2 million that may be carried forward for use in subsequent periods.
As of March 31, 2024, tax years 2019 through 2023 remain subject to examination by taxing authorities.
Note 15 –Related Party Transactions
Management Agreement
In connection with our initial public offering in September 2009, we entered into a management agreement (the "Management Agreement") with the Manager, which describes the services to be provided by the Manager and its compensation for those services. The Manager is responsible for managing our day-to-day operations, subject to the direction and oversight of our board of directors.
Pursuant to the terms of the Management Agreement, the Manager is paid a base management fee equal to 1.5% per annum of our stockholders' equity (as defined in the Management Agreement), calculated and payable (in cash) quarterly in arrears.
The term of the Management Agreement was automatically renewed for a successiveone-year term on September 29, 2023 and will automatically renew on each anniversary thereafter. The Management Agreement may be terminated upon expiration of theone-year extension term only upon the affirmative vote of at least two-thirds of our independent directors, based upon (1) unsatisfactory performance by the Manager that is materially detrimental to ARI or (2) a determination that the management fee payable to the Manager is not fair, subject to the Manager's right to prevent such a termination based on unfair fees by accepting a mutually acceptable reduction of management fees agreed to by at least two-thirds of our independent directors. The Manager must be provided with written notice of any such termination at least 180 days prior to the expiration of the then existing term and will be paid a termination fee equal tothree times the sum of the average annual base management fee during the 24-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. Following a meeting of our independent directors in March 2024, which included a discussion of the Manager's performance and the level of the management fees thereunder, we determined not to seek termination of the Management Agreement.
We incurred approximately $9.4 million and $9.5 million in base management fees under the Management Agreement for the three months ended March 31, 2024 and 2023, respectively.
In addition to the base management fee, we are also responsible for reimbursing the Manager for certain expenses paid by the Manager on our behalf or for certain services provided by the Manager to us. For the three months ended March 31, 2024 and 2023 we paid expenses totaling $1.8 million and $1.2 million, respectively, related to reimbursements for certain expenses paid by the Manager on our behalf under the Management Agreement. Expenses incurred by the Manager and reimbursed by us are reflected in the respective condensed consolidated statement of operations expense category or our condensed consolidated balance sheets based on the nature of the item.
Included in payable to related party on our condensed consolidated balance sheets at March 31, 2024 and December 31, 2023 is approximately $9.4 million and $9.6 million, respectively, for base management fees incurred but not yet paid under the Management Agreement.
Loans receivable
During the first quarter of 2023, we transferred interests in, (i)three commercial mortgage loans secured by various properties in Europe, with aggregate commitments of €205.7 million (of which €115.0 million was funded at the time of sale), and (ii) a partial interest of £15.0 million in a commercial mortgage loan secured by a mixed-use property located in London, United Kingdom. These transfers were made to entities managed by affiliates of the Manager. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional disclosure.
Term Loan
In March 2021, Apollo Global Funding, LLC, an affiliate of the Manager, served as one of the eight arrangers for the issuance of our 2028 Term Loan and received $0.2 million of arrangement fees. In addition, funds managed by an affiliate of the Manager invested in $30.0 million of the 2028 Term Loan.
Senior Secured Notes
In June 2021, Apollo Global Securities, LLC, an affiliate of the Manager, served as one of the eight initial purchasers in the issuance of our 2029 Notes and received $0.4 million of initial purchasers' discounts and commissions.
Italian Direct Lending Structure
In the fourth quarter of 2021, we formed an Italian closed-end alternative investment fund (the "AIF"), managed by
Apollo Investment Management Europe (Luxembourg) S.A R.L, a regulated alternative investment fund manager (the
"AIFM"), an affiliate of the Manager. The management fees incurred during the three months ended March 31, 2024 and 2023, respectively were de minimis. As of March 31, 2024 and December 31, 2023, the fees payable to the AIFM were de minimis.
Atlas Facility
On February 8, 2023, in connection with the acquisition by certain subsidiaries of Atlas, which is a wholly-owned investment of a fund managed by an affiliate of the Manager, the Credit Suisse Facility was acquired by Atlas. In order to effect the assignment of the Credit Suisse Facility and related agreements, the Company and one of its 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. At the time of acquisition, we had $632.3 million of secured debt on the Credit Suisse Facility consisting of four commercial mortgage loans.
During the three months ended March 31, 2024, the terms of the Atlas Facility were amended to, among other things, convert the facility from asix month "evergreen" feature to atwo-year initial term with an additionalone-year extension option, reduce recourse percentages and addone commercial mortgage loan to the facility totaling $115.5 million in secured debt. As of March 31, 2024, we had $751.2 million of secured debt on the Atlas Facility consisting offive commercial mortgage loans. Refer to "Note 7 – Secured Debt Arrangements, Net" for additional discussion.
Note 16 –Share-Based Payments
On September 23, 2009, our board of directors approved the Apollo Commercial Real Estate Finance, Inc. 2009 Equity Incentive Plan ("2009 LTIP") and on April 16, 2019, our board of directors approved the Amended and Restated Apollo Commercial Real Estate Finance, Inc. 2019 Equity Incentive Plan ("2019 LTIP," and together with the 2009 LTIP, the "LTIPs"), which amended and restated the 2009 LTIP. Following the approval of the 2019 LTIP by our stockholders at our 2019 annual meeting of stockholders on June 12, 2019, no additional awards have been or will be granted under the 2009 LTIP and all outstanding awards granted under the 2009 LTIP remain in effect in accordance with the terms in the 2009 LTIP.
The 2019 LTIP provides for grants of restricted common stock, restricted stock units ("RSUs") and other equity-based awards up to an aggregate of 7,000,000 shares of our common stock. The LTIPs are administered by the compensation committee of our board of directors (the "Compensation Committee") and all grants under the LTIPs must be approved by the Compensation Committee.
We recognized stock-based compensation expense of $4.2 million and $4.4 million during the three months ended March 31, 2024 and 2023, respectively, related to restricted stock and RSU vesting.
The following table summarizes the grants, vesting and forfeitures of restricted common stock and RSUs during the three months ended March 31, 2024:
| Type · Restricted Stock · RSUs · Grant Date Fair Value ($ in millions) | ||||||
|---|---|---|---|---|---|---|
| Outstanding at December 31, 2023 | 79,088 | 2,538,332 | ||||
| Granted | — | — | N/A | |||
| Vested | — | — | N/A | |||
| Forfeiture | — | (18,995) | N/A | |||
| Outstanding at March 31, 2024 | 79,088 | 2,519,337 | ||||
Below is a summary of restricted stock and RSU vesting dates as of March 31, 2024:
| Vesting Year | Restricted Stock | RSUs | Total Awards |
|---|---|---|---|
| 2024 | 79,088 | 1,293,354 | 1,372,442 |
| 2025 | — | 865,113 | 865,113 |
| 2026 | — | 360,870 | 360,870 |
| Total | 79,088 | 2,519,337 | 2,598,425 |
At March 31, 2024, we had unrecognized compensation expense of approximately $12.8 thousand and $26.2 million related to the vesting of restricted stock awards and RSUs, respectively, noted in the table above. The unrecognized compensation expense related to the vesting of restricted awards and RSUs are expected to be recognized over a weighted-average period of 1.5 years.
RSU Deliveries
During the three months ended March 31, 2024 and 2023, we delivered 738,110 and 670,044 shares of common stock for 1,358,418 and 1,233,711 vested RSUs, respectively. We allow RSU participants to settle their tax liabilities with a reduction of their share delivery from the originally granted and vested RSUs. The amount, when agreed to by the participant, results in a cash payment to the Manager related to this tax liability and a corresponding adjustment to additional paid in capital on our condensed consolidated statement of changes in stockholders' equity. The adjustment was $7.3 million and $6.7 million for the three months ended March 31, 2024 and 2023, respectively. The adjustment is a reduction of capital related to our equity incentive plan and is presented net of increases of capital related to our equity incentive plan in our condensed consolidated statement of changes in stockholders' equity.
Note 17 –Stockholders' Equity
Our authorized capital stock consists of 450,000,000 shares of common stock, $0.01 par value per share and 50,000,000 shares of preferred stock, $0.01 par value per share. As of March 31, 2024,142,096,715 shares of common stock were issued and outstanding and 6,770,393 shares of our 7.25% Series B-1 Cumulative Redeemable Perpetual Preferred Stock ("Series B-1 Preferred Stock") were issued and outstanding. The Series B-1 Preferred Stock, with a par value $0.01 per share, have a liquidation preference of $25.00 per share.
Dividends. The following table details our dividend activity:
| Three months ended March 31, | ||
|---|---|---|
| Dividends declared per share of: | 2024 | 2023 |
| Common Stock | $0.35 | $0.35 |
| Series B-1 Preferred Stock | $0.45 | $0.45 |
Common Stock Repurchases. There wasno common stock repurchase activity during the three months ended March 31, 2024 and 2023. As of March 31, 2024, there was $172.2 million remaining authorized under our stock repurchase program.
Note 18 –Commitments and Contingencies
Legal Proceedings. From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. On June 28, 2018, AmBase Corporation, 111 West 57th Street Manager Funding LLC and 111 West 57th Investment LLC commenced a now-dismissed action captioned AmBase Corporation et al v. ACREFI Mortgage Lending, LLC et al (No 653251/2018) in New York Supreme Court (the "Apollo Action"). The complaint named as defendants (i) a wholly-owned subsidiary of the Company (the "Subsidiary"), (ii) the Company, and (iii) certain funds managed by Apollo, who were co-lenders on a mezzanine loan against the development of a residential condominium building in Manhattan, New York. The plaintiffs alleged that the defendants tortiously interfered with the plaintiffs' joint venture agreement with the developers of the project, and that the defendants aided and abetted breaches of fiduciary duty by the developers of the project. The plaintiffs alleged the loss of a $70.0 million investment plus punitive damages. The defendants' motion to dismiss was granted on October 23, 2019 and the Court entered judgment dismissing the complaint in its entirety on November 8, 2019. Plaintiffs appealed, the parties fully briefed the appeal, and then Plaintiffs dropped the appeal, and the case remains dismissed.
Plaintiffs amended the complaint in a separate action in 2021, 111 West 57th Investment LLC v. 111W57 Mezz Investor LLC (No. 655031/2017) also in New York Supreme Court (the "April 2021 Action") to name Apollo Global Management, Inc., the Subsidiary, the Company, and certain funds managed by Apollo as defendants. The April 2021 Action concerns overlapping claims and the same condominium development project that the Apollo Action concerned. The defendants filed a motion to dismiss, which was granted in part and denied in part on December 15, 2022. The Court dismissed the claim against Apollo Global Management, Inc. and the Company. Apollo appealed the decision with respect to the remaining claim. On October 5, 2023, the Appellate Division, First Department granted Apollo's appeal, thereby dismissing the remaining claim against the Apollo entities who were co-lenders on the mezzanine loan, including the Subsidiary. Plaintiffs filed a motion for leave with the Court of Appeals on November 3, 2023 which the Court denied on April 23, 2024.
Loan Commitments. As described in "Note 4 - Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" at March 31, 2024, we had $555.6 million of unfunded commitments related to our commercial mortgage and subordinate loans. The timings and amounts of fundings are uncertain as these commitments relate to loans for construction costs, capital expenditures, leasing costs, interest and carry costs, among others. As such, the timings and amounts of future fundings depend on the progress and performance of the underlying assets of our loans. Certain of our lenders are contractually obligated to fund their ratable portion of these loan commitments over time, while other lenders have some degree of discretion over future loan funding obligations. The total unfunded commitment is expected to be funded over the remaining 2.8 years weighted-average tenor of these loans.
Note 19 –Fair Value of Financial Instruments
The following table presents the carrying value and estimated fair value of our financial instruments not carried at fair value on our condensed consolidated balance sheets at March 31, 2024 and December 31, 2023 ($ in thousands):
| March 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| CarryingValue | EstimatedFair Value | CarryingValue | EstimatedFair Value | |
| Cash and cash equivalents | $161,190 | $161,190 | $225,438 | $225,438 |
| Commercial mortgage loans, net | 7,846,460 | 7,722,188 | 7,925,359 | 7,813,304 |
| Subordinate loans, net | 303,965 | 303,909 | 432,734 | 432,458 |
| Secured debt arrangements, net | (5,596,967) | (5,596,967) | (5,538,476) | (5,538,476) |
| Term loans, net | (757,912) | (761,099) | (759,150) | (754,197) |
| Senior secured notes, net | (495,835) | (418,125) | (495,637) | (418,750) |
| Debt related to real estate owned, held for investment, net | (161,878) | (161,878) | (161,586) | (161,586) |
To determine estimated fair values of the financial instruments listed above, market rates of interest, which include credit assumptions, are used to discount contractual cash flows. The estimated fair values are not necessarily indicative of the amount we could realize on disposition of the financial instruments. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts. Estimates of fair value for cash and cash equivalents, convertible senior notes, net, and Term Loans, net are measured using observable Level I inputs as defined in "Note 3 - Fair Value Disclosure." Estimates of fair value for all other financial instruments in the table above are measured using significant estimates, or unobservable Level III inputs as defined in "Note 3 - Fair Value Disclosure."
Note 20 –Net Income (Loss) per Share
ASC 260, "Earnings per share" requires the use of the two-class method of computing earnings (loss) per share for all periods presented for each class of common stock and participating securities. Under the two-class method, all earnings (distributed and undistributed) are allocated to common shares and participating securities according to their respective rights to receive dividends. The unvested RSUs granted under our 2019 Equity Incentive Plan to certain employees of the Manager qualify as participating securities as RSUs have non-forfeitable rights to participate in dividends. Therefore, unvested RSUs are included in the calculation of basic earnings per share.
For the three months ended March 31, 2024, the dilutive effect to earnings per share was determined using the two-class method because it was more dilutive than the treasury stock method. Dilutive earnings per share is calculated under the more dilutive computation of the two-class method and the treasury stock method, or if-converted method in periods with convertible interest expense. Under the treasury stock method, the denominator includes the weighted-average outstanding common shares plus the incremental shares related to participating securities. The incremental shares are determined by subtracting the average unrecognized compensation cost for the period divided by the average stock price from the unvested RSUs.
For the three months ended March 31, 2023, the dilutive effect to earnings per share was determined using the "if-converted" method whereby interest expense on the outstanding Convertible Notes was added back to the diluted earnings per share numerator, and all of the potentially dilutive shares were included in the diluted earnings per share denominator. The denominator included all outstanding shares of common stock and all potential shares of common stock assumed issued if they are dilutive. The numerator was adjusted for any changes in income or loss that would result from the assumed conversion of these potential shares of common stock.
The table below presents the computation of basic and diluted net income (loss) per share of common stock for the three months ended March 31, 2024 and 2023 ($ in thousands except per share data):
| Three months ended March 31, | ||
|---|---|---|
| Basic Earnings | 2024 | 2023 |
| Net income (loss) | $(104,524) | $48,916 |
| Less: Preferred dividends | (3,068) | (3,068) |
| Less: Earnings attributable to participating securities | — | — |
| Less: Dividends on participating securities | (886) | (1,003) |
| Basic Earnings (Loss) | $(108,478) | $44,845 |
| Dilutive Earnings | ||
| Basic Earnings (Loss) | $(108,478) | $44,845 |
| Add: Dividends on participating securities | — | 1,003 |
| Add: Interest expense on Convertible Notes | — | 3,445 |
| Diluted Earnings (Loss) | $(108,478) | $49,293 |
| Number of Shares: | ||
| Basic weighted-average shares of common stock outstanding | 141,869,604 | 141,072,471 |
| Diluted weighted-average shares of common stock outstanding | 141,869,604 | 155,483,979 |
| Earnings (Loss) Per Share Attributable to Common Stockholders | ||
| Basic | $(0.76) | $0.32 |
| Diluted | $(0.76) | $0.32 |
For the three months ended March 31, 2024,423,784 incremental shares were excluded in the calculation of diluted net income per share because the effect was anti-dilutive. For the three months ended March 31, 2023,3,221,559 weighted-average unvested RSUs were included in the calculation of diluted net income per share because the effect was dilutive.
For the three months ended March 31, 2023,11,189,949 weighted-average potentially issuable shares with respect to the Convertible Notes were included in the dilutive earnings per share denominator because the effect was dilutive. Refer to "Note 10 - Convertible Senior Notes, Net" for further discussion.
Note 21 –Subsequent Events
Subsequent to the quarter ended March 31, 2024, the following events took place:
Investment Activity: We funded approximately $41.3 million for previously closed loans and capitalized an additional $13.9 million of construction and financing costs related to our real estate owned, held for investment.
We originated a $157.5 million first mortgage loan secured by a luxury multifamily property in Emeryville, CA.
Loan Repayments and Sale: We received approximately $269.3 million of loan proceeds, including:
$135.5 million from the sale of a first mortgage loan secured by a hotel in Honolulu, HI, which was classified as held for sale as of March 31, 2024. We recorded a realized loss of $0.7 million in connection with the sale.
$108.3 million repayment in connection with the refinancing by a third-party lender of our Senior Loan secured by an ultra-luxury residential property in Manhattan, NY. All proceeds were utilized to repay the outstanding balance of the related secured financing. The remaining Senior Loan was modified into a subordinate loan ("Senior Mezzanine A Loan"), and our total amortized cost basis across the Senior Mezzanine A Loan, Senior Mezzanine Loan and Junior Mezzanine A Loan decreased from $456.7 million as of March 31, 2024 to $356.9 million, inclusive of protective advances subsequent to quarter end. Additionally, the contractual maturities for all three loans were extended to November 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.