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Apollo Commercial Real Estate Finance, Inc. - Quarter Report: 2020 June (Form 10-Q)

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________ 
FORM 10-Q
__________________________________ 
(Mark One)
☒
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2020
or
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                     to                    
Commission File Number: 001-34452
__________________________________ 
Apollo Commercial Real Estate Finance, Inc.
(Exact name of registrant as specified in its charter)
__________________________________ 
Maryland
 
27-0467113
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
Apollo Commercial Real Estate Finance, Inc.
c/o Apollo Global Management, Inc.
9 West 57th Street, 43rd Floor,
New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 515–3200
(Registrant’s telephone number, including area code)
__________________________________ 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $0.01 par value
ARI
New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
☒
  
Accelerated filer
 
☐
 
 
 
 
 
 
 
Non-accelerated filer
 
☐
  
Smaller reporting company
 
☐
 
 
 
 
 
 
 
Emerging growth company
 
☐
 
 
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of July 29, 2020, there were 147,661,102 shares, par value $0.01, of the registrant’s common stock issued and outstanding.
 



Table of Contents
 


3



PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Apollo Commercial Real Estate Finance, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands—except share data)
 
June 30, 2020
 
December 31, 2019
Assets:
 
 
 
Cash and cash equivalents
$
487,165

 
$
452,282

Commercial mortgage loans, net(1)(2)
5,343,437

 
5,326,967

Subordinate loans and other lending assets, net(2)
1,044,400

 
1,048,126

Derivative assets, net
49,294

 
—

Other assets
45,218

 
52,716

Loan proceeds held by servicer
—

 
8,272

Total Assets
$
6,969,514

 
$
6,888,363

Liabilities and Stockholders' Equity
 
 
 
Liabilities:
 
 
 
Secured debt arrangements, net (net of deferred financing costs of $15,079 and $17,190 in 2020 and 2019, respectively)
$
3,425,098

 
$
3,078,366

Convertible senior notes, net
563,583

 
561,573

Senior secured term loan, net (net of deferred financing costs of $7,737 and $7,277 in 2020 and 2019, respectively)
485,179

 
487,961

Accounts payable, accrued expenses and other liabilities(3)
120,190

 
100,712

Payable to related party
9,958

 
10,430

Derivative liabilities
—

 
19,346

Total Liabilities
4,604,008

 
4,258,388

Commitments and Contingencies (see Note 15)


 


Stockholders’ Equity:
 
 
 
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
 
 
 
Series B preferred stock, 6,770,393 shares issued and outstanding ($169,260 liquidation preference)
68

 
68

Common stock, $0.01 par value, 450,000,000 shares authorized, 148,326,806 and 153,537,296 shares issued and outstanding in 2020 and 2019, respectively
1,483

 
1,535

Additional paid-in-capital
2,781,111

 
2,825,317

Accumulated deficit
(417,156
)
 
(196,945
)
Total Stockholders’ Equity
2,365,506

 
2,629,975

Total Liabilities and Stockholders’ Equity
$
6,969,514

 
$
6,888,363

———————
(1) Includes $5,330,380 and $4,852,087 pledged as collateral under secured debt arrangements in 2020 and 2019, respectively

(2) Net of $242,025 CECL Allowances in 2020, comprised of $197,481 Specific CECL Allowance and $44,544 General CECL Allowance. Net of $56,981 provision for loan loss in 2019.

(3) Includes $4,119 of General CECL Allowance related to unfunded commitments on our loans in 2020.






See notes to unaudited condensed consolidated financial statements.

4



Apollo Commercial Real Estate Finance, Inc. and Subsidiaries
Condensed Consolidated Statement of Operations (Unaudited)
(in thousands—except share and per share data)
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
Net interest income:
 
 
 
 
 
 
 
Interest income from commercial mortgage loans
$
75,641

 
$
77,458

 
$
157,496

 
$
155,744

Interest income from subordinate loans and other lending assets
32,616

 
41,043

 
66,634

 
81,882

Interest expense
(37,498
)
 
(33,511
)
 
(78,703
)
 
(69,806
)
Net interest income
70,759

 
84,990

 
145,427

 
167,820

Operating expenses:
 
 
 
 
 
 
 
General and administrative expenses (includes equity-based compensation of $4,252 and $8,515 in 2020 and $4,294 and $8,195 in 2019, respectively)
(6,425
)
 
(6,574
)
 
(12,956
)
 
(12,725
)
Management fees to related party
(9,957
)
 
(10,259
)
 
(20,225
)
 
(19,872
)
Total operating expenses
(16,382
)
 
(16,833
)
 
(33,181
)
 
(32,597
)
Other income
591

 
484

 
1,351

 
1,002

Realized loss on investments
(16,405
)
 
(12,513
)
 
(16,405
)
 
(12,513
)
Reversal of (provision for) loan losses(1)
25,169

 
15,000

 
(158,296
)
 
15,000

Foreign currency translation gain (loss)
2,559

 
(7,777
)
 
(35,390
)
 
(883
)
Gain (loss) on foreign currency forward contracts (includes unrealized gains (losses) of $9,004 and $53,432 in 2020 and $10,787 and $(4,198) in 2019, respectively)
(2,995
)
 
11,186

 
67,496

 
4,466

Loss on interest rate hedging instruments (includes unrealized gains (losses) of $50,756 and $15,208 in 2020 and $(13,113) in 2019, respectively)
(3,095
)
 
(13,113
)
 
(38,643
)
 
(13,113
)
Net income (loss)
$
60,201

 
$
61,424

 
$
(67,641
)
 
$
129,182

Preferred dividends
(3,385
)
 
(4,919
)
 
(6,770
)
 
(11,754
)
Net income (loss) available to common stockholders
$
56,816

 
$
56,505

 
$
(74,411
)
 
$
117,428

Net income (loss) per share of common stock:
 
 
 
 
 
 
 
Basic
$
0.37

 
$
0.38

 
$
(0.50
)
 
$
0.83

Diluted
$
0.36

 
$
0.37

 
$
(0.50
)
 
$
0.80

Basic weighted-average shares of common stock outstanding
151,523,513

 
145,567,963

 
152,735,852

 
140,117,813

Diluted weighted-average shares of common stock outstanding
182,083,702

 
174,101,234

 
152,735,852

 
169,418,177

Dividend declared per share of common stock
$
0.35

 
$
0.46

 
$
0.75

 
$
0.92

———————
(1) Comprised of $(9,500) and $140,500 of Specific CECL (Reversals) Allowance and $(15,669) and $17,796 of General CECL (Reversals) Allowance for the three and six months ended June 30, 2020, respectively.









See notes to unaudited condensed consolidated financial statements.

5



Apollo Commercial Real Estate Finance, Inc. and Subsidiaries
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)
(in thousands—except share and per share data)



 
Preferred Stock
 
Common Stock
 
Additional
Paid-In-Capital
 
Accumulated
Deficit
 
Total
 
Shares
 
Par
 
Shares
 
Par
 
Balance at January 1, 2020
6,770,393

 
$
68

 
153,537,296

 
$
1,535

 
$
2,825,317

 
$
(196,945
)
 
$
2,629,975

Adoption of ASU 2016-13, see Note 2
—


—


—


—


—


(30,867
)

(30,867
)
Capital increase (decrease) related to Equity Incentive Plan
—

 
—

 
503,251

 
5

 
(2,236
)
 
—

 
(2,231
)
Repurchase of common stock
—

 
—

 
(300,000
)
 
(3
)
 
(2,438
)
 
—

 
(2,441
)
Net loss
—

 
—

 
—

 
—

 
—

 
(127,842
)
 
(127,842
)
Dividends declared on preferred stock - $0.50 per share
—

 
—

 
—

 
—

 
—

 
(3,385
)
 
(3,385
)
Dividends declared on common stock - $0.40 per share
—

 
—

 
—

 
—

 
—

 
(62,298
)
 
(62,298
)
Balance at March 31, 2020
6,770,393
 
$
68

 
153,740,547

 
$
1,537

 
$
2,820,643

 
$
(421,337
)
 
$
2,400,911

Capital increase related to Equity Incentive Plan
—
 
—

 
82,235

 
1

 
4,251

 
—

 
4,252

Repurchase of common stock
—
 
—

 
(5,495,976
)
 
(55
)
 
(43,783
)
 
—

 
(43,838
)
Net income
—
 
—

 
—

 
—

 
—

 
60,201

 
60,201

Dividends declared on preferred stock - $0.50 per share
—
 
—

 
—

 
—

 
—

 
(52,635
)
 
(52,635
)
Dividends declared on common stock - $0.35 per share
—
 
—

 
—

 
—

 
—

 
(3,385
)
 
(3,385
)
Balance at June 30, 2020
6,770,393

$
68


148,326,806

$
1,483


$
2,781,111


$
(417,156
)
 
$
2,365,506


 
Preferred Stock
 
Common Stock
 
Additional
Paid-In-Capital
 
Accumulated
Deficit
 
Total
 
Shares
 
Par
 
Shares
 
Par
 
Balance at January 1, 2019
13,670,393

 
$
137

 
133,853,565

 
$
1,339

 
$
2,638,441

 
$
(130,170
)
 
$
2,509,747

Capital increase (decrease) related to Equity Incentive Plan
—

 
—

 
433,426

 
4

 
(1,099
)
 
—

 
(1,095
)
Conversions of convertible senior notes for common stock
—

 
—

 
1,967,361

 
20

 
33,758

 
—

 
33,778

Net income
—

 
—

 
—

 
—

 
—

 
67,758

 
67,758

Dividends declared on preferred stock - $0.50 per share
—

 
—

 
—

 
—

 
—

 
(6,835
)
 
(6,835
)
Dividends declared on common stock - $0.46 per share
—

 
—

 
—

 
—

 
—

 
(63,529
)
 
(63,529
)
Balance at March 31, 2019
13,670,393

 
$
137

 
136,254,352

 
$
1,363

 
$
2,671,100

 
$
(132,776
)
 
$
2,539,824

Capital increase related to Equity Incentive Plan
—

 
—

 
27,245

 
—

 
4,294

 
—

 
4,294

Issuance of common stock
—

 
—

 
17,250,000

 
172

 
314,985

 
—

 
315,157

Redemption of preferred stock
(6,900,000
)
 
(69
)
 
—

 
—

 
(172,431
)
 
—

 
(172,500
)
Offering costs
—

 
—

 
—

 
—

 
(406
)
 
—

 
(406
)
Net income
—

 
—

 
—

 
—

 
—

 
61,424

 
61,424

Dividends declared on preferred stock - $0.50 per share
—

 
—

 
—

 
—

 
—

 
(4,919
)
 
(4,919
)
Dividends declared on common stock - $0.46 per share
—

 
—

 
—

 
—

 
—

 
(71,475
)
 
(71,475
)
Balance at June 30, 2019
6,770,393

 
$
68

 
153,531,597

 
$
1,535

 
$
2,817,542

 
$
(147,746
)
 
$
2,671,399





See notes to unaudited condensed consolidated financial statements.

6



Apollo Commercial Real Estate Finance, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows (Unaudited)
(in thousands)
 
For the six months ended June 30,
 
2020
 
2019
Cash flows provided by operating activities:
 
 
 
     Net income (loss)
$
(67,641
)
 
$
129,182

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
     Amortization of discount/premium and PIK
(36,449
)
 
(40,490
)
     Amortization of deferred financing costs
6,577

 
5,487

     Equity-based compensation
8,515

 
3,195

     Provision for (reversal of) loan losses
158,296

 
(15,000
)
     Realized loss on investments
16,405

 
12,513

     Foreign currency loss
48,404

 
3,068

     Unrealized (gain) loss on derivative instruments
(68,640
)
 
17,311

     Changes in operating assets and liabilities:
 
 
 
          Other assets
(9,615
)
 
(6,460
)
          Accounts payable, accrued expenses and other liabilities
(1,921
)
 
668

          Payable to related party
(472
)
 
455

Net cash provided by operating activities
53,459

 
109,929

Cash flows used in investing activities:
 
 
 
     New funding of commercial mortgage loans
(447,440
)
 
(511,310
)
     Add-on funding of commercial mortgage loans
(197,261
)
 
(175,497
)
     New funding of subordinate loans and other lending assets
—

 
(276,607
)
     Add-on funding of subordinate loans and other lending assets
(25,766
)
 
(12,825
)
     Proceeds received from the repayment and sale of commercial mortgage loans
397,994

 
341,453

     Proceeds received from the repayment of subordinate loans and other lending assets
1,885

 
130,567

     Origination and exit fees received on commercial mortgage loans, and subordinate loans
and other lending assets, net
6,110

 
12,275

     Increase (decrease) in collateral held related to derivative contracts, net
55,550

 
(18,180
)
Net cash (used in) provided by investing activities
(208,928
)
 
(510,124
)
Cash flows from financing activities:
 
 
 
     Proceeds from issuance of common stock
—

 
315,157

     Redemption of preferred stock
—

 
(172,500
)
     Repurchase of common stock
(46,279
)
 
—

     Payment of offering costs
—

 
(141
)
     Proceeds from secured debt arrangements
1,373,643

 
981,529

     Repayments of secured debt arrangements
(980,280
)
 
(1,063,071
)
     Repayments of senior secured term loan principal
(2,500
)
 
—

     Proceeds from issuance of senior secured term loan
—

 
497,500

     Exchanges of convertible senior notes
—

 
(704
)
     Payment of deferred financing costs
(7,522
)
 
(9,416
)
Other financing activities
(6,494
)
 
—

     Dividends on common stock
(133,446
)
 
(126,289
)
     Dividends on preferred stock
(6,770
)
 
(15,204
)
Net cash (used in) provided by financing activities
190,352

 
406,861

Net increase in cash and cash equivalents
34,883

 
6,666

Cash and cash equivalents, beginning of period
452,282

 
109,806

Cash and cash equivalents, end of period
$
487,165

 
$
116,472

Supplemental disclosure of cash flow information:
 
 
 
     Interest paid
$
71,974

 
$
62,915

Supplemental disclosure of non-cash financing activities:
 
 
 
     Exchange of convertible senior notes for common stock
$
—

 
$
33,778

     Dividend declared, not yet paid
$
56,256

 
$
74,295

     Offering costs payable
$
—

 
$
265

     Loan proceeds held by servicer
$
—

 
$
4,619

     Deferred financing costs, not yet paid
$
2,596

 
$
4,095

Transfer of proceeds borrowed under secured credit facilities to Barclays Private Securitization
$
782,006

 
$
—




















































See notes to unaudited condensed consolidated financial statements.

7



Apollo Commercial Real Estate Finance, Inc. and Subsidiaries
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 loan loss allowances. Actual results could differ from those 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, 2019 ("Annual Report"), 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 and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year or any other future period.
We currently operate in one reporting segment.
Risks and Uncertainties
During the first quarter of 2020, there was a global outbreak of a novel coronavirus ("COVID-19"), which was declared by the World Health Organization as a pandemic. In response to COVID-19, the United States and numerous other countries have declared national emergencies, which has led to large scale quarantines as well as restrictions to business deemed non-essential. These responses to COVID-19 have disrupted economic activities and could have a continued significant adverse effect on economic and market conditions. As we are still in the midst of the COVID-19 pandemic we are not in a position to estimate the ultimate impact this will have on our business and the economy as a whole. We believe the estimates used in preparing our financial statements and related footnotes are reasonable and supportable based on the best information available to us as of June 30, 2020. The uncertainty surrounding COVID-19 may materially impact the accuracy of the estimates and assumptions used in the financial statements and related footnotes and, as a result, actual results may vary significantly from estimates.
Current Expected Credit Losses ("CECL")
In June 2016, the FASB issued ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"), which we refer to as the "CECL Standard." This update has changed how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value. The CECL Standard replaced the "incurred loss" approach under existing guidance with an "expected loss" model for instruments measured at amortized cost. The CECL Standard requires entities to record allowances for held-to-maturity debt securities that are deducted from the carrying amount of the assets to present the net carrying value at the amounts expected to be collected on the assets. We continue to 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

8



financial difficulty. In addition, we now record a general allowance in accordance with the CECL Standard on the remainder of the loan portfolio ("General CECL Allowance", and together with the Specific CECL Allowance, "CECL Allowances") on a collective basis by assets with similar risk characteristics.
The CECL Standard requires us to record an allowance for credit losses that are deducted from the carrying amount of our loan portfolio to present the net carrying value at the amounts expected to be collected on the assets. We adopted the CECL Standard through a cumulative-effect adjustment to retained earnings on January 1, 2020. Subsequent changes to the General CECL Allowance are recognized through net income (loss) on our condensed consolidated statement of operations.
The CECL Standard requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the macroeconomic environment. The FASB recognizes what is known as the weighted average remaining maturity ("WARM") method as an acceptable approach for computing current expected credit losses. We have adopted the WARM method to comply with the CECL Standard 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. For loans where we have deemed the borrower/sponsor to be experiencing financial difficulty, we have elected to apply a practical expedient in which the fair value of the underlying collateral is compared to the amortized cost of the loan in determining a Specific CECL Allowance.
In accordance with the WARM method, an annual historical loss rate is applied to the amortized cost of an asset or pool of assets over the remaining expected life. The WARM method requires consideration of the timing of expected future fundings of existing commitments and repayments over each asset’s remaining life. An annual loss factor, adjusted for macroeconomic estimates, is applied over each subsequent period and aggregated to arrive at the General CECL Allowance.
In determining the General CECL Allowance, 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. The standard requires the use of significant judgment to arrive at an estimated credit loss. There is significant uncertainty related to future macroeconomic conditions as the result of COVID-19.
We derived an annual historical loss rate based on a commercial mortgage backed securities ("CMBS") database with historical losses from 1998 to the first quarter of 2020 provided by a third party, Trepp LLC. We applied 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 was further adjusted to reflect our expectations of the macroeconomic environment for a reasonable and supportable forecast period which we have determined to be one year.
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. The subordinate loan, by virtue of being the first loss position, is 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 the condensed consolidated balance sheet within accounts payable, accrued expenses and other liabilities. At adoption, the General CECL Allowance was $30.9 million and was recorded in the condensed consolidated statement of changes in stockholders’ equity.
Refer to Note 4 - Commercial Mortgage, Subordinate Loans and Other Lending Assets for further information regarding CECL.

Secured Debt Arrangements
Secured debt arrangements are accounted for as financing transactions, unless they meet the criteria for sale accounting. Loans financed through a secured debt arrangement remain on our balance sheet as an asset and cash received from the purchaser is recorded on our condensed consolidated balance sheet as a liability. Interest incurred in accordance with secured debt arrangements is recorded as interest expense.
During the second quarter 2020, we entered into a private securitization with Barclays Bank, plc (the "Barclays Private Securitization"). We have determined that the issuer of this securitization, ACRE Debt 2 PLC, is a Variable Interest Entity ("VIE") of which we were deemed to be the primary beneficiary and therefore, we consolidated the operations of this entity for GAAP. The collateral assets of the securitization are included in commercial mortgage loans, net on our condensed consolidated balance sheet. The liabilities of the securitization to the senior noteholders, excluding the notes held by us, are included in secured debt arrangements, net on our condensed consolidated balance sheet.

9




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 values. 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 ASC 820 "Fair Value Measurements and Disclosures" 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 will be 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 will 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 estimated fair values of our derivative instruments are determined using a discounted cash flow analysis on the expected cash flows of each instrument. Our derivative instruments are classified as Level II in the fair value hierarchy.
The fair values of foreign exchange 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.
The fair value of interest rate swaps is determined by comparing the present value of remaining fixed payments to the present value of expected floating rate payments based on the forward one-month London Inter-bank Offered Rate ("LIBOR") curve. As of June 30, 2020, we had no interest rate swaps on our condensed consolidated balance sheet.
The fair value of our interest rate cap is determined by using the market standard methodology of discounting the future expected cash receipts that would occur if 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 volatilities.
The following table summarizes the levels in the fair value hierarchy into which our derivative assets were categorized as of June 30, 2020 and December 31, 2019 ($ in thousands): 
 
Fair Value as of June 30, 2020
 
Fair Value as of December 31, 2019
 
Level I
 
Level II
 
Level III
 
Total
 
Level I
 
Level II
 
Level III
 
Total
Foreign currency forward, net
$
—

 
$
48,556

 
$
—

 
$
48,556

 
$
—

 
$
—

 
$
—

 
$
—

Interest rate cap
—

 
738

 
—

 
738

 
—

 
—

 
—

 
—

Total financial instruments assets
$
—

 
$
49,294

 
$
—

 
$
49,294

 
$
—

 
$
—

 
$
—

 
$
—



10



The following table summarizes the levels in the fair value hierarchy into which our derivative liabilities were categorized as of June 30, 2020 and December 31, 2019 ($ in thousands): 
 
Fair Value as of June 30, 2020
 
Fair Value as of December 31, 2019
 
Level I
 
Level II
 
Level III
 
Total
 
Level I
 
Level II
 
Level III
 
Total
Foreign currency forward, net
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
(4,876
)
 
$
—

 
$
(4,876
)
Interest rate swap liability
—

 
—

 
—

 
—

 
—

 
(14,470
)
 
—

 
(14,470
)
Total financial instrument liabilities
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
(19,346
)
 
$
—

 
$
(19,346
)


Note 4 – Commercial Mortgage, Subordinate Loans and Other Lending Assets, Net
Our loan portfolio was comprised of the following at June 30, 2020 and December 31, 2019 ($ in thousands):
Loan Type
 
June 30, 2020
 
December 31, 2019
Commercial mortgage loans, net (1)
 
$
5,343,437

 
$
5,326,967

Subordinate loans and other lending assets, net
 
1,044,400

 
1,048,126

Total
 
$
6,387,837

 
$
6,375,093



  ———————
(1)
Includes $125.7 million and $126.7 million in 2020 and 2019, respectively, of contiguous financing structured as subordinate loans.


Our loan portfolio consisted of 95% floating rate loans, based on amortized cost, as of June 30, 2020 and December 31, 2019, respectively.

 
Activity relating to our loan portfolio, for the six months ended June 30, 2020, was as follows ($ in thousands):
 
 
Principal
Balance
 
Deferred Fees/Other Items (1)
 
Specific Provision for Loan Loss
 
Carrying Value, Net
December 31, 2019
 
$
6,467,842

 
$
(35,768
)
 
$
(56,981
)
 
$
6,375,093

New loan fundings
 
447,440

 
—

 
—

 
447,440

Add-on loan fundings (2)
 
223,027

 
—

 
—

 
223,027

Loan repayments and sales
 
(398,402
)
 
—

 
—

 
(398,402
)
Gain (loss) on foreign currency translation
 
(90,893
)
 
1,327

 
—

 
(89,566
)
Specific CECL Allowance
 
—

 
—

 
(140,500
)
 
(140,500
)
Realized loss on investment
 
(15,000
)
 
—

 
—

 
(15,000
)
Net loss on loan sales
 
(4,948
)
 
3,543

 
—

 
(1,405
)
Deferred fees
 
—

 
(5,718
)
 
—

 
(5,718
)
PIK interest and amortization of fees
 
24,656

 
12,756

 
—

 
37,412

June 30, 2020
 
$
6,653,722

 
$
(23,860
)
 
$
(197,481
)
 
$
6,432,381

General CECL Allowance (3)
 
 
 
 
 
 
 
(44,544
)
Carrying value net, as of June 30, 2020
 
 
 
 
 
 
 
$
6,387,837

———————
(1)
Other items primarily consist of purchase discounts or premiums, gains and losses on loan sales, exit fees and deferred origination expenses.
(2)
Represents fundings for loans closed prior to 2020.
(3)
$4.1 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 the condensed consolidated balance sheet.

The following table details overall statistics for our loan portfolio at the dates indicated ($ in thousands):

11



 
 
June 30, 2020
 
December 31, 2019
Number of loans
 
71

 
72

Principal balance
 
$
6,653,722

 
$
6,467,842

Carrying value, net
 
$
6,387,837

 
$
6,375,093

Unfunded loan commitments (1)
 
$
1,462,774

 
$
1,952,887

Weighted-average cash coupon (2)
 
5.9
%
 
6.5
%
Weighted-average remaining fully-extended term (3)
 
3.1 years

 
3.3 years

Weighted-average expected term (4)
 
2.1 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 or cost recovery 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 June 30, 2020 and December 31, 2019, respectively.

Property Type

The table below details the property type of the properties securing the loans in our portfolio at the dates indicated ($ in thousands):
 
 
June 30, 2020
 
December 31, 2019
Property Type
 
Carrying
Value
 
% of
Portfolio(1)
 
Carrying
Value
 
% of
Portfolio
Office
 
$
1,764,267

 
27.4
%
 
$
1,401,400

 
22.0
%
Hotel
 
1,551,144

 
24.1

 
1,660,162

 
26.0

Residential-for-sale: construction
 
783,359

 
12.2

 
692,816

 
10.9

Residential-for-sale: inventory
 
282,034

 
4.4

 
321,673

 
5.1

Urban Retail
 
622,894

 
9.7

 
643,706

 
10.1

Healthcare
 
355,121

 
5.5

 
371,423

 
5.8

Urban Predevelopment
 
294,401

 
4.6

 
409,864

 
6.4

Other
 
779,161

 
12.1

 
874,049

 
13.7

Total
 
$
6,432,381

 
100.0
%
 
$
6,375,093

 
100.0
%
General CECL Allowance
 
(44,544
)
 
 
 
 
 
 
Total carrying value, net
 
$
6,387,837

 
 
 


 



  ———————
(1) Percentage of portfolio calculations are made prior to consideration of General CECL Allowance.

Geography

The table below details the geographic distribution of the properties securing the loans in our portfolio at the dates indicated ($ in thousands):
 
 
June 30, 2020
 
December 31, 2019
Geographic Location
 
Carrying
Value
 
% of
Portfolio(1)
 
Carrying
Value
 
% of
Portfolio
New York City
 
$
2,359,066

 
36.7
%
 
$
2,167,487

 
34.0
%
Northeast
 
132,308

 
2.1

 
110,771

 
1.7

United Kingdom
 
1,236,696

 
19.2

 
1,274,390

 
20.0

West
 
725,507

 
11.3

 
728,182

 
11.4

Midwest
 
556,873

 
8.6

 
614,337

 
9.6

Southeast
 
521,586

 
8.1

 
564,166

 
8.9

Other
 
900,345

 
14.0

 
915,760

 
14.4



12



Total
 
$
6,432,381

 
100.0
%
 
$
6,375,093

 
100.0
%
General CECL Allowance
 
(44,544
)
 
 
 
 
 
 
Total carrying value, net
 
$
6,387,837

 
 
 
 
 
 

  ———————
(1) Percentage of portfolio calculations are made prior to consideration of the General CECL Allowance.

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 ratio ("LTV"), 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. 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:
1.    Very low risk
2.    Low risk
3. Moderate/average risk
4. High risk/potential for loss: a loan that has a risk of realizing a principal loss
5. 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 allocate the carrying value of our loan portfolio based on our internal risk ratings and date of origination at the dates indicated ($ in thousands):
June 30, 2020
 
 
 
 
 
 
 
 
 
Year Originated
Risk Rating
 
Number of Loans
 
Total
 
% of Portfolio
 
 
2020
 
2019
 
2018
 
2017
 
2016
 
Prior
1
 
—

 
—
 
—
%
 
 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

2
 
1

 
32,000
 
0.5
%
 
 
—

 
—

 
—

 
—

 
—

 
32,000

3
 
63

 
6,002,285
 
93.3
%
 
 
431,012

 
2,616,479

 
1,438,946
 
782,956

 
88,861
 
644,031

4
 
1

 
8,000

 
0.1
%
 
 
—

 
—

 
—

 
8,000

 
—

 
—

5
 
6

 
390,096

 
6.1
%
 
 
—

 
—

 
28,872
 
126,871

 
114,910
 
119,443

Total
 
71

 
$
6,432,381

 
100.0
%
 
 
$
431,012

 
$
2,616,479

 
$1,467,818
 
$
917,827

 
$203,771
 
$
795,474

General CECL Allowance
 
(44,544
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total carrying value, net
$
6,387,837

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
W.A. Risk Rating
3.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


December 31, 2019
 
 
 
 
 
 
 
 
 
Year Originated
Risk Rating
 
Number of Loans
 
Total
 
% of Portfolio
 
 
2019
 
2018
 
2017
 
2016
 
2015
 
Prior
1
 
—

 
$
—

 
—
%
 
 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

2
 
8

 
348,324

 
5.5
%
 
 
—

 
241,676

 
—

 
36,250

 
24,546

 
45,852

3
 
61

 
5,707,555

 
89.5
%
 
 
2,736,825

 
1,355,014

 
912,636

 
72,540

 
499,700

 
130,840

4
 
1

 
182,910

 
2.9
%
 
 
—

 
—

 
—

 
182,910

 
—

 
—

5
 
2

 
136,304

 
2.1
%
 
 
—

 
—

 
—

 
—

 
—

 
136,304

Total
 
72

 
$
6,375,093

 
100.0
%
 
 
$
2,736,825

 
$
1,596,690

 
$
912,636

 
$
291,700

 
$
524,246

 
$
312,996

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
W.A. Risk Rating
 
3.0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



13



Current Expected Credit Losses

Refer to the following schedule of the General CECL Allowance as of June 30, 2020, and as of the date of adoption, January 1, 2020 ($ in thousands):

 
 
June 30, 2020
 
January 1, 2020(1)
Commercial mortgage loans, net
 
$
22,775

 
$
12,149

Subordinate loans and other lending assets, net
 
21,769

 
15,630

Unfunded commitments(2)
 
4,119

 
3,088

Total General CECL Allowance
 
$
48,663

 
$
30,867

  ———————
(1) As of January 1, 2020, we adopted the CECL Standard through a cumulative-effect adjustment to retained earnings
(2) The General CECL Allowance on Unfunded commitments is recorded as a liability on the condensed consolidated balance sheet within accounts payable, accrued expenses and other liabilities

In assessing the General CECL Allowance, we consider macroeconomic factors, including unemployment rate, commercial real estate prices, and market liquidity. We compared the historical data for each metric to historical commercial real estate losses in order to determine the correlation of the data. We used 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 increased by $17.8 million from initial adoption on January 1, 2020, to June 30, 2020. The increase is predominantly related to a change in our view of estimated macroeconomic conditions in the backdrop of the global pandemic. Other factors that contributed to the increase include an increase in our view of remaining expected term of our loan portfolio and growth in the portfolio from new investments during the quarter.
The General CECL Allowance decreased by $15.7 million in the quarter ended June 30, 2020. The decrease is primarily related to an improved view of estimated macroeconomic conditions since prior quarter end. Other factors that contributed to the decrease were seasoning of the portfolio and loan sales that occurred during the quarter.
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.

We have made an accounting policy election to exclude $44.0 million accrued interest receivable, included in Other Assets on the condensed consolidated balance sheet, 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 uncollected accrued interest receivable is written off in a timely manner. We discontinue 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. Under certain circumstances, we may apply the cost recovery method under which interest collected on a loan is a reduction to its amortized cost. The amortized cost basis for loans on cost recovery was $390.1 million and $136.3 million as of June 30, 2020 and December 31, 2019, respectively. For the three and six months ended June 30, 2020, we received $0.6 million and $1.2 million, respectively, in interest that reduced amortized cost under the cost recovery method. Accrued interest is past due for 90 or more days for loans with an amortized cost basis of $390.1 million and $136.3 million as of June 30, 2020 and December 31, 2019, respectively.

The following schedule illustrates the quarterly changes in the CECL Allowance since we adopted the CECL Standard on January 1, 2020 ($ in thousands):

 
 
Specific CECL Allowance(1)
 
General CECL Allowance
 
Total CECL Allowance
 
CECL Allowance as % of Amortized Cost
 
 
 
Funded
Unfunded
Total
 
 
General
Total
December 31, 2019
$
56,981

 
$
—

$
—

$
—

 
$
56,981

 
—
%
—
%
Changes:
 
 
 
 
 
 
 
 
 
 
 
January 1, 2020 - Adoption of CECL Standard
—

 
27,779

3,088

30,867

 
30,867

 

 
 
Q1 Allowances
150,000

 
30,494

2,971

33,465

 
183,465

 
 
 

14



March 31, 2020
$
206,981

 
$
58,273

$
6,059

$
64,332

 
$
271,313

 
1.08
%
4.05
%
Changes:
 
 
 
 
 
 
 
 
 
 
 
Q2 Allowances (Reversals)
5,500

 
(13,729
)
(1,940
)
(15,669
)
 
(10,169
)
 
 
 
 
Realized Loss
(15,000
)
 
—

—

—

 
(15,000
)
 
 
 
June 30, 2020
$
197,481

 
$
44,544

$
4,119

$
48,663

 
$
246,144

 
0.81
%
3.71
%
  ———————
(1) As of December 31, 2019, amount represents specific loan loss provisions recorded on assets before the adoption of the CECL Standard. After the adoption of the CECL Standard on January 1, 2020, amounts represent Specific CECL Allowances.


Specific CECL Allowance

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. 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.

We evaluate our loans on a quarterly basis. For 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 accordance with the practical expedient approach, we determine the loan loss provision to be the difference between the fair value of the underlying collateral and the carrying value of the loan (prior to the loan loss provision). The fair value of the underlying collateral is determined by using method(s) including a discounted cash flow ("DCF") 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 evaluate modifications to our loan portfolio to determine if the modifications constitute a troubled debt restructuring ("TDR") and/or substantial modification, under ASC Topic 310 "Receivables". During the second quarter of 2020, one commercial mortgage loan, secured by a hotel in New York City, was restructured and was deemed to be a TDR. In connection with this restructuring, the borrower contributed additional equity of $15.0 million and concurrently we wrote down our principal on this loan by $15.0 million, which had been previously recorded as a Specific CECL Allowance. As of June 30, 2020, the loan had a principal balance and amortized cost of $142.8 million and $144.3 million, respectively, has a risk rating of 3, and is on accrual status. During the three months ended June 30, 2020, the CECL Allowance of $15.0 million was reversed through reversal of loan losses, while the write-down was recorded in realized loss on investments in the condensed consolidated statement of operations.

The following table summarizes the specific provision for loan losses that has been recorded on our portfolio as of June 30, 2020 ($ in thousands):


15



Type
Property type
Location
Amortized cost(1)
Interest recognition status/ as of date
Mortgage
 
 
 
 
Urban Predevelopment(3)
Brooklyn, NY
126,871

Cost Recovery/ 3/1/2020
 
Urban Predevelopment(3)
Miami, FL
114,910

Cost Recovery/ 3/1/2020
 
Retail Center(4)(5)
Cincinnati, OH
103,424

 Cost Recovery/ 10/1/2019
 
Hotel(2)
Pittsburgh, PA
28,872

Cost Recovery/ 3/31/2020
 
Residential-for-sale: inventory(6)(7)
Bethesda, MD
2,695

Cost Recovery/ 1/1/2018
Mortgage total:
 
$
376,772

 
Mezzanine
 
 
 
 
Hotel(2)
Washington, DC
$
13,324

 Cost Recovery/ 3/31/2020
Mezzanine total:
 
$
13,324

 
Grand total:
 
$
390,096

 
  ———————

(1)
Amortized cost is shown net of $197.5 million of provisions, $5.5 million and $140.5 million of which were taken during the three and six months ended June 30, 2020 due to factors including COVID-19. See Note 2 for additional information regarding COVID-19.
(2)
The fair value of hotel collateral was determined by applying a discount rate ranging from 8.5% to 11.0% and a capitalization rate ranging from 7.0% to 9.0%. For the hotel located in Washington, DC, during the three and six months ended June 30, 2020, $0.2 million of interest paid was applied towards reducing the carrying value of the loan.
(3)
The fair value of urban predevelopment collateral was determined by assuming rent per square foot ranging from $48 to $225 and a capitalization rate ranging from 5.0% to 5.5%.
(4)
The fair value of retail collateral was determined by applying a capitalization rate of 8.3%.
(5)
The entity in which we own an interest and which owns the underlying property was deemed to be a VIE and we determined that we are not the primary beneficiary of that VIE. During the three and six months ended June 30, 2020, $0.4 million and $1.1 million, respectively, of interest paid was applied towards reducing the carrying value of the loan.
(6)
The fair value of residential-for-sale: inventory was determined by assuming a sales price per square foot of $371.
(7)
A $3.0 million portion of this provision was recorded on an investment previously recorded under other assets on our condensed consolidated balance sheet.
Other Loan and Lending Assets Activity
We recognized payment-in-kind ("PIK") interest of $12.4 million and $24.8 million for the three and six months ended June 30, 2020, respectively, and $14.6 million and $29.1 million for the three and six months ended June 30, 2019, respectively.
We recognized $0 and $0.2 million in pre-payment penalties and accelerated fees for the three and six months ended June 30, 2020, respectively, and $0 and $3.7 million for the three and six months ended June 30, 2019, respectively.
Our portfolio includes two other lending assets, which are subordinate risk retention interests in securitization vehicles. The underlying mortgages related to our subordinate risk retention interests are secured by a portfolio of properties located throughout the United States. Our maximum exposure to loss from the subordinate risk retention interests is limited to the book value of such interests of $68.1 million as of June 30, 2020. These interests have a weighted average maturity of 6.30 years. We are not obligated to provide, and do not intend to provide financial support to these subordinate risk retention interests. Both interests are accounted for as held-to-maturity and recorded at amortized cost on the condensed consolidated balance sheet.
In January 2020, we sold £62.2 million ($81.3 million assuming conversion into U.S. dollars) in a mezzanine loan and £50.0 million ($65.3 million assuming conversion into U.S. dollars) unfunded commitment of a senior mortgage secured by a mixed-use property in London, UK to a fund managed by an affiliate of the Manager, that was originated by us in December 2019. This transaction was evaluated under ASC 860 - Transfers and Servicing, and we determined that it qualifies as a sale and accounted for as such. We recorded no gain or loss related to this sale.
In May 2020, we sold interests in three construction loans, with aggregate commitments of $262 million (of which approximately $90 million was funded at the time of sale). The sales were comprised of 100% of our interests in two loans and 40% of our interest in one loan. The sales were to entities managed by affiliates of the Manager. In connection with these sales, we agreed to indemnify each buyer on a limited basis for realized losses of up to 10% of the committed amount on each of the loans provided that; (i) the loan is in default on or prior to December 15, 2020 and (ii) the buyer realized a loss from an enforcement action pursuant to the underlying loan agreement on or prior to June 15, 2021. The limited indemnity does not cover a loss on sale of the loan or an unrealized mark-to-market loss. We recorded a loss of approximately $0.7 million in connection with these sales. These transactions were evaluated under ASC 860 - Transfers and Servicing, and we determined that they qualify as sales and accounted for them as such.
In June 2020, we sold the remaining 60% of our interest in the above-mentioned construction loan, with a commitment of $114.9 million (of which approximately $37 million was funded at the time of sale). The sales were to entities managed by an affiliate of the Manager. We recorded a loss of approximately $0.7 million in connection with these sales. These transactions

16



were evaluated under ASC 860 - Transfers and Servicing, and we determined that they qualify as sales and accounted for them as such.

Note 5 – Loan Proceeds Held by Servicer
Loan proceeds held by servicer represents principal payments held by our third-party loan servicer as of the balance sheet date which were remitted to us subsequent to the balance sheet date. There were no loan proceeds held by servicer as of June 30, 2020. Loan proceeds held by servicer were $8.3 million as of December 31, 2019.

Note 6 – Other Assets
The following table details the components of our other assets at the dates indicated ($ in thousands):
 
June 30, 2020
 
December 31, 2019
Interest receivable
$
44,016

 
$
35,581

Collateral deposited under derivative agreements
—

 
17,090

Other
1,202

 
45

Total
$
45,218

 
$
52,716





Note 7 – Secured Debt Arrangements, Net
At June 30, 2020 and December 31, 2019, our borrowings included the following secured debt arrangements, maturities and weighted-average interest rates ($ in thousands):
 
 
 
June 30, 2020
 
December 31, 2019
 
 
Maximum Amount of Borrowings(1)
 
Borrowings Outstanding(1)
 
Maturity (2)
 
Maximum Amount of Borrowings(1)
 
Borrowings Outstanding(1)
 
Maturity (2)
 
JPMorgan (USD)
$
1,138,858

 
$
993,495

 
June 2024
 
$
1,154,109

 
$
1,090,160

 
June 2024
 
JPMorgan (GBP)
93,738

 
93,738

 
June 2024
 
51,702

 
50,410

 
June 2024
 
JPMorgan (EUR)
67,404

 
67,404

 
June 2024
 
94,189

 
94,189

 
June 2024
 
DB (USD)
1,000,000

 
509,800

 
March 2023
 
1,250,000

 
513,876

 
March 2021
 
Goldman (USD)
500,000

 
354,562

 
November 2021
 
500,000

 
322,170

 
November 2021
 
CS - USD
332,444

 
321,518

 
January 2023(3)
 
226,068

 
218,644

 
June 2020
 
CS - GBP
84,618

 
84,618

 
March 2021(3)
 
93,915

 
93,915

 
June 2020
 
HSBC - USD
47,223

 
47,223

 
January 2021
 
50,625

 
50,625

 
October 2020
 
HSBC - GBP
—

 
—

 
N/A
 
34,634

 
34,634

 
June 2020
 
HSBC - EUR
150,621

 
150,621

 
July 2021
 
154,037

 
154,037

 
January 2021
 
Barclays (USD)
200,000

 
35,192

 
March 2024
 
N/A

 
N/A

 
N/A
 
Barclays (GBP)
—

 
—

 
N/A(4)
 
538,916

 
290,347

 
February 2024(5)
 
Barclays (EUR)
—

 
—

 
N/A(4)
 
182,549

 
182,549

 
November 2020
 
Total Secured Credit Facilities
3,614,906

 
2,658,171

 

 
4,330,744

 
3,095,556

 
 
 
Barclays Private Securitization
782,006

 
782,006

 
July 2023(5)
 
N/A

 
N/A

 
N/A
 
Total Secured Debt Arrangements
4,396,912

 
3,440,177

 
 
 
4,330,744

 
3,095,556

 
 
 
less: deferred financing costs
N/A

 
(15,079
)
 
 
 
N/A

 
(17,190
)
 
 
 
Total Secured Debt Arrangements, net(6)(7)(8)
$
4,396,912

 
$
3,425,098

 
 
 
$
4,330,744

 
$
3,078,366

 
 

17



———————
(1)
As of June 30, 2020, British Pound Sterling ("GBP") and Euros ("EUR") borrowings were converted to U.S. Dollars ("USD") at a rate of 1.24 and 1.12, respectively. As of December 31, 2019, GBP and EUR borrowings were converted at a rate of 1.33 and 1.12, respectively.
(2) Maturity date assumes extensions at our option are exercised with consent of financing providers, where applicable.
(3) Assumes financings are extended in line with the underlying loans.
(4) As of June 30, 2020, there are no loans pledged to this facility.
(5) Represents weighted average maturity across various financings with the counterparty. See below for additional details.
(6) Weighted-average borrowing costs as of June 30, 2020 and December 31, 2019 were USD L + 2.13% / GBP L + 1.87% / EUR L + 1.46% and USD L + 2.07% / GBP L + 1.75% / EUR L + 1.36%, respectively.
(7) Weighted average advance rates based on cost as of June 30, 2020 and December 31, 2019 were 64.5% (63.6% (USD) / 68.8% (GBP) / 61.6% (EUR)) and 63.8% (66.7% (USD) / 47.1% (GBP) / 76.1% (EUR)).
(8) As of June 30, 2020 and December 31, 2019, approximately 56% and 54% of the outstanding balance under these secured borrowings were recourse to us.

Each of our existing secured debt arrangements include "credit based and other mark-to-market" features. "Credit mark-to-market" provisions in repurchase facilities are designed to keep the lenders' credit exposure generally constant as a percentage of the underlying collateral value of the assets pledged as security to them. If the credit of the underlying collateral value decreases, the amount of leverage available to us will be reduced as our assets are marked-to-market, which would reduce our liquidity. Generally, the lender under the applicable secured debt arrangement calls for and/or sets the valuation and any revaluation of the collateral assets in its sole, good faith discretion. If it is determined (subject to certain conditions) that the market value of the underlying collateral has decreased by more than a defined minimum amount, the lender may require us to provide additional collateral or may make margin calls, which may require us to repay all or a portion of the funds advanced. We closely monitor our liquidity and intend to maintain sufficient liquidity on our balance sheet in order to meet any margin calls in the event of any significant decreases in asset values. As of June 30, 2020 and December 31, 2019, the weighted average haircut under our secured debt arrangements was approximately 35% and 36%, respectively. In addition, our existing secured debt arrangements are not entirely term-matched financings and may mature before our commercial real estate debt investments that represent underlying collateral to those financings. We are in frequent dialogue with the lenders under our secured debt arrangements regarding our management of their collateral assets and as we negotiate renewals and extensions of these liabilities, we may experience lower advance rates and higher pricing under the renewed or extended agreements.
JPMorgan Facility
In November 2019, through three indirect wholly-owned subsidiaries, we entered into a Sixth Amended and Restated Master Repurchase Agreement with JPMorgan Chase Bank, National Association (as amended, the "JPMorgan Facility"). The JPMorgan Facility allows for $1.3 billion of maximum borrowings (with amounts borrowed in British pounds and Euros converted to U.S. dollars for purposes of calculating availability based on the greater of the spot rate as of the initial financing under the corresponding mortgage loan and the then-current spot rate) and matures in June 2022 and has two one-year extensions available at our option, which are subject to certain conditions. The JPMorgan Facility enables us to elect to receive advances in U.S. dollars, GBP, or EUR. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $1.2 billion (including £75.6 million and €60.0 million assuming conversion into USD) of borrowings outstanding under the JPMorgan Facility secured by certain of our commercial mortgage loans.
DB Facility
In March 2020, through an indirect wholly-owned subsidiary, we entered into a Third Amended and Restated Master Repurchase Agreement with Deutsche Bank AG, Cayman Islands Branch, London Branch (as amended, the "DB Facility"), which provides for advances of up to $1.0 billion for the sale and repurchase of eligible first mortgage loans secured by commercial or multifamily properties located in the United States, United Kingdom and the European Union, and enables us to elect to receive advances in USD, GBP, or EUR. The repurchase facility matures in March 2021, and has two one-year extensions available at our option, subject to certain conditions. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $509.8 million of borrowings outstanding under the DB Facility secured by certain of our commercial mortgage loans.
Goldman Facility
In November 2017, through an indirect wholly-owned subsidiary, we entered into a master repurchase and securities contract agreement with Goldman Sachs Bank USA (the "Goldman Facility"), which provides advances up to $500.0 million and matures in November 2020, and has one one-year extension available at our option, subject to certain conditions. Margin calls may occur any time at specified margin deficit thresholds.
As of June 30, 2020, we had $354.6 million of borrowings outstanding under the Goldman Facility secured by certain of our commercial mortgage loans.

18



CS Facility - USD
In July 2018, through an indirect wholly-owned subsidiary, we entered into a Master Repurchase Agreement with Credit Suisse AG, acting through its Cayman Islands Branch and Alpine Securitization Ltd (the "CS Facility - USD"), which provides for advances for the sale and repurchase of eligible commercial mortgage loans secured by real estate. The CS Facility - USD has an "evergreen" feature such that the facility continues unless terminated at any time by Credit Suisse with six months' notice. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $321.5 million of borrowings outstanding under the CS Facility - USD secured by certain of our commercial mortgage loans.
CS Facility - GBP
In June 2018, through an indirect wholly-owned subsidiary, we entered into a Global Master Repurchase Agreement with Credit Suisse Securities (Europe) Limited (the "CS Facility - GBP"), which provides for advances for the sale and repurchase of eligible commercial mortgage loans secured by real estate. The CS Facility - GBP has an "evergreen" feature such that the facility continues unless terminated at any time by Credit Suisse with six months' notice. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $84.6 million (£68.2 million assuming conversion into USD) of borrowings outstanding under the CS Facility - GBP secured by one commercial mortgage loan.
HSBC Facility - USD    
In October 2019, through an indirect wholly-owned subsidiary, we entered into a secured debt arrangement with HSBC Bank plc (the "HSBC Facility - USD"), which provides for a single asset financing. The facility is scheduled to mature in January 2021. Margin calls may occur any time at specified aggregate margin thresholds.
As of June 30, 2020, we had $47.2 million of borrowings under the HSBC Facility - USD secured by one commercial mortgage loan.
HSBC Facility - GBP
In September 2018, through an indirect wholly-owned subsidiary, we entered into a secured debt arrangement with HSBC Bank plc (the "HSBC Facility - GBP"), which provided for a single asset financing. The facility matured and was repaid in June 2020 in connection with the repayment of the underlying loan.
HSBC Facility - EUR
In July 2019, through an indirect wholly-owned subsidiary, we entered into a secured debt arrangement with HSBC Bank plc (the "HSBC Facility - EUR"), which provides for a single asset financing. The facility matures in July 2021. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $150.6 million (€134.1 million assuming conversion into USD) of borrowings outstanding under the HSBC Facility - EUR secured by one commercial mortgage loan.
Barclays Facility - USD
In March 2020, through an indirect wholly-owned subsidiary, we entered into a secured debt arrangement pursuant to a Master Repurchase Agreement with Barclays Bank plc ("Barclays Facility - USD"). The Barclays Facility - USD allows for $200.0 million of maximum borrowings and initially matures in March 2023 with extensions available at our option, subject to certain conditions. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $35.2 million of borrowings outstanding under the Barclays Facility - USD secured by one commercial mortgage loan.
Barclays Facility - GBP/EUR
Beginning in October 2019, through an indirect wholly-owned subsidiary, we entered into five secured debt arrangements pursuant to a Global Master Repurchase Agreement with Barclays Bank plc (the "Barclays Facility - GBP/EUR"). In June 2020, all assets previously financed pursuant to this facility were refinanced under the Barclays Private Securitization.
Barclays Private Securitization

19



In June 2020, through a newly formed entity, we entered into a private securitization with Barclays Bank plc. Barclays Bank plc retained $782.0 million senior notes from the securitization. This Barclays Private Securitization finances the loans that were previously financed under the Barclays Facility - GBP/EUR. In addition, we pledged an additional commercial mortgage loan with an outstanding principal balance of £26.0 million and pledged additional collateral of a financed loan of €5.3 million ($38.2 million in USD).
The securitization eliminates 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 LTV based covenants with significant headroom to existing levels that are also subject to a six-month holiday through December 2020. These deleveraging requirements 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. In addition to the pledge of the additional collateral noted above, we paid down the previous financing by €16.5 million (totaling $18.5 million in USD) and agreed to increase the financing spreads by 0.25%.
The table below provides the borrowings outstanding and weighted-average fully-extended maturities by currency for the assets financed under the Barclays Private Securitization ($ in thousands):
 
Borrowings outstanding
Fully-Extended Maturity(1)
Total/Weighted-Average GBP
$644,397
December 2023
Total/Weighted-Average EUR
137,609
May 2021(2)
Total/Weighted-Average Securitization
$782,006
July 2023
———————
(1) Assumes underlying loans extend to fully extended maturity and extensions at our option are exercised.
(2) The EUR portion of the Barclays Private Securitization has an "evergreen" feature such that the facility continues for one 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 sheet ($ in thousands):
 
June 30, 2020
Assets:
 
Commercial mortgage loans, net(1)
$
1,169,978

Liabilities:
 
Secured debt arrangements, net
$
782,006

Accounts payable, accrued expenses and other liabilities(2)
317

Total Liabilities
782,323

———————
(1) Net of the General CECL Allowance of $6.9 million.
(2) Represents General CECL Allowance related to unfunded commitments.

As of June 30, 2020, we had $782.0 million (£519.6 million and €122.5 million assuming conversion into USD) of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.
At June 30, 2020, our borrowings had the following remaining maturities ($ in thousands):
 
Less than
1 year
 
1 to 3
years
 
3 to 5
years
 
More than
5 years
 
Total
JPMorgan
$
61,836

 
$
415,766

 
$
677,035

 
$
—

 
$
1,154,637

DB
15,594

 
494,206

 
—

 
—

 
509,800

Goldman
—

 
354,562

 
—

 
—

 
354,562

CS - USD
—

 
198,154

 
123,364

 
—

 
321,518

CS - GBP(1)
84,618

 
—

 
—

 
—

 
84,618


20



HSBC - USD
47,223

 
—

 
—

 
—

 
47,223

HSBC - EUR
—

 
150,621

 
—

 
—

 
150,621

Barclays (USD)
—

 
—

 
35,192

 
—

 
35,192

Barclays Private Securitization
137,610

 
156,718

 
487,678

 
—

 
782,006

Total
$
346,881

 
$
1,770,027

 
$
1,323,269

 
$
—

 
$
3,440,177

———————
(1) Subsequent to quarter end, the outstanding balance was repaid in connection with the sale of the underlying loan. For more information, see "Note 18 - Subsequent Events."

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 June 30, 2020, as well as the maximum and average month-end balances for the six months ended June 30, 2020 for our borrowings under secured debt arrangements ($ in thousands).
 
As of June 30, 2020
 
For the six months ended June 30, 2020
 
Balance
 
Amortized Cost of Collateral
 
Maximum Month-End
Balance
 
Average Month-End
Balance
JPMorgan
$
1,154,637

 
$
1,934,291

 
$
1,192,288

 
$
1,080,012

DB
509,800

 
786,913

 
514,301

 
491,215

Goldman
354,562

 
546,776

 
359,541

 
337,854

CS - USD
321,518

 
451,872

 
336,448

 
324,101

CS - GBP
84,618

 
121,288

 
90,111

 
86,189

HSBC - USD
47,223

 
67,122

 
50,625

 
48,924

HSBC - GBP
—

 
—

 
34,501

 
27,417

HSBC - EUR
150,621

 
195,326

 
152,389

 
150,289

Barclays (USD)
35,192

 
49,865

 
35,193

 
23,462

Barclays (GBP)
—

 
—

 
666,810

 
521,385

Barclays (EUR)
—

 
—

 
180,595

 
141,042

Barclays Private Securitization
782,006

 
1,176,927

 
782,006

 
130,334

Total
$
3,440,177

 
$
5,330,380

 

 
 

The table below summarizes the outstanding balances at December 31, 2019, as well as the maximum and average month-end balances for the year ended December 31, 2019 for our borrowings under secured debt arrangements ($ in thousands).
 
As of December 31, 2019
 
For the year ended December 31, 2019
 
Balance
 
Amortized Cost of Collateral
 
Maximum Month-End
Balance
 
Average Month-End
Balance
JPMorgan
$
1,234,759

 
$
1,845,400

 
$
1,234,759

 
$
947,400

DB
513,876

 
766,676

 
757,117

 
604,067

Goldman
322,170

 
513,559

 
324,821

 
246,318

CS - USD
218,644

 
308,884

 
218,644

 
182,646

CS - GBP
93,915

 
129,723

 
150,811

 
134,694

HSBC - USD
50,625

 
66,960

 
50,625

 
50,625

HSBC - GBP
34,634

 
49,976

 
50,784

 
42,296

HSBC - EUR
154,037

 
190,780

 
154,037

 
151,889

Barclays (GBP)
290,347

 
738,455

 
290,347

 
139,004



21



Barclays (EUR)
182,549

 
241,674

 
182,549

 
181,159

Total
$
3,095,556

 
$
4,852,087

 

 
 

We were in compliance with the covenants under each of our secured debt arrangements at June 30, 2020 and December 31, 2019.
Note 8 – Senior Secured Term Loan, Net
In May 2019, we entered into a $500.0 million senior secured term loan. The senior secured term loan bears interest at LIBOR plus 2.75% and was issued at a price of 99.5%. The senior secured term loan matures in May 2026 and contains restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities.
During the three and six months ended June 30, 2020, we repaid $1.3 million and $2.5 million of principal related to the senior secured term loan, respectively. The outstanding principal balance as of June 30, 2020 and December 31, 2019 was $495.0 million and $497.5 million, respectively. As of June 30, 2020, the senior secured term loan had a carrying value of $485.2 million net of deferred financing costs of $7.7 million and an unamortized discount of $2.1 million. As of December 31, 2019, the senior secured term loan had a carrying value of $488.0 million net of deferred financing costs of $7.3 million and an unamortized discount of $2.2 million.
Covenants
The senior secured term loan includes the following financial covenants: (i) our ratio of total recourse debt to tangible net worth cannot be greater than 3:1; and (ii) our ratio of total unencumbered assets to total pari-passu indebtedness must be at least 1.25:1.
We were in compliance with the covenants under the senior secured term loan at June 30, 2020 and December 31, 2019.
Interest Rate Swap
In connection with the senior secured term loan, we previously entered into an interest rate swap to fix LIBOR at 2.12% effectively fixing our all-in coupon on the senior secured term loan at 4.87%. During the second quarter of 2020 we terminated the interest rate swap and recognized a realized loss of $53.9 million.
Interest Rate Cap
During the second quarter of 2020, we entered into a three-year interest rate cap to cap LIBOR at 0.75%. This effectively limits the maximum all-in coupon on our senior secured term loan to 3.50%. In connection with the interest rate cap, we incurred up-front fees of $1.1 million, which we recorded as a deferred financing cost on the condensed consolidated balance sheet and interest expense will be recognized over the duration of the interest rate cap in the condensed consolidated statement of operations.

Note 9 – Convertible Senior Notes, Net
In two separate offerings during 2014, we issued an aggregate principal amount of $254.8 million of 5.50% Convertible Senior Notes due 2019 (the "2019 Notes"), for which we received $248.6 million, after deducting the underwriting discount and offering expenses. The 2019 Notes were exchanged or converted for shares of our common stock and cash as follows:
(i) On August 2, 2018, we entered into privately negotiated exchange agreements with a limited number of holders of the 2019 Notes pursuant to which we exchanged $206.2 million of the 2019 Notes for an aggregate of (a) 10,020,328 newly issued shares of our common stock, and (b) $39.3 million in cash. We recorded $166.0 million of additional paid-in-capital in the condensed consolidated statement of changes in stockholders' equity in connection with these transactions,
(ii) Certain holders elected to convert $47.9 million of the 2019 Notes, which were settled for an aggregate of (a) 2,775,509 newly issued shares of our common stock, and (b) $0.2 million in cash. We recorded $13.9 million of additional paid-in-capital in the condensed consolidated statement of changes in stockholders' equity in connection with these transactions. These conversions occurred from August 2018 through maturity.
The remaining $0.7 million in principal amount of the 2019 Notes was repaid at maturity on March 15, 2019.
In two separate offerings during 2017, we issued an aggregate principal amount of $345.0 million of 4.75% Convertible Senior Notes due 2022 (the "2022 Notes"), for which we received $337.5 million, after deducting the underwriting discount

22



and offering expenses. At June 30, 2020, the 2022 Notes had a carrying value of $339.0 million and an unamortized discount of $6.0 million.
During the fourth quarter of 2018, we issued $230.0 million of 5.375% Convertible Senior Notes due 2023 (the "2023 Notes" and, together with the 2022 Notes, the "Notes"), for which we received $223.7 million after deducting the underwriting discount and offering expenses. At June 30, 2020, the 2023 Notes had a carrying value of $224.5 million and an unamortized discount of $5.5 million.
The following table summarizes the terms of the Notes ($ in thousands):
 
Principal Amount
Coupon Rate
Effective Rate (1)
Conversion Rate (2)
Maturity Date
Remaining Period of Amortization
2022 Notes
$
345,000

4.75
%
5.60
%
50.2260

8/23/2022
2.15
2023 Notes
230,000

5.38
%
6.16
%
48.7187

10/15/2023
3.29
Total
$
575,000

 
 
 
 
 
———————
(1)
Effective rate includes the effect of the adjustment for the conversion option (See footnote (2) below), the value of which reduced the initial liability and was recorded in additional paid-in-capital.
(2)
We have the option to settle any conversions in cash, shares of common stock or a combination thereof.  The conversion rate represents the number of shares of common stock issuable per one thousand principal amount of the Notes converted, and includes adjustments relating to cash dividend payments made by us to stockholders that have been deferred and carried-forward in accordance with, and are not yet required to be made pursuant to, the terms of the applicable supplemental indenture.

We may not redeem the Notes prior to maturity except in limited circumstances. The closing price of our common
stock on June 30, 2020 of $9.81 was less than the per share conversion price of the Notes.
In accordance with ASC 470 "Debt," the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) is to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. GAAP requires that the initial proceeds from the sale of the Notes be allocated between a liability component and an equity component in a manner that reflects interest expense at the interest rate of similar nonconvertible debt that could have been issued by us at such time. We measured the fair value of the debt components of the Notes as of their issuance date based on effective interest rates.  As a result, we attributed approximately $15.4 million of the proceeds to the equity component of the Notes ($11.0 million to the 2022 Notes and $4.4 million to the 2023 Notes), which represents the excess proceeds received over the fair value of the liability component of the Notes at the date of issuance. The equity component of the Notes has been reflected within additional paid-in capital in the condensed consolidated balance sheet as of June 30, 2020. The resulting debt discount is being amortized over the period during which the Notes are expected to be outstanding (the maturity date) as additional non-cash interest expense. The additional non-cash interest expense attributable to each of the Notes will increase in subsequent reporting periods through the maturity date as the Notes accrete to their par value over the same period.
The aggregate contractual interest expense was approximately $7.2 million and $14.4 million for the three and six months ended June 30, 2020, respectively, as compared to $7.2 million and $14.8 million for the three and six months ended June 30, 2019, respectively. With respect to the amortization of the discount on the liability component of the Notes as well as the amortization of deferred financing costs, we reported additional non-cash interest expense of approximately $1.5 million and $3.0 million for the three and six months ended June 30, 2020, respectively, as compared to $1.4 million and $3.1 million for the three and six months ended June 30, 2019, respectively.
Note 10 – 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 and EUR) for an agreed upon amount of USD at various dates through December 2024. 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 following table summarizes our non-designated foreign exchange ("Fx") forwards and our interest rate cap as of June 30, 2020:

23




June 30, 2020
 
Number of Contracts
 
Aggregate Notional Amount (in thousands)
 
Notional Currency
 
Maturity
 
Weighted-Average Years to Maturity
Fx contracts - GBP
110
 
449,367
 
GBP
 
July 2020 - December 2024
 
2.25
Fx contracts - EUR
72
 
240,082
 
EUR
 
August 2020 - August 2024
 
2.99
Interest rate cap
1
 
500,000
 
USD
 
June 2023
 
2.96

The following table summarizes our non-designated Fx forwards and our interest rate swap as of December 31, 2019:
 
December 31, 2019
 
Number of Contracts
 
Aggregate Notional Amount (in thousands)
 
Notional Currency
 
Maturity
 
Weighted-Average Years to Maturity
Fx contracts - GBP
156
 
735,349
 
GBP
 
January 2020 - December 2024
 
1.49
Fx contracts - EUR
44
 
168,879
 
EUR
 
February 2020 - August 2024
 
3.22
Interest rate swap
1
 
500,000
 
USD
 
May 2026
 
6.37


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 the condensed consolidated statements of operations related to our derivatives for the three and six months ended June 30, 2020 and 2019 ($ in thousands):
 
 
 
 
Amount of gain (loss)
recognized in income
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
Location of Gain (Loss) Recognized in Income
 
2020
 
2019
 
2020
 
2019
Forward currency contracts
Gain (loss) on derivative instruments - unrealized
 
$
(9,004
)
 
$
10,787

 
$
53,432

 
$
(4,198
)
Forward currency contracts
Gain on derivative instruments - realized
 
6,009

 
399

 
14,064

 
8,664

Total
 
 
$
(2,995
)
 
$
11,186

 
$
67,496

 
$
4,466


 
 
In connection with our senior secured term loan, in May 2019, we entered into an interest rate swap to fix LIBOR at 2.12% or an all-in interest rate of 4.87%. We used our interest rate swap to manage exposure to variable cash flows on our borrowings under our senior secured term loan. Our interest rate swap allowed us to receive a variable rate cash flow based on LIBOR and pay a fixed rate cash flow, mitigating the impact of this exposure. However during the second quarter of 2020, we terminated our interest rate swap due to a significant decrease in LIBOR and recognized a realized loss on the accompanying condensed consolidated statement of operations.
In June 2020, we entered into an interest rate cap for approximately $1.1 million. We use our interest rate cap to manage exposure to variable cash flows on our borrowings under our senior secured term loan by effectively limiting LIBOR from exceeding 0.75%. This effectively limits the maximum all-in coupon on our senior secured term loan to 3.50%. Unrealized gains or losses related to the interest rate swap and cap were recorded net under interest expense in our condensed consolidated statement of operations.


24



 
 
 
Amount of loss
recognized in income
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
Location of Loss Recognized in Income
 
2020
 
2019
 
2020
 
2019
Interest rate cap(1)
Gains on interest rate swap realized
 
$
738

 
$
—

 
$
738

 
$
—

Interest rate swap(2)
Unrealized gain (loss) on interest rate swap
 
50,018

 
(13,113
)
 
14,470

 
(13,113
)
Interest rate swap(2)
Realized loss on interest rate swap
 
(53,851
)
 
—

 
(53,851
)
 
—

Total
 
 
$
(3,095
)
 
$
(13,113
)
 
$
(38,643
)
 
$
(13,113
)
———————
(1)
With a notional amount of $500.0 million and $0 at June 30, 2020, and 2019, respectively.
(2)
With a notional amount of $0 and $500.0 million at June 30, 2020, and 2019, respectively.

The following tables summarize the gross asset and liability amounts related to our derivatives at June 30, 2020 and December 31, 2019 ($ in thousands)
 
June 30, 2020
 
December 31, 2019
 
Gross
Amount of
Recognized
Assets
 
Gross
Amounts
Offset in the Condensed
Consolidated Balance Sheet
 
Net Amounts
of Assets
Presented in
the Condensed Consolidated Balance Sheet
 
Gross
Amount of
Recognized
Assets
 
Gross
Amounts
Offset in the Condensed
Consolidated Balance Sheet
 
Net Amounts
of Assets
Presented in
the Condensed Consolidated Balance Sheet
Forward currency contracts
$
50,488

 
$
(1,932
)
 
$
48,556

 
$
—

 
$
—

 
$
—

Interest rate cap
738


—


738


—


—


—

Total
$
51,226

 
$
(1,932
)
 
$
49,294

 
$
—

 
$
—

 
$
—

 
 
June 30, 2020
 
December 31, 2019
 
Gross
Amount of
Recognized
Liability
 
Gross
Amounts
Offset in the Condensed
Consolidated Balance Sheet
 
Net Amounts
of Liability
Presented in
the Condensed Consolidated Balance Sheet
 
Gross Amount of Recognized Liabilities
 
Gross
Amounts
Offset in the Condensed
Consolidated Balance Sheet
 
Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheet
Interest rate swap
$
—

 
$
—

 
$
—

 
$
(14,470
)
 
$
—

 
$
(14,470
)
Forward currency contracts
—

 
—

 
—

 
(12,687
)
 
7,811

 
(4,876
)
Total derivative liabilities
$
—

 
$
—

 
$
—

 
$
(27,157
)
 
$
7,811

 
$
(19,346
)


Note 11 – Accounts Payable, Accrued Expenses and Other Liabilities
The following table details the components of our accounts payable, accrued expense and other liabilities ($ in thousands):
 
June 30, 2020
 
December 31, 2019
Accrued dividends payable
$
56,256

 
$
74,771

Collateral deposited under derivative agreements
41,390

 
2,930

Accrued interest payable
12,815

 
16,089

Accounts payable and other liabilities
5,610

 
6,922

General CECL Allowance on unfunded commitments(1)
4,119

 
—

Total
$
120,190

 
$
100,712


  ———————
(1)
Refer to Note 4 - Commercial Mortgage, Subordinate Loans and Other Lending Assets, Net for additional disclosure related to the General CECL

25



Allowance on unfunded commitments for the quarter ended June 30, 2020.
 
Note 12 – 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 current term of the Management Agreement will expire on September 29, 2020, and is automatically renewed for successive one-year terms on each anniversary thereafter. The Management Agreement may be terminated upon expiration of the one-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 to three 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 by our independent directors in February 2020, 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 $10.0 million and $20.2 million in base management fees under the Management Agreement for the three and six months ended June 30, 2020, respectively, as compared to $10.3 million and $19.9 million for the three and six months ended June 30, 2019, 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 and six months ended June 30, 2020 we paid expenses totaling $0.5 million and $1.1 million, respectively, related to reimbursements for certain expenses paid by the Manager on our behalf under the Management Agreement as compared to $0.7 million and $1.4 million, respectively Expenses incurred by the Manager and reimbursed by us are reflected in the respective condensed consolidated statement of operations expense category or the condensed consolidated balance sheet based on the nature of the item.
Included in payable to related party on the condensed consolidated balance sheet at June 30, 2020 and December 31, 2019 are approximately $10.0 million and $10.4 million, respectively, for base management fees incurred but not yet paid under the Management Agreement.
Loans receivable
In January 2020, we sold £62.2 million ($81.3 million assuming conversion into U.S. dollars) in a mezzanine loan and £50.0 million ($65.3 million assuming conversion into U.S. dollars) unfunded commitment of a senior mortgage secured by a mixed-use property in London, UK to a fund managed by an affiliate of the Manager, that was originated by us in December 2019. This transaction was evaluated under ASC 860 - Transfers and Servicing, and we determined that it qualifies as a sale and accounted for as such.
In May 2020, we sold interests in three construction loans, with aggregate commitments of $262 million (of which approximately $90 million was funded at the time of sale). The sales were comprised of 100% of our interests in two loans and 40% of our interest in one loan. The sales were to entities managed by affiliates of the Manager. In connection with these sales, we agreed to indemnify each buyer on a limited basis for realized losses of up to 10% of the committed amount on each of the loans provided that; (i) the loan is in default on or prior to December 15, 2020 and (ii) the buyer realized a loss from an enforcement action pursuant to the underlying loan agreement on or prior to June 15, 2021. The limited indemnity does not cover a loss on sale of the loan or an unrealized mark-to-market loss. We recorded a loss of approximately $0.7 million in connection with these sales. These transactions were evaluated under ASC 860 - Transfers and Servicing, and we determined that they qualify as sales and accounted for them as such.

26



In June 2020, we sold the remaining 60% of our interest in the above-mentioned construction loan, with a commitment of $114.9 million (of which approximately $37 million was funded at the time of sale). The sales were to entities managed by an affiliate of the Manager. We recorded a loss of approximately $0.7 million in connection with these sales. These transactions were evaluated under ASC 860 - Transfers and Servicing, and we determined that they qualify as sales and accounted for them as such.
Term Loan
In May 2019, Apollo Global Funding, LLC, an affiliate of the Manager, served as one of the five arrangers for the issuance of our senior secured term loan and received $0.6 million of arrangement fees.

Note 13 – 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 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 $4.3 million and $8.5 million for the three and six months ended June 30, 2020, respectively, related to restricted stock and RSU vesting, as compared to $4.3 million and $8.2 million for the three and six months ended June 30, 2019, respectively.
The following table summarizes the grants, vesting and forfeitures of restricted common stock and RSUs during the six months ended June 30, 2020:
 
Type
 
Restricted Stock
 
RSUs
 
Grant Date Fair Value ($ in thousands)
Outstanding at December 31, 2019
 
25,356

 
2,007,355

 
 
 
Granted
 
82,235

 
54,867

 
906

 
Vested
 
(25,356
)
 
—

 
N/A

 
Forfeiture
 
—

 
(9,254
)
 
N/A

Outstanding at June 30, 2020
 
82,235

 
2,052,968

 
 

Below is a summary of restricted stock and RSU vesting dates as of June 30, 2020: 
Vesting Year
 
Restricted Stock
 
RSU
 
Total Awards
2020
 
—

 
960,120

 
960,120

2021
 
82,235

 
701,118

 
783,353

2022
 
—

 
373,441

 
373,441

2023
 
—

 
18,289

 
18,289

Total
 
82,235

 
2,052,968

 
2,135,203



At June 30, 2020, we had unrecognized compensation expense of approximately $0.4 million and $27.0 million, respectively, related to the vesting of restricted stock awards and RSUs noted in the table above.

RSU Deliveries
During the six months ended June 30, 2020 and 2019, we delivered 503,251 and 433,426 shares of common stock for

27



868,157 and 730,717 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 the condensed consolidated statement of changes in stockholders' equity. The adjustment was $6.5 million and $5.0 million for the six months ended June 30, 2020 and 2019, 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 the condensed consolidated statement of changes in stockholders' equity.
Note 14 – 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 June 30, 2020, 148,326,806 shares of common stock were issued and outstanding, and 6,770,393 shares of 8.00% Fixed-to-Floating Series B Cumulative Redeemable Perpetual Preferred Stock ("Series B Preferred Stock") were issued and outstanding.
On June 10, 2019, we redeemed all 6,900,000 shares of 8.00% Series C Cumulative Redeemable Perpetual Preferred Stock ("Series C Preferred Stock") outstanding. Holders of the Series C Preferred Stock received the redemption price of $25.00 plus accumulated but unpaid dividends to the redemption date of $0.2223 per share.
Dividends. The following table details our dividend activity:
 
Three months ended
 
Six months ended
Dividend declared per share of:
June 30, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Common Stock
$0.35
 
$0.46
 
$0.75
 
$0.92
Series B Preferred Stock
0.50
 
0.50
 
1.00
 
1.00
Series C Preferred Stock
N/A
 
0.2223
 
N/A
 
0.7223

Common Stock Offerings. During the first quarter of 2019, we issued 1,967,361 shares of our common stock, at a per share conversion price of $17.17, related to conversions of the 2019 Notes, the remainder of which matured on March 15, 2019. We recorded a $33.8 million increase in additional paid in capital in the condensed consolidated statement of changes in stockholders' equity. Refer to "Note 9 - Convertible Senior Notes, Net" for a further discussion on the conversions of the 2019 Notes.
During the second quarter of 2019, we completed a follow-on public offering of 17,250,000 shares of our common stock, including shares issued pursuant to the underwriters' option to purchase additional shares, at a price of $18.27 per share. The aggregate net proceeds from the offering were $314.8 million after deducting offering expenses.
Common Stock Repurchases. During the three months ended March 31, 2020, we repurchased 300,000 shares of our common stock at a weighted-average price of $8.11 per share. During the three months ended June 30, 2020, we repurchased 5,495,976 shares of our common stock at a weighted-average price of $7.96 per share. During the six months ended June 30, 2020, we repurchased 5,795,976 shares of our common stock at a weighted-average price of $7.96 per share.
Note 15 – 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 an action captioned AmBase Corporation et al v. ACREFI Mortgage Lending, LLC et al (No 653251/2018) in New York Supreme Court. The complaint names as defendants (i) ACREFI Mortgage Lending, LLC, a subsidiary of the Company, (ii) the Company, and (iii) certain funds managed by Apollo, which are co-lenders on a mezzanine loan against the development of a residential condominium building in Manhattan, New York. The plaintiffs allege that the defendants tortiously interfered with the contractual equity put right in 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 allege the loss of a $70.0 million investment as part of total damages of $700.0 million, which includes 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 filed a timely notice of appeal on December 6, 2019 but have not yet filed their appellate brief. We believe the claims are without merit and plan to vigorously defend the case on appeal. We do not believe this will have a material adverse effect on our condensed consolidated financial statements.
Loan Commitments. As described in "Note 4 - Commercial Mortgage, Subordinate Loans and Other Lending Assets,

28



Net" at June 30, 2020, we had $1.5 billion of unfunded commitments related to our commercial mortgage and subordinate loan portfolios. 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 will rely on 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 expected 4.3 year weighted average tenor of these loans.
COVID-19. The COVID-19 global pandemic has brought forth uncertainty and disruption to the global economy. The magnitude and duration of the COVID-19 pandemic and its impact on our borrowers and their tenants, cash flows and future results of operations could be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 pandemic, the success of actions taken to contain or treat the pandemic, and reactions by consumers, companies, governmental entities and capital markets. The prolonged duration and impact of the COVID-19 pandemic could materially disrupt our business operations and impact our financial performance.
As of June 30, 2020, we have not recorded any contingencies on our condensed consolidated balance sheet related to COVID-19. To the extent COVID-19 continues to cause dislocations in the global economy, our financial condition, results of operations, and cash flows may continue to be adversely impacted. Refer to “Note 2 - Summary of Significant Accounting Policies” for further discussion regarding COVID-19.
Note 16 – 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 the condensed consolidated balance sheet at June 30, 2020 and December 31, 2019 ($ in thousands):
 
June 30, 2020
 
December 31, 2019
 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Cash and cash equivalents
$
487,165

 
$
487,165

 
$
452,282

 
$
452,282

Commercial mortgage loans, net
5,343,437

 
5,342,373

 
5,326,967

 
5,380,693

Subordinate loans and other lending assets, net(1)
1,044,400

 
1,029,175

 
1,048,126

 
1,050,961

Secured debt arrangements, net
(3,425,098
)
 
(3,425,098
)
 
(3,078,366
)
 
(3,078,366
)
Senior secured term loan, net
(485,179
)
 
(457,875
)
 
(487,961
)
 
(499,988
)
2022 Notes
(339,039
)
 
(300,250
)
 
(337,755
)
 
(348,060
)
2023 Notes
(224,544
)
 
(189,433
)
 
(223,818
)
 
(234,600
)

———————
(1) Includes subordinate risk retention interests in securitization vehicles with an estimated fair value that approximates their carrying value.
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 senior secured term loan, 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 17 – Net Income (Loss) per Share
ASC 260 "Earnings per share" requires the use of the two-class method of computing earnings per share for all periods presented for each class of common stock and participating security as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for dividends declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for dividends declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity.
The remaining earnings are allocated to common stockholders and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Each total is then divided by the applicable

29



number of shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding shares of common stock and all potential shares of common stock assumed issued if they are dilutive. The numerator is 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 and six months ended June 30, 2020 and 2019 ($ in thousands except per share data): 
 
For the three months ended June 30,
 
For the six months ended June 30,
 
2020
 
2019
 
2020
 
2019
Basic Earnings
 
 
 
 
 
 
 
Net income (loss)
$
60,201

 
$
61,424

 
$
(67,641
)
 
$
129,182

Less: Preferred dividends
(3,385
)
 
(4,919
)
 
(6,770
)
 
(11,754
)
Net income (loss) available to common stockholders
$
56,816

 
$
56,505

 
$
(74,411
)
 
$
117,428

Less: Dividends on participating securities
(719
)
 
(849
)
 
(1,521
)
 
(1,700
)
Basic Earnings
$
56,097

 
$
55,656

 
$
(75,932
)
 
$
115,728

 
 
 
 
 
 
 
 
Diluted Earnings
 
 
 
 
 
 
 
Net income (loss) available to common stockholders
$
56,816

 
$
56,505

 
$
(74,411
)
 
$
117,428

Add (Less): Dividends on participating securities
719

 
—

 
(1,521
)
 
—

Add: Interest expense on Notes
8,678

 
8,619

 
—

 
17,881

Diluted Earnings
$
66,213

 
$
65,124

 
$
(75,932
)
 
$
135,309

 
 
 
 
 
 
 
 
Number of Shares:
 
 
 
 
 
 
 
Basic weighted-average shares of common stock outstanding
151,523,513

 
145,567,963

 
152,735,852

 
140,117,813

Diluted weighted-average shares of common stock outstanding
182,083,702

 
174,101,234

 
152,735,852

 
169,418,177

 
 
 


 


 
 
Earnings Per Share Attributable to Common Stockholders
 
 
 
 
 
 
 
Basic
$
0.37

 
$
0.38

 
$
(0.50
)
 
$
0.83

Diluted
$
0.36

 
$
0.37

 
$
(0.50
)
 
$
0.80


The dilutive effect to earnings per share is determined using the "if-converted" method whereby interest expense on the outstanding Notes is added back to the diluted earnings per share numerator and all of the potentially dilutive shares are included in the diluted earnings per share denominator. For the six months ended June 30, 2020, 28,533,271 weighted-average potentially issuable shares with respect to the Notes were excluded from the calculation of diluted net income per share because the effect was anti-dilutive, while for the three months ended June 30, 2020 the same number of potentially issuable shares were included in the calculation of diluted net income per share because the effect was dilutive. For the three and six months ended June 30, 2019, 30,093,312 weighted-average potentially issuable shares with respect to the Notes were included in the calculation of diluted net income per share. Refer to "Note 9 - Convertible Senior Notes, Net" for further discussion.
For the six months ended June 30, 2020, 2,017,080 weighted-average unvested RSUs were excluded from the calculation of diluted net income per share because the effect was anti-dilutive, while for the three months ended June 30, 2020, 2,026,918 weighted-average unvested RSUs were included in the calculation of diluted net income per share because the effect was dilutive. For the three and six months ended June 30, 2019, 1,846,173 and 1,847,860 of weighted-average unvested RSUs, respectively, were excluded from the calculation of diluted net income per share because the effect was anti-dilutive.
Note 18 – Subsequent Events
Subsequent to the quarter ended June 30, 2020, the following events took place:
Investment activity. We funded approximately $26.7 million for previously closed loans.
Loan Repayments. We received approximately $4.4 million from loan repayments.
Loan Refinancing. We refinanced an existing $68.0 million mezzanine loan into $68.0 million of a $110.8 million mortgage loan, and subsequently financed the unencumbered loan asset, resulting in proceeds of $44.2 million.

30



Loan Sales. We sold a £97.5 million ($124.2 million assuming conversion into U.S. dollars) first mortgage loan secured by fully-built, for-sale residential condominium units located in London, UK. In connection with the sale, we incurred a realized loss of $1.0 million in our condensed consolidated statement of operations.


31



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING INFORMATION

We make forward-looking statements herein and will make forward-looking statements in future filings with the SEC, press releases or other written or oral communications within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may" or similar expressions, it intends to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: the macro- and micro-economic impact of the COVID-19 pandemic; the severity and duration of the COVID-19 pandemic; actions taken by governmental authorities to contain the COVID-19 pandemic or treat its impact; the impact of the COVID-19 pandemic on our financial condition, results of operations, liquidity and capital resources; market trends in our industry, interest rates, real estate values, the debt securities markets or the general economy; the demand for commercial real estate loans; our business and investment strategy; our operating results; actions and initiatives of the U.S. government and governments outside of the United States, changes to government policies and the execution and impact of these actions, initiatives and policies; the state of the economy generally or in specific geographic regions; economic trends and economic recoveries; our ability to obtain and maintain financing arrangements, including secured debt arrangements and securitizations; the timing and amount of expected future fundings of unfunded commitments; the availability of debt financing from traditional lenders; the volume of short-term loan extensions; the demand for new capital to replace maturing loans; expected leverage; general volatility of the securities markets in which we participate; changes in the value of our assets; the scope of our target assets; interest rate mismatches between our target assets and any borrowings used to fund such assets; changes in interest rates and the market value of our target assets; changes in prepayment rates on our target assets; effects of hedging instruments on our target assets; rates of default or decreased recovery rates on our target assets; the degree to which hedging strategies may or may not protect us from interest rate volatility; impact of and changes in governmental regulations, tax law and rates, accounting, legal or regulatory issues or guidance and similar matters; our continued maintenance of our qualification as a REIT for U.S. federal income tax purposes; our continued exclusion from registration under the Investment Company Act of 1940, as amended; the availability of opportunities to acquire commercial mortgage-related, real estate-related and other securities; the availability of qualified personnel; estimates relating to our ability to make distributions to our stockholders in the future; our present and potential future competition; and unexpected costs or unexpected liabilities, including those related to litigation.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. See "Item 1A. Risk Factors" of this Quarterly Report on Form 10-Q and our Annual Report. These and other risks, uncertainties and factors, including those described in the annual, quarterly and current reports that we file with the SEC, could cause our actual results to differ materially from those included in any forward-looking statements we make. All forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
We are a Maryland corporation and have elected to be taxed as a REIT for U.S. federal income tax purposes. We primarily originate, acquire, invest in and manage performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt investments. These asset classes are referred to as our target assets.
We are externally managed and advised by the Manager, an indirect subsidiary of Apollo, a leading global alternative investment manager with a contrarian and value-oriented investment approach in private equity, credit and real estate with assets under management of approximately $413.6 billion as of June 30, 2020.
The Manager is led by an experienced team of senior real estate professionals who have significant expertise in underwriting and structuring commercial real estate financing transactions. We benefit from Apollo’s global infrastructure and operating platform, through which we are able to source, evaluate and manage potential investments in our target assets.

32



Current Market Conditions

During the first quarter of 2020, there was a global outbreak of COVID-19, which was declared by the World Health Organization as a pandemic. In response to COVID-19, the United States and numerous other countries declared national emergencies, which has led to large scale quarantines as well as restrictions to business deemed non-essential. These responses to COVID-19 have disrupted economic activities and could have a significant continued adverse effect on economic and market conditions, and could result in a recession. As we are still in the midst of the COVID-19 pandemic we are not in a position to estimate the ultimate impact this will have on our business and the economy as a whole. The effects of COVID-19 have adversely impacted the value of our assets, business, financial condition, results of operations and cash flows, and our ability to operate successfully. Some of the factors that impacted us to date and may continue to affect us are outlined in "Item 1A. Risk Factors" of this Quarterly Report on Form 10-Q. Please see "Liquidity and Capital Resources" below for additional discussion surrounding the ongoing impact we expect COVID-19 will have on our liquidity and capital resources.
Critical Accounting Policies

A summary of our critical accounting policies is set forth in our Annual Report under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Use of Estimates." There have been no material changes to our critical accounting policies described in our Annual Report other than the adoption of the CECL Standard, as described in "Note 2 - Summary of Significant Accounting Policies."
Results of Operations
All non-USD denominated assets and liabilities are translated to USD at the exchange rate prevailing at the reporting date and income, expenses, gains, and losses are translated at the prevailing exchange rate on the dates that they were recorded.
Loan Portfolio Overview
The following table sets forth certain information regarding our commercial real estate debt portfolio as of June 30, 2020 ($ in thousands):
Description
 
Amortized
Cost
 
Weighted-Average Coupon (1)
 
Weighted Average All-in Yield (1)(2)
 
Secured Debt Arrangements (3)
 
Cost of Funds
 
Equity at
cost(4)
 
Commercial mortgage loans, net
 
$
5,343,437

 
4.8
%
 
5.3
%
 
$
3,440,177

 
2.2
%
 
$
1,903,260

Subordinate loans and other lending assets, net
 
1,044,400

 
11.8
%
 
13.8
%
 
—

 
—

 
1,044,400

Total/Weighted-Average
 
$
6,387,837


5.9
%

6.7
%

$
3,440,177


2.2
%

$
2,947,660

———————    
(1)
Weighted-Average Coupon and Weighted-Average All-in Yield are based on the applicable benchmark rates as of June 30, 2020 on the floating rate loans.
(2)
Weighted-Average All-in Yield includes the amortization of deferred origination fees, loan origination costs and accrual of both extension and exit fees. Weighted-Average All-in Yield excludes the benefit of forward points on currency hedges relating to loans denominated in currencies other than USD.
(3)
Gross of deferred financing costs of $15.1 million.
(4)
Represents loan portfolio at amortized cost less secured debt outstanding.
The following table provides details of our commercial mortgage loan portfolio and subordinate and other lending assets portfolio, on a loan-by-loan basis, as of June 30, 2020 ($ in millions):
Commercial Mortgage Loan Portfolio
#
Property Type
Risk Rating
Origination Date
Amortized Cost
Unfunded Commitment
Construction
Loan
Fully-extended Maturity
Location
1
Urban Retail
3
08/2019
$316
$—
 
09/2024
Manhattan, NY
2
Urban Retail
3
12/2019
307
—
 
12/2023
London, UK
3
Hotel
3
10/2019
248
50
 
08/2024
Various
4
Healthcare
3
10/2019
211
28
 
10/2024
Various

33



5
Office
3
02/2020
207
—
 
02/2025
London, UK
6
Industrial
3
01/2019
196
7
 
02/2024
Brooklyn, NY
7
Office
3
06/2019
195
28
 
11/2026
Berlin, Germany
8
Office
3
10/2018
196
4
 
10/2021
Manhattan, NY
9
Urban Predevelopment(1)
5
01/2016
115
—
 
09/2021
Miami, FL
10
Office
3
09/2019
172
—
 
09/2023
London, UK
11
Office
3
01/2020
174
113
 
02/2025
Long Island City, NY
12
Office
3
11/2017
155
—
 
01/2023
Chicago, IL
13
Urban Predevelopment(1)
5
03/2017
127
—
 
12/2020
Brooklyn, NY
14
Hotel
3
04/2018
152
1
 
04/2023
Honolulu, HI
15
Hotel
5
09/2015
144
—
 
06/2024
Manhattan, NY
16
Hotel
3
05/2018
140
—
 
06/2023
Miami, FL
17
Hotel
3
08/2019
134
—
 
08/2024
Puglia, Italy
18
Office
3
01/2018
132
58
 
01/2022
Renton, WA
19
Retail center(1)
5
11/2014
103
—
 
09/2020
Cincinnati, OH
20
Residential-for-sale: inventory
3
03/2018
121
—
 
03/2021
London, UK
21
Office
3
10/2018
129
57
Y
10/2023
Manhattan, NY
22
Residential-for-sale: construction
3
12/2019
128
21
Y
01/2023
Boston, MA
23
Hotel
3
03/2017
105
—
 
03/2022
Atlanta, GA
24
Hotel
3
11/2018
100
—
 
12/2023
Vail, CO
25
Hotel
3
12/2017
90
—
 
12/2022
Manhattan, NY
26
Office
3
03/2018
91
—
 
04/2023
Chicago, IL
27
Residential-for-sale: inventory
3
12/2019
82
—
 
07/2021
Manhattan, NY
28
Office
3
04/2019
86
73
Y
09/2025
Culver City, CA
29
Office
3
12/2017
74
45
 
07/2022
London, UK
30
Mixed Use
3
12/2019
72
1
 
12/2024
London, UK
31
Residential-for-sale: construction
3
12/2018
70
107
Y
12/2023
Manhattan, NY
32
Multifamily
3
04/2014
68
—
 
07/2023
Various
33
Hotel
3
08/2019
67
—
 
09/2022
Manhattan, NY
34
Hotel
3
04/2018
64
—
 
05/2023
Scottsdale, AZ
35
Urban Predevelopment
3
12/2016
53
—
 
06/2022
Los Angeles, CA
36
Hotel
3
09/2019
60
—
 
10/2024
Miami, FL
37
Residential-for-sale: construction
3
01/2018
65
15
Y
01/2023
Manhattan, NY
38
Hotel
3
12/2019
59
—
 
01/2025
Tucson, AZ
39
Multifamily
3
11/2014
54
—
 
11/2021
Various
40
Hotel
3
05/2019
52
—
 
06/2024
Chicago, IL
41
Multifamily
3
02/2020
50
1
 
03/2024
Cleveland, OH
42
Hotel
3
12/2015
42
—
 
08/2024
St. Thomas, USVI
43
Residential-for-sale: construction
3
12/2018
52
50
Y
01/2024
Hallandale Beach, FL
44
Hotel(1)
5
02/2018
29
—
 
03/2023
Pittsburgh, PA
45
Office
3
12/2019
32
3
 
12/2022
Edinburgh, Scotland
46
Residential-for-sale: inventory
3
05/2018
24
—
 
03/2021
Manhattan, NY
47
Residential-for-sale: inventory
3
06/2018
16
—
 
07/2021
Manhattan, NY
48
Residential-for-sale: inventory(1)
5
02/2014
3
—
 
04/2021
Bethesda, MD
49
Mixed Use
3
12/2019
4
764
Y
06/2025
London, UK
 
General CECL Allowance
N/A
 
(23)
 
 
 
 
 
Sub total / Weighted-Average Commercial Mortgage Loans
3.1
 
$5,343
$1,426
 
3.2 Years
 


Subordinate Loan and Other Lending Asset Portfolio
#
Property Type
Risk Rating
Origination Date
Amortized Cost
Unfunded Commitment
Construction Loan
Fully-extended Maturity
Location

34



1
Residential-for-sale: construction(2)
3
06/2015
$222
—
Y
12/2020
Manhattan, NY
2
Residential-for-sale: construction
3
12/2017
104
13
Y
06/2022
Manhattan, NY
3
Office
3
01/2019
100
—

12/2025
Manhattan, NY
4
Healthcare
3
01/2019
76
—

01/2024
Various
5
Residential-for-sale: construction(2)
3
11/2017
71
—
Y
12/2020
Manhattan, NY
6
Residential-for-sale: construction
3
12/2017
70
—
Y
04/2023
Los Angeles, CA
7
Multifamily
3
10/2015
69
—

04/2021
Manhattan, NY
8
Healthcare(3)
3
07/2019
51
—

06/2024
Various
9
Mixed Use
3
01/2017
42
—

02/2027
Cleveland, OH
10
Residential-for-sale: inventory
3
10/2016
36
—

10/2020
Manhattan, NY
11
Mixed Use
3
02/2019
36
—
Y
12/2022
London, UK
12
Industrial
2
05/2013
32
—

05/2023
Various
13
Mixed Use
3
12/2018
27
24
Y
12/2023
Brooklyn, NY
14
Hotel
3
06/2015
24
—

07/2025
Phoenix, AZ
15
Hotel
3
06/2018
20
—

06/2023
Las Vegas, NV
16
Multifamily
3
05/2018
19
—

05/2028
Cleveland, OH
17
Healthcare(3)
3
02/2019
17
—

01/2034
Various
18
Office
3
07/2013
14
—

07/2022
Manhattan, NY
19
Hotel(1)
5
06/2015
13
—

12/2022
Washington, DC
20
Hotel
4
05/2017
8
—

06/2027
Anaheim, CA
21
Office
3
08/2017
8
—

09/2024
Troy, MI
22
Mixed Use
3
07/2012
7
—

08/2022
Chapel Hill, NC
 
General CECL Allowance
 
 
(22)
 
 
 
 
 
Sub total / Weighted-Average Subordinate Loans and Other Lending Assets
3.0
 
$1,044
$37
 
2.7 Years
 
 
 
 
 
 
 
 
 
 
 
Total / Weighted-Average
Loan Portfolio
3.1
 
$6,387
$1,463
 
3.1 Years
 
———————
(1) Amortized cost for these loans is net of the recorded provisions for loan losses.
(2) Both loans are secured by the same property.
(3) Single Asset, Single Borrower CMBS.

Our average asset and debt balances for the six months ended June 30, 2020 were ($ in thousands):
 
 
Average month-end balances for the six months ended June 30, 2020
Description
 
Assets
 
Related debt
Commercial mortgage loans, net
 
$
5,621,528

 
$
3,362,222

Subordinate loans and other lending assets, net
 
1,061,237

 
—

Investment Activity
During the six months ended June 30, 2020, we committed $562.0 million of capital to loans ($447.4 million of which was funded during the six months ended June 30, 2020). In addition, during the six months ended June 30, 2020, we funded $223.0 million for loans closed prior to 2020, and received $398.4 million in repayments and sales.

Net Income (Loss) Available to Common Stockholders
For the three months ended June 30, 2020 and 2019 our net income available to common stockholders was $56.8 million, or $0.36 per diluted share of common stock, and $56.5 million, or $0.37 per diluted share of common stock, respectively. For the six months ended June 30, 2020 and 2019, our net income (loss) available to common stockholders was $(74.4) million, or $(0.50) per diluted share of common stock, and $117.4 million, or $0.80 per diluted share of common stock, respectively.
Operating Results
The following table sets forth information regarding our consolidated results of operations and certain key operating

35



metrics ($ in thousands):
 
Three months ended June 30,
 
2020 vs 2019
 
Six months ended June 30,
 
2020 vs. 2019
 
2020
 
2019
 
 
 
2020
 
2019
 
 
Net interest income:
 
 
 
 
 
 
 
 
 
 
 
Interest income from commercial mortgage loans
$
75,641

 
$
77,458

 
$
(1,817
)
 
$
157,496

 
$
155,744

 
$
1,752

Interest income from subordinate loans and other lending assets
32,616

 
41,043

 
(8,427
)
 
66,634

 
81,882

 
(15,248
)
Interest expense
(37,498
)
 
(33,511
)
 
(3,987
)
 
(78,703
)
 
(69,806
)
 
(8,897
)
Net interest income
70,759

 
84,990

 
(14,231
)
 
145,427

 
167,820

 
(22,393
)
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
General and administrative expenses
(6,425
)
 
(6,574
)
 
149

 
(12,956
)
 
(12,725
)
 
(231
)
Management fees to related party
(9,957
)
 
(10,259
)
 
302

 
(20,225
)
 
(19,872
)
 
(353
)
Total operating expenses
(16,382
)
 
(16,833
)
 
451

 
(33,181
)
 
(32,597
)
 
(584
)
Other income
591

 
484

 
107

 
1,351

 
1,002

 
349

Realized loss on investments
(16,405
)
 
(12,513
)
 
(3,892
)
 
(16,405
)
 
(12,513
)
 
(3,892
)
Reversal of (provision for) loan losses - Specific CECL Allowance
9,500

 
15,000

 
(5,500
)
 
(140,500
)
 
15,000

 
(155,500
)
Reversal of (provision for) loan losses - General CECL Allowance
15,669

 
—

 
15,669

 
(17,796
)
 
—

 
(17,796
)
Foreign currency translation gain (loss)
2,559

 
(7,777
)
 
10,336

 
(35,390
)
 
(883
)
 
(34,507
)
Gain (loss) on foreign currency forwards
(2,995
)
 
11,186

 
(14,181
)
 
67,496

 
4,466

 
63,030

Loss on interest rate hedging instruments
(3,095
)
 
(13,113
)
 
10,018

 
(38,643
)
 
(13,113
)
 
(25,530
)
Net income (loss)
$
60,201

 
$
61,424

 
$
(1,223
)
 
$
(67,641
)
 
$
129,182

 
$
(196,823
)
Net Interest Income

Net interest income decreased by $14.2 million and $22.4 million during the three and six months ended June 30, 2020, respectively, as compared to the same periods in 2019. The decrease was primarily due to (i) a 2.08% and 1.59% decrease in average one-month LIBOR, respectively, for the three and six months ended June 30, 2020 compared to June 30, 2019, (ii) loans with an aggregate principal balance of $583.8 million being on cost recovery or non-accrual status as of June 30, 2020 compared to $199.1 million at June 30, 2019, (iii) an increase in interest expense due to an increase in our net debt balance of $1.6 billion for the three and six months ended June 30, 2020 compared to June 30, 2019, and (iv) a significant increase in under earning liquidity in the form of cash and cash equivalents since March 2020 compared to in 2019. This decrease was offset by (i) a $1.2 billion increase in loan principal balance as of June 30, 2020 compared to the same date in 2019 and (ii) in the money LIBOR floors on several of our loans.
We recognized PIK interest of $12.4 million and $24.8 million for the three and six months ended June 30, 2020, respectively, and $14.6 million and $29.1 million for the three and six months ended June 30, 2019, respectively.
We recognized $0 and $0.2 million in pre-payment penalties and accelerated fees for the three and six months ended June 30, 2020, respectively, and $0 and $3.7 million for the three and six months ended June 30, 2019, respectively.
Operating Expenses
General and administrative expenses

36



General and administrative expenses decreased by $0.1 million for the three months ended June 30, 2020 compared to the same period in 2019. The decrease was primarily driven by a $0.1 million decrease in general operating expenses.
General and administrative expenses increased by $0.2 million for the six months ended June 30, 2020 compared to the same period in 2019. The increase was primarily due to a $0.3 million increase in non-cash restricted stock and RSU amortization related to shares of common stock awarded under the LTIPs. This was offset by a $0.1 million decrease in general operating expenses.
Management fees to related party
Management fee expense decreased by $0.3 million during the three months ended June 30, 2020 as compared to the same periods in 2019. The decrease is primarily attributable to a decrease in our stockholders’ equity (as defined in the Management Agreement) as a result of our repurchase of 5,795,976 shares during the six months ended June 30, 2020 (as described in "Note 14 - Stockholders' Equity").
Management fees increased by $0.4 million during the six months ended June 30, 2020 as compared to the same period in 2019. The increase is primarily attributable to an increase in our stockholders' equity (as defined in the Management Agreement) as a result of a higher weighted-average basic share count during the six months ended June 30, 2020.
Management fees and the relationship between us and the Manager under the Management Agreement are discussed further in the accompanying condensed consolidated financial statements, in "Note 12 - Related Party Transactions."
Reversal of (provision for) loan losses - General CECL Allowance
The General CECL Allowance decreased by $15.7 million during the three months ended June 30, 2020 and increased by $17.8 million during the six months ended June 30, 2020. For the six months ended June 30, 2020, the increase is primarily related to a more negative view of estimated future macroeconomic conditions, primarily due to COVID-19 and, for the three months ended June 30, 2020, the decrease is primarily related to an improvement in our view of estimated future market conditions. Other factors that contributed to the reversal at June 30, 2020 were seasoning of the portfolio and loan sales that occurred during the quarter. Refer to "Note 2 - Summary of Significant Accounting Policies" and "Note 4 - Commercial Mortgage, Subordinate Loans and Other Lending Assets, Net" for additional information related to our General CECL Allowance.
Reversal of (provision for) loan losses - Specific CECL Allowance
During the three months ended June 30, 2020, we increased the Specific CECL Allowance, on two loans which had an existing Specific CECL Allowance, for an aggregate of $5.5 million and reversed $15.0 million of a previously recorded Specific CECL Allowance. During the six months ended June 30, 2020, we recorded Specific CECL Allowances on five loans, totaling $155.5 million, partially offset by a $15.0 million reversal of a previously recorded allowance. Refer to "Note 4 - Commercial Mortgage, Subordinate Loans and Other Lending Assets, Net" for additional information related to our Specific CECL Allowance.
Foreign currency gain and (loss) on derivative instruments
We use forward currency contracts to economically hedge interest and principal payments due under our loans denominated in currencies other than USD. When foreign currency gain and (loss) on derivative instruments are evaluated on a combined basis, the net impact for the three and six months ended June 30, 2020 was $(0.4) million and $32.1 million, respectively, and the net impact for the three and six months ended June 30, 2019 was $3.4 million and $3.6 million, respectively.
Loss on interest rate hedges
In connection with the senior secured term loan, we had previously entered into an interest rate swap to fix LIBOR at 2.12% effectively fixing our all-in coupon on the senior secured term loan at 4.87%. During the second quarter of 2020 we terminated the interest rate swap and recognized a realized loss of $53.9 million. Subsequent to the termination of the interest rate swap in the second quarter of 2020, we entered into a three-year interest rate cap to cap LIBOR at 0.75%. This effectively limits the maximum all-in coupon on our senior secured term loan to 3.50%. During the three and six months ended June 30, 2020, the interest rate cap had an unrealized gain of $0.7 million.
Dividends
The following table details our dividend activity:
 

37



 
Three months ended
 
Six months ended
Dividend declared per share of:
June 30, 2020
 
June 30, 2019
 
June 30, 2020
 
June 30, 2019
Common Stock
$0.35
 
$0.46
 
$0.75
 
$0.92
Series B Preferred Stock
0.50
 
0.50
 
1.00
 
1.00
Series C Preferred Stock
N/A
 
0.2223
 
N/A
 
0.7223
Subsequent Events
Refer to "Note 18 - Subsequent Events" to the accompanying condensed consolidated financial statements for disclosure regarding significant transactions that occurred subsequent to June 30, 2020.
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, make distributions to our stockholders and other general business needs. As of June 30, 2020, we had $1.1 billion of corporate debt and $3.4 billion of asset specific financings. We have no corporate debt maturities until August 2022. As of June 30, 2020, we had $487 million of cash on hand and $31.4 million of approved and undrawn capacity from our secured debt arrangements. In addition, we have a significant amount of unencumbered loan assets. In light of COVID-19 and its severe impact on the economy we have taken steps to increase our cash balances in order to maintain an adequate level of liquidity to meet future outflows. As the duration and severity of COVID-19 remain unknown, so does the impact it will have on our borrowers, lenders, and the economy as a whole. We will continue to closely monitor developments related to COVID-19 as it relates to our liquidity position and financial obligations. At this time we believe we have sufficient liquidity and access to additional liquidity to meet financial obligations for at least the next 12 months.
Debt-to-Equity Ratio
The following table presents our debt-to-equity ratio:
 
June 30, 2020
 
December 31, 2019
Debt to Equity Ratio (1)
1.7
 
1.4
———————
(1) Represents total debt less cash and loan proceeds held by servicer to total stockholders' equity.
Our primary sources of liquidity are as follows:
Cash Generated from Operations
Cash from operations is generally comprised of interest income from our investments, net of any associated financing expense, principal repayments from our investments, net of associated financing repayments, proceeds from the sale of investments, and changes in working capital balances. See "Results of Operations – Loan Portfolio Overview" above for a summary of interest rates related to our investment portfolio as of June 30, 2020.

Borrowings Under Various Financing Arrangements
JPMorgan Facility
In November 2019, through three indirect wholly-owned subsidiaries, we entered into a Sixth Amended and Restated Master Repurchase Agreement with JPMorgan Chase Bank, National Association. The JPMorgan Facility allows for $1.3 billion of maximum borrowings (with amounts borrowed in British pounds and Euros converted to U.S. dollars for purposes of calculating availability based on the greater of the spot rate as of the initial financing under the corresponding mortgage loan and the then-current spot rate) and matures in June 2022 and has two one-year extensions available at our option, which are subject to certain conditions. The JPMorgan Facility enables us to elect to receive advances in U.S. dollars, GBP, or EUR. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $1.2 billion (including £75.6 million and €60.0 million assuming conversion into USD) of borrowings outstanding under the JPMorgan Facility secured by certain of our commercial mortgage loans.
DB Facility
In March 2020, through an indirect wholly-owned subsidiary, we entered into a Third Amended and Restated Master Repurchase Agreement with Deutsche Bank AG, Cayman Islands Branch, London Branch, which provides for

38



advances of up to $1.0 billion for the sale and repurchase of eligible first mortgage loans secured by commercial or multifamily properties located in the United States, United Kingdom and the European Union, and enables us to elect to receive advances in USD, GBP, or EUR. The repurchase facility matures in March 2021, and has two one-year extensions available at our option, subject to certain conditions. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $509.8 million of borrowings outstanding under the DB Facility secured by certain of our commercial mortgage loans.
Goldman Facility
In November 2017, through an indirect wholly-owned subsidiary, we entered into a master repurchase and securities contract agreement with Goldman Sachs Bank USA, which provides advances up to $500.0 million and matures in November 2020, and has one one-year extension available at our option, subject to certain conditions. Margin calls may occur any time at specified margin deficit thresholds.
As of June 30, 2020, we had $354.6 million of borrowings outstanding under the Goldman Facility secured by certain of our commercial mortgage loans.
CS Facility - USD
In July 2018, through an indirect wholly-owned subsidiary, we entered into a Master Repurchase Agreement with Credit Suisse AG, acting through its Cayman Islands Branch and Alpine Securitization Ltd, which provides for advances for the sale and repurchase of eligible commercial mortgage loans secured by real estate. The CS Facility - USD has an "evergreen" feature such that the facility continues unless terminated at any time by Credit Suisse with six months' notice. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $321.5 million of borrowings outstanding under the CS Facility - USD secured by certain of our commercial mortgage loans.
CS Facility - GBP
In June 2018, through an indirect wholly-owned subsidiary, we entered into a Global Master Repurchase Agreement with Credit Suisse Securities (Europe) Limited, which provides for advances for the sale and repurchase of eligible commercial mortgage loans secured by real estate. The CS Facility - GBP has an "evergreen" feature such that the facility continues unless terminated at any time by Credit Suisse with six months' notice. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $84.6 million (£68.2 million assuming conversion into USD) of borrowings outstanding under the CS Facility - GBP secured by one commercial mortgage loan.
HSBC Facility - USD    
In October 2019, through an indirect wholly-owned subsidiary, we entered into a secured debt arrangement with HSBC Bank plc, which provides for a single asset financing. The facility is scheduled to mature in January 2021. Margin calls may occur any time at specified aggregate margin thresholds.
As of June 30, 2020, we had $47.2 million of borrowings under the HSBC Facility - USD secured by one commercial mortgage loan.
HSBC Facility - GBP
In September 2018, through an indirect wholly-owned subsidiary, we entered into a secured debt arrangement with HSBC Bank plc, which provided for a single asset financing. The facility matured and was repaid in June 2020 in connection with the repayment of the underlying loan.
HSBC Facility - EUR
In July 2019, through an indirect wholly-owned subsidiary, we entered into a secured debt arrangement with HSBC Bank plc, which provides for a single asset financing. The facility matures in July 2021. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $150.6 million (€134.1 million assuming conversion into USD) of borrowings outstanding under the HSBC Facility - EUR secured by one commercial mortgage loan.

39



Barclays Facility - USD
In March 2020, through an indirect wholly-owned subsidiary, we entered into a secured debt arrangement pursuant to a Master Repurchase Agreement with Barclays Bank plc. The Barclays Facility - USD allows for $200.0 million of maximum borrowings and initially matures in March 2023 with extensions available at our option, subject to certain conditions. Margin calls may occur any time at specified aggregate margin deficit thresholds.
As of June 30, 2020, we had $35.2 million of borrowings outstanding under the Barclays Facility - USD secured by one commercial mortgage loan.
Barclays Facility - GBP/EUR
Beginning in October 2019, through an indirect wholly-owned subsidiary, we entered into five secured debt arrangements pursuant to a Global Master Repurchase Agreement with Barclays Bank plc. In June 2020, all assets previously financed pursuant to this facility were refinanced under the Barclays Private Securitization.
Barclays Private Securitization
In June 2020, through a newly formed entity, we entered into a private securitization with Barclays Bank plc. Barclays Bank plc retained $782.0 million senior notes from the securitization. This Barclays Private Securitization finances the loans that were previously financed under the Barclays Facility - GBP/EUR. In addition, we pledged an additional commercial mortgage loan with an outstanding principal balance of £26.0 million and pledged additional collateral of a financed loan of €5.3 million (totaling $38.2 million in USD).
The securitization eliminates 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 LTV based covenants with significant headroom to existing levels that are also subject to a six-month holiday through December 2020. These deleveraging requirements 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. In addition to the pledge of the additional collateral noted above, we paid down the previous financing by €16.5 million (totaling $18.5 million in USD) and agreed to increase the financing spreads by 0.25%.
The table below provides the borrowings outstanding and weighted-average fully-extended maturities by currency for the assets financed under the Barclays Private Securitization ($ in thousands):
 
Borrowings outstanding
Fully-Extended Maturity(1)
Total/Weighted-Average GBP
$644,397
November 2023
Total/Weighted-Average EUR
137,609
May 2021(2)
Total/Weighted-Average Securitization
$782,006
July 2023
———————
(1) Assumes underlying loans extend to fully extended maturity and extensions at our option are exercised.
(2) The EUR portion of the Barclays Private Securitization has an "evergreen" feature such that the facility continues for one 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.

As of June 30, 2020, we had $782.0 million (£519.6 million and €122.5 million assuming conversion into USD) of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans.
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; 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.
Senior Secured Term Loan
In May 2019, we entered into the $500.0 million senior secured term loan. During the six months ended June 30,

40



2020, we repaid $2.5 million of principal related to the senior secured term loan. The senior secured term loan bears interest at LIBOR plus 2.75% and was issued at a price of 99.5%. The outstanding balance as of June 30, 2020 was $495.0 million. The senior secured term loan matures in May 2026 and contains restrictions relating to liens, asset sales, indebtedness, and investments in non-wholly owned entities. The senior secured term loan includes the following financial covenants: (i) our ratio of total recourse debt to tangible net worth cannot be greater than 3:1; and (ii) our ratio of total unencumbered assets to total pari-passu indebtedness must be at least 1.25:1.
Convertible Senior Notes
In two separate offerings during 2017, we issued an aggregate principal amount of $345.0 million of 4.75% Convertible Senior Notes due 2022, for which we received $337.5 million, after deducting the underwriting discount and offering expenses. At June 30, 2020, the 2022 Notes had a carrying value of $339.0 million and an unamortized discount of $6.0 million.
During the fourth quarter of 2018, we issued $230.0 million of 5.375% Convertible Senior Notes due 2023, for which we received $223.7 million after deducting the underwriting discount and offering expenses. At June 30, 2020, the 2023 Notes had a carrying value of $224.5 million and an unamortized discount of $5.5 million.
Cash Generated from Equity Offerings
During the second quarter of 2019, we completed a follow-on public offering of 17,250,000 shares of our common stock, including shares issued pursuant to the underwriters' option to purchase additional shares, at a price of $18.27 per share. The aggregate net proceeds from the offering were $314.8 million after deducting offering expenses.
In March 2020, our board of directors approved a stock repurchase program for up to an aggregate of $150.0 million of our common stock. During the six months ended June 30, 2020, we repurchased 5,795,976 shares of our common stock under this program at a weighted-average price of $7.96 per share.
Other Potential Sources of Financing
Our primary sources of cash currently consist of cash available, which was $487.2 million as of June 30, 2020, principal and interest payments we receive on our portfolio of assets, and available borrowings under our secured debt arrangements. We expect our other sources of cash to consist of cash generated from operations and prepayments of principal received on our portfolio of assets. Such prepayments are difficult to estimate in advance. Depending on market conditions, we may utilize additional borrowings as a source of cash, which may also include additional secured debt arrangements as well as other borrowings such as credit facilities, or conduct additional public and private debt and equity offerings. As of June 30, 2020 we also held $1.1 billion of unencumbered assets, consisting of $35.8 million of senior mortgages and $1.1 billion of mezzanine loans.
We maintain policies relating to our borrowings and use of leverage. See "Leverage Policies" below. In the future, we may seek to raise further equity or debt capital or engage in other forms of borrowings in order to fund future investments or to refinance expiring indebtedness.
We generally intend to hold our target assets as long-term investments, although we may sell certain of our investments in order to manage our interest rate risk and liquidity needs, meet other operating objectives and adapt to market conditions.
To maintain our qualification as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. These distribution requirements limit our ability to retain earnings and replenish or increase capital for operations.
Leverage Policies
We use leverage for the sole purpose of financing our portfolio and not for the purpose of speculating on changes in interest rates. In addition to our secured debt arrangements and senior secured term loan, we access additional sources of borrowings. Our charter and bylaws do not limit the amount of indebtedness we can incur; however, we are subject to and carefully monitor the limits placed on us by our credit providers and those that assign ratings on our Company.

At June 30, 2020, our debt-to-equity ratio was 1.7 and our portfolio was comprised of $5.3 billion of commercial mortgage loans and $1.0 billion of subordinate loans and other lending assets. In order to achieve our return on equity, we generally finance our mortgage loans with 2.0 to 3.0 turns of leverage and generally do not finance our subordinate loan

41



portfolio given built-in inherent structural leverage. Consequently, depending on our portfolio mix, our debt-to-equity ratio may exceed our previously disclosed thresholds.
Investment Guidelines
Our current investment guidelines, approved by our board of directors, are comprised of the following:
•
no investment will be made that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes;
•
no investment will be made that would cause us to register as an investment company under the 1940 Act;
•
investments will be predominantly in our target assets;
•
no more than 20% of our cash equity (on a consolidated basis) will be invested in any single investment at the time of the investment; and
•
until appropriate investments can be identified, the Manager may invest the proceeds of any offering in interest bearing, short-term investments, including money market accounts and/or funds, that are consistent with our intention to qualify as a REIT.
The board of directors must approve any change in or waiver to these investment guidelines.
Contractual Obligations and Commitments
Our contractual obligations including expected interest payments as of June 30, 2020 are summarized as follows ($ in thousands):
 
 
Less than 1
year (1)
 
1 to 2 years(1)
 
2 to 3
years (1)
 
3 to 5
years (1)
 
More
than 5
years (1)
 
Total
Secured debt arrangements(1)(2)
$
422,716

 
$
1,036,199

 
$
832,697

 
$
1,348,088

 
$
—

 
$
3,639,700

Senior secured term loan(2)
19,673

 
19,524

 
19,375

 
38,343

 
515,890

 
612,805

Convertible senior notes
28,750

 
28,750

 
359,881

 
234,121

 
—

 
651,502

Unfunded loan commitments (3)
564,550

 
596,686

 
169,738

 
4,268

 
—

 
1,335,242

Total
$
1,035,689

 
$
1,681,159

 
$
1,381,691

 
$
1,624,820

 
$
515,890

 
$
6,239,249

———————
(1)
Assumes underlying assets are financed through the fully extended maturity date of the secured debt arrangement.
(2)
Based on the applicable benchmark rates as of June 30, 2020 on the floating rate debt for interest payments due.
(3)
Based on our expected funding schedule, which is based upon the Manager’s estimates based upon the best information available to the Manager at the time. There is no assurance that the payments will occur in accordance with these estimates or at all, which could affect our operating results. Refer to "Note 15– Commitments and Contingencies" for further detail regarding unfunded loan commitments.

Loan Commitments. As of June 30, 2020, we had $1.5 billion of unfunded loan commitments, comprised of $1.4 billion related to our commercial mortgage loan portfolio, and $37.0 million related to our subordinate loan portfolio.
Management Agreement. On September 23, 2009, we entered into the Management Agreement with the Manager pursuant to which the Manager is entitled to receive a management fee and the reimbursement of certain expenses. The table above does not include amounts due under the Management Agreement as those obligations do not have fixed and determinable payments. Pursuant to the Management Agreement, the Manager is entitled to a base management fee calculated and payable quarterly in arrears in an amount equal to 1.5% of our stockholders’ equity (as defined in the Management Agreement), per annum. The Manager will use the proceeds from its management fee in part to pay compensation to its officers and personnel. We do not reimburse the Manager or its affiliates for the salaries and other compensation of their personnel, except for the allocable share of the compensation of (1) our Chief Financial Officer based on the percentage of time spent on our affairs and (2) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment professional personnel of the Manager or its affiliates who spend all or a portion of their time managing our affairs based on the percentage of time devoted by such personnel to our affairs. We are also required to reimburse the Manager for operating expenses related to us incurred by the Manager, including expenses relating to legal, accounting, due diligence and other services. Expense reimbursements to the Manager are made in cash on a monthly basis following the end of each month. Our reimbursement obligation is not subject to any dollar limitation.
The current term of the Management Agreement will expire on September 29, 2020. Absent certain action by the independent directors of our board of directors, as described below, the Management Agreement will automatically renew

42



on each anniversary for a one-year term. The Management Agreement may be terminated upon expiration of the one-year 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 us 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 to three 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. Amounts payable under the Management Agreement are not fixed and determinable. Following a meeting by our independent directors in February 2020, which included a discussion of the Manager’s performance and the level of the management fees thereunder, we determined not to terminate the Management Agreement.
Forward Currency Contracts. We use forward currency contracts to economically hedge interest and principal payments due under our loans denominated in currencies other than U.S. dollars. We have entered into a series of forward contracts to sell an amount of foreign currency (GBP and EUR) for an agreed upon amount of U.S. dollars at various dates through December 2024. These forward contracts were executed to economically fix the U.S. dollar amounts of foreign denominated cash flows expected to be received by us related to foreign denominated loan investments. Refer to "Note 10- Derivatives, Net" to the accompanying condensed consolidated financial statements for details regarding our forward currency contracts.
Interest Rate Swap and Cap. In connection with the senior secured term loan, we previously entered into an interest rate swap to fix LIBOR at 2.12%, effectively fixing our all-in coupon on the senior secured term loan at 4.87%. During the second quarter of 2020 we terminated our interest rate swap due to significant decrease in LIBOR and recognized a realized loss on the accompanying condensed consolidated statement of operations. Subsequently, in June 2020, we entered into an interest rate cap for approximately $1.1 million. We use our interest rate cap to manage exposure to variable cash flows on our borrowings under our senior secured term loan by effectively limiting LIBOR from exceeding 0.75%. Refer to "Note 10- Derivatives, Net" to the accompanying condensed consolidated financial statements for details regarding our interest rate cap.
Off-balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured investment vehicles, or special purpose or variable interest entities, established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities or entered into any commitment to provide additional funding to any such entities.
Dividends
We intend to continue to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Any distributions we make are at the discretion of our board of directors and depend upon, among other things, our actual results of operations. These results and our ability to pay distributions are affected by various factors, including the net interest and other income from our portfolio, our operating expenses and any other expenditures. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.
As of June 30, 2020, we had 6,770,393 shares of Series B Preferred Stock outstanding, which entitles holders to receive dividends that are payable quarterly in arrears. The Series B Preferred Stock pay cumulative cash dividends, which are payable quarterly in equal amounts in arrears on the 15th day of each January, April, July and October: (i) from, and including, the original date of issuance of the Series B Preferred Stock to, but excluding, September 20, 2020, at an initial rate of 8.00% per annum of the $25.00 per share liquidation preference; and (ii) from, and including, September 20, 2020, at the rate per annum equal to the greater of (a) 8.00% and (b) a floating rate equal to the 3-month LIBOR rate as calculated on each applicable date of determination plus 6.46% of the $25.00 liquidation preference. Except under certain limited circumstances, the Series B Preferred Stock is generally not convertible into or exchangeable for any other property or any other of our securities at the election of the holders. On or after September 21, 2020, we may, at our option, redeem the shares at a redemption price of $25.00, plus any accrued unpaid distribution through the date of the

43



redemption.
In June 2019, we redeemed all 6,900,000 shares of Series C Preferred Stock outstanding. Holders of the Series C Preferred Stock received the redemption price of $25.00 plus accumulated but unpaid dividends to the redemption date of $0.2223.

Non-GAAP Financial Measures

Operating Earnings
For the three and six months ended June 30, 2020, our Operating Earnings were $(11.3) million, or $(0.07) per share, and $51.4 million, or $0.33 per share, respectively, as compared to $56.6 million, or $0.38 per share, and $125.0 million, or $0.88 per share, respectively, for the same periods in the prior year. Operating Earnings is a non-GAAP financial measure that we define as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items included in net income available to common stockholders, (iii) unrealized income from unconsolidated joint ventures, (iv) foreign currency gains (losses), other than (a) realized gains/(losses) related to interest income, and (b) forward point gains/(losses) realized on our foreign currency hedges, (v) the non-cash amortization expense related to the reclassification of a portion of the Notes to stockholders’ equity in accordance with GAAP, and (vi) provision for loan losses. Operating Earnings may also be adjusted to exclude certain other non-cash items, as determined by the Manager and approved by a majority of our independent directors.
The weighted-average diluted shares outstanding used for Operating Earnings per weighted-average diluted share has been adjusted from weighted-average diluted shares under GAAP to exclude shares issued from a potential conversion of the Notes. Consistent with the treatment of other unrealized adjustments to Operating Earnings, these potentially issuable shares are excluded until a conversion occurs, which we believe is a useful presentation for investors. We believe that excluding shares issued in connection with a potential conversion of the Notes from our computation of Operating Earnings per weighted-average diluted share is useful to investors for various reasons, including the following: (i) conversion of Notes to shares requires both the holder of a Note to elect to convert the Note and for us to elect to settle the conversion in the form of shares; (ii) future conversion decisions by Note holders will be based on our stock price in the future, which is presently not determinable; (iii) the exclusion of shares issued in connection with a potential conversion of the Notes from the computation of Operating Earnings per weighted-average diluted share is consistent with how we treat other unrealized items in our computation of Operating Earnings per weighted-average diluted share; and (iv) we believe that when evaluating our operating performance, investors and potential investors consider our Operating Earnings relative to our actual distributions, which are based on shares outstanding and not shares that might be issued in the future. The table below summarizes the reconciliation from weighted-average diluted shares under GAAP to the weighted-average diluted shares used for Operating Earnings ($ in thousands, except Price):

 
 
 
 
 
Three months ended June 30,
Six months ended June 30,
 
 
 
 
 
2020
 
2019
 
2020
 
2019
Weighted-Averages
Face
 
Price
 
Shares
 
Shares
 
Shares
 
Shares
Weighted-average diluted shares - GAAP
 
 
 
 
182,083,702

 
174,101,234

 
152,735,852

 
169,418,177

2019 Notes(1)
$
13,170

 
$17.17
 
—

 
—

 
—

 
(767,093
)
2022 Notes
$
345,000

 
$19.91
 
(17,327,970
)
 
(17,327,970
)
 
—

 
(17,327,970
)
2023 Notes
$
230,000

 
$20.53
 
(11,205,301
)
 
(11,205,301
)
 
—

 
(11,205,301
)
Unvested RSUs
N/A

 
N/A
 
—

 
1,846,173

 
2,017,080

 
1,847,860

Weighted-average diluted shares - Operating Earnings
 
 
 
 
153,550,431

 
147,414,136

 
154,752,932

 
141,965,673

———————
(1) Face represents the weighted-average balance for the six months ended June 30, 2019. There was no impact from the 2019 Notes in the other periods shown.



44



Computation of Share Count for Operating Earnings
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Basic weighted-average shares of common stock outstanding
 
151,523,513

 
145,567,963

 
152,735,852

 
140,117,813

Weighted-average unvested RSUs
 
2,026,918

 
1,846,173

 
2,017,080

 
1,847,860

Weighted-average diluted shares - Operating Earnings
 
153,550,431

 
147,414,136

 
154,752,932

 
141,965,673


In order to evaluate the effective yield of the portfolio, we use Operating Earnings to reflect the net investment income of our portfolio as adjusted to include the net interest income or expense related to our derivative instruments. Forward points effectively convert our foreign rate exposure to USD LIBOR, which we believe is a better reflection of our operating results and we believe the inclusion of the resulting gain or loss in Operating Earnings is useful to our investors. Operating Earnings allows us to isolate the net interest income or expense associated with our swaps and caps in order to monitor and project our full cost of borrowings.
As discussed in “Note 10 - Derivatives” we terminated our interest rate swap, which we used to manage exposure to variable cash flows on our borrowings under our senior secured term loan, in the second quarter of 2020 and recorded a realized loss in the condensed consolidated statement of operations. As of June 30, 2020, there are no interest rate swaps on our condensed consolidated balance sheet. In addition, as discussed in “Note 4 - Commercial Mortgage, Subordinate Loans and Other Lending Assets, Net,” we recorded a net realized loss on the sale of three construction loans and, in connection with a troubled debt restructuring, on one hotel loan.
We believe it is useful to our investors to also present Operating Earnings excluding realized loss on investments and realized loss on interest rate swap to reflect our operating results because our operating results are primarily comprised of earning interest income on our investments net of borrowing and administrative costs, which are our ongoing operations. We believe that our investors use Operating Earnings and Operating Earnings excluding realized loss on investments and realized loss on interest rate swap, or a comparable supplemental performance measure, to evaluate and compare the performance of our company and our peers and, as such, we believe that the disclosure of Operating Earnings and Operating Earnings excluding realized loss on investments and realized loss on interest rate swap is useful to our investors.
A significant limitation associated with Operating Earnings as a measure of our financial performance over any period is that it excludes unrealized gains (losses) from investments. In addition, our presentation of Operating Earnings may not be comparable to similarly-titled measures of other companies, that use different calculations. As a result, Operating Earnings should not be considered as a substitute for our GAAP net income as a measure of our financial performance or any measure of our liquidity under GAAP.
The table below summarizes the reconciliation from net income (loss) available to common stockholders to Operating Earnings and Operating Earnings excluding realized loss on investments and realized loss on interest rate swap ($ in thousands):

45



 
Three months ended June 30,
 
Six months ended June 30,
 
2020
 
2019
 
2020
 
2019
Net income (loss) available to common stockholders
$
56,816

 
$
56,505

 
$
(74,411
)
 
$
117,428

Adjustments:

 

 
 
 
 
Equity-based compensation expense
4,252

 
4,294

 
8,515

 
8,195

Unrealized (gain) loss on interest rate swap
(50,018
)
 
13,113

 
(14,470
)
 
13,113

(Gain) loss on currency forwards
2,995

 
(11,186
)
 
(67,496
)
 
(4,466
)
Foreign currency (gain) loss, net
(2,559
)
 
7,777

 
35,390

 
883

Unrealized gain on interest rate cap
(738
)
 
—

 
(738
)
 
—

Realized gains relating to interest income on foreign currency hedges, net
1,088

 
325

 
1,344

 
744

Realized gains relating to forward points on foreign currency hedges, net
1,318

 
44

 
3,489

 
2,476

Amortization of the convertible senior notes related to equity reclassification
765

 
721

 
1,519

 
1,630

Provision for (reversal of) loan losses
(25,169
)
 
(15,000
)
 
158,296

 
(15,000
)
Total adjustments:
(68,066
)
 
88

 
125,849

 
7,575

Operating Earnings
$
(11,250
)
 
$
56,593

 
$
51,438

 
$
125,003

 


 


 
 
 
 
Realized loss on investments
16,405

 
12,513

 
16,405

 
12,513

Realized loss on interest rate swap
53,851

 
—

 
53,851

 
—

Operating Earnings excluding realized loss on investments and realized loss on interest rate swap
$
59,006

 
$
69,106

 
$
121,694

 
$
137,516

Diluted Operating Earnings per share of common stock (1)
$
(0.07
)
 
$
0.38

 
$
0.33

 
$
0.88

Diluted Operating Earnings excluding realized loss on investments and realized loss on interest rate swap
$
0.38

 
$
0.47

 
$
0.79

 
$
0.97

Basic weighted-average shares of common stock outstanding
151,523,513

 
145,567,963

 
152,735,852

 
140,117,813

Weighted-average diluted shares - Operating Earnings
153,550,431

 
147,414,136

 
154,752,932

 
141,965,673

———————
(1) For the computation of diluted Operating Earnings per share of common stock and diluted Operating Earnings excluding realized loss on investments and realized loss on interest rate swap per share of common stock, for the three months ended June 30, 2020, $8.7 million of interest expense related to the Notes is not deducted from the numerator and the potentially dilutive shares related to the Notes are excluded from the denominator, while there is no such impact for the six months ended June 30, 2020. For the computation of diluted Operating Earnings per share of common stock and diluted Operating Earnings excluding realized loss on investments and realized loss on interest rate swap per share of common stock, for the three and six months ended June 30, 2019, $7.9 million and $16.4 million, respectively, of interest expense related to the Notes is not deducted from the numerator and the potentially dilutive shares related to the Notes are excluded from the denominator.

Book Value Per Share

The table below calculates our book value per share ($ in thousands, except per share data):

 
June 30, 2020
 
December 31, 2019
Stockholders' Equity
$
2,365,506

 
$
2,629,975

     Series B Preferred Stock (Liquidation Preference)
(169,260
)
 
(169,260
)
Common Stockholders' Equity
$
2,196,246

 
$
2,460,715

Common Stock
148,326,806

 
153,537,296

Book value per share
$
14.81

 
$
16.03



The table below shows the changes in our book value per share:

46



 
Book value per share
Book value per share at December 31, 2019
$
16.03

Net unrealized gain on currency hedges
0.20

Repurchase of common stock
0.25

Decrease in fair value on interest rate swap
(0.27
)
Vesting and delivery of RSUs
(0.07
)
Other
(0.01
)
Book value per share at June 30, 2020 prior to CECL Allowances
$
16.13

Specific CECL Allowance
$
(1.01
)
Book value per share at June 30, 2020 prior to General CECL Allowance
$
15.12

General CECL Allowance
$
(0.31
)
Book value per share at June 30, 2020
$
14.81


We believe that presenting book value per share with sub-totals prior to the CECL Allowances is useful for investors for various reasons, including, among other things, the calculations for our financial covenants related to tangible net worth and debt-to-equity under our secured debt arrangements and senior secured term loan permit us to add the General CECL Allowance to our GAAP stockholders' equity. Given our lenders consider book value per share prior to the General CECL Allowance as an important metric related to our debt covenants, we believe disclosing book value per share prior to the General CECL Allowance is important to investors such that they have the same visibility.

47



Item 3. Quantitative and Qualitative Disclosures About Market Risk
We seek to manage our risks related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value, while, at the same time, seeking to provide an opportunity to stockholders to realize attractive risk-adjusted returns through ownership of our capital stock. While risks are inherent in any business enterprise, we seek to quantify and justify risks in light of available returns and to maintain capital levels consistent with the risks we undertake.
Credit Risk
One of our strategic focuses is acquiring assets that we believe to be of high credit quality. We believe this strategy will generally keep our credit losses and financing costs low. However, we are subject to varying degrees of credit risk in connection with our other target assets. We seek to mitigate this risk by seeking to acquire high quality assets, at appropriate prices given anticipated and unanticipated losses, and by deploying a value-driven approach to underwriting and diligence, consistent with the Manager’s historical investment strategy, with a focus on current cash flows and potential risks to cash flow. The Manager seeks to enhance its due diligence and underwriting efforts by accessing the Manager’s knowledge base and industry contacts. Nevertheless, unanticipated credit losses could occur, which could adversely impact our operating results.
Interest Rate Risk
Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. We are subject to interest rate risk in connection with our target assets and our related financing obligations.
To the extent consistent with maintaining our REIT qualification, we seek to manage risk exposure to protect our portfolio of financial assets against the effects of major interest rate changes. We generally seek to manage this risk by:
•
attempting to structure our financing agreements to have a range of different maturities, terms, amortizations and interest rate adjustment periods;
•
using hedging instruments, interest rate swaps; and
•
to the extent available, using securitization financing to better match the maturity of our financing with the duration of our assets.

The following table estimates the hypothetical impact on our net interest income for the twelve-month period following June 30, 2020, assuming an immediate increase or decrease of 50 basis points in the applicable interest rate benchmark by currency ($ in thousands, except per share data):
 
 
 
 
50 basis point increase
 
50 basis point decrease
Currency
 
Net floating rate assets subject to interest rate sensitivity
 
Increase (Decrease) to net interest income (1)(2)
 
Decrease to net interest income (per share) (1)(2)
 
Increase to net interest income (1)(2)
 
Increase to net interest income (per share) (1)(2)
USD
 
$
1,628,001

 
$
(6,884
)
 
$
(0.05
)
 
$
2,495

 
$
0.02

GBP
 
430,294

 
420

 
—

 
155

 
—

EUR
 
225,590

 
176

 
—

 
—

 
—

Total:
 
$
2,283,885

 
$
(6,288
)
 
$
(0.05
)
 
$
2,650

 
$
0.02

———————
(1) Any such hypothetical impact on interest rates on our variable rate borrowings does not consider the effect of any change in overall economic activity that could occur in a rising or falling interest rate environment. Further, in the event of a change in interest rates of that magnitude, we may take actions to further mitigate our exposure to such a change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in our financial structure.
(2) Certain of our floating rate loans are subject to a LIBOR floor.
Prepayment Risk
Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, causing the return on an asset to be less than expected. In certain cases, we adapt to prepayment risk by stating prepayment penalties in loan agreements.


48



Market Risk
Commercial mortgage assets are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; retroactive changes to building or similar codes; pandemics; natural disasters and other acts of god. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans or loans, as the case may be, which could also cause us to suffer losses. Market volatility has been particularly heightened due to the COVID-19 global pandemic. COVID-19 has disrupted economic activities and could have a continued significant adverse effect on economic and market conditions including limited lending from financial institutions, depressed asset values, and limited market liquidity.
Inflation
Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence our performance far more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our financial statements are prepared in accordance with GAAP and distributions are determined by our board of directors consistent with our obligation to distribute to our stockholders at least 90% of our REIT taxable income, excluding net capital gains and determined without regard to the dividends paid deduction, on an annual basis in order to maintain our REIT qualification. In each case, our activities and balance sheet are measured with reference to historical cost and/or fair market value without considering inflation.

Currency Risk
Some of our loans and secured debt arrangements are denominated in a foreign currency and subject to risks related to
fluctuations in currency rates. We mitigate this exposure through foreign currency forward contracts, which match the net
principal and interest of our foreign currency loans and secured debt arrangements.


49



Item 4. Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer, based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to ARI that would potentially be subject to disclosure under the Exchange Act, and the rules and regulations promulgated thereunder.
During the period ended June 30, 2020, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within ARI to disclose material information otherwise required to be set forth in our periodic reports.

PART II - OTHER INFORMATION
Item 1. 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 an action captioned AmBase Corporation et al v. ACREFI Mortgage Lending, LLC et al (No 653251/2018) in New York Supreme Court. The complaint names as defendants (i) ACREFI Mortgage Lending, LLC, a subsidiary of the Company, (ii) the Company, and (iii) certain funds managed by Apollo, who are co-lenders on a mezzanine loan against the development of a residential condominium building in Manhattan, New York. The plaintiffs allege that the defendants tortiously interfered with the contractual equity put right in 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 allege the loss of a $70.0 million investment as part of total damages of $700.0 million, which includes 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 filed a timely notice of appeal on December 6, 2019 but have not yet filed their appellate brief. We believe the claims are without merit and plan to vigorously defend the case on appeal. We do not believe this will have a material adverse effect on our consolidated financial statements.

Item 1A. Risk Factors
For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed in "Item 1A. Risk Factors" in our Annual Report.
In light of developments relating to the COVID-19 pandemic occurring subsequent to the filing of our Annual Report, we are supplementing the risk factors discussed in our Annual Report with the following risk factor, which should be read in conjunction with the risk factors contained in our Annual Report.

Major public health issues, including the current outbreak of COVID-19, and related disruptions in the U.S. and global economy and financial markets have and continue to adversely impact or disrupt our financial condition and results of operations.
The recent outbreak of COVID-19 in many countries continues to adversely impact global economic activity and has contributed to significant volatility in financial markets. On March 11, 2020, the World Health Organization publicly characterized COVID-19 as a pandemic. On March 13, 2020, the President of the United States declared the COVID-19 outbreak a national emergency. The global impact of the outbreak has been rapidly evolving, and as cases of the virus increased around the world, governments and organizations have implemented a variety of actions to mobilize efforts to mitigate the ongoing and expected impact. Many governments, including where real estate is located that secures or underlies a significant portion of our mortgage and other real estate-related loans, have reacted by instituting quarantines, restrictions on travel, school closures, bans on public events and on public gatherings, “shelter in place”, “stay at home” and "safer-at-home" rules, restrictions on types of business that may continue to operate, with exceptions, in certain cases, available for certain essential operations and businesses, and/or restrictions on types of construction projects that may continue. Further, such actions have created, and expect to continue to create disruption in real estate financing transactions and the commercial real estate market and adversely impact a number of industries. The outbreak could have a continued adverse impact on economic and market

50



conditions and continue to cause regional, national and global economic slowdowns and potentially trigger recessions in any or all of these areas.
In the United States, there have been a number of federal, state and local government initiatives applicable to a significant number of mortgage loans, to manage the spread of the virus and its impact on the economy, financial markets and continuity of businesses of all sizes and industries. On March 27, 2020, the U.S. Congress approved the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and President Trump signed it into law. The CARES Act provides approximately $2 trillion in financial assistance to individuals and businesses resulting from the outbreak of COVID-19. The CARES Act, among other things, provides certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing and loan forgiveness and/or forbearance. Although this action by the federal government, together with other actions taken at the federal, regional and local levels are intended to support these economies, there is no guarantee that such measures will provide sufficient relief to avoid continued adverse effects on the economy and potentially a recession. Similar actions have been taken by governments around the globe but as is the case in the United States there is no assurance that such measures will prevent further economic disruptions, which may be significant, around the world.
We believe that our and the Manager's ability to operate, our level of business activity and the profitability of our business, as well as the values of, and the cash flows from, the assets we own have been, and will continue to be impacted by the effects of COVID-19 and could in the future be impacted by another pandemic or other major public health issues. While we have implemented risk management and contingency plans and taken preventive measures and other precautions, no predictions of specific scenarios can be made with respect to the COVID-19 pandemic and such measures may not adequately predict the impact on our business from such events.
The effects of COVID-19 have adversely impacted the value of our assets, business, financial condition, results of operations and cash flows, and our ability to operate successfully. Some of the factors that impacted us to date and may continue to affect us include the following:
•
difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the financial markets or deteriorations in credit and financing conditions may affect our ability and our borrowers’ ability to make regular payments of principal and interest (whether due to an inability to make such payments, an unwillingness to make such payments, or a waiver of the requirement to make such payments on a timely basis or at all);
•
the extent the value of commercial real estate declines, which would also likely negatively impact the value of the loans we own, which could lead to additional margin calls;
•
our ability to continue to satisfy any additional margin calls from our lenders and to the extent we are unable to satisfy any such margin calls, any acceleration of our indebtedness, increase in the interest rate on advanced funds, termination of our ability to borrow funds from them, or foreclosure by our lenders on our assets;
•
our ability to remain in compliance with the financial covenants in our financing agreements with our lenders in the event of impairments in the value of the loans we own;
•
disruptions to the efficient function of our operations because of, among other factors, any inability to access short-term or long-term financing for the mortgage loans and other real estate-related loans we make;
•
our need to sell assets, including at a loss;
•
to the extent we elect or are forced to reduce our loan origination activities;
•
inability of borrowers under our construction loans to continue or complete construction as planned for their operations, which may affect their ability to complete construction and collect rent and, consequently, their ability to pay principal or interest on our construction loans;
•
inability by loan servicers to operate in affected areas or at all, including due to the bankruptcy of one or more servicers, or the inability of the Manager to effectively oversee servicers in certain of their activities or perform certain loan administration functions;
•
inability of other third-party vendors we rely on to conduct our business to operate effectively and continue to support our business and operations, including vendors that provide IT services, legal and accounting services, or other operational support services;
•
decreases in observable market activity or unavailability of information, resulting in restricted access to key inputs used to derive certain estimates and assumptions made in connection with financial reporting or otherwise, including valuing the loans we own, including estimated impairments, and estimates and changes in long term macro-economic assumptions relating to accounting for CECL Allowances;
•
effects of legal and regulatory responses to concerns about the COVID-19 pandemic and related public health issues, which could result in additional regulation or restrictions affecting the conduct of our business; and
•
our ability to ensure operational continuity in the event our business continuity plan is not effective or ineffectually implemented or deployed during a disruption.


51



The rapid development and fluidity of the circumstances resulting from this pandemic precludes any prediction as to the ultimate adverse impact of COVID-19. There are no comparable recent events which provide guidance as to the effect of the spread of COVID-19 and a pandemic on our business. Nevertheless, COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas present material uncertainty and risk with respect to our performance, financial condition, volume of business, results of operations and cash flows. Moreover, many risk factors set forth in our Annual Report should be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table sets forth the Company's repurchases of common stock during the three months ended June 30, 2020 ($ in thousands, except per share data):
Period
Total Number of Shares Purchased(1)
 
Weighted Average Price Paid per Share
 
Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 2020
—

 
$
—

 
—

 
$
—

May 2020
3,884,953

 
7.67

 
3,884,953

 
117,766

June 2020
1,611,023

 
8.65

 
1,611,023

 
103,831

Total
5,495,976

 
$
7.96

 
5,495,976

 
$
103,831

———————
(1) On March 16, 2020, we announced that our board of directors approved a stock repurchase program to authorize the Company to repurchase up to an aggregate of $150.0 million of our common stock. This repurchase program has no expiration date and may be suspended or terminated by us at any time without prior notice. This $150.0 million program replaces the previous program authorized in November 2013, which has been terminated.


Item 3. Defaults Upon Senior Securities
None.


Item 4. Mine Safety Disclosures
    
Not Applicable.

Item 5. Other Information
      
None.

Item 6. Exhibits
3.1
 
 
 
 
3.2
 
 
 
 
3.3
 
 
 
4.1
 

52



 
 
4.2
 
 
 
 
4.3
  
 
 
 
4.4
 
 
 
 
4.5
 
 
 
 
10.1
 

 
 
 
10.2
 

 
 
 
31.1*
  
 
 
31.2*
  
 
 
32.1*
  
 
 
101.INS*
  
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
 
 
101.SCH*
  
Inline XBRL Taxonomy Extension Schema
 
 
101.CAL*
  
Inline XBRL Taxonomy Extension Calculation Linkbase
 
 
101.DEF*
  
Inline XBRL Taxonomy Extension Definition Linkbase
 
 
101.LAB*
  
Inline XBRL Taxonomy Extension Label Linkbase
 
 
101.PRE*
  
Inline XBRL Taxonomy Extension Presentation Linkbase
 
 
104*
 
Cover Page Interactive Data File (embedded with the Inline XBRL document)

*
Filed herewith.

53



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
  
APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
 
 
 
July 30, 2020
 
  
 
 
 
 
 
By:
  
/s/ Stuart A. Rothstein
 
 
  
Stuart A. Rothstein
 
 
  
President and Chief Executive Officer
 
 
  
(Principal Executive Officer)
 
 
 
 
By:
  
/s/ Jai Agarwal
 
 
  
Jai Agarwal
 
 
  
Chief Financial Officer, Treasurer and Secretary
 
 
  
(Principal Financial Officer and Principal Accounting Officer)




54