Apollo Commercial Real Estate Finance, Inc 8-K, filed Apr 27, 2023
Apollo Commercial Real Estate Finance, Inc. (ARI)
About this 8-K
Apollo Commercial Real Estate Finance, Inc filed this 8-K on April 27, 2023, reporting on events of April 26, 2023.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On April 26, 2023, Apollo Commercial Real Estate Finance, Inc. (the “Company”) issued a summary press release and a detailed presentation announcing its financial results for the quarter ended March 31, 2023. A copy of the summary press release and the detailed presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, hereto and incorporated herein by reference.
The information in Item 2.02 of this Current Report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Summary press release dated April 26, 2023 | |
| 99.2 | Financial results presentation dated April 26, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Apollo Commercial Real Estate Finance, Inc. | ||
| By: | /s/ Stuart A. Rothstein | |
| Name: | Stuart A. Rothstein | |
| Title: | President and Chief Executive Officer | |
Date: April 26, 2023
Exhibit 99.1
| CONTACT: | Hilary Ginsberg Investor Relations (212) 822-0767 |
APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.
REPORTS FIRST QUARTER 2023 RESULTS
New York, NY, April 26, 2023 – Apollo Commercial Real Estate Finance, Inc. (the “Company” or “ARI”) (NYSE:ARI) today reported results for the quarter ended March 31, 2023.
Net income attributable to common stockholders per diluted share of common stock was $0.32 for the quarter ended March 31, 2023. Distributable Earnings (a non-GAAP financial measure defined below) and Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt per share of common stock was $0.48 and $0.51, respectively, for the quarter ended March 31, 2023.
“Despite a challenging environment, ARI’s senior floating rate loan portfolio produced another strong quarter of distributable earnings comfortably in excess of the common stock dividend,” said Stuart Rothstein, Chief Executive Officer and President of the Company. “ARI continues to benefit from higher base rates, given the portfolio is comprised of 99% floating rate loans. Given the ongoing market uncertainty, we continue to take a cautious approach to capital deployment on behalf of ARI and are focused on proactive asset management and increasing liquidity.”
ARI issued a detailed presentation of the Company’s quarter ended March 31, 2023 results, which can be viewed at www.apollocref.com.
Conference Call and Webcast
The Company will hold a conference call to review first quarter results on April 27, 2023, at 9 am ET. To register for the call, please use the following link:
https://register.vevent.com/register/BIa720c0e2ca5c4734ac923b431d5e740b
After you register, you will receive a dial-in number and unique pin. The Company will also post a link in the Stockholders’ section on ARI’s website for a live webcast. For those unable to listen to the live call or webcast, there will be a webcast replay link posted in the Stockholders’ section on ARI’s website approximately two hours after the call.
Distributable Earnings
“Distributable Earnings”, a non-GAAP financial measure, is defined as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items (including depreciation and amortization related to real estate owned) included in net income available to common stockholders, (iii) unrealized income from unconsolidated joint ventures, (iv) foreign currency gains (losses), other than (a) realized gains/(losses) related to interest income, and (b) forward point gains/(losses) realized on the Company’s foreign currency hedges, (v) the non-cash amortization expense related to the reclassification of a portion of the Company’s convertible senior notes (the “Notes”) to stockholders’ equity in accordance with GAAP, and (vi) provision for loan losses.
The weighted-average diluted shares outstanding used for Distributable Earnings per weighted-average diluted share has been adjusted from weighted-average diluted shares under GAAP to exclude shares issued from a potential conversion of the Notes. Consistent with the treatment of other unrealized adjustments to Distributable Earnings, these potentially issuable shares are excluded until a conversion occurs, which the Company believes is a useful presentation for investors. The Company believes that excluding shares issued in connection with a potential conversion of the Notes from its computation of Distributable 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 the Company to elect to settle the conversion in the form of shares; (ii) future conversion decisions by Note holders will be based on the Company’s stock price in the future, which is presently not determinable; (iii) the exclusion of shares issued in connection with a potential conversion of the Notes from the computation of Distributable Earnings per weighted-average diluted share is consistent with how the Company treats other unrealized items in its computation of Distributable Earnings per weighted-average diluted share; and (iv) the Company believes that when evaluating its operating performance, investors and potential investors consider the Company’s Distributable Earnings relative to its actual distributions, which are based on shares outstanding and not shares that might be issued in the future.
As a REIT, U.S. federal income tax law generally requires the Company to distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that the Company pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. Given these requirements and the Company’s belief that dividends are generally one of the principal reasons stockholders invest in a REIT, the Company generally intends over time to pay dividends to its stockholders in an amount equal to its net taxable income, if and to the extent authorized by the Company’s board of directors. Distributable Earnings is a key factor considered by the Company’s board of directors in setting the dividend and as such the Company believes Distributable Earnings is useful to investors.
During the quarter ended March 31, 2023, the Company recorded in the condensed consolidated statement of operations a realized loss related to the acquisition of a hotel property through a deed-in-lieu foreclosure, which was partially offset by a realized gain on loan sales, and a realized gain on extinguishment of debt related to our convertible notes.
The Company believes it is useful to its investors to also present Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt to reflect its operating results because (i) the Company’s operating results are primarily comprised of earning interest income on its investments net of borrowing and administrative costs, which comprise the Company’s ongoing operations and (ii) it has been a useful factor related to the Company’s dividend per share because it is one of the considerations when a dividend is determined. The Company believes that its investors use Distributable Earnings and Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt, or a comparable supplemental performance measure, to evaluate and compare the performance of the Company and its peers.
A significant limitation associated with Distributable Earnings as a measure of the Company’s financial performance over any period is that it excludes unrealized gains (losses) from investments. In addition, the Company’s presentation of Distributable Earnings may not be comparable to similarly-titled measures of other companies, that use different calculations. As a result, Distributable Earnings should not be considered as a substitute for the Company’s GAAP net income as a measure of its financial performance or any measure of its liquidity under GAAP. Distributable Earnings are reduced for realized losses on loans which include losses that management believes are near certain to be realized.
A reconciliation of Distributable Earnings, and Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt, to GAAP net income (loss) available to common stockholders is included in the detailed presentation of the Company’s quarter ended March 31, 2023 results, which can be viewed at www.apollocref.com.
About Apollo Commercial Real Estate Finance, Inc.
Apollo Commercial Real Estate Finance, Inc. (NYSE: ARI) is a real estate investment trust that primarily originates, acquires, invests in and manages performing commercial first mortgage loans, subordinate financings and other commercial real estate-related debt investments. The Company is externally managed and advised by ACREFI Management, LLC, a Delaware limited liability company and an indirect subsidiary of Apollo Global Management, Inc., a high-growth, global alternative asset manager with approximately $547.6 billion of assets under management as of December 31, 2022.
Additional information can be found on the Company’s website at www.apollocref.com.
Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These forward-looking statements include information about possible or assumed future results of the Company’s business, financial condition, liquidity, results of operations, plans and objectives. When used in this release, the words believe, expect, anticipate, estimate, plan, continue, intend, should, may or similar expressions, are intended to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: macro- and micro-economic impact of the COVID-19 pandemic; increasing interest rates and inflation; market trends in the Company’s industry, real estate values, the debt securities markets or the general economy; the timing and amounts of expected future fundings of unfunded commitments; the return on equity; the yield on investments; the ability to borrow to finance assets; the Company’s ability to deploy the proceeds of its capital raises or acquire its target assets; and risks associated with investing in real estate assets, including changes in business conditions and the general economy. For a further list and description of such risks and uncertainties, see the reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements, and other risks, uncertainties and factors are based on the Company’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to the Company. Forward-looking statements are not predictions of future events. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Exhibit 99.2 Q1 2023 Financial Results Apollo Commercial Real Estate Finance, Inc. April 2023 Unless otherwise noted, information as of March 31, 2023 It should not be assumed that investments made in the future will be profitable or will equal the performance of the investments shown in this document.
Forward Looking Statements and Other Disclosures This presentation may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond management’s control. These forward-looking statements may include information about possible or assumed future results of Apollo Commercial Real Estate Finance, Inc.’s (the “Company,” “ARI,” “we,” “us” and “our”) business, financial condition, liquidity, results of operations, plans and objectives. When used in this presentation, the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, are intended to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: the macro- and micro-economic impact of the coronavirus (“COVID-19”) pandemic; increasing interest rates and inflation; market trends in our industry, real estate values, the debt securities markets or the general economy; ARI’s business and investment strategy; ARI’s operating results; ARI’s ability to obtain and maintain financing arrangements; the timing and amounts of expected future fundings of unfunded commitments; and the return on equity, the yield on investments and risks associated with investing in real estate assets including changes in business conditions and the general economy. The forward-looking statements are based on management’s beliefs, assumptions and expectations of future performance, taking into account all information currently available to ARI. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to ARI. Some of these factors are described under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in ARI’s Annual Report on Form 10-K for the year ended December 31, 2022 and other filings with the Securities and Exchange Commission (“SEC”), which are accessible on the SEC’s website at www.sec.gov. If a change occurs, ARI’s business, financial condition, liquidity and results of operations may vary materially from those expressed in ARI’s forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for management to predict those events or how they may affect ARI. Except as required by law, ARI is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This presentation contains information regarding ARI’s financial results that is calculated and presented on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (“GAAP”), including Distributable Earnings and Distributable Earnings per share. Please refer to page 21 for a definition of “Distributable Earnings” and the reconciliation of the applicable GAAP financial measures to non-GAAP financial measures set forth on page 20. This presentation may contain statistics and other data that in some cases has been obtained from or compiled from information made available by third-party service providers. ARI makes no representation or warranty, expressed or implied, with respect to the accuracy, reasonableness or completeness of such information. Past performance is not indicative nor a guarantee of future returns. Index performance and yield data are shown for illustrative purposes only and have limitations when used for comparison or for other purposes due to, among other matters, volatility, credit or other factors (such as number and types of securities). Indices are unmanaged, do not charge any fees or expenses, assume reinvestment of income and do not employ special investment techniques such as leveraging or short selling. No such index is indicative of the future results of any investment by ARI. Unless the context requires otherwise, references in this presentation to “Apollo” refer to Apollo Global Management, Inc., together with its subsidiaries, and references in this presentation to the “Manager” refer to ACREFI Management, LLC, an indirect subsidiary of Apollo Global Management, Inc. Private and Confidential 2
ARI Highlights 1,a Strong Distributable Earnings Significant Dividend Coverage $0.51 1.46x 1 2 Distributable Earnings per Diluted Share of Common Stock Coverage Ratio for Dividend per Share of Common Stock Quarter-End Liquidity Well-Positioned for Rising Interest Rates $357 Million 99% b Percentage of Portfolio Consisting of Floating Rate Loans Cash and Available Leverage on Secured Debt Arrangements a) Amount reflects Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt Private and Confidential 3 b) Includes loan proceeds held by servicer See footnotes on page 21
Summary Results Ø Net income available to common stockholders of $46 million, or $0.32 per diluted share of common stock 1,a Ø Distributable Earnings of $74 million, or $0.51 per diluted share of common stock F Fi in na an nc ci ia al l R Re es su ul lt ts s 4 Ø Declared common stock dividends of $0.35 per share for Q1 2023, which implies a dividend yield of 15.2% Ø Increased General CECL Allowance by $4.4 million, during the quarter and recognized a $4.8 million realized loss in conjunction with acquisition of hotel located in Atlanta, GA through deed-in-lieu of foreclosure 6,b Ø Total loan portfolio of $8.5 billion with w/a unlevered all-in yield of 8.6% – 93% first mortgages – 99% floating rate Ø Weighted-average risk rating of 3.0 Ø Funded $174 million in connection with the refinancing of two floating rate first mortgage loans L Lo oa an n P Po or rt tf fo ol li io o 5 Ø Gross add-on fundings of $114 million in Q1 Ø Received $492 million of proceeds from loan repayments and sales in Q1 Ø Includes $219 million of proceeds from loans secured by offices Ø Includes $140 million in connection with the sale of three European commercial mortgage loans and one partial sale of a U.K. commercial mortgage loan Ø Added two new secured debt counterparties with a total capacity of $470 million, including one revolving credit facility c C Ca ap pi it ta al li iz za at ti io on nØ Ended quarter with total common equity book value of $2.2 billion d Ø Ended quarter with $357 million of total liquidity a) Amount reflects Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt b) Excludes benefit of forward points on currency hedges related to loans denominated in currencies other than USD c) Reflects book value per share (excluding General CECL Allowance and depreciation) of $15.72 multiplied by shares of common stock outstanding d) Includes cash, loan proceeds held by servicer, and available leverage on our secured debt arrangements Private and Confidential 4 See footnotes on page 21
Per Share Overview 1,a Distributable Earnings per Share 9 Book Value per Share 1,a 9 Book Value per Share Roll Forward General CECL BVPS excl. General CECL BVPS Allowance & Depreciation Allowance & Depreciation December 31, 2022 $15.54 ($0.24) $15.78 (+) Earnings in excess of dividends $0.16 - $0.16 General CECL Allowance & Depreciation (-) Net realized loss on investments ($0.03) - ($0.03) § BVPS Post-General CECL Allowance & Depreciation b § (-) Net loss on currency and interest hedges ($0.08) - ($0.08) (-) Change in General CECL Allowance & Depreciation ($0.06) ($0.06) - (-) Vesting and delivery of RSUs ($0.12) - ($0.12) c (+) Other $0.01 - $0.01 8 Change during period ($0.12) ($0.06) ($0.06) March 31, 2023 $15.42 ($0.30) $15.72 a) Amount reflects Distributable Earnings, prior to net realized losses on investments and realized gain on extinguishment of debt b) Includes net unrealized loss on forward currency contracts and interest hedges, and realized gain on forward currency contracts related to principal outside impact of forward points Private and Confidential 5 c) Includes realized gain on extinguishment of convertible notes See footnotes on page 21
Portfolio Activity Q1 Portfolio Activity 7 8 Ø Funded $174 million in connection with the refinancing of two floating rate first mortgage loans, secured Full Loan Repayments by a portfolio of luxury single-family and condominium vacation homes located across North America, Property Type Location Total Repaid ($ in millions) Repayment Type Central America and the Caribbean a Office London, U.K. $114 Payoff 6 Ø Unlevered All-In Yield of 12.1% Residential Various $109 Refinancing Ø Loan-to-Value ratio of 28% Office Milan, Italy $50 Sale Hotel Lake Como, Italy $47 Sale Ø Total proceeds from Q1 loan repayments and sales of $492 million Hotel Dublin, Ireland $25 Sale Ø Full repayments, refinancings, and sales of $345 million $345 Total Ø Partial repayments and sales of $147 million, including $56 million from loans secured by office properties Private and Confidential 6 a) Repayment includes ~$25 million of a subordinate participation sold accounted for as a secured borrowing See footnotes on page 21
Capital Structure Overview Capital Structure Composition Conservative Capital Management Strategy ($ in mm) $ $8 88 81 1 M Mi il ll li io on n o of f U Un ne en nc cu um mb be er re ed d ~ ~7 70 0% % W We ei ig gh ht te ed d A Av ve er ra ag ge e A Av va ai il la ab bl le e 3 3 e e L Lo oa an n A As ss se et ts s A Ad dv va an nc ce e R Ra at te e 1 10 0 1 11 1 2 2..8 8x x D De eb bt t t to o E Eq qu ui it ty y R Ra at ti io o 1 1..5 5x x F Fi ix xe ed d C Ch ha ar rg ge e C Co ov ve er ra ag ge e a,b,c Secured Debt Obligations Corporate Debt Maturities Debt Related to Real Estate Owned Senior Term $1,275 Notes Loan B (13%) $500 $775 (8%) (5%) Convertible Notes Preferred Stock $2,221 (24%) d Common Equity Book Value a) Weighted-average rates of applicable benchmark rates and credit spread adjustments plus spreads of USD: +2.35% / GBP: +1.99% / EUR: +1.54% / SEK: +1.50% b) Our secured credit facilities do not contain capital markets-based mark-to-market provisions. c) Consists of eight secured credit facility counterparties, one revolving credit facility and one private securitization d) Reflects book value per share (excluding General CECL Allowance and depreciation) of $15.72 multiplied by shares of common stock outstanding Private and Confidential 7 e) Based on maximum available advance rates across secured debt counterparties See footnotes on page 21
Loan Portfolio Overview W/A Unlevered All-in Yield Number of Loans Carrying Value 6,a on Loan Portfolio 55 $8.5 billion % 8.6 W/A Remaining Fully-Extended 12 12,b W/A Portfolio Risk Rating W/A Portfolio Loan-to-Value 12,15 Term 3.0 58% 2.8 Years 12 Collateral Diversification Origination Vintage Loan Position c 13 a) Excludes benefit of forward points on currency hedges related to loans denominated in currencies other than USD b) Weighted average loan-to-value (“LTV”) reflects the LTV at the time the loan was originated; excludes risk-rated 5 loans c) Other property types include: Parking Garages (3%), Caravan Parks (2%), and Urban Predevelopment (1%) Private and Confidential 8 d) Retail property types include: Outlet Center (5%), Retail Distribution Warehouse (5%), Urban Retail (3%), and Lifestyle Center (3%) See footnotes on page 21
Loan Portfolio Overview (cont’d) ($ in mm) United New Other a 8 Property Type Kingdom York City Europe Southeast Midwest West Northeast Other Total Hotel $177 / 2% $146 / 2% $609 / 7% $359 / 4% $63 / 1% $442 / 5% $8 / 0% $184 / 2% $1,988 / 23% Residential 217 / 3% 1,053 / 12% - 44 / 0% 84 / 3% 72 / 1% 56 / 0% 76 / 1% 1,602 / 19% Office 378 / 4% 422 / 5% 587 / 7% - 190 / 2% - - - 1,577 / 18% Retail 862 / 10% 250 / 3% - 15 / 0% 99 / 1% 86 / 1% - 37 / 0% 1,349 / 16% Healthcare 156 / 2% - - 12 / 0% 17 / 0% 5 / 0% 370 / 5% 16 / 0% 576 / 7% Mixed Use 430 / 5% 140 / 2% - - - - - - 570 / 7% Industrial - - 247 / 3% - - - - - 247 / 3% b Other 202 / 2% - - 135 / 2% 132 / 2% - 40 / 0% 84 / 1% 593 / 7% 8,14 Total $2,422 / 28% $2,011 / 24% $1,443 / 17% $565 / 7% $585 / 7% $605 / 7% $474 / 6% $397 / 4% $8,502 / 100% General CECL Reserve ($30) 8 Carrying value, net $8,472 Collateral Diversification Sweden Northeast 3% 6% United Midwest Kingdom New York 7% 28% City 24% West Germany 7% 5% Spain 4% Southeast Italy 7% 5% a) Other geographies include Southwest (3%), Mid-Atlantic (1%), and Other (<1%) b) Other property types include Parking Garages (3%), Caravan Parks (2%) and Urban Predevelopment (1%) Private and Confidential 9 Note: Map does not show locations where percentages are 2% or lower See footnotes on page 21
Office Loan Portfolio Overview a c Number of Loans Floating Rate Carrying Value 9 Loans 99% $1.4 Billion rd 12,b First Mortgage Loans with 3 Party Subordinate Debt W/A Loan-to-Value 99% 50% 3 Loans 12 12 Origination Vintage Fully Extended Maturities Location a) Excludes one loan which consists of office, industrial and retail property types b) Weighted average loan-to-value (“LTV”) reflects the LTV at the time the loan was originated Private and Confidential 10 c) Gross of General CECL Allowance See footnotes on page 21
Mitigating Foreign Exchange Risk ARI is well-positioned for fluctuating foreign exchange rates due to several risk mitigating steps we have taken to structure and fund our non-US loan portfolio and associated secured financing facilities Foreign Exchange Rate Change (Local/USD) % FX Change YoY GBP: (6%) EUR: (2%) SEK: (10%) Mitigating Foreign Exchange Risk Ø Secured debt arrangements are structured in local currency thereby reducing FX exposure to our net equity on foreign loans. As of March 31, 2023, the percentage of net equity to total foreign denominated carrying value was 28%, or $1.1 billion § 72% weighted average advance on total foreign loan portfolio a § 74% weighted average advance on foreign loans with secured debt financing Ø Net equity and net interest income of foreign loans are economically hedged through forward currency contracts § Forward point impact on forward currency contracts resulted in a $5.6 million realized gain in Q1 2023 Q1 Change in Unrealized Gain (Loss) on Net Equity ($ in mm) As of March 31, 2023 Q1 2023 Net ($ in mm) b c Currency Carrying Value Secured Debt Net Equity Unrealized Gain Offset by local currency GBP $2,414 ($1,735) $680 $14 denominated secured debt 72% EUR $1,191 ($857) $334 $3 arrangements SEK $246 ($199) $47 $0 Hedged with forward currency Total $3,852 ($2,791) $1,061 $18 28% contracts d d Change in unrealized gain (loss) on forward contracts ($13) a) Weighted average advance based on carrying value of first mortgage loans with secured debt financing b) Carrying value includes all commercial mortgage and subordinate loans denominated in foreign currencies with or without secured debt financing c) Represents change in unrealized gain on foreign loans of $65 million net of unrealized losses of ($47) million on respective foreign secured debt arrangements for the quarter ended March 31, 2023 Private and Confidential 11 d) Represents net change in unrealized gain (loss) on forward contracts for the quarter ended March 31, 2023, excluding gains (losses) on forward currency contracts economically hedging foreign currency interest See footnotes on page 21
Loan Maturities and Future Funding Profile 15,16,17 Fully-Extended Loan Maturities and Expected Future Fundings by Net Equity ($ in mm) a a 18,b Net Interest Income Sensitivity to Benchmark Rates Benchmark Rates Index Mar-31 Apr-25 SOFR 1M 4.80% 5.00% EURIBOR 3.04% 3.29% SONIA ON 4.18% 4.18% Note: Assumes future financing, in certain cases, against mortgages that are not currently financed. There is no assurance such future financing against mortgages that are not currently financed will occur a) Net of expected secured credit facility advances Private and Confidential 12 b) Reflects incremental increases in respective benchmark rates as of March 31, 2023 (USD LIBOR 1 month: 4.86%, SOFR 1 month: 4.80%, EURIBOR 3.04% and SONIA ON: 4.18% adjusted for compounding) See footnotes on page 21
Senior Loan Portfolio (1 of 3) ($ in mm) Origination Amortized Unfunded Construction 3rd Party Fully-extended 15 Hotel Date Cost Commitments Loan Subordinate Debt Maturity Location Various, Spain Loan 1 10/2019 $340 $27 Y 08/2024 Various, UK/Ireland Loan 2 11/2021 217 15 Y 11/2026 Napa Valley, CA Loan 3 05/2022 179 25 Y 06/2027 St. Thomas, USVI Loan 4 11/2021 162 3 12/2026 Loan 5 07/2021 160 19 08/2026 Various, US Manhattan, NY Loan 6 09/2015 146 - 06/2024 Honolulu, HI Loan 7 04/2018 142 - 04/2024 Puglia, Italy Loan 8 08/2019 130 - 08/2024 New Orleans, LA Loan 9 10/2021 100 - 11/2026 Rome, Italy Loan 10 06/2022 99 - 06/2025 Vail, CO Loan 11 11/2018 90 - 12/2023 Tucson, AZ Loan 12 12/2019 60 - 01/2025 Chicago, IL Loan 13 05/2019 52 - 06/2024 Loan 14 12/2015 42 - 08/2024 St. Thomas, USVI Pittsburgh, PA Loan 15 02/2018 27 - 11/2024 Subtotal - Hotel $1,946 $89 Office Manhattan, NY Loan 16 03/2022 $230 36 Y 04/2027 Berlin, Germany Loan 17 06/2019 207 9 08/2026 London, UK Loan 18 02/2020 200 - 02/2025 Long Island City, NY Loan 19 01/2020 192 58 Y 03/2028 London, UK Loan 20 02/2022 178 389 Y 02/2027 Loan 21 02/2022 159 - 06/2025 Milan, Italy Chicago, IL Loan 22 11/2022 99 - 01/2025 Chicago, IL Loan 23 03/2018 83 - Y 07/2023 Subtotal - Office $1,348 $492 Private and Confidential 13 See footnotes on page 21
Senior Loan Portfolio (2 of 3) ($ in mm) Origination Amortized Unfunded Construction 3rd Party Fully-extended 15 Location Retail Date Cost Commitments Loan Subordinate Debt Maturity Various, UK Loan 24 04/2022 $462 $37 04/2027 Various, UK Loan 25 10/2021 400 - 10/2026 Manhattan, NY Loan 26 08/2019 250 - Y 09/2025 Various, US Loan 27 05/2022 139 - 06/2027 19 Loan 28 11/2014 99 - 09/2023 Cincinnati, OH Subtotal - Retail $1,350 $37 Residential Manhattan, NY Loan 29 08/2022 $250 - 09/2024 Various, UK Loan 30 12/2021 217 16 12/2026 Various, US Loan 31 03/2023 172 - 03/2026 a Manhattan, NY Loan 32 12/2018 136 - Y 09/2023 Loan 33 05/2022 89 4 06/2027 Manhattan, NY Cleveland, OH Loan 34 05/2021 82 - Y 05/2026 Loan 35 12/2021 77 15 01/2027 Manhattan, NY Boston, MA Loan 36 12/2019 56 7 Y 11/2025 Hallandale Beach, FL Loan 37 12/2021 28 - Y 01/2026 Subtotal - Residential $1,107 $42 Mixed Use London, UK Loan 38 12/2019 $294 $97 Y Y 06/2025 Brooklyn, NY Loan 39 03/2022 140 36 Y 03/2027 London, UK Loan 40 06/2022 93 40 Y Y 06/2026 London, UK Loan 41 12/2019 43 - 09/2023 Subtotal - Mixed Use $570 $173 Private and Confidential 14 a) Loan matured in January 2023. Extension to September 2023 is approved and in the process of execution. See footnotes on page 21
Senior Loan Portfolio (3 of 3) ($ in mm) Origination Amortized Unfunded Construction 3rd Party Fully-extended 15 Location Healthcare Date Cost Commitments Loan Subordinate Debt Maturity Loan 42 03/2022 $369 - 03/2027 Various, MA Various, UK Loan 43 10/2019 156 - 10/2024 Subtotal - Healthcare $525 - Other Various, US Loan 44 - Parking Garages 05/2021 $270 $5 05/2026 Various, Sweden Loan 45 - Industrial 03/2021 247 - 05/2026 a Various, Germany Loan 46 - Portfolio 06/2021 221 22 06/2026 Various, UK Loan 47 - Caravan Parks 02/2021 203 - 02/2028 Loan 48 - Urban Predevelopment 12/2022 119 13 01/2026 Miami, FL 8 Subtotal - Other $1,060 $40 8,12 Subtotal/W.A. - First Mortgage $7,906 $873 2.9 Years Private and Confidential 15 a) Includes portfolio of office, industrial, and retail property types See footnotes on page 21
Subordinate Loan Portfolio ($ in mm) Origination Amortized Unfunded Construction 3rd Party Fully-extended 15 Location Residential Date Cost Commitments Loan Subordinate Debt Maturity 20 Manhattan, NY Loan 49 05/2020 $284 - Y 09/2024 20 Manhattan, NY Loan 50 06/2015 194 - Y 09/2024 19,20 Loan 51 11/2017 15 - 09/2024 Manhattan, NY Y Subtotal - Residential $493 - Other a Various, US Loan 52 - Healthcare 07/2019 $51 - Y 06/2024 Phoenix, AZ Loan 53 - Hotel 06/2015 24 - 07/2025 Las Vegas, NV Loan 54 - Hotel 06/2018 20 - 06/2023 Troy, MI Loan 55 - Office 08/2017 8 - 09/2024 Subtotal - Other $103 - 8,12 Total/W.A. - Subordinate $596 - 1.4 Years 8,12,14 Total/W.A. - Portfolio $8,502 $873 2.8 Years General CECL Reserve ($30) 8 Total Carrying value, net $8,472 Private and Confidential 16 a) In the form of a single-asset, single-borrower CMBS See footnotes on page 21
Appendix - Consolidated Balance Sheets - Consolidated Statement of Operations - Reconciliation of GAAP Net Income to Distributable Earnings Private and Confidential 17
Consolidated Balance Sheets (in thousands - except share data) March 31, 2023 December 31, 2022 Assets: Cash and cash equivalents $331,533 $222,030 a,c Commercial mortgage loans, net 7,879,205 8,121,109 b,c 592,863 560,881 Subordinate loans and other lending assets, net 539,300 302,688 Real estate owned, held for investment, net - 162,397 Assets related to real estate owned, held for sale 88,905 128,640 Derivative assets, net 76,423 70,607 Other assets Total Assets $9,508,229 $9,568,352 Liabilities and Stockholders' Equity Liabilities: $5,316,853 $5,296,825 Secured debt arrangements, net 762,706 763,813 Senior secured term loan, net 495,040 494,844 Senior secured notes, net 222,467 229,361 Convertible senior notes, net d Accounts payable, accrued expenses and other liabilities 193,457 227,360 160,611 160,294 Debt related to real estate owned, held for investment, net - 25,130 Participations sold Payable to related party 9,534 9,728 Liabilities related to real estate owned, held for sale - 6,493 $7,160,668 $7,213,848 Total Liabilities Stockholders’ Equity: $68 $68 Preferred stock, $0.01 par value, 50,000,000 shares authorized, Series B-1, 6,770,393 shares issued and outstanding ($169,260 liquidation preference) in 2023 and 2022 Common stock, $0.01 par value, 450,000,000 shares authorized, 141,266,039 and 140,595,995 shares issued and outstanding in 2023 and 2022, respectively 1,413 1,406 Additional paid-in-capital 2,714,555 2,716,907 Accumulated deficit (368,475) (363,877) $2,347,561 $2,354,504 Total Stockholders’ Equity Total Liabilities and Stockholders’ Equity $9,508,229 $9,568,352 a) Includes $7,426,992 and $7,482,658 pledged as collateral under secured debt arrangements in 2023 and 2022, respectively. b) Includes $194,323 and $191,608 pledged as collateral under secured debt arrangements in 2023 and 2022, respectively. c) Net of $163,767 and $159,724 CECL Allowances in 2023 and 2022, respectively, comprised of $133,500 and $133,500 Specific CECL Allowance and $30,267 and $26,224 General CECL Allowance, respectively. Private and Confidential 18 d) Includes $4,695 and $4,347 of General CECL Allowance related to unfunded commitments on commercial mortgage loans, subordinate loans and other lending assets, net in 2023 and 2022, respectively. See footnotes on page 21
Consolidated Statement of Operations (in thousands - except share and per share data) Three months Ended March 31, 2023 2022 Net interest income: Interest income from commercial mortgage loans $166,147 $84,424 Interest income from subordinate loans and other lending assets 9,707 15,835 Interest expense (104,868) (45,118) Net interest income $70,986 $55,141 Revenue from real estate owned operations 16,131 9,040 Total net revenue $87,117 $64,181 Operating expenses: General and administrative expenses (includes equity-based compensation of $4,358 and $4,698 in 2023 and 2022, respectively) ($7,015) (7,187) Management fees to related party (9,517) ) (9,354 Operating expenses related to real estate owned (14,006) ) (9,652 Depreciation and amortization on real estate owned ) (704 (3,986) Total operating expenses ($34,524) ) ($26,897 Other income $732 — Net realized loss on investments (4,624) — Realized gain on extinguishment of debt 213 — Increase in current expected credit loss allowance, net (4,390) ) (18,611 Foreign currency translation gain (loss) 18,634 ) (32,518 Gain (loss) on foreign currency forward contracts (includes unrealized gains (losses) of ($35,851) and $18,142 in 2023 and 2022, respectively) (14,135) 22,762 Gain (loss) on interest rate hedging instruments (includes unrealized gains (losses) of ($4,813) and $6,321 in 2023 and 2022, respectively) (107) 6,321 Net income $48,916 $15,238 Preferred dividends (3,068) ) (3,068 Net income available to common stockholders $45,848 $12,170 Net income per basic share of common stock $0.32 $0.08 Net income per diluted share of common stock $0.32 $0.08 Basic weighted-average shares of common stock outstanding 141,072,471 140,353,386 Diluted weighted-average shares of common stock outstanding 155,483,979 140,353,386 Dividend declared per share of common stock $0.35 $0.35 Private and Confidential 19 See footnotes on page 21
1 Reconciliation of GAAP Net Income to Distributable Earnings (in thousands - except share and per share data) Three Months Ended March 31, 1 Distributable Earnings : 2023 2022 Net income available to common stockholders: $45,848 $12,170 Adjustments: Equity-based compensation expense 4,358 4,698 Loss (gain) on foreign currency forwards 14,135 ) (22,762 Foreign currency (gain) loss, net (18,634) 32,518 ) Unrealized loss (gain) on interest rate cap 4,813 (6,321 Realized gains relating to interest income on foreign currency hedges, net 4,733 3,684 Realized gains relating to forward points on foreign currency hedges, net 5,602 6,229 Depreciation and amortization on real estate owned 3,986 704 Increase in current expected credit loss allowance, net 4,390 18,611 Realized gain on extinguishment of debt (213) - Net realized loss on investments 4,624 - Total adjustments $27,794 $37,361 1 $73,642 Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt $49,531 Net realized loss on investments (4,624) - Realized gain on extinguishment of debt 213 - 1 Distributable Earnings $69,231 $49,531 1 Weighted-average diluted shares – Distributable Earnings Weighted-average diluted shares – GAAP 155,483,979 140,353,386 Potential shares issued under conversion of the Convertible Notes (11,189,949) - Weighted-average unvested RSUs - 2,571,417 1 Weighted-average diluted shares – Distributable Earnings 144,294,030 142,924,803 1 Diluted Distributable Earnings per share prior to net realized loss on investments and realized gain on extinguishment of debt $0.51 $0.35 1 Diluted Distributable Earnings per share of common stock $0.48 $0.35 Private and Confidential 20 See footnotes on page 21
Footnotes 1. Distributable 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 (including depreciation and amortization on real estate owned) included in net income available to common stockholders, (iii) unrealized income from unconsolidated joint ventures, (iv) foreign currency gains (losses), other than (a) realized gains/(losses) related to interest income, and (b) forward point gains/(losses) realized on our foreign currency hedges, (v) the non-cash amortization expense related to the reclassification of a portion of our convertible senior notes to stockholders’ equity in accordance with GAAP, and (vi) provision for loan losses and impairments. Please see page 20 for a reconciliation of GAAP net income to Distributable Earnings. 2. Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt per share to dividend per share for the quarter ended March 31, 2023. We believe it is useful to our investors to present Distributable Earnings prior to net realized losses on investments and realized gain on extinguishment of debt to reflect our operating results because (i) our operating results are primarily comprised of earning interest income on our investments net of borrowing and administrative costs, which comprise our ongoing operations and (ii) it has been a useful factor related to our dividend per share because it is one of the considerations when a dividend is determined. We believe that our investors use Distributable Earnings and Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt, or a comparable supplemental performance measure, to evaluate and compare the performance of our company and our peers. 3. Represents loan assets with no asset-specific financing. Pursuant to our Term Loan B agreement, we are required to maintain a ratio of total unencumbered assets to total pari-passu indebtedness of at least 2.50:1. Unencumbered assets are comprised of unencumbered loan assets, cash, other assets and residual equity interests in entities where we hold assets financed under repurchase obligations. 4. Reflects closing share price on April 25, 2023. 5. Quarterly add-on fundings represent fundings committed prior to the quarter ended March 31, 2023. 6. Weighted Average Unlevered All-in Yield on the loan portfolio is based on the applicable benchmark rates as of period end on the floating rate loans and includes accrual of origination, extension, and exit fees. For non-US deals, yield excludes incremental forward points impact from currency hedging. 7. Other includes transfer to real estate owned, and changes in current expected credit loss allowance, and the accretion of loan costs and fees. 8. Amounts and percentages may not foot due to rounding. 9. Book value per share of common stock is common stockholders’ equity divided by shares of common stock outstanding. 10. Represents total debt, less cash and loan proceeds held by servicer divided by total stockholders' equity, adjusted to add back the General CECL Allowance in line with our covenants. 11. Fixed charge coverage is EBITDA divided by interest expense and preferred stock dividends. 12. Based on loan amortized cost. 13. Includes one subordinate risk retention interest in a securitization vehicle. 14. Gross of $30 million of General CECL Allowance. 15. Assumes exercise of all extension options. There is no assurance that all or any extension options will be exercised. 16. Future funding dates and amounts are based upon the Manager’s estimates, which are derived from the best information available to the Manager at the time. There is no assurance that the payments will occur in accordance with these estimates or at all, which could affect our operating results. 17. Excludes risk-rated 5 loans. 18. 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 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. There is no assurance that there will be no changes in our financial structure. The analysis incorporates movements in USD and GBP benchmark rates only. 19. Amortized cost for these loans is net of the recorded Specific CECL Allowances and impairments. 20. Loans are secured by the same property. Private and Confidential 21