# Apollo Commercial Real Estate Finance, Inc.: Form 10-Q for the period ended Sep 30, 2024 - Company: [Apollo Commercial Real Estate Finance, Inc.](/companies/ari.md) (CIK 1467760) - Form: 10-Q - Filed: 2024-10-30 - Accepted by EDGAR: Oct 30, 2024, 16:15 ET - Period: 2024-09-30 - Accession: 0000950170-24-119007 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/1467760/000095017024119007/ari-20240930.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1467760/000095017024119007/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2024-09-30. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 3 months, 2024-07-01 to 2024-09-30 | $71.6m | us-gaap:Revenues | | Revenue | 9 months, 2024-01-01 to 2024-09-30 | $233.2m | us-gaap:Revenues | | Income tax | 3 months, 2024-07-01 to 2024-09-30 | $66.0k | us-gaap:IncomeTaxExpenseBenefit | | Income tax | 9 months, 2024-01-01 to 2024-09-30 | $280.0k | us-gaap:IncomeTaxExpenseBenefit | | Net income | 3 months, 2024-07-01 to 2024-09-30 | −$91.5m | us-gaap:NetIncomeLoss | | Net income | 9 months, 2024-01-01 to 2024-09-30 | −$160.3m | us-gaap:NetIncomeLoss | | Diluted EPS | 3 months, 2024-07-01 to 2024-09-30 | −$0.69 | us-gaap:EarningsPerShareDiluted | | Diluted EPS | 9 months, 2024-01-01 to 2024-09-30 | −$1.23 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 3 months, 2024-07-01 to 2024-09-30 | −$0.69 | us-gaap:EarningsPerShareBasic | | Basic EPS | 9 months, 2024-01-01 to 2024-09-30 | −$1.23 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 3 months, 2024-07-01 to 2024-09-30 | 138,246,827 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Diluted shares (weighted) | 9 months, 2024-01-01 to 2024-09-30 | 140,177,962 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 9 months, 2024-01-01 to 2024-09-30 | $150.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Dividends paid | 9 months, 2024-01-01 to 2024-09-30 | $150.8m | us-gaap:PaymentsOfDividendsCommonStock | | Share repurchases | 9 months, 2024-01-01 to 2024-09-30 | $40.8m | us-gaap:PaymentsForRepurchaseOfCommonStock | | Cash and equivalents | at 2024-09-30 | $194.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Total assets | at 2024-09-30 | $9.10bn | us-gaap:Assets | | Total liabilities | at 2024-09-30 | $7.23bn | us-gaap:Liabilities | | Shareholders' equity | at 2024-09-30 | $1.87bn | us-gaap:StockholdersEquity | ## Management's discussion and analysis As filed, 76,849 characters. ### FORWARD-LOOKING INFORMATION We make forward-looking statements herein and will make forward-looking statements in future filings with the SEC, press releases or other written or oral communications within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may" or similar expressions, it intends to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: higher interest rates and inflation; market trends in our industry, real estate values, the debt securities markets or the general economy; the demand for commercial real estate loans; our business and investment strategy; our operating results; actions and initiatives of the U.S. government and governments outside of the United States, changes to government policies and the execution and impact of these actions, initiatives and policies; the state of the economy generally or in specific geographic regions; economic trends and economic recoveries; our ability to obtain and maintain financing arrangements, including secured debt arrangements and securitizations; the timing and amount of expected future fundings of unfunded commitments; the availability of debt financing from traditional lenders; the volume of short-term loan extensions; the demand for new capital to replace maturing loans; expected leverage; general volatility of the securities markets in which we participate; changes in the value of our assets; the scope of our target assets; interest rate mismatches between our target assets and any borrowings used to fund such assets; changes in interest rates and the market value of our target assets; changes in prepayment rates on our target assets; effects of hedging instruments on our target assets; rates of default or decreased recovery rates on our target assets; the degree to which hedging strategies may or may not protect us from interest rate volatility; impact of and changes in governmental regulations, tax law and rates, accounting, legal or regulatory issues or guidance and similar matters; our continued maintenance of our qualification as a REIT for U.S. federal income tax purposes; our continued exclusion from registration under the Investment Company Act of 1940, as amended (the "1940 Act"); the availability of opportunities to acquire commercial mortgage-related, real estate-related and other securities; the availability of qualified personnel; estimates relating to our ability to make distributions to our stockholders in the future; our present and potential future competition; 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" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our most recent Annual Report on Form 10-K. These and other risks, uncertainties and factors, including those described in the annual, quarterly and current reports that we file with the SEC, could cause our actual results to differ materially from those included in any forward-looking statements we make. All forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ### Overview We are a Maryland corporation and have elected to be taxed as a REIT for U.S. federal income tax purposes. We primarily originate, acquire, invest in and manage performing commercial first mortgage loans, subordinate financings, and other commercial real estate-related debt investments. These asset classes are referred to as our target assets. We are externally managed and advised by the Manager, an indirect subsidiary of Apollo, a global, high-growth alternative asset manager with assets under management of approximately $696.3 billion as of June 30, 2024. The Manager is led by an experienced team of senior real estate professionals who have significant expertise in underwriting and structuring commercial real estate financing transactions. We benefit from Apollo's global infrastructure and operating platform, through which we are able to source, evaluate and manage potential investments in our target assets. In March 2024, the SEC adopted amendments to its rules under the Securities Act and the Exchange Act that require disclosure of certain climate-related information in registration statements and annual reports, when material. In April 2024, the SEC chose to stay its newly adopted climate disclosure rules, pending the completion of judicial review. We are currently evaluating the impact of the new rule, if the stay is lifted, on our disclosures. ### Current Market Conditions Certain external events such as public health issues, natural disasters, political and economic instability abroad, concerns regarding the stability of the sovereign debt of certain European countries, and other geopolitical issues, including the ongoing conflicts between Israel and Hamas, as well as further escalation of tensions between Israel and various countries in the Middle East and North Africa, and among Russia, Belarus and Ukraine, and the severe economic sanctions and export controls imposed by the U.S. and other governments against Russia, Belarus and Russian or Belarusian interests, have adversely impacted the global economy and have contributed to significant volatility in financial markets. Due to various uncertainties caused by such external events and recent macroeconomic trends, including inflation and higher interest rates, further business risks could arise. Some of the factors that impacted us to date and may continue to affect us are outlined in Item 1A. "Risk Factors" in our most recent Annual Report on Form 10-K. ### Results of Operations ### Net Income (Loss) Available to Common Stockholders For the three months ended September 30, 2024 and 2023, our net income (loss) available to common stockholders was ($94.6) million, or $(0.69) per diluted share of common stock, and $43.0 million, or $0.30 per diluted share of common stock, respectively. For the nine months ended September 30, 2024 and 2023, our net income (loss) available to common stockholders was ($169.5) million, or ($1.23) per diluted share of common stock, and $2.4 million, or $0.00 per diluted share of common stock, respectively. ### Operating Results The following table sets forth information regarding our condensed consolidated results of operations and certain key operating metrics compared to the most recently reported period ($ in thousands): | Net interest income: | Three Months Ended September 30, 2024 | June 30, 2024 | Change | | --- | ---: | ---: | ---: | | Interest income from commercial mortgage loans | $179,921 | $179,388 | $533 | | Interest income from subordinate loans and other lending assets | 1,210 | 842 | 368 | | Interest expense | (134,088) | (128,472) | (5,616) | | Net interest income | 47,043 | 51,758 | (4,715) | | Operations related to real estate owned: | | | | | Revenue from real estate owned operations | 24,530 | 29,350 | (4,820) | | Operating expenses related to real estate owned | (19,879) | (21,767) | 1,888 | | Depreciation and amortization on real estate owned | (2,342) | (2,287) | (55) | | Net income related to real estate owned | 2,309 | 5,296 | (2,987) | | Operating expenses: | | | | | General and administrative expenses | (7,547) | (7,488) | (59) | | Management fees to related party | (8,801) | (9,173) | 372 | | Total operating expenses | (16,348) | (16,661) | 313 | | Other income, net | 1,573 | 641 | 932 | | (Reversal of) valuation allowance, commercial mortgage loan held for sale | — | 679 | (679) | | Net realized loss on investment | (127,512) | (679) | (126,833) | | Increase in Specific CECL Allowance | — | (7,500) | 7,500 | | Decrease (increase) in General CECL Allowance, net | 899 | (2,758) | 3,657 | | Gain (loss) on foreign currency forward contracts | (59,535) | 6,377 | (65,912) | | Foreign currency translation gain (loss) | 60,102 | (1,362) | 61,464 | | Gain (loss) on interest rate hedging instruments | (14) | 94 | (108) | | Net income (loss) before taxes | $(91,483) | $35,885 | $(127,368) | | Income tax provision | (66) | (100) | 34 | | Net income (loss) | $(91,549) | $35,785 | $(127,334) | ### Net Interest Income Net interest income decreased by $4.7 million during the three months ended September 30, 2024 compared to the three months ended June 30, 2024. The decrease was primarily due to placing our Massachusetts Healthcare Loan on non-accrual status as of July 1, 2024. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail. ### Operations Related to Real Estate Owned For the three months ended September 30, 2024, we recorded net income related to real estate owned of $2.3 million, compared to net income of $5.3 million for the three months ended June 30, 2024. The decrease in net income was primarily due to the seasonality of the D.C. Hotel's operations which led to $3.2 million lower net income from operations, prior to depreciation, during the three months ended September 30, 2024 as compared to the three months ended June 30, 2024. Refer to "Note 5 – Real Estate Owned" for full discussion of the reclassification and operations related to real estate owned. ### Operating Expenses General and administrative expenses and management fees to related party remained generally the same for the three months ended September 30, 2024 compared to the three months ended June 30, 2024. ### Other income, net Other income, net increased by $0.9 million during the three months ended September 30, 2024 compared to the three months ended June 30, 2024. This increase was due to an increase in bank interest earned on our cash balances, money market funds, and cash reserves held by our loan servicer. ### Reversal of valuation allowance, commercial mortgage loan held for sale and Net realized loss on investment During the three months ended June 30, 2024, we sold one of our commercial mortgage loans collateralized by a hotel property in Honolulu, HI. The loan was classified as held for sale during the three months ended March 31, 2024 and a $0.7 million valuation allowance was recorded to carry the loan at its fair value in the first quarter of 2024. At the time of sale, we reversed the full valuation allowance and recorded a $0.7 million realized loss within realized loss on investments on our condensed consolidated statement of operations. ### Net realized loss on investment During the three months ended September 30, 2024, we recognized a $127.5 million realized loss on the extinguishment of the Massachusetts Healthcare Loan. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for full discussion. ### Increase in Specific CECL Allowance, net During the three months ended September 30, 2024, there was no net change to our Specific CECL Allowance. We recorded an increase and subsequent write-off of $127.5 million of our Specific CECL Allowance related to the Massachusetts Healthcare Loan. The $127.5 million write-off was recorded as a realized loss within net realized loss on investments on our September 30, 2024 condensed consolidated statement of operations. Comparatively, during the three months ended June 30, 2024, we recorded a $7.5 million Specific CECL Allowance on a subordinate loan secured by our interest in a Class A office building in Troy, MI. This allowance was attributable to low occupancy and limited leasing activity in the property's submarket. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional information related to our Specific CECL Allowance and further detail on the mezzanine loan. ### Decrease in General CECL Allowance, net Our General CECL Allowance decreased by $0.9 million during the three months ended September 30, 2024, primarily driven by the favorable impacts of portfolio seasoning, earlier than expected loan repayments, and transfer of the Massachusetts Healthcare Loan to the loans evaluated for Specific CECL Allowances. The decrease was partially offset by the effects of loan originations and a more adverse macroeconomic outlook on our office portfolio. Comparatively, our General CECL Allowance increased by $2.8 million during the three months ended June 30, 2024, which was primarily driven by new loan originations as well as a more adverse outlook on our office portfolio. The increase was partially offset by the favorable impacts of portfolio seasoning. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional information related in our General CECL Allowance. ### Foreign currency translation gain and loss on derivative instruments We use forward currency contracts to economically hedge net interest and principal repayments under our loans denominated in currencies other than USD. Foreign currency gains and losses on derivative instruments are evaluated on a combined basis and the net impact for the three months ended September 30, 2024 and the three months ended June 30, 2024 were net gains of $0.6 million and $5.0 million, respectively. The change in net gain for the three months ended September 30, 2024 compared to the three months ended June 30, 2024 was predominantly due to higher forward point estimates and losses on forward currency contracts related to our net interest hedges for the three months ended September 30, 2024 compared to the three months ended June 30, 2024. During the three months ended September 30, 2024, Fx rates increased in relation to USD while Fx rates slightly decreased in relation to USD during the three months ended June 30, 2024. The increase in Fx rates resulted in a loss on our foreign currency forward contracts and a gain related to foreign currency translation. Gains and losses on our forward currency contracts are derived from changes in market spot rates, forward point estimates, and discount factors. Gains and losses related to foreign currency translation are derived only from changes in market spot rates. Forward currency contract gains and losses derived from market spot rates offset the gains and losses related to foreign currency translation except for the gains and losses from forward currency contracts related to our net interest hedges which have no offset in foreign currency translation. A net gain or loss arises each period due to the change in forward point estimates and discount factors as well as gains and losses from forward currency contracts related to our net interest hedges. ### Gain (loss) on interest rate hedges During the three months ended September 30, 2024, we recorded a net loss of $14.0 thousand on our interest rate caps compared to a net gain of $0.1 million recorded during the three months ended June 30, 2024. The net loss was primarily driven by unrealized losses attributable to a decline in fair value of our construction financing interest rate cap as it approached its October 1, 2024 original maturity. These unrealized losses were partially offset by realized gains, attributable to SOFR exceeding the interest rate cap's strike rate. ### Income tax provision Income tax provision remained generally the same for the three months ended September 30, 2024 compared to the three months ended June 30, 2024. Refer to "Note 5 – Real Estate Owned" for additional detail. The following table sets forth information regarding our condensed consolidated results of operations and certain key operating metrics for the nine months ended September 30, 2024 and 2023 ($ in thousands): | Net interest income: | Nine Months Ended September 30, 2024 | September 30, 2023 | Change | | --- | ---: | ---: | ---: | | Interest income from commercial mortgage loans | $543,025 | $520,712 | $22,313 | | Interest income from subordinate loans and other lending assets | 2,901 | 16,416 | (13,515) | | Interest expense | (390,447) | (342,963) | (47,484) | | Net interest income | 155,479 | 194,165 | (38,686) | | Operations related to real estate owned: | | | | | Revenue from real estate owned operations | 77,737 | 66,273 | 11,464 | | Operating expenses related to real estate owned | (61,539) | (52,917) | (8,622) | | Depreciation and amortization on real estate owned | (9,285) | (7,208) | (2,077) | | Net income related to real estate owned | 6,913 | 6,148 | 765 | | Operating expenses: | | | | | General and administrative expenses | (22,408) | (22,150) | (258) | | Management fees to related party | (27,395) | (28,425) | 1,030 | | Total operating expenses | (49,803) | (50,575) | 772 | | Other income, net | 2,784 | 4,537 | (1,753) | | Net realized loss on investments | (128,191) | (86,604) | (41,587) | | Realized gain on extinguishment of debt | — | 495 | (495) | | Increase in Specific CECL Allowance | (149,500) | (59,500) | (90,000) | | Increase in General CECL Allowance, net | (7,543) | (705) | (6,838) | | Gain (loss) on foreign currency forward contracts | (29,760) | 8,239 | (37,999) | | Foreign currency translation gain (loss) | 39,177 | (3,974) | 43,151 | | Gain (loss) on interest rate hedging instruments | 436 | (122) | 558 | | Net income (loss) before taxes | $(160,008) | $12,104 | $(172,112) | | Income tax provision | (280) | (517) | 237 | | Net income (loss) | $(160,288) | $11,587 | $(171,875) | ### Net Interest Income Net interest income decreased by $38.7 million during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease in net interest income was primarily driven by a decrease in interest income from placing a first mortgage loan and subordinate loan collateralized by the same ultra-luxury residential-for-sale property in Manhattan on non-accrual status as of May 1, 2023 and placing the Massachusetts Healthcare Loan on non-accrual status as of July 1, 2024. Additionally, we modified two of our loans to convert from floating rate loans to fixed rate loans, which resulted in a decrease in net interest income earned during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail. ### Operations Related to Real Estate Owned Net income related to real estate owned increased by $0.8 million during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was a result of greater net income attributable to the D.C. Hotel during the nine months ended September 30, 2024 primarily due to catch-up depreciation recorded upon reclassification of the asset from held-for-sale to held-for-investment as of March 31, 2023. Additionally, the increase in net income related to real estate owned is a result of taking title to the Atlanta Hotel on March 31, 2023. Given the timing of title acquisition, there was no net income associated with the Atlanta Hotel during the first quarter of 2023. Refer to "Note 5 – Real Estate Owned" for full discussion of operations related to real estate owned. ### Operating Expenses General and administrative expenses remained generally the same for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Management fees expense decreased by $1.0 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily due to a decrease in stockholders' equity (as defined in the Management Agreement) as a result of increased Specific CECL Allowance and realized losses on investments recorded during the nine months ended September 30, 2024. ### Other income, net Other income, net decreased by $1.8 million during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This decrease was due to a decrease in bank interest earned on our cash balances and money market funds, as we deployed capital into loan originations and stock repurchases during 2024. ### Net realized loss on investments During the nine months ended September 30, 2024, we recorded a $128.2 million net realized loss on investments, consisting of i) a $0.7 million realized loss related to the sale of a commercial mortgage loan collateralized by a hotel property located in Honolulu, HI, which was previously classified as held for sale and was sold at a price of 99.5% and ii) a $127.5 million realized loss related to the extinguishment of the Massachusetts Healthcare Loan. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail. Comparatively, during the nine months ended September 30, 2023, we recorded a net realized loss on investments of $86.6 million, consisting of i) a $4.8 million realized loss related to the acquisition of the Atlanta Hotel through a deed-in-lieu of foreclosure and ii) a $82.0 million realized loss on investments representing a write-off of previously recorded Specific CECL Allowance on one of our subordinate loans secured by an ultra-luxury residential property in Manhattan, NY. These losses were partially offset by a $0.2 million gain on investments recorded in connection with the sale of our entire interest in three commercial loans secured by properties in Europe and a partial interest in one commercial loan secured by property located in London, UK. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" and "Note 5 – Real Estate Owned" for additional detail. ### Gain on Extinguishment of Debt During the nine months ended September 30, 2023, we repurchased $53.9 million aggregate principal amount of the 2023 Notes. As a result of this transaction, we recognized a $0.5 million gain on extinguishment of debt. We repaid the remaining principal of the 2023 Notes in full during the fourth quarter of 2023. ### Increase in Specific CECL Allowance, net During the nine months ended September 30, 2024, we recorded a net increase in our Specific CECL Allowance of $149.5 million, related to two of our subordinate loans. During the three months ended March 31, 2024, we recorded a $142.0 million Specific CECL Allowance related to a mezzanine loan secured by an ultra-luxury residential property in Manhattan, NY, primarily attributable to a reduction in list pricing of remaining units and slower sales pace at the property. During the three months ended June 30, 2024, we recorded a Specific CECL Allowance of $7.5 million on a subordinate loan secured by our interest in a Class A office building in Troy, MI, attributable to low occupancy and limited leasing activity in the property's submarket. Additionally, we recorded an increase and subsequent write-off of $127.5 million of our Specific CECL Allowance related to the Massachusetts Healthcare Loan. The $127.5 million write-off was recorded as a realized loss within net realized loss on investments in our September 30, 2024 condensed consolidated statement of operations. During the nine months ended September 30, 2023, we recorded a net increase to our Specific CECL Allowance of $59.5 million. We recorded a $141.5 million Specific CECL Allowance related to two mezzanine loans secured by the same ultra-luxury residential property in Manhattan, NY. As of June 30, 2023, $82.0 million related to the most junior mezzanine loan was deemed unrecoverable. Accordingly, $82.0 million of previously recorded Specific CECL was written-off and recorded as a realized loss within net realized loss on investments in our June 30, 2023 condensed consolidated statement of operations. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail. ### Increase in General CECL Allowance, net For the nine months ended September 30, 2024, we recorded a net increase in our General CECL Allowance of $7.5 million. The increase was primarily driven by new loan originations as well as a more adverse macroeconomic outlook on our office portfolio. The increase was partially offset by the favorable impacts of portfolio seasoning. During the nine months ended September 30, 2023, we recorded a net increase in our General CECL Allowance of $0.7 million primarily driven by a more adverse macroeconomic outlook, which was partially offset by the effects of portfolio seasoning and loan repayment activity outpacing origination activity. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail. ### Foreign currency translation gain and loss on derivative instruments Foreign currency gains and losses on derivative instruments are evaluated on a combined basis and the net impact for the nine months ended September 30, 2024 and nine months ended September 30, 2023 was a net gain of $9.4 million and $4.3 million, respectively. During the nine months ended September 30, 2024, the GBP and EUR rates rose in relation to USD while the GBP rate rose and the EUR rate fell during the nine months ended September 30, 2023. The increase in Fx rates during the nine months ended September 30, 2024 resulted in a loss on our foreign currency forward contracts and a gain related to foreign currency translation. The slight overall decrease in Fx rates during the nine months ended September 30, 2023 resulted in a gain on our foreign currency forward contracts and a loss related to foreign currency translation. The net gain both for the nine months ended September 30, 2024 and the nine months ended September 30, 2023 was due to lower forward point estimates. ### Gain (loss) on interest rate hedges During the nine months ended September 30, 2024, we recorded a net gain of $0.4 million on our interest rate hedges or caps. The net gain was primarily driven by a $1.6 million realized gain recorded in relation to our construction financing interest rate cap, which we purchased in September 2023. The realized gain is attributable to SOFR exceeding the interest rate cap's strike rate. Additionally, we recorded a partially offsetting unrealized loss of $1.2 million, driven by a decrease in the interest rate cap's fair value, as it approaches its maturity. During the nine months ended September 30, 2023, we recorded a net loss of $0.1 million on our interest rate cap related to our 2026 Term Loan. Though we recorded a realized gain of $9.1 million driven by an increase in the applicable index rate above the interest rate cap strike rate, this gain was offset by unrealized losses of $9.2 million, resulting from a decrease in the interest rate cap's fair value as it reached its June 2023 maturity. Refer to "Note 11 – Derivatives" for full discussion of interest rate caps. ### Income tax provision During the nine months ended September 30, 2024, we recorded an income tax provision of $0.3 million. Comparatively, we recorded an income tax provision of $0.5 million for the nine months ended September 30, 2023. The income tax provisions recorded during the nine months ended September 30, 2024 and 2023 reflect our expectations of aggregate projected taxable income of one of our TRS entities for the taxable years ending December 31, 2024 and 2023, respectively. ### Subsequent Events Refer to "Note 21 – Subsequent Events" to the accompanying condensed consolidated financial statements for disclosure regarding significant transactions that occurred subsequent to September 30, 2024. ### Non-GAAP Financial Measures ### Distributable Earnings Distributable Earnings is defined as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items (including depreciation and amortization related to real estate owned) included in net income available to common stockholders, (iii) unrealized income from unconsolidated joint ventures, (iv) foreign currency gains (losses), other than (a) realized gains/(losses) related to interest income, and (b) forward point gains/(losses) realized on our foreign currency hedges, and (v) provision for loan losses. Distributable Earnings may also be adjusted to exclude certain other non-cash items, as determined by the Manager and approved by a majority of our independent directors. For the three and nine months ended September 30, 2024, our Distributable Earnings were ($83.2) million, or $(0.59) per share, and $16.6 million, or $0.12 per share, respectively, as compared to $52.7 million, or $0.37 per share, and $106.0 million, or $0.73 per share, respectively, for the same period in the prior year. The weighted-average diluted shares outstanding used for Distributable Earnings per weighted-average diluted share has been adjusted from weighted-average diluted shares under GAAP to exclude shares issued from a potential conversion of the Convertible Notes for 2023. The Convertible Notes were fully repaid during the fourth quarter 2023, and as such, no adjustment is applied in 2024. Consistent with the treatment of other unrealized adjustments to Distributable Earnings, these potentially issuable shares are excluded until a conversion occurs, which we believe is a useful presentation for investors. We believe that excluding shares issued in connection with a potential conversion of the Convertible Notes from our computation of Distributable Earnings per weighted-average diluted share is useful to investors for various reasons, including the following: (i) conversion of Convertible Notes to shares requires both the holder of a note to elect to convert the Convertible Note and for us to elect to settle the conversion in the form of shares; (ii) future conversion decisions by note holders will be based on our stock price in the future, which is presently not determinable; (iii) the exclusion of shares issued in connection with a potential conversion of the Convertible Notes from the computation of Distributable Earnings per weighted-average diluted share is consistent with how we treat other unrealized items in our computation of Distributable Earnings per weighted-average diluted share; and (iv) we believe that when evaluating our operating performance, investors and potential investors consider our Distributable Earnings relative to our actual distributions, which are based on shares outstanding and not shares that might be issued in the future. The table below summarizes the reconciliation from weighted-average diluted shares under GAAP to the weighted-average diluted shares used for Distributable Earnings: | Weighted-Averages | Three Months Ended September 30, 2024 Shares | 2023 Shares | Nine Months Ended September 30, 2024 Shares | 2023 Shares | | --- | ---: | ---: | ---: | ---: | | Diluted shares - GAAP | 138,246,827 | 141,350,428 | 140,177,962 | 141,255,730 | | Potential shares issued under conversion of the Convertible Notes | — | — | — | — | | Unvested RSUs, net(1) | 2,485,258 | 2,832,265 | 2,650,308 | 2,966,277 | | Diluted shares - Distributable Earnings | 140,732,086 | 144,182,693 | 142,828,270 | 144,222,007 | (1) Unvested RSUs are net of incremental shares assumed repurchased under the treasury stock method, if dilutive. There were no incremental shares included in the three and nine months ended September 30, 2024. For 2023, the weighted-average diluted shares for GAAP were determined using the if-converted method. As a REIT, U.S. federal income tax law generally requires us to distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons stockholders invest in a REIT, we generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Distributable Earnings is a key factor considered by the board of directors in setting the dividend and as such we believe Distributable Earnings is useful to investors. We believe it is useful to our investors to present Distributable Earnings prior to net realized loss on investments and 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. ### 2024 Realized Losses During the three months and nine months ended September 30, 2024, we recorded a realized loss on investments of $127.5 million and $128.2 million, respectively. We recorded a $127.5 million realized loss on the extinguishment of our Massachusetts Healthcare Loan during the three months ended September 30, 2024. Additionally, in April 2024, we sold a commercial mortgage loan collateralized by a hotel property in Honolulu, HI, at a price of 99.5%, resulting in a realized loss of $0.7 million. These losses comprised the total realized loss on investments of $128.2 million for the nine months ended September 30, 2024. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail. ### 2023 Realized Losses & Gain on Extinguishment of Debt During nine months ended September 30, 2023, we recorded a net realized loss on investments of $86.6 million consisting of i) $4.8 million realized loss related to the acquisition of a hotel property through a deed-in-lieu of foreclosure, ii) $82.0 million realized loss on investments representing a write-off of previously recorded Specific CECL Allowance on one of our subordinate loans secured by an ultra-luxury residential property in Manhattan, NY, iii) which was partially offset by a $0.2 million net realized gain on loan sales. No realized loss on investments was recorded during the three months ended September 30, 2023. Refer to "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for additional detail. During the three months and nine months ended September 30, 2023, we recorded realized gains on extinguishment of debt of $30.0 thousand and $0.5 million, respectively in connection with partial repurchases of our 2023 Notes. See "Note 10 – Convertible Senior Notes, Net" for full discussion of these transactions. A significant limitation associated with Distributable Earnings as a measure of our financial performance over any period is that it excludes unrealized gains (losses) from investments. In addition, our presentation of Distributable Earnings may not be comparable to similarly-titled measures of other companies, that use different calculations. As a result, Distributable Earnings should not be considered as a substitute for our GAAP net income as a measure of our financial performance or any measure of our liquidity under GAAP. Distributable Earnings are reduced for realized losses on loans which include losses that management believes are near certain to be realized. The table below summarizes the reconciliation from net income available to common stockholders to Distributable Earnings and Distributable Earnings prior to net realized loss on investments and realized gain on extinguishment of debt ($ in thousands): | | Three Months Ended September 30, 2024 | 2023 | Nine Months Ended September 30, 2024 | 2023 | | --- | ---: | ---: | ---: | ---: | | Net income (loss) available to common stockholders | $(94,617) | $43,003 | $(169,492) | $2,383 | | Adjustments: | | | | | | Equity-based compensation expense | 4,165 | 4,356 | 12,510 | 13,091 | | Loss (gain) on foreign currency forwards | 59,535 | (39,490) | 29,760 | (8,239) | | Foreign currency loss (gain), net | (60,102) | 44,165 | (39,177) | 3,974 | | Unrealized loss on interest rate cap | 562 | 70 | 1,213 | 9,211 | | Realized gains relating to interest income on foreign currency hedges, net | 195 | 2,594 | 2,604 | 9,668 | | Realized gains relating to forward points on foreign currency hedges, net | 5,587 | 2,784 | 12,823 | 8,461 | | Depreciation and amortization on real estate owned | 2,342 | 1,020 | 9,285 | 7,208 | | Increase (decrease) in current expected credit loss allowance, net | (899) | (5,833) | 157,043 | 60,205 | | Gain on extinguishment of debt | — | (30) | — | (495) | | Net realized loss on investments | 127,512 | — | 128,191 | 86,604 | | Total adjustments: | 138,897 | 9,636 | 314,252 | 189,688 | | Distributable Earnings prior to net realized loss on investments and gain on extinguishment of debt | $44,280 | $52,639 | $144,760 | $192,071 | | Net realized loss on investments | $(127,512) | $— | $(128,191) | $(86,604) | | Gain on extinguishment of debt | — | 30 | — | 495 | | Distributable Earnings | $(83,232) | $52,669 | $16,569 | $105,962 | | Diluted Distributable Earnings per share prior to net realized loss on investments and gain on extinguishment of debt | $0.31 | $0.37 | $1.01 | $1.33 | | Diluted Distributable Earnings per share of common stock | $(0.59) | $0.37 | $0.12 | $0.73 | | Weighted-average diluted shares - Distributable Earnings | 140,732,086 | 144,182,693 | 142,828,270 | 144,222,007 | ### Book Value Per Share The following table calculates our book value per share ($ in thousands, except per share data): | | September 30, 2024 | December 31, 2023 | | --- | ---: | ---: | | Stockholders' Equity | $1,868,388 | $2,208,733 | | Series B-1 Preferred Stock (Liquidation Preference) | (169,260) | (169,260) | | Common Stockholders' Equity | $1,699,128 | $2,039,473 | | Common Stock | 138,169,164 | 141,358,605 | | Book value per share | $12.30 | $14.43 | 50 The following table shows the changes in our book value per share: | | Book value per share | | --- | ---: | | Book value per share at December 31, 2023 | $14.43 | | General CECL Allowance and accumulated depreciation | 0.30 | | Book value per share at December 31, 2023 prior to General CECL Allowance and accumulated depreciation | $14.73 | | Diluted Distributable Earnings per share prior to net realized loss on investments | 1.01 | | Impact of share repurchases | 0.12 | | Net increase in Specific CECL Allowance | (1.06) | | Common dividends declared | (0.95) | | Vesting and delivery of RSUs | (0.14) | | Net loss on currency and interest rate hedges(1) | (0.05) | | Realized loss on investments | (0.93) | | Book value per share at September 30, 2024 prior to General CECL Allowance and accumulated depreciation | $12.73 | | General CECL Allowance and accumulated depreciation | (0.43) | | Book value per share at September 30, 2024 | $12.30 | (1) Includes net unrealized loss on forward currency contracts and interest hedges, and realized loss on forward currency contracts related to principal outside impact of forward points. We believe that presenting book value per share with sub-totals prior to the CECL Allowances and depreciation and amortization is useful for investors for various reasons, including, among other things, analyzing our compliance with financial covenants related to tangible net worth and debt-to-equity under our secured debt arrangements and senior secured term loan, which permit us to add the General CECL Allowance to our GAAP stockholders' equity. Given that our lenders consider book value per share prior to the General CECL Allowance as an important metric related to our debt covenants, we believe disclosing book value per share prior to the General CECL Allowance is important to investors such that they have the same visibility. We further believe that presenting book value before depreciation and amortization is useful to investors since it is a non-cash expense included in net income and is not representative of our core business and ongoing operations. ### Investment Guidelines Our current investment guidelines, approved by our board of directors, are comprised of the following: - no investment will be made that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes; - no investment will be made that would cause us to register as an investment company under the 1940 Act; - investments will be predominantly in our target assets; - no more than 20% of our net equity (on a consolidated basis) will be invested in any single investment at the time of the investment; in determining compliance with the investment guidelines, the amount of the investment is the net equity in the investment (gross investment less amount of third-party financing) plus the amount of any recourse on the financing secured by the investment; and - until appropriate investments can be identified, the Manager may invest the proceeds of any offering in interest bearing, short-term investments, including money market accounts and/or funds, that are consistent with our intention to qualify as a REIT. The board of directors must approve any change in or waiver to these investment guidelines. ### Investment Activity During the nine months ended September 30, 2024, we committed $1.1 billion of capital to new loans ($955.3 million was funded at closing), and provided $530.7 million of add-on fundings, including $212.9 million to a first mortgage loan secured by a portfolio of pubs across the United Kingdom, that was originated in December 2023. During the nine months ended September 30, 2024, we received $1.7 billion in loan repayments and sales. ### Loan Portfolio Overview ### Loan Portfolio Details The following table sets forth certain information regarding our loan portfolio as of September 30, 2024 ($ in thousands): | Description | Carrying Value | Weighted-Average Coupon (1) | Weighted-Average All-in Yield (1)(2) | Secured Debt Arrangements (3) | Cost of Funds(4) | Equity at cost(5) | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | Commercial mortgage loans, net | $7,456,389 | 8.4% | 9.1% | $5,524,825 | 7.1% | $1,931,564 | | Subordinate loans, net | 374,222 | 0.0% | 0.0% | — | — | 374,222 | | Total/Weighted-Average | $7,830,611 | 8.0% | 8.5% | $5,524,825 | 7.1% | $2,305,786 | (1) Weighted-Average Coupon and Weighted-Average All-in Yield are based on the applicable benchmark rates as of September 30, 2024 on the floating rate loans. (2) Weighted-Average All-in Yield includes the amortization of deferred origination fees, loan origination costs and accrual of both extension and exit fees. Weighted-Average All-in Yield excludes the benefit of forward points on currency hedges relating to loans denominated in currencies other than USD. (3) Gross of deferred financing costs of $10.9 million. (4) Cost of funds includes weighted-average spread and applicable benchmark rates as of September 30, 2024 on secured debt arrangements. (5) Represents loan portfolio at carrying value less secured debt outstanding. The following table provides loan-by-loan details of our commercial mortgage loan portfolio and subordinate loan portfolio as of September 30, 2024 ($ in millions): *Commercial Mortgage Loan Portfolio* | # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment | Construction Loan | 3rd Party Subordinate Debt | Fully-extended Maturity | Location | | ---: | --- | ---: | --- | ---: | ---: | --- | --- | --- | --- | | 1 | Office | 2 | 02/2022 | $461 | $209 | Y | | 02/2027 | London, UK | | 2 | Office | 3 | 03/2022 | 249 | 17 | | Y | 04/2027 | Manhattan, NY | | 3 | Office | 3 | 01/2020 | 223 | 28 | | Y | 03/2028 | Long Island City, NY | | 4 | Office | 4 | 06/2019 | 222 | — | | | 08/2026 | Berlin, Germany | | 5 | Office | 3 | 02/2020 | 184 | 5 | | | 02/2025 | London, UK | | 6 | Office | 3 | 02/2022 | 165 | — | | | 06/2025 | Milan, Italy | | 7 | Office | 3 | 11/2022 | 100 | — | | | 01/2025 | Chicago, IL | | 8 | Office | 4 | 03/2018 | 76 | — | | Y | 01/2026 | Chicago, IL | | 9 | Hotel | 3 | 12/2023 | 275 | — | | | 12/2028 | Various, Europe | | 10 | Hotel | 3 | 10/2019 | 265 | 18 | | | 08/2027 | Various, Spain | | 11 | Hotel | 3 | 05/2022 | 195 | 9 | | Y | 06/2027 | Napa Valley, CA | | 12 | Hotel | 3 | 07/2021 | 180 | — | | | 08/2026 | Various, US | | 13 | Hotel | 3 | 11/2021 | 165 | — | | | 12/2026 | St. Thomas, USVI | | 14 | Hotel | 3 | 09/2015 | 140 | — | | | 12/2026 | Manhattan, NY | | 15 | Hotel | 3 | 06/2024 | 131 | — | | | 06/2029 | St. Petersburg, FL | | 16 | Hotel | 3 | 06/2024 | 105 | 9 | | | 07/2029 | Brooklyn, NY | | 17 | Hotel | 3 | 10/2021 | 92 | — | | | 11/2026 | New Orleans, LA | | 18 | Hotel | 3 | 05/2019 | 46 | — | | | 12/2025 | Chicago, IL | | 19 | Hotel | 3 | 02/2018 | 27 | — | | | 11/2024 | Pittsburgh, PA | | 20 | Retail | 3 | 04/2022 | 510 | 24 | | | 04/2027 | Various, UK | | 21 | Retail | 3 | 10/2021 | 435 | — | | | 10/2026 | Various, UK | | 22 | Retail | 3 | 08/2019 | 250 | — | | Y | 09/2025 | Manhattan, NY | | 23 | Retail | 3 | 05/2022 | 124 | — | | | 06/2027 | Various, US | | 24 | Retail(1) | 5 | 11/2014 | 98 | — | | | 09/2025 | Cincinnati, OH | | 25 | Residential | 3 | 12/2021 | 241 | 12 | | | 12/2026 | Various, UK | | 26 | Residential | 3 | 03/2023 | 163 | — | | | 04/2026 | Various, US | | 27 | Residential | 3 | 04/2024 | 156 | — | | | 05/2029 | Emeryville, CA | | 28 | Residential | 3 | 06/2024 | 99 | — | | | 07/2029 | Washington, DC | | 29 | Residential | 3 | 05/2022 | 94 | — | | | 06/2027 | Manhattan, NY | | 30 | Residential | 3 | 05/2021 | 76 | — | | | 05/2027 | Cleveland, OH | | 31 | Residential | 2 | 12/2021 | 15 | — | | | 01/2027 | Manhattan, NY | | 32 | Mixed Use | 3 | 12/2019 | 283 | 1 | | Y | 08/2025 | London, UK | | 33 | Mixed Use | 3 | 03/2022 | 151 | 27 | | Y | 03/2027 | Brooklyn, NY | | 34 | Industrial | 3 | 03/2021 | 243 | — | | | 05/2026 | Various, Sweden | | 35 | Industrial | 3 | 08/2024 | 128 | 127 | Y | | 08/2029 | Various, UK | | 36 | Healthcare | 3 | 07/2024 | 200 | — | | | 07/2029 | Various, UK | | 37 | Healthcare | 3 | 08/2024 | 156 | — | | | 08/2029 | Various, UK | | 38 | Pubs | 3 | 12/2023 | 222 | — | | Y | 01/2029 | Various, UK | | 39 | Caravan Parks | 3 | 02/2021 | 215 | — | | | 02/2028 | Various, UK | | 40 | Portfolio(3) | 3 | 06/2021 | 197 | 18 | | | 06/2026 | Various, Germany | | 41 | Urban Predevelopment | 3 | 12/2022 | 133 | — | | | 01/2026 | Miami, FL | | | General CECL Allowance | | | (33) | | | | | | | | **Subtotal / Weighted-Average Commercial Mortgage Loans** | **3.0** | | **$7,457** | **$504** | | | **2.5 Years** | | *Subordinate Loan Portfolio* | # | Property Type | Risk Rating | Origination Date | Amortized Cost | Unfunded Commitment Construction Loan | 3rd Party Subordinate Debt Fully-extended Maturity | Location | | ---: | --- | ---: | --- | ---: | ---: | --- | --- | | 1 | Residential(2) | 3 | 06/2015 | $273 | — | 11/2025 | Manhattan, NY | | 2 | Residential(2) | 3 | 08/2022 | 74 | — | 11/2025 | Manhattan, NY | | 3 | Residential(1)(2) | 5 | 05/2020 | 28 | — | 11/2025 | Manhattan, NY | | 4 | Office(1)(4) | 5 | 08/2017 | — | — | 09/2024 | Troy, MI | | | General CECL Allowance | | | (1) | | | | | | **Subtotal / Weighted-Average Subordinate Loans** | **3.1** | | **$374** | **$—** | **1.1 Years** | | | | **Total / Weighted-Average Loan Portfolio(5)** | **3.0** | | **$7,831** | **$504** | **2.5 Years** | | (1) Amortized cost for these loans is net of the recorded Specific CECL Allowance. (2) Loans are secured by the same property. (3) Includes portfolio of office, industrial, and retail property types. (4) Loan matured in September 2024. Negotiations with sponsor currently in process. (5) Total may not foot due to rounding. Our average asset and debt balances for the nine months ended September 30, 2024 were ($ in thousands): | Description | Average month-end balances for the nine months ended September 30, 2024 Assets | Related debt | | --- | ---: | ---: | | Commercial mortgage loans, net | $7,941,002 | $5,526,845 | | Commercial mortgage loan, held for sale | 45,382 | 31,895 | | Subordinate loans, net | 627,762 | — | ### Portfolio Management Our portfolio benefits from our core investment strategy whereby we target assets that are secured by institutional quality real estate throughout the United States and Europe. As discussed in Item 1. "Business—Investment Strategy" in our most recent Annual Report on Form 10-K, the Manager has implemented underwriting standards which place a particular emphasis on due diligence of prospective investments' sponsors and borrowers, as well as assessment of the risk/return profile and appropriate structure of each investment opportunity. As of September 30, 2024, our portfolio's weighted-average origination LTV ratio was 58%, excluding risk-rated five loans. This reflects significant equity value which we believe our loan sponsors would be committed to protect during periods of volatility and market disruption. We maintain a strong relationship with our borrowers and actively manage the assets in our portfolio on an ongoing basis. A dedicated team of asset management professionals performs surveillance of all loans in our portfolio, on an individual basis, from closing through final repayment. This robust monitoring process includes continuous assessment of asset level performance against underwritten criteria, changes in borrowers' financial position, as well as the impact of macroeconomic trends and microeconomic developments on loan assets and respective underlying collateral performance. In addition to ongoing asset management, as further described in "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" to our condensed consolidated financial statements, we perform a quarterly review of our portfolio whereby each loan is assigned a risk rating of "1" through "5," from less risk to greater risk, respectively. This analysis includes assessment of loans based on a variety of factors, including, without limitation, LTV ratio, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. In performing the analysis with respect to each loan, these various factors are assessed holistically, with a focus on their interplay, whereby no single factor on its own (whether quantitative or qualitative) is given more weight in the assessment or is prescriptive as to which specific risk rating is assigned to a specific loan. We apply these various factors on a case-by-case basis depending on the facts and circumstances for each loan, and the different factors may be given different weightings in different situations. As of September 30, 2024, the weighted-average risk rating of the loan portfolio was 3.0. The following table presents the carrying value of our loans by internal risk rating as of September 30, 2024 ($ in thousands): | Risk Rating | Number of Loans | Total(1) | % of Portfolio | | ---: | ---: | ---: | ---: | | 1 | — | $— | — % | | 2 | 2 | 474,460 | 6.0% | | 3 | 38 | 6,966,537 | 88.6% | | 4 | 2 | 297,806 | 3.8% | | 5 | 3 | 126,000 | 1.6% | | Total | 45 | $7,864,803 | 100.0% | | General CECL Allowance(2) | | (34,192) | | | Total carrying value, net | | $7,830,611 | | (1) Net of Specific CECL Allowance. (2) $3.9 million of the General CECL Allowance for 2024 is excluded from this table because it relates to unfunded commitments and has been recorded as a liability under accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheets. ### Leverage Policies We use leverage for the sole purpose of financing our portfolio and not for the purpose of speculating on changes in interest rates. In addition to our secured debt arrangements and 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 September 30, 2024, our debt-to-equity ratio was 3.5 and our portfolio was comprised of $7.5 billion of commercial mortgage loans and $0.4 billion of subordinate loans. In order to achieve our return on equity, we generally finance our mortgage loans with 2.0 to 3.0 turns of leverage and generally do not finance our subordinate loan portfolio given built-in inherent structural leverage. Consequently, depending on our portfolio mix, our debt-to-equity ratio may exceed our previously disclosed thresholds. ### Debt-to-Equity Ratio The following table presents our debt-to-equity ratio: | | September 30, 2024 | December 31, 2023 | | --- | ---: | ---: | | Debt to Equity Ratio (1) | 3.5 | 3.0 | (1) Represents total debt less cash and net loan proceeds held by servicer (recorded with Other Assets, see "Note 6 – Other Assets" for more information) to total stockholders' equity. ### Contractual Obligations, Liquidity, and Capital Resources Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to fund and maintain our assets and operations, repay borrowings, make distributions to our stockholders and other general business needs. We utilize various sources of cash in order to meet our liquidity needs in the next twelve months, which is considered the short-term, and the longer term. Our current debt obligations consist of $1.3 billion, at face value, of corporate debt, $5.5 billion of asset specific financings, and $282.4 million of debt related to real estate owned. Our corporate debt includes $763.3 million of term loan borrowings and $500.0 million of senior secured notes. Our asset specific financings are generally tied to the underlying loans, and we anticipate repayments of $1.3 billion of secured debt arrangements in the short term. Specifics about our secured debt arrangements and corporate debt maturities and obligations are discussed below. In addition to our debt obligations, as of September 30, 2024, we had $503.9 million of unfunded loan commitments. We expect that approximately $440.7 million will be funded to existing borrowers in the short term. As of September 30, 2024, we had $194.3 million of cash on hand, $105.8 million of loan proceeds held by servicer and held approximately $375.1 million of unencumbered assets. We also had $2.0 billion of undrawn capacity under our Secured Debt Arrangements and $179.7 million of additional capacity on our construction financing secured by our Brooklyn Development property which is available to fund future construction costs. We maintain policies relating to our use of leverage. See "Leverage Policies" above. In the future, we may seek to raise further equity or debt capital or engage in other forms of borrowings in order to fund future investments or to refinance expiring indebtedness. We generally intend to hold our assets for investment, although we may sell certain of our investments in order to manage our interest rate risk and liquidity needs, meet other operating objectives and adapt to market conditions. To maintain our qualification as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. These distribution requirements limit our ability to retain earnings and replenish or increase capital for operations. ### Borrowings Under Various Financing Arrangements The following table summarizes the outstanding balances and maturities for our various financing arrangements: | | September 30, 2024 Borrowings Outstanding(1) | Maturity (2) | December 31, 2023 Borrowings Outstanding(1) | Maturity (2) | | --- | ---: | --- | ---: | --- | | Secured Credit Facilities | 3,438,878 | November 2026 | $3,247,652 | June 2026 | | Barclays Private Securitization(3) | 2,034,897 | December 2026 | 2,157,157 | June 2026 | | Revolving Credit Facility | 51,050 | March 2026 | 147,000 | February 2025 | | Total Secured Debt Arrangements | 5,524,825 | | 5,551,809 | | | Senior Secured Term Loans | 763,250 | January 2027 | 769,250 | January 2027 | | Senior Secured Notes | 500,000 | June 2029 | 500,000 | June 2029 | | Total Borrowings | $6,788,075 | | $6,821,059 | | (1) Borrowings Outstanding represent principal balances as of the respective reporting periods. (2) Maturity dates represent weighted-average maturities based on borrowings outstanding and assumes extensions at our option are exercised with consent of financing providers, where applicable. (3) As of September 30, 2024, we had £1.0 billion, €494.3 million, and kr2.0 billion ($2.0 billion assuming conversion into USD as of September 30, 2024) of borrowings outstanding under the Barclays Private Securitization secured by certain of our commercial mortgage loans. ### Secured Credit Facilities As of September 30, 2024, we had nine secured credit counterparties through wholly-owned subsidiaries. In January 2024, we entered into a new secured credit facility with Goldman Sachs that provided £125.6 million ($158.6 million, assuming conversion into USD) of borrowing capacity. During the three months ended September 30, 2024, we further upsized the facility by £242.1 million ($314.6 million, assuming conversion into USD). Additionally, during the nine months ended September 30, 2024, we upsized the Atlas Facility by $113.5 million and the Barclays facility by $300.0 million. Furthermore, we have repaid the full amount of borrowings outstanding on both the Goldman Sachs USD and Santander EUR facilities. Refer to "Note 7 – Secured Debt Arrangements, Net" of our condensed consolidated financial statements for additional disclosure regarding our secured credit facilities. ### Barclays Private Securitization We are party to a private securitization with the Barclays Private Securitization. Commercial mortgage loans currently financed under the Barclays Private Securitization are denominated in GBP, EUR, SEK. Refer to "Note 7 – Secured Debt Arrangements, Net" of our condensed consolidated financial statements for additional disclosure regarding our Barclays Private Securitization. ### Revolving Credit Facility In March 2023, we entered into a Revolving Credit Facility administered by Bank of America, N.A. The Revolving Credit Facility matures in March 2026 and is secured by certain of our qualifying commercial mortgage loans and real property owned assets. As of September 30, 2024, our Revolving Credit Facility had a capacity of $160.0 million and requires that we maintain an interest coverage ratio of 1.3:1. See "Debt Covenants" below for additional discussion. Refer to "Note 7 – Secured Debt Arrangements, Net" of our condensed consolidated financial statements for additional disclosure regarding our Revolving Credit Facility. ### Senior Secured Term Loans In May 2019, we entered into the $500.0 million 2026 Term Loan and in March 2021, we entered into the $300.0 million 2028 Term Loan. The outstanding Term Loans principal balance as of September 30, 2024 and December 31, 2023 was $763.3 million and $769.3 million, respectively. Refer to "Note 8 – Senior Secured Term Loans, Net" of our condensed consolidated financial statements for additional disclosure regarding our 2026 Term Loan and 2028 Term Loan. ### Senior Secured Notes In June 2021, we issued $500.0 million of the 4.625% 2029 Notes, for which we received net proceeds of $495.0 million, after deducting initial purchasers' discounts and commissions. The 2029 Notes had a carrying value of $496.2 million and $495.6 million, net of deferred financing costs of $3.8 million and $4.4 million, as of September 30, 2024 and December 31, 2023, respectively. Refer to "Note 9 – Senior Secured Notes, Net" of our condensed consolidated financial statements for additional disclosure regarding our 2029 Notes. ### Debt Related to Real Estate Owned In August 2022, we obtained $164.8 million in construction financing on the Brooklyn Development property when we acquired legal title of the property. As of September 30, 2024, the construction financing had a carrying value of $206.4 million, net of $2.3 million in deferred financing costs. In June 2024, we obtained a $73.7 million mortgage secured by our the D.C. Hotel property. As of September 30, 2024, the mortgage loan had a carrying value of $72.5 million, net of $1.2 million in deferred financing costs. Refer to "Note 5 – Real Estate Owned" of our condensed consolidated financial statements for additional disclosure regarding our debt related to real estate owned. ### Dividends We intend to continue to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that we pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We generally intend over time to pay dividends to our stockholders in an amount equal to our net taxable income, if and to the extent authorized by our board of directors. Any distributions we make are 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 September 30, 2024 and December 31, 2023, we had 6,770,393 shares of our Series B-1 Preferred Stock outstanding. The Series B-1 Preferred Stock pay cumulative cash dividends, which are payable quarterly in equal amounts in arrears on the 15th day of each January, April, July and October: at a rate of 7.25% per annum of the $25.00 per share liquidation preference. Except under certain limited circumstances, the Series B-1 Preferred Stock is generally not convertible into or exchangeable for any other property or any other of our securities at the election of the holders. On and after July 15, 2026, we may, at our option, redeem the shares at a redemption price of $25.00, plus any accrued unpaid dividends to, but not including, the date of the redemption. The following table details our dividend activity: | Dividends declared per share of: | Three Months Ended September 30, 2024 | 2023 | Nine Months Ended September 30, 2024 | 2023 | | --- | ---: | ---: | ---: | ---: | | Common Stock | $0.25 | $0.35 | $0.95 | $1.05 | | Series B-1 Preferred Stock | $0.45 | $0.45 | $1.35 | $1.35 | ### Repurchases of Equity Securities In March 2020, our board of directors approved a stock repurchase program for up to $150.0 million of our common stock and in February 2021, approved the repurchase of an additional $150.0 million of our common stock. During the three and nine months ended September 30, 2024, we repurchased 289,633 and 4,013,405 shares, respectively, of our common stock under this program at a weighted-average price of $9.96 and $10.15 per share, respectively. ### Critical Accounting Policies and Use of Estimates Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and use of assumptions as to future uncertainties. The most critical accounting policies involve decisions and assessments that affect our reported assets and liabilities, as well as reported revenues and expenses. We believe that all of the decisions and assessments upon which these financial statements are based are reasonable based upon information currently available to us. The accounting policies and estimates that we consider to be most critical to an investor's understanding of our financial results and condition and require complex management judgment are discussed below. There have been no material changes to our Critical Accounting Policies described in our most recent Annual Report on Form 10-K under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Use of Estimates." For a complete listing and description of our significant accounting policies, refer to "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements of our most recent Annual Report on Form 10-K. ### Real Estate Owned (and Related Debt) In order to maximize recovery against a defaulted loan, we may assume legal title or physical possession of the underlying collateral through foreclosure or deed-in-lieu of foreclosure. Foreclosed properties are classified as real estate owned and recognized at fair value on our condensed consolidated balance sheets in accordance with the acquisition method under ASC 805. Real estate assets acquired may include land, building, FF&E, and intangible assets. In accordance ASC 820, we may utilize the income, market or cost approach (or combination thereof) to determine fair value. When determining the fair value of a real estate asset under the income approach, we make certain assumptions including, but not limited to, consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate. When determining the fair value of real estate assets under the market or sales comparison approach, we compare the property to similar properties in the marketplace. Although we exercise significant judgment to identify similar properties, and may also consult independent third-party valuation experts to assist, our assessment of fair value is subject to uncertainty and sensitive to our selection of comparable properties. When determining the fair value of real estate assets under the cost approach, we measure fair value as the replacement cost of these assets. This approach also requires significant judgment, and our estimate of replacement cost could vary from actual replacements costs. At times we may classify real estate assets as held for sale in the period in which they meet the criteria under ASC 360 as discussed in "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements of our most recent Annual Report on Form 10-K. Once a real estate asset is classified as held for sale, depreciation is no longer recorded, and the asset is reported at the lower of its carrying value or fair value less cost to sell. The fair value of real estate assets classified as held for sale is determined using the appropriate methodologies noted in the preceding paragraph and the real estate asset's fair value is subject to uncertainty, as the actual sales price of the real estate asset could differ from those assumed in our valuations. Once real estate assets have been recorded at fair value, they are evaluated for impairment on a quarterly basis. A real estate asset is considered impaired when the sum of estimated future undiscounted cash flows to be generated by the real estate asset over the estimated remaining holding period is less than the carrying value of such real estate asset. An impairment charge is recorded equal to the excess of the carrying value of the real estate asset over the fair value. When determining the fair value of a real estate asset for the purpose of assessing impairment, we make certain assumptions including, but not limited to: consideration of projected operating cash flows, intended holding period of the real estate, comparable selling prices and projected cash flows from the eventual disposition of the real estate based upon our estimate of a capitalization rate and discount rate. While we exercise significant judgment in generating our assumptions, the asset's fair value is subject to uncertainty, as actual operating cash flows and disposition proceeds could differ from those assumed in our valuations. Additionally, the output is sensitive to the assumptions used in calculating any potential impairment. Please refer to "Note 3 – Fair Value Disclosure" and "Note 5 – Assets and Liabilities Related to Real Estate Owned" for more information regarding real estate owned and our valuation methodology as well as "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements of our most recent Annual Report on Form 10-K. ### Current Expected Credit Losses We measure and record potential expected credit losses related to our loan portfolio in accordance with the CECL Standard. The CECL Standard requires an entity to consider historical loss experience, current conditions, and a reasonable and supportable forecast of the macroeconomic environment. We have adopted the WARM method to determine a General CECL Allowance for the majority of loans in our portfolio, applied on a collective basis by assets with similar risk characteristics. If we determine that a borrower or sponsor is experiencing financial difficulty, we will record loan-specific allowances (our Specific CECL Allowance) in accordance with a practical expedient prescribed by the CECL Standard. #### General CECL Allowance There are a number of significant assumptions required to estimate our General CECL Allowance which include deriving and applying an annual historical loss rate, estimating the impacts of current and future macroeconomic conditions and forecasting the timing of expected repayments, satisfactions and future fundings. We derive an annual historical loss rate based on a CMBS database with historical losses from 1998 through the first quarter of 2024 provided by Trepp. We apply various filters to arrive at a CMBS dataset most analogous to our current portfolio from which we determine an appropriate historical loss rate. This historical loss rate, and ultimately the General CECL Allowance we derive, is sensitive to the CMBS dataset we select. We adjust our determined annual historical loss rate based on our outlook of the macroeconomic environment, for a reasonable and supportable forecast period. Selection of a forecast period is a matter of judgment and our General CECL Allowance is sensitive to this input. We develop our expectations for the future macroeconomic environment and its potential impact on the performance of loans in our portfolio, by analyzing various market factors, such as unemployment rate, market liquidity and price indexes relevant to commercial real estate sector. This assessment requires the use of significant judgment in selecting relevant market factors and analyzing their correlation with historical loss rates. The future macroeconomic environment is subject to uncertainty as the actual future macroeconomic environment could vary from our expectations. Additionally, there are assumptions provided to us by the Manager that represent their best estimate as to loan expected term, future fundings, and timing of loan repayments. These assumptions, although made with the most available information at the time of the estimate, are subjective and actual activity may not follow the estimated schedule. These assumptions impact the future balances that the loss rate will be applied to and as such impact our General CECL Allowance. As we acquire new loans and the Manager monitors loan and sponsor performance, these estimates may change each period. Refer to "Note 2 – Summary of Significant Accounting Policies" and "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for further discussion regarding our General CECL Allowance. #### Specific CECL Allowance When we determine that a borrower or sponsor is experiencing financial difficulty, we evaluate the related loan for loan-specific allowances, under the practical expedient prescribed by the CECL Standard. Determining that a borrower or sponsor is experiencing financial difficulty requires the use of significant judgment and can be based on several factors subject to uncertainty. These factors can include, but are not limited to, whether cash from the borrower's operations are sufficient to cover current and future debt service requirements, the borrower's ability to potentially refinance the loan, and other circumstances that can affect the borrower's ability to satisfy their obligations in accordance the terms of the loan. When utilizing the practical expedient for collateral dependent loans, the current expected credit losses is determined as the difference between the fair value of the underlying collateral, adjusted for estimated costs to sell when applicable, and the carrying value of the loan (prior to the current expected credit losses), as repayment or satisfaction of a loan is dependent on a sale of the underlying collateral. Collateral-dependent loans evaluated for a Specific CECL Allowance are removed from the General CECL Allowance pool. The fair value of the underlying collateral is determined by using method(s) such as discounted cash flow, the market approach, or direct capitalization approach. These methods require the use of key unobservable inputs, which are inherently uncertain and subjective. Our estimate of fair value is sensitive to both the valuation methodology selected and inputs used. Determining a suitable valuation method and selecting the appropriate key unobservable inputs and assumptions requires significant judgment and consideration of factors specific to the underlying collateral being assessed. Additionally, the key unobservable inputs and assumptions used may vary depending on the information available to us and market conditions as of the valuation date. As such, the fair value that we derive and use in calculating our Specific CECL Allowance, is subject to uncertainty and any actual losses, if incurred, could differ materially from our current expected credit losses. Refer to "Note 2 – Summary of Significant Accounting Policies" and "Note 4 – Commercial Mortgage Loans, Subordinate Loans and Other Lending Assets, Net" for further discussion regarding our Specific CECL Allowance. Refer to "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements of our most recent Annual Report on Form 10-K for the complete listing and description of our significant accounting policies. ## Market risk As filed, 6,525 characters. 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, amortization and interest rate adjustment periods; - using hedging instruments and interest rate swaps, when we deem appropriate; and - to the extent available and appropriate, 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 September 30, 2024, assuming an immediate increase or decrease of 50 basis points in the applicable interest rate benchmark by currency ($ in thousands, except per share data): | Currency | Net floating rate assets subject to interest rate sensitivity(1) | 50 basis point increase Increase to net interest income (2)(3) | Increase to net interest income (per share) (2)(3) | 50 basis point decrease Decrease to net interest income (2)(3) | Decrease to net interest income (per share) (2)(3) | | --- | ---: | ---: | ---: | ---: | ---: | | USD | $(184,024) | $(920) | $(0.01) | $920 | $0.01 | | GBP | 772,459 | 3,435 | 0.02 | (3,435) | (0.02) | | EUR | 310,723 | 1,554 | 0.01 | (1,554) | (0.01) | | SEK | 48,544 | 243 | 0.00 | (243) | (0.00) | | Total: | $947,702 | $4,312 | $0.03 | $(4,312) | $(0.03) | (1) Excludes floating rate loans on non-accrual (2) 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. (3) Certain of our floating rate loans are subject to index floors. ### 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. ### 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 pandemic. COVID-19 and its variants have disrupted economic activities and could have a continued significant adverse effect on economic and market conditions including rising inflation, increases in interest rates, 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 sheets 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 seek to mitigate this exposure through foreign currency forward contracts, which match the net principal and interest of our foreign currency loans and secured debt arrangements. ## Controls and procedures As filed, 1,209 characters. ### Evaluation of Disclosure 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 our company that would potentially be subject to disclosure under the Exchange Act, and the rules and regulations promulgated thereunder. During the period ended September 30, 2024, 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 our company to disclose material information otherwise required to be set forth in our periodic reports. ## Risk factors As filed, 218 characters. 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 most recent Annual Report on Form 10-K. Filed Oct 30, 2024. Source: SEC EDGAR, the filing index for accession 0000950170-24-119007. Last ingested by Listed: Oct 30, 2026, 11:11 ET. No prices; not investment advice.