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8-K - FORM 8-K - Apollo Commercial Real Estate Finance, Inc.d138041d8k.htm
EX-99.2 - EX-99.2 - Apollo Commercial Real Estate Finance, Inc.d138041dex992.htm

Exhibit 99.1

 

LOGO

 

FOR IMMEDIATE RELEASE    NYSE:ARI
CONTACT:    Hilary Ginsberg   
   Investor Relations   
   (212) 822-0767   

APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. REPORTS

FOURTH QUARTER AND FULL YEAR 2015 FINANCIAL RESULTS

—12.4% Increase in Annual Operating Earnings per Share of Common Stock —

— Record Year for Originations and Growth in Dividend per Share of Common Stock —

New York, NY, February 9, 2016 – Apollo Commercial Real Estate Finance, Inc. (the “Company” or “ARI”) (NYSE:ARI) today reported financial results for the quarter and full year ended December 31, 2015.

Fourth Quarter 2015 Highlights

 

    Reported Operating Earnings (a non-GAAP financial measure defined below) per diluted share of common stock of $0.48 for the quarter ended December 31, 2015, an increase of 6.7% as compared to Operating Earnings per diluted share of common stock of $0.45 for the quarter ended December 31, 2014;

 

    Increased the quarterly dividend per share of common stock 4.5% to $0.46 for the quarter ended December 31, 2015;

 

    Generated $43.2 million of net interest income during the quarter from the Company’s $2.5 billion commercial real estate debt portfolio, which had a levered weighted average underwritten internal rate of return (“IRR”)(2) of approximately 13.8% at December 31, 2015;

 

    Completed $289.9 million of commercial real estate debt investments and funded an additional $25.7 million for previously closed loans; and

 

    Amended the master repurchase agreement with JPMorgan Chase Bank, N.A. (the “JPMorgan Facility”) to increase the maximum capacity to $600 million from $400 million and extend the term to January 29, 2018, plus a one-year extension option.

2015 Highlights

 

    Reported Operating Earnings per diluted share of common stock of $1.90 for the twelve months ended December 31, 2015, an increase of 12.4% as compared to Operating Earnings per diluted share of common stock of $1.69 for the twelve months ended December 31, 2014;

 

    Increased the quarterly dividend per share of common stock two times during the year for a total increase of 15%;

 

    Completed $1.1 billion of commercial real estate debt investments ($1.0 billion of which were funded during 2015);

 

    Funded $263.2 million for previously closed loans; and

 

    Completed two equity offerings, including a public offering of common stock and a private placement of common and preferred stock to the Qatar Investment Authority, which generated aggregate net proceeds of $540.0 million.

“ARI had an exceptional year in 2015. The Company committed to over $1.1 billion of commercial real estate debt transactions while also strengthening and expanding the balance sheet. As a result, ARI’s investment portfolio generated record Operating Earnings and the Board of Directors increased the dividend per share of common stock twice during the year, for a total per share increase of 15%,” said Stuart Rothstein, Chief Executive Officer and President of the Company. “As we look to 2016, ARI has had a strong start with two closed transactions totaling $297 million, a healthy investment pipeline and $86.1 million of future fundings scheduled for the year. We continue to see compelling investment opportunities and we believe the Company is well positioned to capitalize on additional opportunities created amid the volatility in the global capital markets.”


Fourth Quarter and Full Year 2015 Operating Results

The Company reported Operating Earnings of $32.4 million, or $0.48 per diluted share of common stock, for the three months ended December 31, 2015, representing a per share increase of 6.7% as compared to Operating Earnings of $21.2 million, or $0.45 per diluted share of common stock, for the three months ended December 31, 2014. Net income available to common stockholders for the three months ended December 31, 2015 was $21.4 million, or $0.32 per diluted share of common stock, as compared to net income available to common stockholders of $20.2 million, or $0.43 per diluted share of common stock, for the three months ended December 31, 2014.

For the twelve months ended December 31, 2015, the Company reported Operating Earnings of $112.7 million, or $1.90 per diluted share of common stock, representing a per share increase of 12.4% as compared to Operating Earnings of $74.0 million, or $1.69 per diluted share of common stock, for the twelve months ended December 31, 2014. Net income available to common stockholders for the twelve months ended December 31, 2015 was $91.4 million, or $1.54 per diluted share of common stock, as compared to net income available to common stockholders of $75.3 million, or $1.72 per diluted share of common stock, for the twelve months ended December 31, 2014.

Fourth Quarter 2015 Investment Activity

New Investments – During the fourth quarter, ARI committed to the following commercial real estate debt investments:

 

    $102.9 million of first mortgage loans, which were underwritten to generate a levered weighted average IRR(2) of approximately 15%; and

 

    $187.0 million of subordinate loans, which were underwritten to generate a weighted average IRR(2) of approximately 14%.

Funding of Previously Closed Loans – During the fourth quarter, ARI funded $25.7 million for previously closed loans.

Loan Repayments – During the fourth quarter, ARI received approximately $160.3 million from loan repayments.

Quarter End Commercial Real Estate Debt Portfolio Summary

The following table sets forth certain information regarding the Company’s commercial real estate debt portfolio at December 31, 2015 ($ amounts in thousands):

 

Description

   Amortized
Cost
     Weighted
Average
Yield
    Debt      Cost
of
Funds
    Equity at
Cost(1)
     Current
Weighted
Average
Underwritten
IRR (2)
    Fully-
Levered
Weighted
Average
Underwritten
IRR(2)(3)
 

First mortgage loans

   $ 994,301         8.1   $ 491,870         2.7   $ 502,431         14.9     14.9

Subordinate loans(4)(5)

     966,343         11.9        —           —          966,343         13.1        13.1   

CMBS

     504,253         6.5        433,904         3.4        100,476         16.1        16.1   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total/Weighted Average

   $ 2,464,897         9.3   $ 925,774         2.9   $ 1,569,250         13.8     13.8
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Please see chart footnotes at the end of the press release.

Loan-to-Value

At December 31, 2015, the Company’s commercial real estate loan portfolio, which includes CMBS, held-to-maturity, had a weighted average loan-to-value (“LTV”) of 65%. Within the commercial real estate loan portfolio, the first mortgage loans had a weighted average LTV of 62% and the subordinate loans (including CMBS, held-to-maturity) had a weighted average LTV of 68%.

 

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Book Value

The Company’s book value per share of common stock at December 31, 2015 was $16.21. For purposes of GAAP accounting, the Company carries loans at amortized cost and its CMBS are marked to market. Management has estimated that the fair value of the Company’s loan portfolio at December 31, 2015 was approximately $13.4 million greater than the carrying value as of the same date.

Amendment to JPMorgan Facility

In December, ARI amended the JPMorgan Facility to increase the borrowing capacity to $600 million from $400 million and extended the term to January 29, 2018, plus a one-year extension option.

Subsequent Events

The following events occurred subsequent to year end:

New Investments –ARI closed a $220.0 million first mortgage loan, $177.5 million of which was funded, secured by an assemblage of 16 existing retail and office properties for redevelopment located in the Design District neighborhood of Miami, Florida. A portion of the first funding of the loan was used to refinance a $33.0 million first mortgage loan ARI originated to the borrower in June 2015, and for the acquisition of two additional parcels. The floating-rate loan has a two-year initial term with a one-year extension option followed by a six-month extension option. The first mortgage loan has a loan-to-cost of 65% and has been underwritten to generate a levered IRR(2) of approximately 15%.

ARI closed a $77.0 million mezzanine loan, $21.9 million of which was funded at closing, for the redevelopment and conversion of an existing commercial property into 139 luxury condominiums located in the Tribeca neighborhood of New York City. The floating-rate loan has a 42-month initial term with a one-year extension option followed by a six-month extension option and is part of a $411.0 million financing consisting of a $334.0 million first mortgage loan and ARI’s $77.0 million mezzanine loan. The mezzanine loan has an appraised loan-to-net sellout of 57% and has been underwritten to generate an IRR(2) of approximately 14%.

Funding of Previously Closed Loans –ARI funded $3.5 million for previously closed loans.

Loan Repayments –ARI received approximately $8.6 million from loan repayments.

Definition of Operating Earnings

Operating Earnings is a non-GAAP financial measure that is used by the Company to approximate cash available for distribution and is defined by the Company as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding); (ii) any unrealized gains or losses or other non-cash items included in net income available to common stockholders; (iii) unrealized income from unconsolidated joint ventures; (iv) foreign currency gains/(losses); and (v) the non-cash amortization expense related to the reclassification of a portion of the convertible senior notes to stockholders’ equity in accordance with GAAP.

 

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Reconciliation of Operating Earnings to Net Income Available to Common Stockholders

The tables below reconcile Operating Earnings and Operating Earnings per share of common stock with net income available to common stockholders and net income available to common stockholders per share of common stock for the three and twelve month periods ended December 31, 2015 and December 31, 2014 ($ amounts in thousands, except per share data):

 

     Three Months
Ended
December 31,
2015
     Earnings Per
Share
(Diluted)
     Three
Months
Ended
December 31,
2014
     Earnings
Per Share
(Diluted)
 

Operating Earnings:

           

Net income available to common stockholders

   $ 21,379       $ 0.32       $ 20,182       $ 0.43   

Adjustments:

           

Equity-based compensation expense

     1,693         0.02         481         0.01   

Unrealized loss on securities

     11,618         0.17         639         0.01   

(Gain) on derivative instruments

     (3,054      (0.05      (2,137      (0.04

Foreign currency loss

     3,121         0.05         1,413         0.03   

Amortization of convertible senior notes related to equity reclassification

     564         0.01         532         0.01   

Income from unconsolidated joint venture

     (2,969      (0.04      69         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total adjustments:

     10,973         0.16         997         0.02   
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating Earnings

   $ 32,352       $ 0.48       $ 21,179       $ 0.45   
  

 

 

    

 

 

    

 

 

    

 

 

 

Basic weighted average shares of common stock outstanding:

     67,146,882            46,852,646      

Diluted weighted average shares of common stock outstanding:

     67,754,673            47,085,617      

 

     Twelve Months
Ended
December 31,
2015
     Earnings Per
Share
(Diluted)
     Twelve Months
Ended
December 31,
2014
     Earnings
Per Share
(Diluted)
 

Operating Earnings:

           

Net income available to common stockholders

   $ 91,372       $ 1.54       $ 75,299       $ 1.72   

Adjustments:

           

Equity-based compensation expense

     4,387         0.08         1,576         0.04   

Unrealized (gain)/loss on securities

     17,408         0.29         (4,147      (0.09

(Gain) on derivative instruments

     (4,106      (0.07      (4,070      (0.09

Foreign currency loss

     4,894         0.08         4,050         0.09   

Amortization of convertible senior notes related to equity reclassification

     2,206         0.04         1,117         0.02   

Income from unconsolidated joint venture

     (3,464      (0.06      157         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total adjustments:

     21,325         0.36         (1,317      (0.03
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating Earnings

   $ 112,697       $ 1.90       $ 73,982       $ 1.69   
  

 

 

    

 

 

    

 

 

    

 

 

 

Basic weighted average shares of common stock outstanding:

     58,674,046            43,464,225      

Diluted weighted average shares of common stock outstanding:

     59,273,280            43,684,805      

 

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Teleconference Details:

The Company will host a conference call to discuss its financial results on Wednesday, February 10, 2016 at 10:00 a.m. Eastern Time. Members of the public who are interested in participating in the Company’s fourth quarter and full year 2015 earnings teleconference call should dial from the U.S., (877) 331-6553, or from outside the U.S., (760) 666-3769, shortly before 10:00 a.m. and reference the Apollo Commercial Real Estate Finance, Inc. Teleconference Call (number 30493605). Please note the teleconference call will be available for replay beginning at 1:00 p.m. on Wednesday, February 10, 2016 and ending at midnight on Wednesday, February 17, 2016. To access the replay, callers from the U.S. should dial (855) 859-2056 and callers from outside the U.S. should dial (404) 537-3406, and enter conference identification number 30493605.

Webcast:

The conference call will also be available on the Company’s website at www.apolloreit.com. To listen to a live broadcast, please go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. A replay of the call will also be available for 30 days on the Company’s website.

Supplemental Information

The Company provides supplemental financial information to offer more transparency into its results and make its reporting more informative and easier to follow. The supplemental financial information is available in the investor relations section of the Company’s website at www.apolloreit.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 real estate mortgage loans, subordinate financings, CMBS 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, LLC, a leading global alternative investment manager with approximately $170.1 billion of assets under management at December 31, 2015.

Additional information can be found on the Company’s website at www.apolloreit.com.

Dividend Reinvestment Plan

The Company adopted a Direct Stock Purchase and Dividend Reinvestment Plan (the “Plan”). The Plan provides new investors and existing holders of the Company’s common stock with a convenient and economical method to purchase shares of its common stock. By participating in the Plan, participants may purchase additional shares of the Company’s common stock by reinvesting some or all of the cash dividends received on their shares of the Company’s common stock. In addition, the Plan permits participants to make optional cash investments of up to $10,000 per month, and, with the Company’s prior approval, optional cash investments in excess of $10,000 per month, for the purchase of additional shares of the Company’s common stock.

The Plan is administered by a division of Wells Fargo Bank, N.A. (“Wells”). Stockholders and other persons may obtain a copy of the Plan prospectus and an enrollment form by contacting Wells at (800) 468-9716 or (651) 450-4064, if outside the United States, or visiting Wells’ website at www.shareowneronline.com.

This communication does not constitute an offer to sell or the solicitation of an offer to buy securities.

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: 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

 

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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.

Footnotes ($ in thousands)

(1) CMBS includes $30,127 of restricted cash related to the Company’s repurchase facility with UBS AG.

(2) The underwritten IRR for the investments shown in the above table and elsewhere in this press release reflect the returns underwritten by ACREFI Management, LLC, the Company’s external manager, taking into account leverage and calculated on a weighted average basis assuming no dispositions, early prepayments or defaults but assuming that extension options are exercised and that the cost of borrowings remains constant over the remaining term. With respect to certain loans, the underwritten IRR calculation assumes certain estimates with respect to the timing and magnitude of future fundings for the remaining commitments and associated loan repayments, and assumes no defaults. IRR is the annualized effective compounded return rate that accounts for the time-value of money and represents the rate of return on an investment over a holding period expressed as a percentage of the investment. It is the discount rate that makes the net present value of all cash outflows (the costs of investment) equal to the net present value of cash inflows (returns on investment). It is derived from the negative and positive cash flows resulting from or produced by each transaction (or for a transaction involving more than one investment, cash flows resulting from or produced by each of the investments), whether positive, such as investment returns, or negative, such as transaction expenses or other costs of investment, taking into account the dates on which such cash flows occurred or are expected to occur, and compounding interest accordingly. There can be no assurance that the actual IRRs will equal the underwritten IRRs shown in the table. See “Item 1A—Risk Factors—The Company may not achieve its underwritten internal rate of return on its investments which may lead to future returns that may be significantly lower than anticipated” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of some of the factors that could adversely impact the returns received by the Company from the investments shown in the table over time.

(3) The Company’s ability to achieve the underwritten levered weighted average IRR depends upon the availability of the JPMorgan Facility or any replacement facility with similar terms with regard to its portfolio of first mortgage loans. Without such availability, the levered weighted average underwritten IRR will be lower than the amount shown above.

(4) Subordinate loans are net of a participation sold during February 2015. The Company presents the participation sold as both assets and non-recourse liabilities because the participation does not qualify as a sale according to GAAP. At December 31, 2015, the Company had one such participation sold with a face amount of £19,850 ($29,250) and a carrying amount of £19,850 ($29,250).

(5) Subordinate loans also include CMBS (held-to-maturity), which are net of a participation sold during June 2014. At December 31, 2015, the Company presented the participation sold as an asset of $88,984 and non-recourse liabilities of $88,951 because the participation does not qualify as a sale according to GAAP.

 

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Apollo Commercial Real Estate Finance, Inc. and Consolidated Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands—except share and per share data)

 

     December 31, 2015     December 31, 2014  

Assets:

    

Cash

   $ 67,415      $ 40,641   

Restricted cash

     30,127        30,127   

Securities available-for-sale, at estimated fair value

     —          17,105   

Securities, at estimated fair value

     493,149        522,730   

Securities, held-to-maturity

     153,193        154,283   

Commercial mortgage loans, held for investment

     994,301        458,520   

Subordinate loans, held for investment

     931,351        561,182   

Investment in unconsolidated joint venture

     22,583        37,016   

Derivative assets

     3,327        4,070   

Interest receivable

     16,908        10,829   

Deferred financing costs, net

     7,353        7,444   

Other assets

     236        1,200   
  

 

 

   

 

 

 

Total Assets

   $ 2,719,943      $ 1,845,147   
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Liabilities:

    

Borrowings under repurchase agreements

   $ 925,774      $ 622,194   

Convertible senior notes, net

     248,173        246,464   

Participations sold

     118,201        89,584   

Accounts payable and accrued expenses

     9,246        7,578   

Payable to related party

     5,297        3,240   

Dividends payable

     37,828        21,018   
  

 

 

   

 

 

 

Total Liabilities

     1,344,519        990,078   

Stockholders’ Equity:

    

Preferred stock, $0.01 par value, 50,000,000 shares authorized:

    

Series A Preferred stock, 3,450,000 shares issued and outstanding ($86,250 aggregate liquidation preference) in 2015 and 2014

     35        35   

Series B Preferred stock, 8,000,000 shares issued and outstanding ($200,000 aggregate liquidation preference) in 2015

     80        —     

Common stock, $0.01 par value, 450,000,000 shares authorized, 67,195,252 and 46,900,442 shares issued and outstanding in 2015 and 2014, respectively

     672        469   

Additional paid-in-capital

     1,410,138        868,035   

Retained earnings (accumulated deficit)

     (32,328     (10,485

Accumulated other comprehensive loss

     (3,173     (2,985
  

 

 

   

 

 

 

Total Stockholders’ Equity

     1,375,424        855,069   
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 2,719,943      $ 1,845,147   
  

 

 

   

 

 

 

 

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Apollo Commercial Real Estate Finance, Inc. and Consolidated Subsidiaries

Condensed Consolidated Statement of Operations

(in thousands—except share and per share data)

 

    

Three months ended

December 31,

   

Twelve months ended

December 31,

 
     2015     2014     2015     2014  

Net interest income:

        

Interest income from securities

   $ 8,343      $ 8,275      $ 33,188      $ 21,189   

Interest income from securities, held to maturity

     2,704        3,165        12,054        4,613   

Interest income from commercial mortgage loans

     18,846        9,328        56,092        27,802   

Interest income from subordinate loans

     25,623        17,021        90,830        69,743   

Interest expense

     (12,275     (10,740     (48,861     (26,541
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

     43,241        27,049        143,303        96,806   

Operating expenses:

        

General and administrative expenses (includes $1,693 and $4,387 of equity-based compensation in 2015 and $481 and $1,576 in 2014, respectively)

     (2,979     (1,796     (9,492     (6,151

Management fees to related party

     (5,294     (3,236     (16,619     (11,960
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     (8,273     (5,032     (26,111     (18,111

Income from unconsolidated joint venture

     2,972        (69     3,464        (157

Other income

     983        9        1,239        34   

Realized loss on sale of securities

     —          —          (443     —     

Unrealized gain/(loss) on securities

     (11,618     (639     (17,408     4,147   

Foreign currency gain/(loss)

     (3,121     (1,413     (4,894     (4,050

Gain/(loss) on derivative instruments

     3,054        2,137        4,106        4,070   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     27,238        22,042        103,256        82,739   
  

 

 

   

 

 

   

 

 

   

 

 

 

Preferred dividend

     (5,860     (1,860     (11,884     (7,440
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income available to common stockholders

   $ 21,378      $ 20,182      $ 91,372      $ 75,299   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted net income per share of common stock

   $ 0.32      $ 0.43      $ 1.54      $ 1.72   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic weighted average shares of common stock outstanding

     67,146,882        46,852,646        58,674,046        43,464,255   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted weighted average shares of common stock outstanding

     67,754,673        47,085,617        59,273,280        43,684,805   
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividend declared per share of common stock

   $ 0.46      $ 0.40      $ 1.78      $ 1.60   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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