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8-K - FORM 8-K - Apollo Commercial Real Estate Finance, Inc.d432433d8k.htm
EX-99.2 - SUPPLEMENTAL FINANCIAL INFORMATION - Apollo Commercial Real Estate Finance, Inc.d432433dex992.htm

Exhibit 99.1

 

LOGO

 

FOR IMMEDIATE RELEASE       NYSE:ARI
CONTACT:           

Hilary Ginsberg

Investor Relations

(212) 822-0767

     

APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. ANNOUNCES

THIRD QUARTER 2012 FINANCIAL RESULTS AND DECLARES A $0.40

PER COMMON SHARE QUARTERLY DIVIDEND

— 16% Increase in Operating Earnings Per Share —

New York, NY, November 1, 2012 – Apollo Commercial Real Estate Finance, Inc. (the “Company” or “ARI”) (NYSE:ARI) today reported Operating Earnings (a non-GAAP financial measure as defined below) of $9.2 million, or $0.44 per share, for the three months ended September 30, 2012, representing a per share increase of 16% as compared to Operating Earnings of $7.6 million, or $0.38 per share, for the three months ended September 30, 2011. Net income for the three months ended September 30, 2012 was $11.0 million, or $0.52 per share, as compared to net income of $5.5 million, or $0.28 per share, for the three months ended September 30, 2011.

For the nine months ended September 30, 2012, the Company reported Operating Earnings of $26.5 million, or $1.27 per share, representing a per share increase of 19% as compared to Operating Earnings of $19.8 million, or $1.07 per share for the nine months ended September 30, 2011. Net income for the nine months ended September 30, 2012 was $30.0 million, or $1.43 per share, as compared to net income of $17.2 million, or $0.93 per share, for the nine months ended September 30, 2011.

The Company also announced the Board of Directors declared a dividend of $0.40 per share of common stock, which is payable on January 14, 2013 to common stockholders of record on December 31, 2012. This is the tenth consecutive quarter the Company has paid a $0.40 per common share dividend.

Third Quarter Highlights

 

   

Increased Operating Earnings per share by 16%;

 

   

Generated $13.2 million of net interest income from the Company’s $605.6 million investment portfolio, which had a current weighted average underwritten internal rate of return (“IRR”) of approximately 13.1% and a levered weighted average underwritten IRR of 14.9% at September 30, 2012;

 

   

Closed two mezzanine loan transactions totaling $16.5 million; and

 

   

Completed an underwritten public offering of 3,450,000 shares of its 8.625% Series A Cumulative Redeemable Perpetual Preferred Stock, with a liquidation preference of $25.00 per share (the “Series A Preferred Stock”), raising net proceeds of approximately $83.1 million.

“ARI had another solid quarter of operating results and stable credit performance from the Company’s investment portfolio,” commented Stuart Rothstein, Chief Executive Officer of the Company. “Year-to-date 2012, ARI has deployed $85.6 million of equity into $135.1 million of investments with a weighted average underwritten IRR of 14.5%. We continue to make progress deploying the proceeds from the Company’s recent capital raises into well structured transactions with attractive risk adjusted returns. Our investment pipeline remains strong and we have identified compelling financing opportunities across a wide range of commercial property types and geographies.”

Commenting on the Company’s investment pipeline, Scott Weiner, the Chief Investment Officer of the Manager, said “As of today, approximately $125 million of commercial real estate debt investments in ARI’s pipeline are in


closing. While the market is competitive and there are no assurances that we will win the mandate on any specific deal in our pipeline, given the level of deal flow the Company is seeing, we remain confident in our ability to put our capital to work at attractive returns.”

Third Quarter Investment and Portfolio Activity

Mezzanine Loan – In July 2012, the Company closed a $6.5 million mezzanine loan secured by a pledge of the equity interest in a borrower that owns a mixed use project, which consists of 55,585 square feet of Class-A retail and 114,476 square feet of Class-A office in Chapel Hill, North Carolina. The mezzanine loan is part of a new $40.0 million, 10-year fixed-rate financing comprised of a $33.5 million first mortgage and the $6.5 million mezzanine loan. The mezzanine loan has an appraised loan-to-value (“LTV”) of approximately 77% and has been underwritten to generate an IRR of approximately 12.0%.

Mezzanine Loan – In September 2012, the Company closed a $10.0 million mezzanine loan secured by a pledge of the equity interests in a borrower that owns an 845,241 square foot Class A office tower complex in downtown Kansas City, Missouri. The mezzanine loan is part of a $70.0 million, 10-year fixed-rate financing with 30-year amortization that will be comprised of the mezzanine loan and a $60.0 million first mortgage loan. The mezzanine loan has an appraised LTV of 72% and has been underwritten to generate an IRR of approximately 12.6%.

Repayments from Repurchase Agreement Secured by CDO Bonds – During the quarter, the Company received $30.7 million of repayments from the repurchase agreement secured by CDO bonds. The Company also recognized $1.0 million of additional interest income during the quarter related to make-whole interest payments, which the Company is entitled to receive on any principal repayments on the repurchase agreement secured by CDO bonds that occur prior to January 23, 2013.

Preferred Offering – On August 1, 2012, the Company completed an underwritten public offering of 3,450,000 shares of its Series A Preferred Stock, including the exercise of the underwriter’s option to purchase additional shares. Net proceeds from the offering, after the underwriting discount and estimated offering expenses payable by the Company, were approximately $83.1 million.

Quarter End Portfolio Summary

The following table sets forth certain information regarding the Company’s investments at September 30, 2012 ($ amounts in thousands):

 

Description

   Amortized
Cost
     Weighted
Average
Yield
    Debt      Cost
of
Funds
    Equity at
cost
     Current
Weighted
Average
IRR (1)
    Levered
Weighted
Average
IRR(2)
 

First mortgage loans

   $ 104,101         11.3   $ 3         2.7   $ 104,098         11.3     20.2

Subordinate loans

     196,177         13.2        —           —          196,177         13.9        13.9   

Repurchase agreements

     10,975         13.0        —           —          10,975         13.7        13.7   

CMBS – AAA

     223,781         4.2        194,069         1.8        29,712         15.6        15.6   

CMBS – Hilton

     70,521         5.6        48,898         2.6        21,623         11.7        11.7   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total

   $ 605,555         8.7   $ 242,970         1.9   $ 362,585         13.1     14.9
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

(1) The IRRs 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. They are calculated on a weighted average basis assuming no dispositions, early prepayments or defaults but assume extensions as well as the cost of borrowings and derivative instruments under the Company’s master repurchase agreement with Wells Fargo Bank, N.A. The calculation also assumes extension options on the Wells Facility with respect to the Hilton CMBS are exercised There can be no assurance the actual IRRs will equal the underwritten IRRs shown in the table and elsewhere in this press release. See “Risk Factors” in the reports filed by the Company with the Securities and Exchange Commission 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.

(2) Substantially all of the Company’s borrowings under the JPMorgan Facility were repaid upon the closing of the Company’s Series A Preferred Stock offering in August 2012. The Company’s ability to achieve its underwritten levered weighted average


IRR with regard to its portfolio of first mortgage loans is additionally dependent upon the Company re-borrowing approximately $53,000 under the JPMorgan Facility or any replacement facility. Without such re-borrowing, the levered weighted average IRRs will be as indicated in the current weighted average IRR column above.

Book Value

The Company’s GAAP book value per share at September 30, 2012 was $16.58, as compared to $16.59 at June 30, 2012.

For purposes of GAAP accounting, the Company carries loans at amortized cost and its CMBS securities are marked to market. Management has estimated that the fair value of the Company’s financial assets at September 30, 2012 was approximately $12.0 million greater than the carrying value of the Company’s investment portfolio as of the same date. This represents a premium of $0.58 per share over the Company’s GAAP book value as of September 30, 2012, and results in an estimated market value per share of approximately $17.16.

Subsequent Events

Common Stock Offering – In October 2012, the Company completed an underwritten public offering of seven million shares of common stock at a price of $16.81 per share. On November 1, 2012 the underwriters partially exercised their option to purchase additional shares and purchased 404,640 shares of common stock, resulting in total net proceeds to the Company of $124.2 million. The Company intends to use the net proceeds from the offering to acquire its target assets, which include commercial first mortgage loans, commercial mortgage-backed securities, subordinate financings and other commercial real estate-related debt investments, and for general corporate purposes.

Definition of Operating Earnings

Operating Earnings is a non-GAAP financial measure that is used to approximate cash available for distribution and is defined by the Company as net income, computed in accordance with GAAP, adjusted for (i) non-cash equity compensation expense and (ii) any unrealized gains or losses or other non-cash items included in net income. The table provided below, reconciles Operating Earnings to net income.

Reconciliation of Operating Earnings to Net Income

The tables below reconcile Operating Earnings and Operating Earnings per share with net income and net income per share for the three and nine months ended September 30, 2012 and 2011 ($ amounts in thousands):

 

     Three Months
Ended

September 30,
2012
    Earnings Per
Share
(Diluted)
    Three Months
Ended

September 30,
2011
     Earnings Per
Share
(Diluted)
 

Operating Earnings:

         

Net income

   $ 10,992      $ 0.52      $ 5,512       $ 0.28   

Adjustments:

         

Unrealized (gain) loss on securities

     (3,010     (0.14     1,511         0.07   

Unrealized (gain) loss on derivative instruments

     (40     —          202         0.01   

Non-cash stock-based compensation expense

     1,276        0.06        418         0.02   
  

 

 

   

 

 

   

 

 

    

 

 

 

Total adjustments:

     (1,774     (0.08     2,131         0.10   
  

 

 

   

 

 

   

 

 

    

 

 

 

Operating Earnings

   $ 9,218      $ 0.44      $ 7,643       $ 0.38   
  

 

 

   

 

 

   

 

 

    

 

 

 

Basic and diluted weighted average Common shares outstanding:

     20,992,312          19,647,989      


     Nine Months
Ended

September 30,
2012
    Earnings Per
Share
(Diluted)
    Nine Months
Ended

September 30,
2011
     Earnings Per
Share
(Diluted)
 

Operating Earnings:

         

Net income

   $ 29,995      $ 1.43      $ 17,212       $ 0.93   

Adjustments:

         

Unrealized (gain) loss on securities

     (6,473     (0.31     118         0.01   

Unrealized (gain) loss on derivative instruments

     (228     (0.01     1,291         0.07   

Non-cash stock-based compensation expense

     3,244        0.16        1,154         0.06   
  

 

 

   

 

 

   

 

 

    

 

 

 

Total adjustments:

     (3,457     (0.16     2,563         0.14   
  

 

 

   

 

 

   

 

 

    

 

 

 

Operating Earnings

   $ 26,538      $ 1.27      $ 19,775       $ 1.07   
  

 

 

   

 

 

   

 

 

    

 

 

 

Basic and diluted weighted average common shares outstanding:

     20,983,429          18,261,294      

Teleconference Details:

The Company will host a conference call to discuss its financial results on Friday, November 2, 2012 at 10:00 a.m. Eastern Time. Members of the public who are interested in participating in the Company’s third quarter 2012 earnings teleconference call should dial from the U.S., (877) 263-2989, or from outside the U.S., (702) 928-7168, shortly before 10:00 a.m. and reference the Apollo Commercial Real Estate Finance, Inc. Teleconference Call (number 39079606). Please note that the teleconference call will be available for replay beginning at 12:00 p.m. on Friday, November 2, 2012, and ending at midnight on Friday, November 9, 2012. 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 39079606.

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 commercial mortgage real estate investment trust that primarily originates, invests in, acquires and manages senior performing commercial real estate mortgage loans, commercial mortgage-backed securities and other commercial real estate-related debt investments throughout the U.S. 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 $105 billion of assets under management at June 30, 2012.

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.

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 it’s capital raises or acquire its target assets; and risks associated with investing in real estate assets, including changes in business conditions and the general economy. For a further list and description of such risks and uncertainties, see the reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements, and other risks, uncertainties and factors are based on the Company’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to the Company. Forward-looking statements are not predictions of future events. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


Apollo Commercial Real Estate Finance, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands—except share and per share data)

 

     September 30, 2012      December 31, 2011  

Assets:

     

Cash

   $ 67,994       $ 21,568   

Securities available-for-sale, at estimated fair value

     81,405         302,543   

Securities, at estimated fair value

     218,185         251,452   

Commercial mortgage loans, held for investment

     104,101         109,006   

Subordinate loans, held for investment

     196,177         149,086   

Repurchase agreements, held for investment

     10,975         47,439   

Principal and interest receivable

     4,107         8,075   

Deferred financing costs, net

     1,090         2,044   

Other assets

     207         17   
  

 

 

    

 

 

 

Total Assets

   $ 684,241       $ 891,230   
  

 

 

    

 

 

 

Liabilities and Stockholders’ Equity

     

Liabilities:

     

Borrowings under repurchase agreements

   $ 242,970       $ 290,700   

TALF borrowings

     —           251,327   

Derivative instruments, net

     251         478   

Accounts payable and accrued expenses

     1,965         1,746   

Payable to related party

     1,520         1,298   

Dividends payable

     10,114         8,703   
  

 

 

    

 

 

 

Total Liabilities

   $ 256,820       $ 554,252   

Stockholders’ Equity:

     

Preferred stock, $0.01 par value, 50,000,000 shares authorized and 3,450,000 shares outstanding in 2012

     35         —     

Common stock, $0.01 par value, 450,000,000 shares authorized, 20,572,112 and 20,561,032 shares issued and outstanding in 2012 and 2011, respectively

     206         206   

Additional paid-in-capital

     422,273         336,209   

Retained Earnings

     4,808         —     

Accumulated other comprehensive income

     99         563   
  

 

 

    

 

 

 

Total Stockholders’ Equity

     427,421         336,978   
  

 

 

    

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 684,241       $ 891,230   
  

 

 

    

 

 

 


Apollo Commercial Real Estate Finance, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations (Unaudited)

(in thousands—except share and per share data)

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
     2012     2011     2012     2011  

Net interest income:

        

Interest income from securities

   $ 3,674      $ 6,316      $ 12,227      $ 19,419   

Interest income from commercial mortgage loans

     2,825        2,276        7,851        6,886   

Interest income from subordinate loans

     6,144        3,784        17,316        8,861   

Interest income from repurchase agreements

     2,361        1,576        5,920        3,188   

Interest expense

     (1,768     (3,716     (6,939     (10,836
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

     13,236        10,236        36,375        27,518   

Operating expenses:

        

General and administrative expenses (includes $1,276 and $3,244 of non-cash stock based compensation in 2012 and $418 and $1,154 in 2011, respectively)

     (2,430     (1,297     (7,229     (4,089

Management fees to related party

     (1,518     (1,241     (4,099     (3,430
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     (3,948     (2,538     (11,328     (7,519

Interest income from cash balances

     —          2        1        10   

Realized gain on sale of securities

     —          —          262        —     

Unrealized gain (loss) on securities

     3,010        (1,511     6,473        (118

Loss on derivative instruments (includes $40 and $228 of unrealized gains in 2012 and $202 and $1,291 of unrealized losses in 2011, respectively)

     (87     (677     (569     (2,679
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     12,211        5,512        31,214        17,212   
  

 

 

   

 

 

   

 

 

   

 

 

 

Preferred Dividends

     (1,219     —          (1,219     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income available to common stockholders

   $ 10,992      $ 5,512      $ 29,995      $ 17,212   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted net income per share of common stock

   $ 0.52      $ 0.28      $ 1.43      $ 0.93   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted weighted average common shares outstanding

     20,992,312        19,647,989        20,983,429        18,261,294   
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividend declared per share of common stock

   $ 0.40      $ 0.40      $ 1.20      $ 1.20