Edgar Filing: Apollo Commercial Real Estate Finance, Inc.

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 10-Q

__________________________________

(Mark One)



x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2017



¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 001-34452

__________________________________

Apollo Commercial Real Estate Finance, Inc.

(Exact name of registrant as specified in its charter)

__________________________________



Maryland		27-0467113
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Apollo Commercial Real Estate Finance, Inc.

c/o Apollo Global Management, LLC

9 West 57th Street, 43rd Floor,

New York, New York 10019

(Address of registrant’s principal executive offices)

(212) 515–3200

(Registrant’s telephone number, including area code)

__________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

As of October 31, 2017, there were 107,121,235 shares, par value $0.01, of the registrant’s common stock issued and outstanding.

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	Page
Part I — Financial Information
ITEM 1. Financial Statements	4
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	43
ITEM 4. Controls and Procedures	44
Part II — Other Information
ITEM 1. Legal Proceedings	45
ITEM 1A. Risk Factors	45
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	45
ITEM 3. Defaults Upon Senior Securities	45
ITEM 4. Mine Safety Disclosures	45
ITEM 5. Other Information	45
ITEM 6. Exhibits	45

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Part I — FINANCIAL INFORMATION

ITEM 1. Financial Statements

Apollo Commercial Real Estate Finance, Inc. and Consolidated Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands—except share and per share data)



	September 30, 2017			December 31, 2016
Assets:
Cash	$	140,229		$	200,996
Restricted cash	76			62,457
Securities, at estimated fair value	191,902			331,076
Securities, held-to-maturity	—			146,352
Commercial mortgage loans, held for investment, net	2,218,222			1,641,856
Subordinate loans, held for investment, net	1,340,378			1,051,236
Investment in unconsolidated joint venture	—			22,103
Derivative assets, net	—			5,906
Interest receivable	27,895			19,281
Other assets, net	14,240			1,714
Total Assets	$	3,932,942		$	3,482,977
Liabilities and Stockholders’ Equity
Liabilities:
Borrowings under repurchase agreements (net of deferred financing costs of $10,884 and $6,763 in 2017 and 2016, respectively)	$	1,278,631		$	1,139,803
Convertible senior notes, net	471,911			249,994
Participations sold	—			84,979
Derivative liabilities, net	11,746			—
Accounts payable, accrued expenses and other liabilities	8,852			17,681
Payable to related party	8,309			7,015
Dividends payable	55,916			51,278
Total Liabilities	1,835,365			1,550,750
Commitments and Contingencies (see Note 14)
Stockholders’ Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
Series A preferred stock, 0 and 3,450,000 shares issued and outstanding ($0 and $86,250 aggregate liquidation preference) in 2017 and 2016, respectively	—			35
Series B preferred stock, 8,000,000 shares issued and outstanding ($200,000 aggregate liquidation preference) in 2017 and 2016	80			80
Series C preferred stock, 6,900,000 shares issued and outstanding ($172,500 aggregate liquidation preference) in 2017 and 2016	69			69
Common stock, $0.01 par value, 450,000,000 shares authorized, 105,451,235 and 91,422,676 shares issued and outstanding in 2017 and 2016, respectively	1,055			914
Additional paid-in-capital	2,163,539			1,983,010
Accumulated deficit	(67,166		)	(48,070		)
Accumulated other comprehensive loss	—			(3,811		)
Total Stockholders’ Equity	2,097,577			1,932,227
Total Liabilities and Stockholders’ Equity	$	3,932,942		$	3,482,977

See notes to unaudited condensed consolidated financial statements.

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Apollo Commercial Real Estate Finance, Inc. and Consolidated 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,
	2017			2016			2017			2016
Net interest income:
Interest income from securities	$	2,625		$	8,029		$	9,247		$	23,685
Interest income from securities, held to maturity	—			2,875			4,132			8,597
Interest income from commercial mortgage loans	41,203			27,460			112,690			72,727
Interest income from subordinate loans	47,268			32,207			121,298			89,649
Interest expense	(19,855		)	(17,256		)	(56,089		)	(47,620		)
Net interest income	71,241			53,315			191,278			147,038
Operating expenses:
General and administrative expenses (includes $2,635 and $9,887 of equity based compensation in 2017 and $1,828 and $5,434 of equity compensation in 2016, respectively)	(4,629		)	(8,352		)	(15,587		)	(21,456		)
Management fees to related party	(8,309		)	(5,903		)	(23,484		)	(16,374		)
Total operating expenses	(12,938		)	(14,255		)	(39,071		)	(37,830		)
Income (loss) from unconsolidated joint venture	—			80			(2,847		)	207
Other income	359			309			710			334
Provision for loan losses and impairments	—			—			(5,000		)	(15,000		)
Realized loss on sale of assets	(4,076		)	(225		)	(5,118		)	(225		)
Unrealized gain (loss) on securities	13,488			(9,798		)	11,830			(36,601		)
Foreign currency gain (loss)	7,763			(4,369		)	17,848			(21,926		)
Bargain purchase gain	—			40,021			—			40,021
Gain (loss) on derivative instruments (includes unrealized gains (losses) of ($7,302) and ($17,626) in 2017 and ($10,297) and $1,731 in 2016, respectively)	(7,481		)	4,815			(17,916		)	22,831
Net income	68,356			69,893			151,714			98,849
Preferred dividends	$	(11,148	)	$	(9,310	)	$	(29,768	)	$	(20,985	)
Net income available to common stockholders	57,208			60,583			121,946			77,864
Basic and diluted net income per share of common stock	$	0.54		$	0.83		$	1.23		$	1.11
Basic weighted average shares of common stock outstanding	105,446,704			71,919,549			97,546,437			68,913,362
Diluted weighted average shares of common stock outstanding	106,812,721			72,861,611			98,919,689			69,865,603
Dividend declared per share of common stock	$	0.46		$	0.46		$	1.38		$	1.38

See notes to unaudited condensed consolidated financial statements.

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Apollo Commercial Real Estate Finance, Inc. and Consolidated Subsidiaries

Condensed Consolidated Statement of Comprehensive Income (Unaudited)

(in thousands)



	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Net income available to common stockholders	$	57,208	$	60,583	$	121,946	$	77,864
Foreign currency translation adjustment	—		73		3,811		499
Comprehensive income	$	57,208	$	60,656	$	125,757	$	78,363

See notes to unaudited condensed consolidated financial statements.

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Apollo Commercial Real Estate Finance, Inc. and Consolidated Subsidiaries

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)

(in thousands—except share data)



	Preferred Stock					Common Stock			Additional Paid In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss
	Shares		Par			Shares	Par		Additional Paid In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total
Balance at January 1, 2017	18,350,000		$	184		91,422,676	$	914	$	1,983,010		$	(48,070	)	$	(3,811	)	$	1,932,227
Capital increase related to Equity Incentive Plan	—		—			200,859	3		7,551			—			—			7,554
Issuance of common stock	—		—			13,800,000	138		248,883			—			—			249,021
Redemption of preferred stock	(3,450,000	)	(35		)	—	—		(86,215		)	—			—			(86,250		)
Preferred stock redemption charge	—		—			—	—		3,016			—			—			3,016
Issuance of restricted common stock	—		—			27,700	—		—			—			—			—
Offering costs	—		—			—	—		(120		)	—			—			(120		)
Issuance of convertible senior notes	—		—			—	—		7,414			—			—			7,414
Net income	—		—			—	—		—			151,714			—			151,714
Change in other comprehensive loss	—		—			—	—		—			—			3,811			3,811
Dividends on common stock	—		—			—	—		—			(141,042		)	—			(141,042		)
Dividends on preferred stock	—		—			—	—		—			(29,768		)	—			(29,768		)
Balance at September 30, 2017	14,900,000		$	149		105,451,235	$	1,055	$	2,163,539		$	(67,166	)	$	—		$	2,097,577

See notes to unaudited condensed consolidated financial statements.

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Apollo Commercial Real Estate Finance, Inc. and Consolidated Subsidiaries

Condensed Consolidated Statement of Cash Flows (Unaudited)

(in thousands)



	Nine months ended September 30, 2017			Nine months ended September 30, 2016
Cash flows provided by operating activities:
Net income	$	151,714		$	98,849
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization of discount/premium and PIK interest	(15,491		)	(7,443		)
Amortization of deferred financing costs	4,464			3,199
Equity-based compensation	7,551			2,808
Unrealized (gain) loss on securities	(11,830		)	36,601
Provision for loan losses and impairment	5,000			15,000
Income (loss) from unconsolidated joint venture	2,259			(207		)
Foreign currency (gain) loss	(16,940		)	21,122
Realized (gain) loss on derivative instruments	289			(21,100		)
Unrealized (gain) loss on derivative instruments	17,564			(1,731		)
Realized loss on sale of securities	5,118			225
Bargain purchase gain	—			(40,021		)
Changes in operating assets and liabilities:
Accrued interest receivable, less purchased interest	(27,910		)	(17,638		)
Other assets	(983		)	(121		)
Accounts payable, accrued expenses and other liabilities	(8,623		)	(10,410		)
Payable to related party	1,295			606
Net cash provided by operating activities	113,477			79,739
Cash flows provided by (used in) investing activities:
Funding of commercial mortgage loans	(581,567		)	(548,171		)
Funding of subordinate loans	(475,503		)	(51,921		)
Payments received on commercial mortgage loans	17,062			118,120
Payments received on subordinate loans	221,478			81,524
Origination and exit fees received on commercial mortgage loans and subordinate loans	13,047			7,509
Funding of unconsolidated joint venture	(726		)	(362		)
Funding of other assets	(1,379		)	—
Proceeds (payments) on settlements of derivative instruments	(201		)	21,100
Decrease (Increase) in collateral held related to derivative contracts	(14,262		)	13,110
Proceeds from sale of securities	128,945			86,451
Proceeds from sale of investment in unconsolidated joint venture	24,498			—
Payments received on securities	13,306			22,424
Payments received on securities, held-to-maturity	146,530			5,970
Payments received on other assets	—			107
Proceeds from sale of AMTG assets, net	—			1,474,111
ARI Investment in AMTG, net of cash acquired	—			189,795
Net cash provided by (used in) investing activities	(508,772		)	1,419,767
Cash flows provided by (used in) financing activities:
Proceeds from issuance of common stock	249,021			—
Redemption of Series A preferred stock	(86,250		)	—
Payment of offering costs	(359		)	(45		)
Proceeds from repurchase agreement borrowings	866,548			448,177
Repayments of repurchase agreement borrowings	(727,691		)	(352,914		)
Repayments of AMTG repurchase agreement borrowings	—			(1,254,517		)
Proceeds from issuance of convertible senior notes	227,700			—
Repayments of participations sold	(85,081		)	(3,770		)
Payment of deferred financing costs	(8,585		)	(3,741		)
Dividends on common stock	(136,404		)	(94,625		)
Dividends on preferred stock	(26,752		)	(18,646		)
Net cash provided by (used in) financing activities	272,147			(1,280,081		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(123,148		)	219,425
Cash, cash equivalents, and restricted cash, beginning of period	263,453			97,542
Cash, cash equivalents, and restricted cash, end of period	$	140,305		$	316,967
Supplemental disclosure of cash flow information:
Interest paid	$	44,303		$	47,093
Supplemental disclosure of non-cash investing and financing activities:
Dividend declared, not yet paid	$	55,916		$	46,028
Deferred financing costs, not yet paid	$	—		$	—
Offering costs payable	$	41		$	220
Fair value of assets acquired from AMTG	$	—		$	1,936
Fair value of liabilities assumed from AMTG	$	—		$	(1,285	)
Fair value of common stock issued to AMTG	$	—		$	218
Fair value of preferred stock issued to AMTG	$	—		$	173

See notes to unaudited condensed consolidated financial statements.

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Apollo Commercial Real Estate Finance Inc. and Consolidated Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands—except share and per share data)

Note 1 – Organization

Apollo Commercial Real Estate Finance, Inc. (together with its consolidated subsidiaries, referred to throughout this report as the “Company,” “ARI,” “we,” “us” and “our”) is a corporation that has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and primarily originates, acquires, invests in and manages performing commercial first mortgage loans, subordinate financings, commercial mortgage-backed securities (“CMBS”) and other commercial real estate-related debt investments in the United States. These asset classes are referred to as the Company’s target assets.

The Company, organized in Maryland on June 29, 2009, commenced operations on September 29, 2009 and is externally managed and advised by ACREFI Management, LLC (the “Manager”), an indirect subsidiary of Apollo Global Management, LLC (together with its subsidiaries, “Apollo”).

The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2009. To maintain its tax qualification as a REIT, the Company is required to distribute at least 90% of its taxable income, excluding net capital gains, to stockholders and meet certain other asset, income, and ownership tests.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements include the Company’s accounts and those of its consolidated subsidiaries. All intercompany amounts have been eliminated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company’s most significant estimates include the fair value of financial instruments, loan loss reserves and impairment. Actual results could differ from those estimates.

These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows have been included. The Company's results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year or any other future period.

On August 31, 2016, the Company, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated February 26, 2016 (as amended, the “AMTG Merger Agreement”) acquired Apollo Residential Mortgage, Inc. (“AMTG”). AMTG merged with and into the Company (the “AMTG Merger”) with the Company continuing as the surviving entity. As a result, all operations of AMTG and its former subsidiaries are consolidated with the operations of the Company. As of December 31, 2016 all assets acquired from AMTG were sold.

Under Financial Accounting Standards Board (the “FASB”) ASC Topic 805, “Business Combinations”, or ASC 805, the acquirer in a business combination must recognize, with certain exceptions, the fair values of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes a change in control of the acquired entity. We applied the provisions of ASC 805 in accounting for the Company's acquisition of AMTG. In doing so, we recorded provisional amounts for certain items as of the date of the acquisition, including the fair value of certain assets and liabilities. During the measurement period, a period which shall not exceed one year, the Company retrospectively adjusted the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of such date that, if known, would have affected the measurement of the amounts recognized. See further discussion in "Note 17 - Business Combination."

The Company currently operates in one business segment.

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Recent Accounting Pronouncements

In May 2014, the FASB issued guidance which broadly amends the accounting guidance for revenue recognition. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. The Company does not anticipate that the adoption of this guidance will have a material impact on the Company's condensed consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” or ASU 2014-15. ASU 2014-15 introduces an explicit requirement for management to assess and provide certain disclosures if there is substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 is effective for the annual period ending after December 15, 2016. The Company adopted this guidance and determined that there was no material impact on the Company's condensed consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting (Topic 718),” or ASU 2016-09. ASU 2016-09 requires all income tax effects of share-based payment awards to be recognized in the income statement when the awards vest or are settled. It also allows an employer to repurchase more of an employee’s shares for tax withholding purposes than is permitted under current guidance without triggering liability accounting. Finally, the guidance allows a policy election to account for employee forfeitures as they occur. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted this guidance and determined there was no material impact on the Company's condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326),” or ASU 2016-13. ASU 2016-13 significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance will replace the “incurred loss” approach under existing guidance with an “expected loss” model for instruments measured at amortized cost, and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The guidance is effective for fiscal years beginning after December 15, 2019 and is to be adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently assessing the impact, if any, the guidance will have on the Company's condensed consolidated financial statements when adopted.

In August 2016, the FASB issued ASU 2016-15 “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” or ASU 2016-15. ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The new guidance addresses the classification of various transactions including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, distributions received from equity method investments, beneficial interests in securitization transactions, and others. The Company adopted this guidance in the third quarter of 2016 and determined that there was no material impact on the Company's condensed consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash,” or ASU 2016-18. ASU 2016-18 is intended to clarify how entities present restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash and cash equivalents and restricted cash in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. When cash and cash equivalents and restricted cash are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively. The Company early adopted ASU 2016-18 on June 30, 2017, which changed the Company's condensed consolidated statement of cash flows and related disclosures for all periods presented. The following is a reconciliation of the Company's cash, cash equivalents, and restricted cash to the total presented in the Company's condensed consolidated statement of cash flows for the nine months ended September 30, 2017 and September 30, 2016, respectively:

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	Nine months ended September 30,
	2017		2016
Cash and cash equivalents	$	140,229	$	254,643
Restricted cash	76		62,324
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows	$	140,305	$	316,967

In August 2017, the FASB issued ASU 2017-12 "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” or ASU 2017-12. The intention of ASU 2017-12 is to align an entity’s financial reporting for hedging activities with the economic objectives of those activities. Upon adoption of ASU 2017-12, the cumulative ineffectiveness previously recognized on existing cash flow and net investment hedges will be adjusted and removed from beginning retained earnings and placed in accumulated other comprehensive income (loss). The Company is currently assessing the impact, if any, the guidance will have on the Company's condensed consolidated financial statements when adopted. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 and is applied retroactively.

Note 3 – Fair Value Disclosure

GAAP establishes a hierarchy of valuation techniques based on the observability of the inputs utilized in measuring financial instruments at fair values. Market based or observable inputs are the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy as noted in ASC 820, Fair Value Measurements and Disclosures, are described below:

Level I — Quoted prices in active markets for identical assets or liabilities.

Level II — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level III — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used.

While the Company anticipates that its valuation methods will be appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The Company will use inputs that are current as of the measurement date, which may include periods of market dislocation, during which price transparency may be reduced.

The estimated fair value of the Company's CMBS portfolio is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. The Company believes that these dealers who are usually market makers in these securities utilize various valuation techniques and inputs including, but not limited to, observable trades, discounted cash flow, market yield and duration to price these securities. Broker quotes are only indicative of fair value and may not necessarily represent what the Company would receive in an actual trade for the applicable instrument. Management performs additional analysis on prices received based on broker quotes to validate the prices and adjustments are made as deemed necessary by management to capture current market information. As of December 31, 2016 the estimated fair values of the Company’s securities were based on observable inputs and were classified as Level II in the fair value hierarchy. In June 2017, the Manager determined that, based on illiquidity in the market for these securities, broker quotes lack observable inputs and thus a transfer into Level III in the fair value hierarchy was necessary. Based on this determination, as of June 30, 2017, we have applied Level III classification to these securities. In accordance with GAAP, the Company elects the fair value option for these securities at the date of purchase in order to allow the Company to measure these securities at fair value with the change in estimated fair value included as a component of earnings in order to reflect the performance of the investment in a timely manner.

The estimated fair values of the Company’s derivative instruments are determined using a discounted cash flow analysis on the expected cash flows of each derivative. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The fair values of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts (or payments) that would occur if variable interest rates rise above the strike

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rate of the caps. The variable interest rates used in the calculation of projected cash flows are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The fair values of foreign exchange forwards are determined by comparing the contracted forward exchange rate to the current market exchange rate. The current market exchange rates are determined by using market spot rates, forward rates and interest rate curves for the underlying countries. The Company’s derivative instruments are classified as Level II in the fair value hierarchy.

The following table summarizes the levels in the fair value hierarchy into which the Company’s financial instruments were categorized as of September 30, 2017 and December 31, 2016:



	Fair Value as of September 30, 2017										Fair Value as of December 31, 2016
	Level I		Level II			Level III		Total			Level I		Level II		Level III		Total
CMBS (Fair Value Option)	$	—	$	—		$	191,902	$	191,902		$	—	$	331,076	$	—	$	331,076
Derivative instruments, net	—		(11,746		)	—		(11,746		)	—		5,906		—		5,906
Total	$	—	$	(11,746	)	$	191,902	$	180,156		$	—	$	336,982	$	—	$	336,982

The following is a reconciliation of investments for which Level III inputs were used in determining fair value:



	CMBS
Fair value at December 31, 2016	$	—
Transfers into Level III ⁽¹⁾	254,484
Net realized loss on investments	(4,076		)
Net increase in unrealized gain on investments	13,488
Sales and repayments of investments	(71,073		)
Amortization of purchase discount, net	(921		)
Fair value at September 30, 2017	$	191,902

———————

(1) Transfers into Level III of the fair value hierarchy represent investments that experienced an insignificant level of market activity during the period and were thus valued in the absence of observable inputs. Transfers into Level III of the fair value hierarchy are recorded at the end of the reporting period. In June 2017, the Manager determined that, based on illiquidity in the market for these securities, broker quotes, which are the primary valuation technique used to mark these investments at fair value, lack observable inputs and thus a transfer into Level III was necessary. Based on this determination, as of June 30, 2017, we have applied Level III classification to these securities.

The following table summarizes information about significant unobservable inputs used in the fair value measurement of Level III investments as of September 30, 2017. There were no Level III investments as of December 31, 2016:



			Unobservable Input
Asset Category	Fair Value	Primary Valuation Technique	Input	Range
CMBS	191,902	Broker quotes	Price ⁽¹⁾	63 - 101

———————

(1) A significant increase (decrease) in the unobservable input in isolation would result in significantly higher (lower) fair value measurement.

Note 4 – Securities

At September 30, 2017, all of the Company's CMBS (Fair Value Option) were pledged to secure borrowings under the Company’s master repurchase agreement Deutsche Bank AG ("DB") (the "DB Facility"). The Company's master repurchase agreement with UBS AG, London Branch ("UBS") (the "UBS Facility") matured in September, 2017 and was fully repaid by the Company. See "Note 7 - Borrowings Under Repurchase Agreements" for further information regarding these facilities.

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CMBS (Held-to-Maturity) represents a loan the Company closed during May 2014 that was subsequently contributed to a securitization during August 2014. During May 2014, the Company closed a $155,000 floating-rate whole loan secured by the first mortgage and equity interests in an entity that owns a resort hotel in Aruba. The property consists of 442 hotel rooms, 114 timeshare units, two casinos and approximately 131,500 square feet of retail space. During June 2014, the Company syndicated a $90,000 senior participation in the loan and retained a $65,000 junior participation. The Company evaluated this transaction and concluded that due to its continuing involvement, the transaction should not be accounted for as a sale. During August 2014, both the $90,000 senior participation and the Company's $65,000 junior participation were contributed to a CMBS securitization. In exchange for contributing its $65,000 junior participation, the Company received a CMBS secured solely by the $65,000 junior participation. During May 2017, the loan and associated CMBS (Held-to-Maturity) were fully repaid and the related Securities, held-to-maturity and participation sold line items were removed from the Company's condensed consolidated balance sheet.

The amortized cost and estimated fair value of the Company’s debt securities at September 30, 2017 are summarized as follows:



Security Description	Face Amount		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Estimated Fair Value
CMBS (Fair Value Option)	$	222,522	$	217,242	$	247	$	(25,587	)	$	191,902

During the nine months ended September 30, 2017, the Company sold securities resulting in a net realized loss of $5,118.

The amortized cost and estimated fair value of the Company’s debt securities at December 31, 2016 are summarized as follows:



Security Description	Face Amount		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Estimated Fair Value
CMBS (Fair Value Option)	$	375,861	$	368,247	$	292	$	(37,463	)	$	331,076
CMBS (Held-to-Maturity)	146,530		146,352		—		—			146,352
Total	$	522,391	$	514,599	$	292	$	(37,463	)	$	477,428

During August 2016, the Company sold CMBS with an amortized cost of $86,676 resulting in a net realized loss of $225, which was comprised of realized gains of $90 and realized losses of $315. The sale generated net proceeds of $16,222 after the repayment of $70,229 of borrowings under the DB Facility.

The overall statistics for the Company’s CMBS (Fair Value Option) calculated on a weighted average basis as of September 30, 2017 and December 31, 2016 are as follows:



	September 30, 2017		December 31, 2016
Credit Ratings *	BB-D		B+-NR
Coupon	5.9	%	5.9	%
Yield	4.2	%	6.0	%
Weighted Average Life	2.0 years		2.5 years

-————————


*	Ratings per Fitch Ratings, Moody’s Investors Service or Standard & Poor's.

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The percentage vintage, property type and location of the collateral securing the Company's CMBS (Fair Value Option) calculated on a weighted average basis as of September 30, 2017 and December 31, 2016 are as follows:



Vintage	September 30, 2017		December 31, 2016
2005	—	%	2.0	%
2006	21.2		12.1
2007	57.0		73.5
2008	21.8		12.4
Total	100.0	%	100.0	%



Property Type	September 30, 2017		December 31, 2016
Office	37.8	%	34.6	%
Retail	25.8		29.0
Multifamily	13.6		12.4
Other ⁽¹⁾	22.8		24.0
Total	100.0	%	100.0	%

———————

(1) No other individual category comprises more than 10% of the total.



Location	September 30, 2017		December 31, 2016
South Atlantic	28.3	%	23.8	%
Middle Atlantic	11.9		16.7
Pacific	5.8		15.3
East North Central	16.7		10.8
Other ⁽¹⁾	37.3		33.4
Total	100.0	%	100.0	%

———————

(1) No other individual category comprises more than 10% of the total.

Note 5 – Loans, Held for Investment

The Company’s loans receivable are comprised of the following:



Loan Type	September 30, 2017		December 31, 2016
Commercial mortgage loans, held for investment, net	$	2,218,222	$	1,641,856
Subordinate loans, held for investment, net	1,340,378		1,051,236
Total loans, held for investment, net	$	3,558,600	$	2,693,092

Activity relating to our loans, held for investment portfolio was as follows:



	Principal Balance		Deferred Fees/Other Items ⁽¹⁾		Provision for Loan Loss ⁽²⁾		Carrying Value
December 31, 2016	2,720,344		(12,252	)	(15,000	)	2,693,092
Loan fundings	1,057,070		—		—		1,057,070
Loan repayments	(238,541	)	—		—		(238,541	)
Unrealized gain on foreign currency translation	20,974		—		—		20,974
Provision for loan loss ⁽²⁾	—		—		(1,981	)	(1,981	)
Deferred fees and other items ⁽¹⁾	—		(13,047	)	—		(13,047	)
PIK interest, amortization of fees and other items ⁽¹⁾	19,321		21,712		—		41,033
September 30, 2017	3,579,168		(3,587	)	(16,981	)	3,558,600

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———————

(1) Other items primarily consist of purchase discounts or premiums, exit fees, and deferred origination expenses.

(2) In addition to the $1,981 provision for loan loss, the Company recorded an impairment of $3,019 against a related investment previously recorded under other assets on the Company's condensed consolidated balance sheet.

The following table details overall statistics for our loan portfolio:



	September 30, 2017			December 31, 2016
Number of loans	56			45
Principal balance	$	3,579,168		$	2,720,344
Carrying value	$	3,558,600		$	2,693,092
Unfunded loan commitments⁽¹⁾	$	80,164		$	170,365
Weighted-average cash coupon ⁽²⁾	8.5		%	8.88		%

———————


(1)	Unfunded loan commitments are primarily funded to finance property improvements or lease-related expenditures by the borrowers. These future commitments are funded over the term of each loan, subject in certain cases to an expiration date.


(2)	For floating rate loans, assumes one-month LIBOR of 1.23%and 0.77%, as of September 30, 2017 and December 31, 2016, respectively.

The tables below detail the property type and geographic distribution of the properties securing the loans in our portfolio:



	September 30, 2017			December 31, 2016
Property Type	Carrying Value	% of Portfolio		Carrying Value	% of Portfolio
Residential - for sale	735,551	20.7	%	469,997	17.5	%
Hotel	652,745	18.3	%	408,428	15.2	%
Urban Retail Predevelopment	644,283	18.1	%	491,187	18.2	%
Mixed Use	352,094	9.9	%	134,797	5.0	%
Office	293,093	8.2	%	255,031	9.5	%
Residential Rental	278,117	7.8	%	309,243	11.5	%
Retail Center	197,120	5.5	%	209,401	7.8	%
Healthcare	174,244	4.9	%	170,549	6.3	%
Other	154,017	4.3	%	87,650	3.3	%
Industrial	77,336	2.3	%	156,809	5.7	%
	3,558,600	100.0	%	2,693,092	100.0	%

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	September 30, 2017		December 31, 2016
Geographic Location	Carrying Value	% of Portfolio	Carrying Value	% of Portfolio
Manhattan, NY	$1,246,235	35.0%	$870,914	32.3%
Brooklyn, NY	244,501	6.9%	163,389	6.1%
Northeast	133,979	3.8%	137,770	5.1%
Southeast	530,881	14.9%	332,276	12.3%
Midwest	524,984	14.7%	405,992	15.1%
Mid Atlantic	248,786	7.0%	263,717	9.8%
West	205,274	5.8%	219,664	8.2%
Southwest	33,824	1.0%	54,614	2.0%
United Kingdom	312,159	8.7%	244,756	9.1%
Other International	77,977	2.2%	—	—%
Total	$3,558,600	100%	$2,693,092	100%

The Company evaluates its loans for possible impairment on a quarterly basis. The Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan by loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations are sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the Company considers the overall economic environment, real estate sector and geographic sub-market in which the borrower operates. Such loan loss analyses are completed and reviewed by asset management and finance personnel who utilize various data sources, including (i) periodic financial data such as debt service coverage ratio, property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections and (iii) current credit spreads and discussions with market participants. An allowance for loan loss is established when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan.

During the second quarter of 2017, the Company recorded a loan loss provision of $1,981 on a commercial mortgage loan secured by fully-built, for-sale residential condominium units located in Bethesda, MD. In addition to the $1,981 provision for loan loss, the Company recorded an impairment of $3,019 on a related investment previously recorded under other assets on the Company's condensed consolidated balance sheet. The loan loss provision and impairment were based on the difference between fair value of the underlying collateral, and the carrying value of the loan (prior to the loan loss provision and related impairment). Fair value of the collateral was determined using a discounted cash flow analysis. The significant unobservable inputs used in determining the collateral value were sales price per square foot and discount rate which were an average of $678 dollars per square foot across properties and 15%, respectively. Effective April 1, 2017, the Company ceased accruing all interest associated with the loan and accounts for the loan on a cost-recovery basis (all proceeds are applied towards the loan balance).

During 2016, the Company recorded a loan loss provision of $10,000 on a multifamily commercial mortgage loan and $5,000 on a multifamily subordinate loan secured by a multifamily property located in Williston, ND. The loan loss provision was based on the difference between fair value of the underlying collateral, and the carrying value of the loan (prior to the loan loss provision). Fair value of the collateral was determined using a discounted cash flow analysis. The significant unobservable inputs used in determining the collateral value were terminal capitalization rate and discount rate which were 11% and 10%, respectively. The Company ceased accruing payment in kind ("PIK") interest associated with the loan and recognizing interest income upon receipt of cash.

As of September 30, 2017, the aggregate loan loss provision was $11,981 and $5,000 for commercial mortgage loans and subordinate loans, respectively. As of December 31, 2016, the aggregate loan loss provision was $10,000 and $5,000 for commercial mortgage loans and subordinate loans, respectively.

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For the three and nine months ended September 30, 2017, the Company received pre-payment penalties of $3,590 and $3,998, respectively. For the three and nine months ended September 30, 2016, the Company received pre-payment penalties of $4,000 and $5,225, respectively. The Company records pre-payment penalty income under interest income.

For the three and nine months ended September 30, 2017, the Company recognized PIK interest of $5,309 and $19,323, respectively. For the three and nine months ended September 30, 2016, the Company recognized PIK interest of $5,808 and $15,902, respectively.

Note 6 – Unconsolidated Joint Venture

In September 2014, the Company, through a wholly owned subsidiary, acquired a 59% ownership interest in Champ L.P. (“Champ LP”) following which a wholly-owned subsidiary of Champ LP then acquired a 35% ownership interest in Bremer Kreditbank AG ("BKB"). The Company acquired its ownership interest in Champ LP for an initial purchase price paid at closing of approximately €30,724 (or $39,477). The Company committed to invest up to approximately €38,000 (or $50,000). Champ LP together with certain unaffiliated third party investors, in aggregate, own 100% of BKB.

BKB specializes in corporate banking and financial services for medium-sized German companies. It also provides professional real estate financing, acquisition finance, institutional asset management and private wealth management services for German high-net-worth individuals.

The Company evaluated Champ LP to determine if it met the definition of a variable interest entity ("VIE") in accordance with ASC 810, Consolidation. The Company determined that Champ LP met the definition of a VIE, however, the Company was not the primary beneficiary; therefore, the Company was not required to consolidate the assets and liabilities of the partnership in accordance with the authoritative guidance. Additionally, Champ LP is an Investment Company under GAAP, and is therefore reflected at fair value. The Company's investment in Champ LP was accounted for as an equity method investment and therefore the Company recorded its proportionate share of the net asset value in accordance with ASC 323, Investments - Equity Method and Joint Ventures.

In January 2015, the Company funded an additional investment of €3,331 (or $3,929) related to its investment in Champ LP. In February 2015, the Company sold approximately 48% of its ownership interest in Champ LP at cost to an investment fund managed by Apollo for €16,314 (or $20,794) (of which $2,614 related to foreign exchange losses which were previously included in accumulated other comprehensive loss). In June 2016, the Company transferred €427 of its unfunded commitment to Apollo, reducing its unfunded commitment to Champ LP to €2,802 (or $2,985).

In May 2017, the Company sold its remaining ownership interest in Champ LP to unaffiliated third parties for €21,792 or $24,498, resulting in a loss of $3,305. As of September 30, 2017, the Company had no interest in Champ LP.

Note 7 – Borrowings Under Repurchase Agreements

At September 30, 2017 and December 31, 2016, the Company’s borrowings had the following outstanding balances, maturities and weighted average interest rates:

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	September 30, 2017								December 31, 2016
Lender	Maximum Amount of Borrowings		Borrowings Outstanding			Maturity⁽¹⁾	Weighted Average Rate⁽²⁾		Maximum Amount of Borrowings		Borrowings Outstanding			Maturity ⁽¹⁾	Weighted Average Rate ⁽²⁾
JPMorgan Facility ⁽³⁾	$	1,118,000	$	840,360		March 2020	L+2.27%		$	943,000	$	657,452		January 2019	L+2.25%
DB Repurchase Facility ⁽⁴⁾	565,491		265,658			March 2020	L+2.35%		300,000		137,355			September 2019	L+2.66%
Goldman Loan	34,180		34,180			April 2019	L+3.50%		N/A		40,657			April 2019	L+3.50%
Sub-total	1,717,671		1,140,198				L+2.32%				835,464				L+2.38%

UBS Facility	N/A		N/A			N/A	N/A		N/A		133,899			September 2018	2.79	%
DB Facility ⁽⁵⁾	300,000		149,317			April 2018	3.48	%	N/A		177,203			April 2018	3.63	%
Sub-total	300,000		149,317				3.48	%			311,102				3.27	%

Less: deferred financing costs	N/A		(10,884		)		N/A		N/A		(6,763		)		N/A
Total / Weighted Average	$	2,017,671	$	1,278,631			3.55	%			$	1,139,803			3.18	%

———————

(1) Maturity date assumes all extensions are exercised.

(2) Assumes one-month LIBOR was 1.23% and 0.77% as of September 30, 2017 and December 31, 2016, respectively.

(3) As of September 30, 2017, the Company's master repurchase agreement with JPMorgan Chase Bank, National Association

(the "JPMorgan Facility") provided for maximum total borrowings comprised of the $975,000 repurchase facility and a $143,000 asset specific financing.

(4) As of September 30, 2017, the Company's master repurchase agreement with Deutsche Bank AG, Cayman Islands Branch (the "DB Repurchase Facility") provided for maximum total borrowings comprised of the $450,000 and £45,000 repurchase facility and a $55,200 asset specific financing.

(5) Advances under the DB Facility accrue interest at a per annum pricing rate based on the rate implied by the fixed rate bid under a fixed for floating interest rate swap for the receipt of payments indexed to three-month U.S. dollar LIBOR, plus a financing spread ranging from 2.09% to 2.39% based on the rating of the collateral pledged.

At September 30, 2017, the Company’s borrowings had the following remaining maturities:



	Less than 1 year⁽¹⁾		1 to 3 years⁽¹⁾		3 to 5 years		More than 5 years		Total
JPMorgan Facility	$	166,273	$	674,087	$	—	$	—	$	840,360
DB Repurchase Facility	—		265,658		—		—		265,658
Goldman Loan	—		34,180		—		—		34,180
DB Facility	149,317		—		—		—		149,317
Total	$	315,590	$	973,925	$	—	$	—	$	1,289,515

———————

(1) Assumes underlying assets are financed through the fully extended maturity date of the facility.

At September 30, 2017, the Company’s collateralized financings were comprised of borrowings outstanding under the JPMorgan Facility, the DB Repurchase Facility, the Company's repurchase agreement with Goldman Sachs Bank USA (the "Goldman Loan") and the DB Facility. The table below summarizes the outstanding balances at September 30, 2017, as well as the maximum and average month-end balances for the nine months ended September 30, 2017 for the Company's borrowings under repurchase agreements.



			For the nine months ended September 30, 2017
	Balance at September 30, 2017		Maximum Month-End Balance		Average Month-End Balance
JPMorgan Facility borrowings	$	840,360	$	986,611	$	849,355
DB Repurchase Facility borrowings	265,658		367,010		286,326
Goldman Loan borrowings	34,180		39,590		37,554
DB Facility borrowings	149,317		177,203		136,930
Total	$	1,289,515

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JPMorgan Facility

On March 31, 2017, the Company, through two indirect wholly owned subsidiaries, amended and restated the JPMorgan Facility, which currently provides for maximum total borrowings of $1,118,000, comprised of the $975,000 repurchase facility and a $143,000 asset specific financing, and a term expiring in March 2019 plus a one-year extension option available at the Company's option, subject to certain conditions. Amounts borrowed under the JPMorgan Facility bear interest at spreads ranging from 2.25% to 3.50% over one-month LIBOR. Margin calls may occur any time the aggregate repurchase price exceeds the agreed upon advance rate multiplied by the market value of the assets by more than $250. The Company has agreed to provide a limited guarantee of the obligations of its indirect wholly-owned subsidiaries under the JPMorgan Facility.

As of September 30, 2017, the Company had $840,360 of borrowings outstanding under the JPMorgan Facility secured by certain of the Company's commercial mortgage and subordinate loans.

DB Repurchase Facility

On September 29, 2016, the Company, through indirect wholly-owned subsidiaries, entered into the DB Repurchase Facility which provides for maximum total borrowings of $565,491 comprised of the $450,000 and £45,000 repurchase facility as well as a $55,200 asset specific financing in connection with financing first mortgage loans secured by real estate. The DB Repurchase Facility matures in March 2018 with two one-year extension options available at the Company's option, subject to certain conditions. Amounts borrowed under the DB Repurchase Facility bear interest at spreads ranging from 2.10% to 3.00% over one-month LIBOR. Margin calls may occur any time at specified aggregate margin deficit thresholds. The Company has agreed to provide a guarantee of the obligations of its indirect wholly-owned subsidiaries under this facility.

As of September 30, 2017, the Company had $265,658 (inclusive of £45,000) borrowings outstanding under the DB Repurchase Facility secured by certain of the Company's commercial mortgage loans.

Goldman Loan

On January 26, 2015, the Company, through an indirect wholly-owned subsidiary, entered into the Goldman Loan. The Goldman Loan provides for a purchase price of $34,180 (as of September 30, 2017) and a repurchase date of the earliest of: (1) April 30, 2019, (2) an early repurchase date as a result of repayment or sale of the purchased loan, or (3) an accelerated repurchase date as a result of certain events of default. Subject to the terms and conditions thereof, the Goldman Loan provides for the purchase and sale of certain participation interests in a mortgage loan secured by single-family and condominium properties. Amounts borrowed under the Goldman Loan bear interest at a spread of 3.5% plus one-month LIBOR. In addition, the Goldman Loan provides that margin calls may occur during the continuance of certain credit events if the market value of the mortgaged properties drop below an agreed upon percentage. The Goldman Loan contains affirmative and negative covenants and provisions regarding events of default that are normal and customary for similar repurchase agreements.

As of September 30, 2017, the Company had $34,180 of borrowings outstanding under the Goldman Loan secured by one commercial mortgage loan held by the Company.

UBS Facility

In September 2013, the Company, through an indirect wholly-owned subsidiary, entered into the UBS Facility, which provided that the Company may borrow up to $133,899 in order to finance the acquisition of CMBS. The UBS Facility matured in September 2017 and the Company repaid the outstanding borrowings in full.

DB Facility

In April 2014, the Company, through an indirect wholly-owned subsidiary, entered into the DB Facility, which currently provides that the Company may borrow up to $300,000 in order to finance the acquisition of CMBS. The DB Facility matures in April 2018. Advances under the DB Facility accrue interest at a per annum pricing rate based on the rate implied by the fixed rate bid under a fixed for floating interest rate swap for the receipt of payments indexed to three-month U.S. dollar LIBOR, plus a financing spread ranging from 2.09% to 2.39% based on the rating of the collateral pledged.

The Company posts margin in cash based on the fair value of the underlying collateral. The margin posted is classified as restricted cash on the Company's condensed consolidated balance sheets.

Additionally, the undrawn amount is subject to a 1.8% non-use fee. The DB Facility contains customary terms and conditions for facilities of this type and financial covenants to be met by the Company, including minimum shareholder's equity of 50% of the gross capital proceeds of its initial public offering and any subsequent public or private offerings.

As of September 30, 2017, the Company had $149,317 of borrowings outstanding under the DB Facility secured by CMBS held by the Company.

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The Company was in compliance with the financial covenants under each of its borrowing agreements at September 30, 2017 and December 31, 2016.

Note 8 – Convertible Senior Notes

On March 17, 2014, the Company issued $143,750 aggregate principal amount of 5.50% Convertible Senior Notes due 2019 (the "March 2019 Notes"), for which the Company received net proceeds, after deducting the underwriting discount and estimated offering expense payable by the Company, of approximately $139,037. At September 30, 2017, the March 2019 Notes had a carrying value of $142,251 and an unamortized discount of $1,499.

On August 18, 2014, the Company issued an additional $111,000 aggregate principal amount of 5.50% Convertible Senior Notes due 2019 (the "August 2019 Notes" and together with the March 2019 Notes, the "2019 Notes"), for which the Company received net proceeds, after deducting the underwriting discount and estimated offering expense payable by the Company, of approximately $109,615. At September 30, 2017, the August 2019 Notes had a carrying value of $109,187 and an unamortized discount of $1,813.

On August 21, 2017, the Company issued $230,000 aggregate principal amount of 4.75% Convertible Senior Notes due 2022 (the "August 2022 Notes" and together with the 2019 Notes, the "Notes"), for which the Company received net proceeds, after deducting the underwriting discount and estimated offering expense payable by the Company, of approximately $224,825. At September 30, 2017, the August 2022 Notes had a carrying value of $220,473 and an unamortized discount of $9,527.

The following table summarizes the terms of the Notes.



	Principal Amount	Coupon Rate	Effective Rate ⁽¹⁾	Conversion Rate ⁽²⁾	Maturity Date	Remaining Period of Amortization
March 2019 Notes	$143,750	5.50%	6.25%	57.3034	3/15/2019	1.46 years
August 2019 Notes	$111,000	5.50%	6.50%	57.3034	3/15/2019	1.46 years
August 2022 Notes	$230,000	4.75%	5.72%	50.2260	8/23/2022	4.90 years

———————


(1)	Effective rate includes the effect of the adjustment for the conversion option (see footnote (2) below), the value of which reduced the initial liability and was recorded in additional paid-in-capital.

(2)

The Company has the option to settle any conversions in cash, shares of common stock or a combination thereof. The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of the Notes converted, and includes adjustments relating to cash dividend payments made by the Company to stockholders that have been deferred and carried-forward in accordance with, and are not yet required to be made pursuant to, the terms of the applicable supplemental indenture.

The Company may not redeem the Notes prior to maturity. The closing price of the Company's common stock on September 29, 2017 of $18.11 was greater than the per share conversion price of the 2019 Notes and less than the per share conversion price of the August 2022 Notes. The Company has the intent and ability to settle the Notes in cash and, as a result, the Notes did not have any impact on the Company's diluted earnings per share.

In accordance with ASC 470 the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) is to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. GAAP requires that the initial proceeds from the sale of the Notes be allocated between a liability component and an equity component in a manner that reflects interest expense at the interest rate of similar nonconvertible debt that could have been issued by the Company at such time. The Company measured the fair value of the debt components of the Notes as of their issuance date based on effective interest rates. As a result, the Company attributed approximately $18,859 of the proceeds to the equity component of the Notes ($11,445 to the 2019 Notes and $7,414 to the August 2022 Notes), which represents the excess proceeds received over the fair value of the liability component of the Notes at the date of issuance. The equity component of the Notes has been reflected within additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2017. The resulting debt discount is being amortized over the period during which the Notes are expected to be outstanding (the maturity date) as additional non-cash interest expense. The additional non-cash interest expense attributable to each of the Notes will increase in subsequent reporting periods through the maturity date as the Notes accrete to their par value over the same period.

The aggregate contractual interest expense was approximately $4,717 and $11,722 for the three and nine months ended September 30, 2017, respectively. The aggregate contractual interest expense was approximately $3,503 and $10,508 for the three and nine months ended September 30, 2016, respectively. With respect to the amortization of the discount on the liability component of the Notes as well as the amortization of deferred financing costs, the Company reported additional non-cash interest expense of approximately $1,213 and $3,025 for the three and nine months ended September 30, 2017, respectively. With respect to the

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amortization of the discount on the liability component of the Notes as well as the amortization of deferred financing costs, the Company reported additional non-cash interest expense of approximately $895 and $2,654 for the three and nine months ended September 30, 2016, respectively.

Note 9 – Participations Sold

Participations sold represent the interests in loans the Company originated and subsequently partially sold. The Company presents the participations sold as both assets and non-recourse liabilities because the participation does not qualify as a sale according to ASC 860, Transfers and Servicing. The income earned on the participation sold is recorded as interest income and an identical amount is recorded as interest expense on the Company's condensed consolidated statements of operations.

During January 2015, the Company closed a £34,519 (or $51,996) floating-rate mezzanine loan secured by a portfolio of 44 senior housing facilities located throughout the United Kingdom. During February 2015, the Company closed an additional £20,000 (or $30,672) and participated that balance to an investment fund affiliated with Apollo. During December 2016, the Company qualified for sale accounting with respect to the previous participation sold that was converted to a discrete financial instrument, and therefore deconsolidated the participation sold.

During May 2014, the Company closed a $155,000 floating-rate whole loan secured by the first mortgage and equity interests in an entity that owns a resort hotel in Aruba. During June 2014, the Company syndicated a $90,000 senior participation in the loan and retained a $65,000 junior participation in the loan. During August 2014, both the $90,000 senior participation and the Company's $65,000 junior participation were contributed to a CMBS securitization. In exchange for contributing its $65,000 junior participation, the Company received a CMBS secured solely by the $65,000 junior participation and classified it as CMBS (Held-to-Maturity) on its condensed consolidated financial statements. During May 2017, the loan and associated CMBS (Held-to-Maturity) were fully repaid and the related Securities, held-to-maturity and participation sold line items were removed from the Company's condensed consolidated balance sheet.

Note 10 – Derivative Instruments

The Company uses forward currency contracts to economically hedge interest and principal payments due under its loans denominated in currencies other than U.S. dollars.

The Company has entered into a series of forward contracts to sell an amount of foreign currency (British pound ("GBP")) for an agreed upon amount of U.S. dollars at various dates through April 2018. These forward contracts were executed to economically fix the U.S. dollar amounts of foreign denominated cash flows expected to be received by the Company related to foreign denominated loan investments.

The following table summarizes the Company's non-designated foreign exchange (“Fx”) forwards as of September 30, 2017:



Type of Derivative	September 30, 2017
	Number of Contracts	Aggregate Notional Amount	Notional Currency	Maturity
Fx Contracts - GBP	13	197,401	GBP	October 2017- April 2018

The following table summarizes the Company's non-designated Fx forwards as of December 31, 2016:



Type of Derivative	December 31, 2016
	Number of Contracts	Aggregate Notional Amount	Notional Currency	Maturity
Fx Contracts - GBP	11	148,310	GBP	January 2017- December 2017

The Company has not designated any of its derivative instruments as hedges as defined in ASC 815, Derivatives and Hedging and, therefore, changes in the fair value of the Company's derivative instruments are recorded directly in earnings. The following table summarizes the amounts recognized on the condensed consolidated statements of operations related to the Company’s derivative instruments for the three and nine months ended September 30, 2017 and 2016.

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		Three months ended September 30,						Nine months ended September 30,
	Location of Loss Recognized in Income	2017			2016			2017			2016
Forward currency contract	Gain (loss) on derivative instruments - unrealized	$	(7,308	)	$	(10,304	)	$	(17,629	)	$	1,812
Forward currency contract	Gain (loss) on derivative instruments - realized	(179		)	15,112			(290		)	21,100
Interest rate caps ⁽¹⁾	Gain (loss) on derivative instruments - unrealized	6			7			3			(81		)
Sub-total		$	(7,481	)	$	4,815		$	(17,916	)	$	22,831

Forward currency contract	Income (loss) from unconsolidated joint venture	—			—			(587		)	—
Total		$	(7,481	)	$	4,815		$	(18,503	)	$	22,831

———————

(1) With a notional amount of $41,507 and $46,798 at September 30, 2017 and 2016, respectively.

The following table summarizes the gross asset and liability amounts related to the Company's derivative instruments at September 30, 2017 and December 31, 2016.



	September 30, 2017								December 31, 2016
	Gross Amount of Recognized Liabilities			Gross Amounts Offset in the Condensed Consolidated Balance Sheet		Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheet			Gross Amount of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets Presented in the Consolidated Balance Sheet
Interest rate caps	$	—		$	1	$	1		$	23	$	—	$	23
Forward currency contract	(11,747		)	—		(11,747		)	5,883		—		5,883
Total derivative instruments	$	(11,747	)	$	1	$	(11,746	)	$	5,906	$	—	$	5,906

Note 11 – Related Party Transactions

AMTG Merger

As fully described in "Note 17- Business Combination", in August 2016, the Company acquired AMTG, an entity managed by an affiliate of Apollo.

Management Agreement

In connection with the Company’s initial public offering in September 2009, the Company entered into a management agreement (the “Management Agreement”) with the Manager, which describes the services to be provided by the Manager and its compensation for those services. The Manager is responsible for managing the Company’s day-to-day operations, subject to the direction and oversight of the Company’s board of directors.

Pursuant to the terms of the Management Agreement, the Manager is paid a base management fee equal to 1.5% per annum of the Company’s stockholders’ equity (as defined in the Management Agreement), calculated and payable (in cash) quarterly in arrears.

The current term of the Management Agreement expires on September 29, 2018 and is automatically renewed for successive one-year terms on each anniversary thereafter. The Management Agreement may be terminated upon expiration of the one-year extension term only upon the affirmative vote of at least two-thirds of the Company’s independent directors, based upon (1) unsatisfactory performance by the Manager that is materially detrimental to the Company or (2) a determination that the management fee payable to the Manager is not fair, subject to the Manager’s right to prevent such a termination based on unfair fees by accepting a mutually acceptable reduction of management fees agreed to by at least two-thirds of the Company’s independent directors. The Manager must be provided with written notice of any such termination at least 180 days prior to the expiration of the then existing term and will be paid a termination fee equal to three times the sum of the average annual base management fee during the 24-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. Following a meeting by the Company’s independent

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directors in February 2017, which included a discussion of the Manager’s performance and the level of the management fees thereunder, the Company determined not to seek termination of the Management Agreement.

For the three and nine months ended September 30, 2017, the Company incurred approximately $8,309 and $23,484, respectively, in base management fees under the Management Agreement. For the three and nine months ended September 30, 2016, the Company incurred approximately $5,903 and $16,374, respectively, in base management fees under the Management Agreement. In addition to the base management fee, the Company is also responsible for reimbursing the Manager for certain expenses paid by the Manager on behalf of the Company or for certain services provided by the Manager to the Company. For the three and nine months ended September 30, 2017, the Company paid expenses totaling $37 and $231 respectively, related to reimbursements for certain expenses paid by the Manager on behalf of the Company under the Management Agreement. For the three and nine months ended September 30, 2016, the Company paid expenses totaling $517 and $1,359, respectively, related to reimbursements for certain expenses paid by the Manager on behalf of the Company under the Management Agreement. Expenses incurred by the Manager and reimbursed by the Company are reflected in the respective condensed consolidated statement of operations expense category or the condensed consolidated balance sheet based on the nature of the item.

Included in payable to related party on the condensed consolidated balance sheet at September 30, 2017 and December 31, 2016 are approximately $8,309 and $7,015, respectively, for base management fees incurred but not yet paid under the Management Agreement.

Unconsolidated Joint Venture

In September 2014, the Company, through a wholly owned subsidiary, acquired a 59% ownership interest in Champ LP following which a wholly-owned subsidiary of Champ LP then acquired a 35% ownership interest in BKB. The Company acquired its ownership interest in Champ LP for an initial purchase price paid at closing of approximately €30,724 (or $39,477). The Company committed to invest up to approximately €38,000 (or $50,000).

In January 2015, the Company funded an additional investment of €3,331 (or $3,929) related to its investment in Champ LP. In February 2015, the Company sold approximately 48% of its ownership interest in Champ LP at cost to an account managed by Apollo for approximately €16,314 (or $20,794). In June 2016, the Company transferred €427 of its unfunded commitment to Apollo, reducing its unfunded commitment to Champ LP to €2,802 (or $2,985).

In May 2017, the Company sold its remaining ownership interest in Champ LP, to unaffiliated third parties for €21,792 or $24,498, resulting in a loss of $3,305. As of September 30, 2017, the Company had no interest in Champ LP.

Loans receivable

In June, 2017, the Company increased its outstanding loan commitment through the acquisition of an additional $25,000 of interests in an existing pre-development mezzanine loan from a fund managed by an affiliate of the Manager, increasing the Company's total outstanding loan commitment to $100,000. Furthermore, in September 2017 the Company funded an additional $25,000 to acquire a portion of the same pre-development mezzanine loan from a fund managed by an affiliate of the Manager, increasing the Company's total outstanding loan commitment to $125,000. The pre-development mezzanine loan is for the construction of a residential condominium building in New York, New York and is part of a $300,000 mezzanine loan.

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Note 12 – Share-Based Payments

On September 23, 2009, the Company’s board of directors approved the Apollo Commercial Real Estate Finance, Inc., 2009 Equity Incentive Plan (as amended from time to time, the “LTIP”). The LTIP provides for grants of restricted common stock, restricted stock units ("RSUs") and other equity-based awards up to an aggregate of 7.5% of the issued and outstanding shares of the Company’s common stock (on a fully diluted basis). The LTIP is administered by the compensation committee of the Company’s board of directors (the “Compensation Committee”) and all grants under the LTIP must be approved by the Compensation Committee.

The Company recognized stock-based compensation expense of $2,635 and $9,887, respectively, for the three and nine months ended September 30, 2017, related to restricted stock and RSU vesting. The Company recognized stock-based compensation expense of $1,828 and $5,434, respectively, for the three and nine months ended September 30, 2016, related to restricted common stock and RSU vesting. The following table summarizes the activity related to restricted common stock and RSUs during the nine months ended September 30, 2017:

Type

Date

Restricted Stock

RSUs

Estimated Fair Value
on Grant Date

Initial Vesting

Final Vesting

Outstanding at December 31, 2016

150,110

1,703,775

Canceled upon delivery

January 2017

—

(332,349

)

n/a

Vested

January 2017

(5,161

)

—

n/a

Forfeiture

March 2017

—

(1,971

)

n/a

Vested

April 2017

(5,164

)

n/a

Grant

April 2017

14,674

—

275

April 2018

April 2020

Canceled upon delivery

May 2017

—

(1,971

)

n/a

Vested

July 2017

(4,004

)

n/a

Canceled upon delivery

July 2017

(544

)

n/a

Grant

August 2017

13,026

233

August 2018

Grant

August 2017

790

August 2018

August 2021

Forfeiture

September 2017

(8,273

)

n/a

Outstanding at September 30, 2017

163,481

1,359,457

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Below is a summary of restricted stock and RSU vesting dates as of September 30, 2017.



Vesting Date	Restricted Stock Vesting	RSU Vesting	Total Awards
October 2017	3,997	—	3,997
December 2017	53,923	603,677	657,600
January 2018	2,749	—	2,749
April 2018	7,645	—	7,645
June 2018	—	544	544
July 2018	1,420	—	1,420
October 2018	1,424	—	1,424
December 2018	41,670	477,173	518,843
January 2019	1,419	—	1,419
April 2019	6,314	—	6,314
December 2019	25,000	277,273	302,273
April 2020	4,894	—	4,894
August 2020	—	264	264
Total	163,481	1,359,457	1,522,939

At September 30, 2017, the Company had unrecognized compensation expense of approximately $1,932 and $16,629, respectively, related to the vesting of restricted stock awards and RSUs noted in the table above.

RSU Deliveries

During the nine months ended September 30, 2017, the Company delivered 200,859 shares of common stock for 334,864 vested RSUs. The Company allows RSU participants to settle their tax liabilities with a reduction of their share delivery from the originally granted and vested RSUs. The amount, when agreed to by the participant, results in a cash payment to the Manager related to this tax liability and a corresponding adjustment to additional paid-in-capital on the condensed consolidated statement of changes in stockholders' equity. The adjustment was $2,336 for the nine months ended September 30, 2017, and is included as a reduction of capital increase related to the Company's equity incentive plan in the condensed consolidated statement of changes in stockholders’ equity.

Note 13 – Stockholders’ Equity

The Company's authorized capital stock consists of 450,000,000 shares of common stock, $0.01 par value per share and 50,000,000 shares of preferred stock, $0.01 par value per share. As of September 30, 2017, 105,451,235 shares of common stock were issued and outstanding and there were 8,000,000 shares of 8.00% Fixed-to-Floating Series B Cumulative Redeemable Perpetual Preferred Stock ("Series B Preferred Stock") issued and outstanding and 6,900,000 shares of 8.00% Series C Cumulative Redeemable Perpetual Preferred Stock ("Series C Preferred Stock") issued and

outstanding.

On August 2, 2017, the Company redeemed all 3,450,000 shares of 8.625% Series A Cumulative Redeemable Perpetual Preferred Stock ("Series A Preferred Stock") at $25.00 plus accumulated but unpaid dividends of $0.1079 per share.

Dividends. During 2017, the Company declared the following dividends on its common stock:



Declaration Date	Record Date	Payment Date	Per Share
March 14, 2017	March 31, 2017	April 17, 2017	$0.4600
June 15, 2017	June 30, 2017	July 17, 2017	$0.4600
September 14, 2017	September 29, 2017	October 16, 2017	$0.4600

During 2017, the Company declared the following dividends on its Series A Preferred Stock:

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Declaration Date	Record Date	Payment Date	Per Share
March 14, 2017	March 31, 2017	April 17, 2017	$0.5391
June 15, 2017	June 30, 2017	July 17, 2017	$0.5391
July 3, 2017	August 2, 2017	August 2, 2017	$0.1079

During 2017, the Company declared the following dividends on its Series B Preferred Stock:



Declaration Date	Record Date	Payment Date	Per Share
March 14, 2017	March 31, 2017	April 17, 2017	$0.5000
June 15, 2017	June 30, 2017	July 17, 2017	$0.5000
September 14, 2017	September 29, 2017	October 16, 2017	$0.5000

During 2017, the Company declared the following dividends on its Series C Preferred Stock:



Declaration Date	Record Date	Payment Date	Per Share
March 14, 2017	March 31, 2017	April 28, 2017	$0.5000
June 15, 2017	June 30, 2017	July 31, 2017	$0.5000
September 14, 2017	September 29, 2017	October 31, 2017	$0.5000

Common Stock Offerings. During the second quarter of 2017, the Company completed a follow-on public offering of 13,800,000 shares of its common stock, at a price of $18.05 per share. The aggregate net proceeds from the offering, including proceeds from the sale of the additional shares, were approximately $248,900 after deducting estimated offering expenses.

During the fourth quarter of 2016, the Company completed a follow-on public offering of 10,500,000 shares of its common stock, at a price of $16.97 per share. The aggregate net proceeds from the offering, including proceeds from the sale of the additional shares, were approximately $177,796 after deducting estimated offering expenses.

AMTG Merger. In addition, in 2016 the Company issued common and preferred equity in connection with the AMTG Merger as described in "Note 17 - Business Combination."

Note 14 – Commitments and Contingencies

Legal Proceedings. From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business.

After the announcement of the execution of the AMTG Merger Agreement, two putative class action lawsuits challenging the proposed First Merger (as defined in the AMTG Merger Agreement), captioned Aivasian v. Apollo Residential Mortgage, Inc., et al., No. 24-C-16-001532 and Wiener v. Apollo Residential Mortgage, Inc., et al., No. 24-C-16-001837, were filed in the Circuit Court for Baltimore City, (the “Court”). A putative class and derivative lawsuit was later filed in the Court captioned Crago v. Apollo Residential Mortgage, Inc., No. 24-C-16-002610. Following a hearing on May 6, 2016, the Court entered orders among other things, consolidating the three actions under the caption In Re Apollo Residential Mortgage, Inc. Shareholder Litigation, Case No.: 24-C-16-002610. The plaintiffs have designated the Crago complaint as the operative complaint. The operative complaint includes both direct and derivative claims, names as defendants AMTG, the board of directors of AMTG (the “AMTG Board”), ARI, Arrow Merger Sub Inc., Apollo and Athene Holding Ltd. and alleges, among other things, that the members of the AMTG Board breached their fiduciary duties to the AMTG stockholders and that the other corporate defendants aided and abetted such fiduciary breaches. The operative complaint further alleges, among other things, that the proposed First Merger involves inadequate consideration, was the result of an inadequate and conflicted sales process, and includes unreasonable deal protection devices that purportedly preclude competing offers. It also alleges that the transactions with Athene Holding Ltd. are unfair and that the registration statement on Form S-4 filed with the SEC on April 6, 2016 contains materially misleading disclosures and omits certain material information. The operative complaint seeks, among other things, certification of the proposed class, declaratory relief, preliminary and permanent injunctive relief, including enjoining or rescinding the First Merger, unspecified damages, and an award of other unspecified attorneys’ and other fees and costs. On May 6, 2016, counsel for the plaintiffs filed with the Court a stipulation seeking the appointment of interim co-lead counsel, which stipulation was approved by the Court on June 9, 2016. Defendants’ motions to dismiss have been fully briefed,

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and oral argument was held on December 8, 2016. On August 14, 2017, the Court issued an opinion dismissing the operative complaint in its entirety with prejudice. The time to appeal the order dismissing the lawsuit has expired, and no appeals have been filed.

On January 4, 2017, the United States Department of Justice served a Request for Information and Documents (the “Request”) on the Company, in connection with a preliminary investigation into certain aspects of the Company's former residential real estate portfolio, which the Company acquired in connection with the AMTG Merger and subsequently sold in 2016. The Request seeks a range of information in connection with the residential real estate portfolio, including, among other things, information concerning policies, procedures, and practices related to advertising, marketing, identifying, or acquiring residential properties for sale or rent, and various data for all rental and sales contracts executed since January 1, 2012. The Company is cooperating with the Department of Justice and fully complying with the Request.

Loan Commitments. As described in "Note 5 - Loans, Held for Investment", at September 30, 2017, the Company had $80,164 of unfunded commitments related to its commercial mortgage loan portfolio and subordinate loan portfolio.

Note 15 – Fair Value of Financial Instruments

The following table presents the carrying value and estimated fair value of the Company’s financial instruments not carried at fair value on the condensed consolidated balance sheet at September 30, 2017 and December 31, 2016:



	September 30, 2017						December 31, 2016
	Carrying Value			Estimated Fair Value			Carrying Value			Estimated Fair Value
Cash and cash equivalents	$	140,229		$	140,229		$	200,996		$	200,996
Restricted cash	76			76			62,457			62,457
Securities, held-to-maturity	—			—			146,352			146,352
Commercial mortgage loans	2,218,222			2,235,084			1,641,856			1,648,896
Subordinate loans	1,340,378			1,323,249			1,051,236			1,060,882
Borrowings under repurchase agreements	(1,289,515		)	(1,288,982		)	(1,146,566		)	(1,146,807		)
2019 Notes	(251,438		)	(277,041		)	(249,994		)	(268,124		)
August 2022 Notes	(220,473		)	(234,025		)	—			—
Participations sold	—			—			(84,979		)	(85,072		)

To determine estimated fair values of the financial instruments listed above, market rates of interest, which include credit assumptions, are used to discount contractual cash flows. The estimated fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts. Estimates of fair value for cash and cash equivalents, restricted cash and convertible senior notes, net are measured using observable Level I inputs as defined in "Note 3 - Fair Value Disclosure." Estimates of fair value for all other financial instruments in the table above are measured using significant estimates, or unobservable Level III inputs as defined in "Note 3 - Fair Value Disclosure."

Note 16 – Net Income per Share

ASC 260, Earnings per share, requires the use of the two-class method of computing earnings per share for all periods presented for each class of common stock and participating security as if all earnings for the period had been distributed. Under the two-class method, during periods of net income, the net income is first reduced for dividends declared on all classes of securities to arrive at undistributed earnings. During periods of net losses, the net loss is reduced for dividends declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity.

The remaining earnings are allocated to common stockholders and participating securities to the extent that each security shares in earnings as if all of the earnings for the period had been distributed. Each total is then divided by the applicable number of shares to arrive at basic earnings per share. For the diluted earnings, the denominator includes all outstanding shares of common stock and all potential shares of common stock assumed issued if they are dilutive. The numerator is adjusted for any changes in income or loss that would result from the assumed conversion of these potential shares of common stock.

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The table below presents basic and diluted net (loss) income per share of common stock using the two-class method for the three and nine months ended September 30, 2017 and September 30, 2016:



	For the three months ended September 30,						For the nine months ended September 30,
	2017			2016			2017			2016
Numerator:
Net income	$	68,356		$	69,893		$	151,714		$	98,849
Preferred dividends	(11,148		)	(9,310		)	(29,768		)	(20,985		)
Net income available to common stockholders	57,208			60,583			121,946			77,864
Dividends declared on common stock	(48,507		)	(37,180		)	(139,155		)	(99,182		)
Dividends on participating securities	(625		)	(413		)	(1,884		)	(1,298		)
Net income (loss) attributable to common stockholders	$	8,076		$	22,990		$	(19,093	)	$	(22,616	)
Denominator:
Basic weighted average shares of common stock outstanding	105,446,704			71,919,549			97,546,437			68,913,362
Diluted weighted average shares of common stock outst