0001104659-14-078671.txt : 20141110 0001104659-14-078671.hdr.sgml : 20141110 20141110080053 ACCESSION NUMBER: 0001104659-14-078671 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20141110 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141110 DATE AS OF CHANGE: 20141110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ares Commercial Real Estate Corp CENTRAL INDEX KEY: 0001529377 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 453148087 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35517 FILM NUMBER: 141206604 BUSINESS ADDRESS: STREET 1: ONE NORTH WACKER DRIVE STREET 2: 48TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312.252.7500 MAIL ADDRESS: STREET 1: ONE NORTH WACKER DRIVE STREET 2: 48TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 a14-23131_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported) November 10, 2014

 

ARES COMMERCIAL REAL ESTATE CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

001-35517

 

45-3148087

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

One North Wacker Drive, 48th Floor, Chicago, IL

 

60606

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (312) 252-7500

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02 Results of Operations and Financial Condition.

 

On November 10, 2014, the registrant issued a press release declaring its fourth quarter 2014 dividend and announcing its financial results for the quarter ended September 30, 2014. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

 

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)          Exhibits:

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release, dated November 10, 2014

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

ARES COMMERCIAL REAL ESTATE CORPORATION

 

 

 

 

 

 

Date: November 10, 2014

 

 

 

 

 

 

By:

/s/ Tae-Sik Yoon

 

Name:

Tae-Sik Yoon

 

Title:

Chief Financial Officer

 

3



 

Exhibit Index

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release, dated November 10, 2014

 

4


EX-99.1 2 a14-23131_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

ARES COMMERCIAL REAL ESTATE CORPORATION REPORTS THIRD QUARTER 2014 RESULTS

 

New loan originations of more than $287 million across the platform

 

Net Income of $4.1 million or $0.14 per common share

 

— Subsequent to end of third quarter —

 

Fourth quarter net income estimated to be $0.25 to $0.28 per common share

 

Declared fourth quarter dividend of $0.25 per common share

 

SEPTEMBER 30, 2014 FINANCIAL RESULTS

 

Chicago, IL — November 10, 2014 - Ares Commercial Real Estate Corporation (the “Company,” “ACRE,” “we,” and “our”) (NYSE:ACRE), a specialty finance company primarily engaged in principal lending and mortgage banking of commercial real estate (“CRE”) investments reported net income of $4.1 million or $0.14 per basic and diluted common share and $15.5 million or $0.54 per basic and diluted common share, respectively, for the three and nine months ended September 30, 2014.  In addition, the Company announced that its Board of Directors has declared a fourth quarter 2014 dividend of $0.25 per common share payable on January 15, 2015 to common stockholders of record on December 31, 2014.

 

“While our third quarter earnings were impacted by prepayments within our Principal Lending segment and continued build out of our Mortgage Banking segment, based on current market conditions, we currently expect our earnings per common share to improve materially in the fourth quarter,” said Todd Schuster, President and Chief Executive Officer of ACRE. “Our expectation for improved fourth quarter earnings will be driven by continued capital deployment in our Principal Lending segment and expanded production from our Mortgage Banking segment. In our Mortgage Banking segment specifically, our fourth quarter origination activity is off to a strong start as we benefit from our expanded product suite and a seasonally stronger market, including more than $51 million in new loans already originated in the fourth quarter of 2014.”

 

“Our portfolio and balance sheet remain very well positioned given our emphasis on senior floating rate loans,” said Tae-Sik Yoon, Chief Financial Officer of ACRE. “We are also pleased that we were able to close the MetLife facility, our second facility with City National Bank and our second securitization during the third quarter which provided us with further sources of liquidity.”

 

EXPECTED FOURTH QUARTER 2014 RESULTS

 

For the quarter ending December 31, 2014, the Company is estimating net income per common share to be $0.25 to $0.28. In the Mortgage Banking segment, the Company expects originations of $200 to $250 million in the fourth quarter. The Company’s outlook is based upon management’s current expectations regarding (1) the timing and amount of, and returns on, originations in the Principal Lending and Mortgage Banking segments in the Company’s existing pipeline, (2) the timing and amount of repayments in the Principal Lending segment, (3) the availability and cost, including advance rates, of additional debt capital to fund new investments, (4) interest rate volatility and (5) no additional common equity capital being raised during the quarter. The Company’s estimate of future results is also based on current expectations of market conditions, including but not limited to the level of lending and borrowing spreads, volume of commercial real estate loan volumes and government-sponsored enterprise activity and the judgment of the Company’s management team. There is no guarantee or assurance that such activities will occur as expected or at all.  Projections and forward-looking statements are based on management’s good faith and reasonable assumptions, including the assumptions described herein. Actual events or conditions may differ materially from these assumptions and therefore, actual results may vary significantly.

 

 

1



 

The Company does not currently expect to update the expected future earnings information provided herein or on its earnings webcast/conference call or provide quantitative future earnings information with respect to periods after the quarter ending December 31, 2014.

 

THREE MONTHS ENDED SEPTEMBER 30, 2014 FINANCIAL HIGHLIGHTS

 

Financial Results and Activities:

 

·                  For the three months ended September 30, 2014, net income was $4.1 million or $0.14 per basic and diluted common share, comprised of $4.9 million net income for Principal Lending and $(0.8) million net loss for Mortgage Banking.

·                  For the Principal Lending segment, originations for the three months ended September 30, 2014 totaled $235.5 million in commitments and $182.1 million in outstanding principal with an additional $20.1 million of fundings on existing commitments. Loan repayments totaled $124.8 million in outstanding principal for the three months ended September 30, 2014.

·                  For the Mortgage Banking segment, ACRE Capital LLC (“ACRE Capital”), a wholly owned subsidiary of ACRE, originated $52.0 million in unpaid principal balance during the three months ended September 30, 2014.

 

Capital and Other Activities:

 

·                  On July 30, 2014, the Company and certain of its subsidiaries entered into a $75.0 million revolving credit facility (the “CNB Facility”) with City National Bank (“CNB”). The CNB Facility is used to finance qualifying investments and for other working capital and general corporate needs. The CNB Facility is in addition to the Company’s existing March 2014 $50.0 million secured revolving credit facility with CNB. A subsidiary of Ares Management, L.P. (NYSE: ARES) and an affiliate of the Company’s external manager agreed to provide credit support in connection with the CNB Facility.

·                  On August 13, 2014, the Company and certain of its subsidiaries entered into a $180.0 million revolving master repurchase facility with Metropolitan Life Insurance Company (“MetLife”), pursuant to which the Company may sell, and later repurchase, commercial mortgage loans meeting defined eligibility criteria which are approved by MetLife in its sole discretion.

·                  On August 15, 2014, the Company closed its $308.7 million securitization, ACRE Commercial Mortgage 2014-FL2. At closing, $308.7 million of investment grade bonds were sold to third parties at an initial weighted average coupon of LIBOR+1.445% before expenses.

 

PRINCIPAL LENDING BUSINESS AS OF SEPTEMBER 30, 2014

 

During the third quarter of 2014, the Company originated seven new loans totaling $235.5 million in commitments in its Principal Lending segment.  The seven new loans, all of which are transitional senior mortgage loans, include:

 

·                  a $29.0 million loan collateralized by a mixed-use complex located in New York;

·                  a $16.5 million loan collateralized by a mixed-use complex located in New York;

·                  a $12.8 million loan collateralized by an apartment complex located in Florida;

·                  a $31.5 million loan collateralized by a retail center located in Illinois;

·                  a $43.0 million loan collateralized by an office building located in Florida;

·                  a $69.7 million loan collateralized by a mixed-use building located in Illinois;  and

·                  a $33.0 million loan collateralized by an apartment complex located in New York.

 

At September 30, 2014, the Company had originated or co-originated 43 loans, excluding 10 loans totaling $292.8 million in outstanding principal that were repaid since inception, totaling approximately $1.4 billion in commitments with outstanding principal of $1.2 billion.

 

2



 

Portfolio Interest Rate and Duration Summary:

 

(amounts in millions, except percentages)

 

 

 

September 30, 2014

 

 

 

Carrying
Amount (1)

 

Outstanding 
Principal (1)

 

Weighted 
Average Interest
Rate

 

Weighted 
Average 
Unleveraged 
Effective Yield (2)

 

Weighted 
Average 
Remaining 
Life (Years)

 

Senior mortgage loans

 

$1,102.5

 

$1,110.3

 

4.6%

 

5.1%

 

2.3

 

Subordinated debt and preferred equity investments

 

135.8

 

137.0

 

9.8%

 

10.2%

 

3.8

 

Total

 

$1,238.3

 

$1,247.3

 

5.1%

 

5.6%

 

2.5

 

 


(1) The difference between the Carrying Amount and the Outstanding Principal face amount of the loans held for investment consists of unamortized purchase discount, deferred loan fees and loan origination costs.

(2) Unleveraged Effective Yield is the compounded effective rate of return that would be earned over the life of the investment based on the contractual interest rate (adjusted for any deferred loan fees, costs, premium or discount) and assumes no dispositions, early prepayments or defaults. The Total Weighted Average Unleveraged Effective Yield is calculated based on the average of Unleveraged Effective Yield of all loans held by the Company as of September 30, 2014 as weighted by the Outstanding Principal balance of each loan.

 

As of September 30, 2014, 95% of the investment portfolio consisted of floating rate loans (as measured by outstanding principal).

 

Portfolio Diversification Summary as of September 30, 2014:

 

(amounts in millions, except percentages)

 

PROPERTY TYPE

 

 

 

Outstanding 
Principal

 

% of Portfolio

 

Multifamily

 

$550.6

 

44%

 

Office

 

391.3

 

31%

 

Industrial

 

109.3

 

9%

 

Retail

 

99.0

 

8%

 

Mixed-use

 

97.1

 

8%

 

Total

 

$1,247.3

 

100%

 

 

GEOGRAPHIC MIX

 

 

 

Outstanding 
Principal

 

% of Portfolio

 

Southeast

 

$338.9

 

27%

 

Southwest

 

227.9

 

18%

 

Midwest

 

306.9

 

25%

 

West

 

188.8

 

15%

 

Mid-Atlantic/Northeast

 

184.8

 

15%

 

Total

 

$1,247.3

 

100%

 

 

MORTGAGE BANKING BUSINESS (ACRE CAPITAL) AS OF SEPTEMBER 30, 2014

 

For the three months ended September 30, 2014, ACRE Capital originated $52.0 million in unpaid principal balance of Fannie Mae Delegated Underwriting and Servicing (“Fannie Mae”) loans.

 

3



 

As of September 30, 2014, the Company’s multifamily servicing portfolio consisted of 995 loans with an unpaid principal balance of $4.0 billion. The carrying value of the Company’s mortgage servicing rights (“MSRs”) was $59.6 million at September 30, 2014.

 

On August 5, 2014, ACRE Capital was approved and granted a license by the Federal Home Loan Mortgage Corporation (“Freddie Mac”) as a Program Plus® seller/servicer for multifamily loans.  On August 25, 2014, ACRE Capital entered into a MSR purchase agreement (the “Purchase Agreement”) with a third party. Under the Purchase Agreement, ACRE Capital agreed to purchase the rights to service a portfolio of 46 Freddie Mac multifamily mortgage loans with a total unpaid principal balance of approximately $370.6 million. On September 16, 2014, ACRE Capital completed the acquisition of the servicing portfolio and legal ownership of the MSRs was transferred to ACRE Capital.

 

RECENT DEVELOPMENTS

 

On October 9, 2014, the Company originated a $17.3 million transitional first mortgage loan on an apartment building located in New York City.  At closing, the outstanding principal balance was approximately $13.7 million. The loan has an interest rate of LIBOR + 3.85% (plus origination and exit fees) subject to a 0.15% LIBOR floor and a term of three years.

 

On October 23, 2014, the Company originated a $35.0 million transitional first mortgage loan on an office building located in Portland, Oregon. At closing, the outstanding principal balance was approximately $27.4 million. The loan has an interest rate of LIBOR + 3.75% (plus origination and exit fees) subject to a 0.25% LIBOR floor and a term of four years.

 

On November 3, 2014, the Company originated a $21.0 million transitional first mortgage loan on an office building located in Denver, Colorado. At closing, the outstanding principal balance was approximately $16.8 million. The loan has an interest rate of LIBOR + 3.95% (plus origination and exit fees) subject to a 0.15% LIBOR floor and a term of three years.

 

On November 7, 2014, the Company and its Manager entered into a second amendment to the Management Agreement, effective as of September 30, 2014, under which its Manger has agreed not to seek reimbursement of restricted costs in excess of $1.0 million per quarter for the quarterly period ended September 30, 2014 and the quarterly period ending December 31, 2014.

 

Subsequent to the quarter ended September 30, 2014, ACRE Capital rate-locked three Fannie Mae loans totaling $47.9 million in unpaid principal balance and one U.S. Department of Housing and Urban Development loan totaling $3.4 million in unpaid principal balance.

 

On November 10, 2014, the Company declared a cash dividend of $0.25 per common share for the fourth quarter of 2014. The fourth quarter 2014 dividend is payable on January 15, 2015 to common stockholders of record as of December 31, 2014.

 

INVESTMENT CAPACITY AND LIQUIDITY

 

As of November 7, 2014, the Company expects to have approximately $80 million in capital, either in cash or in approved but undrawn capacity under the Company’s funding facilities.  After holding in reserve $10 million in liquidity requirements, the Company expects to have approximately $70 million in capital available to fund additional loans, outstanding commitments on the Company’s existing loans and for other working capital purposes.  Assuming that the Company uses such amount as capital to make new investments and leverages such amount under its facilities at a debt-to-equity ratio in the range of 2:1 to 3:1, the Company has the capacity to fund $210 million to $280 million of additional senior loan investments.

 

As of November 7, 2014, the total unfunded commitments for the Company’s existing loans held for investment were approximately $174 million.  In addition, borrowings under the Company’s funding facilities were approximately $406 million (excluding warehouse lines of credit in connection with the Company’s Mortgage Banking segment), debt issued in the form of commercial mortgage-backed securities was approximately $219 million, debt issued in the form of collateralized loan obligations was approximately $309 million, respectively, and debt issued in the form of convertible senior notes was approximately $69 million.

 

THIRD QUARTER 2014 DIVIDEND

 

On August 6, 2014, the Company declared a cash dividend of $0.25 per common share for the third quarter of 2014. The third quarter 2014 dividend was paid on October 15, 2014 to common stockholders of record as of September 30, 2014.

 

CONFERENCE CALL AND WEBCAST INFORMATION

 

On Monday, November 10, 2014, the Company invites all interested persons to attend its webcast/conference call at 11:00 a.m. (Eastern Time) to discuss its third quarter 2014 financial results. Please visit the Investor Resources section of Ares Commercial Real Estate Corporation’s website for a slide presentation that complements the earnings conference call.

 

All interested parties are invited to participate via telephone or the live webcast, which will be hosted on a webcast link located on the Home page of the Investor Resources section of the Company’s website at http://www.arescre.com. Please visit the website to test your connection before the webcast. Domestic callers can access the conference call by dialing (888)-317-6003. International callers can access the conference call by dialing +1(412)-317-6061. All callers will need to enter the Participant Elite Entry Number 3368777 followed by the # sign and reference “Ares Commercial Real Estate

 

4



 

Corporation” once connected with the operator. All callers are asked to dial in 10-15 minutes prior to the call so that name and company information can be collected. For interested parties, an archived replay of the call will be available through November 24, 2014 at 5:00 p.m. (Eastern Time) to domestic callers by dialing (877)-344-7529 and to international callers by dialing +1(412)-317-0088. For all replays, please reference conference number 10053849. An archived replay will also be available through November 24, 2014 on a webcast link located on the Home page of the Investor Resources section of the Company’s website.

 

ABOUT ARES COMMERCIAL REAL ESTATE CORPORATION

 

Ares Commercial Real Estate Corporation is a specialty finance company primarily engaged in principal lending and mortgage banking of commercial real estate investments. Through its national direct origination platform, Ares Commercial Real Estate Corporation provides a broad offering of flexible financing solutions for commercial real estate owners and operators. Through ACRE Capital LLC, its Mortgage Banking segment, it originates and services multifamily residential mortgage loans, senior housing and healthcare facilities by utilizing the platforms of Fannie Mae and governmental agencies. Ares Commercial Real Estate Corporation elected and qualified to be taxed as a real estate investment trust and is externally managed by a subsidiary of Ares Management, L.P. (NYSE: ARES), a publicly traded, global alternative asset manager with approximately $79 billion of assets under management as of June 30, 2014. For more information, please visit www.arescre.com. The contents of such website are not, and should not be deemed to be, incorporated by reference herein.

 

FORWARD-LOOKING STATEMENTS

 

Statements included herein or on the webcast / conference call, including the Company’s estimated earnings per share for the fourth quarter, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities and Exchange Act of 1934, as amended, which relate to future events or the Company’s future performance or financial condition.  These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties.  Actual results could differ materially from those in the forward-looking statements as a result of a number of factors, including the returns on current and future investments, rates of repayments and prepayments on the Company’s mortgage loans, availability of investment opportunities, the Company’s ability to originate additional investments and completion of pending investments, the availability of capital, the availability and cost of financing, market trends and conditions in the Company’s industry and the general economy, the level of lending and borrowing spreads, commercial real estate loan volumes, government-sponsored enterprise activity and other risks described from time to time in the Company’s filings with the Securities and Exchange Commission.  Any forward-looking statement, including any contained herein, speaks only as of the time of this release and Ares Commercial Real Estate Corporation undertakes no duty to update any forward-looking statements made herein or on the webcast/conference call, including with respect to the Company’s estimated earnings per share for the fourth quarter.  Projections and forward-looking statements are based on management’s good faith and reasonable assumptions, including the assumptions described herein.

 

AVAILABLE INFORMATION

 

Ares Commercial Real Estate Corporation’s filings with the Securities and Exchange Commission, press releases, earnings releases and other financial information are available on its website at www.arescre.com.  The contents of such website are not and should not be deemed to be incorporated by reference herein.

 

CONTACTS

 

Carl Drake or John Stilmar

Ares Commercial Real Estate Corporation

888-818-5298

 

5



 

ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

 

 

 

As of

 

 

 

September 30, 2014

 

December 31, 2013

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

11,448

 

$

20,100

 

Restricted cash

 

24,080

 

16,954

 

Loans held for investment ($688,165 and $493,783 related to consolidated VIEs, respectively)

 

1,238,292

 

958,495

 

Loans held for sale, at fair value

 

24,712

 

89,233

 

Mortgage servicing rights, at fair value

 

59,614

 

59,640

 

Other assets ($2,634 and $2,552 of interest receivable related to consolidated VIEs, respectively; $8,411 of other receivables related to consolidated VIEs as of September 30, 2014)

 

44,332

 

32,493

 

Total assets

 

$

1,402,478

 

$

1,176,915

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Secured funding agreements

 

$

341,991

 

$

264,419

 

Warehouse lines of credit

 

17,544

 

 

Convertible notes

 

68,240

 

67,815

 

Commercial mortgage-backed securitization debt (consolidated VIE)

 

219,043

 

395,027

 

Collateralized loan obligation securitization debt (consolidated VIE)

 

308,703

 

 

Allowance for loss sharing

 

13,322

 

16,480

 

Due to affiliate

 

2,654

 

2,796

 

Dividends payable

 

7,151

 

7,127

 

Other liabilities ($469 and $384 of interest payable related to consolidated VIEs, respectively)

 

22,791

 

17,035

 

Total liabilities

 

1,001,439

 

770,699

 

 

 

 

 

 

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, par value $0.01 per share, 450,000,000 shares authorized at September 30, 2014 and December 31, 2013, 28,604,798 and 28,506,977 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively

 

284

 

284

 

Additional paid-in capital

 

420,182

 

419,405

 

Accumulated deficit

 

(19,427

)

(13,473

)

Total stockholders’ equity

 

401,039

 

406,216

 

Total liabilities and stockholders’ equity

 

$

1,402,478

 

$

1,176,915

 

 

6



 

ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

 

 

 

For the three months ended 
September 30,

 

For the nine months ended 
September 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

Net interest margin:

 

 

 

 

 

 

 

 

 

Interest income from loans held for investment

 

$

17,967

 

$

10,695

 

$

50,854

 

$

25,494

 

Interest expense

 

(8,010

)

(1,995

)

(19,917

)

(5,260

)

Net interest margin

 

9,957

 

8,700

 

30,937

 

20,234

 

 

 

 

 

 

 

 

 

 

 

Mortgage banking revenue:

 

 

 

 

 

 

 

 

 

Servicing fees, net

 

3,898

 

1,361

 

12,694

 

1,361

 

Gains from mortgage banking activities

 

2,693

 

3,326

 

9,525

 

3,326

 

Provision for loss sharing

 

285

 

32

 

1,346

 

32

 

Change in fair value of mortgage servicing rights

 

(1,798

)

(858

)

(5,533

)

(858

)

Mortgage banking revenue

 

5,078

 

3,861

 

18,032

 

3,861

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of loans

 

 

 

680

 

 

Total revenue

 

15,035

 

12,561

 

49,649

 

24,095

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Other interest expense

 

1,855

 

1,646

 

5,298

 

4,696

 

Management fees to affiliate

 

1,475

 

1,487

 

4,445

 

2,744

 

Professional fees

 

635

 

675

 

2,663

 

1,741

 

Compensation and benefits

 

4,704

 

1,765

 

13,235

 

1,765

 

Acquisition and investment pursuit costs

 

 

2,052

 

20

 

3,813

 

General and administrative expenses

 

2,437

 

994

 

7,256

 

1,930

 

General and administrative expenses reimbursed to affiliate

 

1,000

 

1,000

 

3,000

 

2,610

 

Total expenses

 

12,106

 

9,619

 

35,917

 

19,299

 

Changes in fair value of derivatives

 

 

 

 

1,739

 

Income from operations before gain on acquisition and income taxes

 

2,929

 

2,942

 

13,732

 

6,535

 

Gain on acquisition

 

 

4,438

 

 

4,438

 

Income before income taxes

 

2,929

 

7,380

 

13,732

 

10,973

 

Income tax expense (benefit)

 

(1,173

)

496

 

(1,764

)

496

 

Net income

 

$

4,102

 

$

6,884

 

$

15,496

 

$

10,477

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per common share

 

$

0.14

 

$

0.25

 

$

0.54

 

$

0.66

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic weighted average shares of common stock outstanding

 

28,464,613

 

27,976,562

 

28,453,719

 

15,806,777

 

Diluted weighted average shares of common stock outstanding

 

28,604,798

 

28,027,719

 

28,582,353

 

15,853,425

 

Dividends declared per share of common stock

 

$

0.25

 

$

0.25

 

$

0.75

 

$

0.75

 

 

7



 

ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES

AS OF SEPTEMBER 30, 2014

BALANCE SHEET SEGMENT INFORMATION

(in thousands)

 

 

 

Principal
Lending

 

Mortgage 
Banking

 

Total

 

Cash and cash equivalents

 

$

10,667

 

$

781

 

$

11,448

 

Restricted cash

 

8,756

 

15,324

 

24,080

 

Loans held for investment

 

1,238,292

 

 

1,238,292

 

Loans held for sale, at fair value

 

 

24,712

 

24,712

 

Mortgage servicing rights, at fair value

 

 

59,614

 

59,614

 

Other assets

 

29,190

 

15,142

 

44,332

 

Total Assets

 

$

1,286,905

 

$

115,573

 

$

1,402,478

 

 

8



 

ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES

THREE MONTHS ENDED SEPTEMBER 30, 2014

SEGMENT INCOME STATEMENT

(in thousands)

 

 

 

Principal 
Lending

 

Mortgage 
Banking

 

Total

 

Net interest margin:

 

 

 

 

 

 

 

Interest income from loans held for investment

 

$

17,967

 

$

 

$

17,967

 

Interest expense

 

(8,010

)

 

(8,010

)

Net interest margin

 

9,957

 

 

9,957

 

 

 

 

 

 

 

 

 

Mortgage banking revenue:

 

 

 

 

 

 

 

Servicing fees, net

 

 

3,898

 

3,898

 

Gains from mortgage banking activities

 

 

2,693

 

2,693

 

Provision for loss sharing

 

 

285

 

285

 

Change in fair value of mortgage servicing rights

 

 

(1,798

)

(1,798

)

Mortgage banking revenue

 

 

5,078

 

5,078

 

 

 

 

 

 

 

 

 

Total revenue

 

9,957

 

5,078

 

15,035

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Other interest expense

 

1,605

 

250

(1)

1,855

 

Management fees to affiliate

 

1,356

 

119

 

1,475

 

Professional fees

 

454

 

181

 

635

 

Compensation and benefits

 

 

4,704

 

4,704

 

General and administrative expenses

 

754

 

1,683

 

2,437

 

General and administrative expenses reimbursed to affiliate

 

865

 

135

 

1,000

 

Total expenses

 

5,034

 

7,072

 

12,106

 

Income from operations before income taxes

 

4,923

 

(1,994

)

2,929

 

Income tax expense (benefit)

 

3

 

(1,176

)

(1,173

)

Net income

 

$

4,920

 

$

(818

)

$

4,102

 

 


(1) Other interest expense does not include interest expense related to the intercompany note between the two business segments presented, Mortgage Banking (conducted through ACRE Capital Holdings LLC) as borrower and Principal Lending (conducted through the Company) as lender.  As such interest expense is related to an intercompany note, it is eliminated in the consolidated financial statements of the Company.  If interest expense related to the intercompany note were included, other interest expense and net loss would have been $1.2 million and $1.8 million, respectively, for Mortgage Banking.

 

9



 

ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES

NINE MONTHS ENDED SEPTEMBER 30, 2014

SEGMENT INCOME STATEMENT

(in thousands)

 

 

 

Principal 
Lending

 

Mortgage 
Banking

 

Total

 

Net interest margin:

 

 

 

 

 

 

 

Interest income from loans held for investment

 

$

50,854

 

$

 

$

50,854

 

Interest expense

 

(19,917

)

 

(19,917

)

Net interest margin

 

30,937

 

 

30,937

 

 

 

 

 

 

 

 

 

Mortgage banking revenue:

 

 

 

 

 

 

 

Servicing fees, net

 

 

12,694

 

12,694

 

Gains from mortgage banking activities

 

 

9,525

 

9,525

 

Provision for loss sharing

 

 

1,346

 

1,346

 

Change in fair value of mortgage servicing rights

 

 

(5,533

)

(5,533

)

Mortgage banking revenue

 

 

18,032

 

18,032

 

 

 

 

 

 

 

 

 

Gain on sale of loans

 

680

 

 

680

 

Total revenue

 

31,617

 

18,032

 

49,649

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Other interest expense

 

4,737

 

561

(1)

5,298

 

Management fees to affiliate

 

4,092

 

353

 

4,445

 

Professional fees

 

1,902

 

761

 

2,663

 

Compensation and benefits

 

 

13,235

 

13,235

 

Acquisition and investment pursuit costs

 

20

 

 

20

 

General and administrative expenses

 

2,230

 

5,026

 

7,256

 

General and administrative expenses reimbursed to affiliate

 

2,547

 

453

 

3,000

 

Total expenses

 

15,528

 

20,389

 

35,917

 

Income from operations before income taxes

 

16,089

 

(2,357

)

13,732

 

Income tax expense (benefit)

 

237

 

(2,001

)

(1,764

)

Net income

 

$

15,852

 

$

(356

)

$

15,496

 

 


(1) Other interest expense does not include interest expense related to the intercompany note between the two business segments presented, Mortgage Banking (conducted through ACRE Capital Holdings LLC) as borrower and Principal Lending (conducted through the Company) as lender.  As such interest expense is related to an intercompany note, it is eliminated in the consolidated financial statements of the Company.  If interest expense related to the intercompany note were included, other interest expense and net loss would have been $3.3 million and $3.1 million, respectively, for Mortgage Banking.

 

10


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