Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-32136
Arbor Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland
20-0057959
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)
333 Earle Ovington Boulevard, Suite 900 Uniondale, NY (Address of principal executive offices)
11553 (Zip Code)
(Registrant’s telephone number, including area code): (516) 506-4200
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 o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
Accelerated filer x
Large accelerated filer
o
Smaller reporting company o
Non-accelerated filer
Emerging growth company o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common stock, $0.01 par value per share: 75,684,964 outstanding as of October 26, 2018.
INDEX
PART I. FINANCIAL INFORMATION
2
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets
Consolidated Statements of Income
3
Consolidated Statements of Comprehensive Income
4
Consolidated Statement of Changes in Equity
5
Consolidated Statements of Cash Flows
6
Notes to Consolidated Financial Statements
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
48
Item 3. Quantitative and Qualitative Disclosures about Market Risk
62
Item 4. Controls and Procedures
63
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 6. Exhibits
Signatures
65
Forward-Looking Statements
The information contained in this quarterly report on Form 10-Q is not a complete description of our business or the risks associated with an investment in Arbor Realty Trust, Inc. We urge you to carefully review and consider the various disclosures made by us in this report.
This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, among other things, the operating performance of our investments and financing needs. We use words such as “anticipate,” “expect,” “believe,” “intend,” “should,” “will,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from forecasted results. Factors that could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in economic conditions generally and the real estate market specifically; adverse changes in our status with government-sponsored enterprises affecting our ability to originate loans through such programs; changes in interest rates; the quality and size of the investment pipeline and the rate at which we can invest our cash; impairments in the value of the collateral underlying our loans and investments; changes in federal and state laws and regulations, including changes in tax laws; the availability and cost of capital for future investments; and competition. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this report. The factors noted above could cause our actual results to differ significantly from those contained in any forward-looking statement.
Additional information regarding these and other risks and uncertainties we face is contained in our annual report on Form 10-K for the year ended December 31, 2017 (the “2017 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on February 23, 2018 and in our other reports and filings with the SEC.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this report to conform these statements to actual results.
i
Item 1. Financial Statements
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands, except share and per share data)
September 30,
December 31,
2018
2017
(Unaudited)
Assets:
Cash and cash equivalents
$
92,598
104,374
Restricted cash
202,736
139,398
Loans and investments, net
3,097,689
2,579,127
Loans held-for-sale, net
500,281
297,443
Capitalized mortgage servicing rights, net
259,401
252,608
Securities held-to-maturity, net
50,520
27,837
Investments in equity affiliates
22,101
23,653
Real estate owned, net
14,563
16,787
Due from related party
97,505
688
Goodwill and other intangible assets
117,565
121,766
Other assets
79,301
62,264
Total assets
4,534,260
3,625,945
Liabilities and Equity:
Credit facilities and repurchase agreements
1,169,586
528,573
Collateralized loan obligations
1,592,089
1,418,422
Debt fund
68,099
68,084
Senior unsecured notes
122,358
95,280
Convertible senior unsecured notes, net
263,653
231,287
Junior subordinated notes to subsidiary trust issuing preferred securities
140,084
139,590
Related party financing
—
50,000
Due to related party
538
Due to borrowers
77,006
99,829
Allowance for loss-sharing obligations
33,405
30,511
Other liabilities
100,970
99,813
Total liabilities
3,567,788
2,761,389
Commitments and contingencies (Note 14)
Equity:
Arbor Realty Trust, Inc. stockholders’ equity:
Preferred stock, cumulative, redeemable, $0.01 par value: 100,000,000 shares authorized; special voting preferred shares; 20,653,584 and 21,230,769 shares issued and outstanding, respectively; 8.25% Series A, $38,788 aggregate liquidation preference; 1,551,500 shares issued and outstanding; 7.75% Series B, $31,500 aggregate liquidation preference; 1,260,000 shares issued and outstanding; 8.50% Series C, $22,500 aggregate liquidation preference; 900,000 shares issued and outstanding
89,508
Common stock, $0.01 par value: 500,000,000 shares authorized; 75,684,964 and 61,723,387 shares issued and outstanding, respectively
757
617
Additional paid-in capital
785,364
707,450
Accumulated deficit
(78,316
)
(101,926
Accumulated other comprehensive income
176
Total Arbor Realty Trust, Inc. stockholders’ equity
797,313
695,825
Noncontrolling interest
169,159
168,731
Total equity
966,472
864,556
Total liabilities and equity
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
Interest income
67,500
42,140
178,408
110,133
Interest expense
39,548
23,850
110,819
63,698
Net interest income
27,952
18,290
67,589
46,435
Other revenue:
Gain on sales, including fee-based services, net
17,451
17,126
51,266
55,127
Mortgage servicing rights
25,216
18,897
62,787
56,182
Servicing revenue, net
14,244
8,520
34,662
19,923
Property operating income
2,651
2,668
8,525
8,755
Other income, net
(3,982
778
(1,574
(931
Total other revenue
55,580
47,989
155,666
139,056
Other expenses:
Employee compensation and benefits
27,775
25,194
84,084
66,861
Selling and administrative
9,994
7,607
27,783
23,136
Property operating expenses
2,437
2,583
8,089
7,843
Depreciation and amortization
1,848
1,829
5,539
5,542
Impairment loss on real estate owned
2,000
2,700
Provision for loss sharing (net of recoveries)
2,019
(2,617
2,840
(405
Provision for loan losses (net of recoveries)
836
(967
(457
Litigation settlement gain
(10,170
Management fee - related party
6,673
Total other expenses
34,739
36,596
119,198
111,893
Income before extinguishment of debt, (loss) income from equity affiliates and income taxes
48,793
29,683
104,057
73,598
(Loss) gain on extinguishment of debt
(4,960
7,116
(Loss) income from equity affiliates
(1,028
996
1,104
1,756
Provision for income taxes
(5,381
(6,708
(1,096
(16,244
Net income
37,424
23,971
99,105
66,226
Preferred stock dividends
1,888
5,665
Net income attributable to noncontrolling interest
7,799
5,662
22,347
16,597
Net income attributable to common stockholders
27,737
16,421
71,093
43,964
Basic earnings per common share
0.37
0.27
1.05
0.78
Diluted earnings per common share
0.36
0.26
1.03
0.77
Weighted average shares outstanding:
Basic
74,802,582
61,582,796
67,490,132
56,602,504
Diluted
98,435,964
83,918,117
91,133,607
78,942,919
Dividends declared per common share
0.25
0.18
0.71
0.53
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in thousands)
Unrealized loss on securities available-for-sale, at fair value
(235
(353
Reclassification of net unrealized gains on available-for-sale securities into accumulated deficit (Note 2)
(176
Reclassification of net realized loss on derivatives designated as cash flow hedges into earnings
237
Comprehensive income
23,736
98,929
66,110
Less:
Comprehensive income attributable to noncontrolling interest
5,602
22,303
16,574
Comprehensive income attributable to common stockholders
16,246
70,961
43,871
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited)
($ in thousands, except shares)
Nine Months Ended September 30, 2018
Preferred Stock Shares
Preferred Stock Value
Common Stock Shares
Common Stock Par Value
Additional Paid- in Capital
Accumulated Deficit
Accumulated Other Comprehensive Income
Total Arbor Realty Trust, Inc. Stockholders’ Equity
Noncontrolling Interest
Total Equity
Balance — December 31, 2017
24,942,269
61,723,387
Issuance of common stock from debt exchange
6,820,196
68
74,322
74,390
Extinguishment of convertible senior unsecured notes
(66,518
Issuance of convertible senior unsecured notes, net
9,436
Issuance of common stock, net
6,452,700
55,843
55,908
Stock-based compensation
691,015
7
4,831
4,838
Forfeiture of unvested restricted stock
(2,334
Distributions - common stock
(47,648
Distributions - preferred stock
(5,665
Distributions - preferred stock of private REIT
(11
Distributions - noncontrolling interest
(15,074
Redemption of operating partnership units
(6,845
76,758
Reclassification of net unrealized gains on available-for-sale securities into accumulated deficit
Balance — September 30, 2018
75,684,964
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Operating activities:
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
3,833
Amortization and accretion of interest and fees, net
8,758
3,296
Amortization of capitalized mortgage servicing rights
35,639
35,427
Originations of loans held-for-sale
(3,455,237
(3,287,578
Proceeds from sales of loans held-for-sale, net of gain on sale
3,254,490
3,621,276
Payoffs and paydowns of loans held-for-sale
30
116
(62,787
(56,182
Write-off of capitalized mortgage servicing rights from payoffs
17,228
10,713
Recoveries (charge-offs) for loss sharing obligations, net
54
(1,844
Deferred tax (benefit) provision
(14,454
15
Income from equity affiliates
(1,104
(1,756
Loss (gain) on extinguishment of debt
4,960
(7,116
Changes in operating assets and liabilities
(96,468
(6,368
Net cash (used in) provided by operating activities
(195,536
387,438
Investing Activities:
Loans and investments funded and originated, net
(1,163,908
(1,051,446
Payoffs and paydowns of loans and investments
688,032
758,139
Internalization of management team
(25,000
Deferred fees
8,556
7,214
Investments in real estate, net
(309
(562
Contributions to equity affiliates
(2,480
(693
Distributions from equity affiliates
3,110
2,341
Purchase of securities held-to-maturity, net
(21,637
(18,339
Payoffs and paydowns of securities held-to-maturity
1,223
76
Proceeds from insurance settlements, net
493
Due to borrowers and reserves
(63,296
(22,571
Net cash used in investing activities
(550,216
(350,348
Financing activities:
Proceeds from repurchase agreements and credit facilities
6,376,333
6,073,385
Payoffs and paydowns of repurchase agreements and credit facilities
(5,734,858
(6,417,834
Payoffs and paydowns of collateralized loan obligations
(267,750
(219,000
Exchange of convertible senior unsecured notes
(219,922
Payoffs of senior unsecured notes
(97,860
Payoff of related party financing
(50,000
Payoffs of junior subordinated notes to subsidiary trust issuing preferred securities
(12,691
Proceeds from issuance of collateralized loan obligations
441,000
561,874
Proceeds from issuance of senior unsecured notes
125,000
Proceeds from issuance of convertible senior unsecured notes
264,500
13,750
Proceeds from issuance of common stock, net
76,225
Receipts on swaps and returns of margin calls from counterparties
430
Distributions paid on common stock
(30,889
Distributions paid on noncontrolling interest
(11,252
Distributions paid on preferred stock
Distributions paid on preferred stock of private REIT
Payment of deferred financing costs
(19,794
(11,482
Net cash provided by financing activities
797,314
16,840
Net increase in cash, cash equivalents and restricted cash
51,562
53,930
Cash, cash equivalents and restricted cash at beginning of period
243,772
167,960
Cash, cash equivalents and restricted cash at end of period
295,334
221,890
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)
Supplemental cash flow information:
Cash used to pay interest
82,140
53,150
Cash used to pay taxes
16,551
14,653
Supplemental schedule of non-cash investing and financing activities:
Distributions accrued on 8.25% Series A preferred stock
267
Distributions accrued on 7.75% Series B preferred stock
203
Distributions accrued on 8.50% Series C preferred stock
159
Fair value of conversion feature of convertible senior unsecured notes
9,750
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2018
Note 1 — Description of Business
Arbor Realty Trust, Inc. (“we,” “us,” or “our”) is a Maryland corporation formed in 2003. We operate through two business segments: our Structured Loan Origination and Investment Business (“Structured Business”) and our Agency Loan Origination and Servicing Business (“Agency Business”). Through our Structured Business, we invest in a diversified portfolio of structured finance assets in the multifamily and commercial real estate markets, primarily consisting of bridge and mezzanine loans, including junior participating interests in first mortgages, preferred and direct equity. We may also directly acquire real property and invest in real estate-related notes and certain mortgage-related securities. Through our Agency Business, we originate, sell and service a range of multifamily finance products through the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac,” and together with Fannie Mae, the government-sponsored enterprises, or the “GSEs”), the Government National Mortgage Association (“Ginnie Mae”), Federal Housing Authority (“FHA”) and the U.S. Department of Housing and Urban Development (together with Ginnie Mae and FHA, “HUD”) and conduit/commercial mortgage-backed securities (“CMBS”) programs. We retain the servicing rights and asset management responsibilities on substantially all loans we originate and sell under the GSE and HUD programs. We are an approved Fannie Mae Delegated Underwriting and Servicing (“DUS”) lender nationally, a Freddie Mac Multifamily Conventional Loan lender, seller/servicer, in New York, New Jersey and Connecticut, a Freddie Mac affordable, manufactured housing, senior housing and small balance loan (“SBL”) lender, seller/servicer, nationally and a HUD MAP and LEAN senior housing/healthcare lender nationally.
We have operated the Agency Business since July 2016 when we acquired it from Arbor Commercial Mortgage, LLC (“ACM” or our “Former Manager”). We were externally managed and advised by ACM and, effective May 31, 2017, terminated the existing management agreement with ACM to fully internalize our management team. Refer to our 2017 Annual Report for details of our acquisition of the Agency Business (the “Acquisition”) and termination of the management agreement.
Substantially all of our operations are conducted through our operating partnership, Arbor Realty Limited Partnership (“ARLP”), for which we serve as the general partner, and ARLP’s subsidiaries. We are organized to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Certain of our assets that produce non-qualifying income, primarily within the Agency Business, are operated through taxable REIT subsidiaries (“TRS”), which is part of our TRS consolidated group (the “TRS Consolidated Group”) and is subject to U.S. federal, state and local income taxes. See Note 17 — Income Taxes for details.
Note 2 — Basis of Presentation and Significant Accounting Policies
Basis of Presentation
Our interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), for interim financial statements and the instructions to Form 10-Q. Accordingly, certain information and footnote disclosures normally included in the consolidated financial statements prepared under GAAP have been condensed or omitted. In our opinion, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with our financial statements and notes thereto included in our 2017 Annual Report.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation. See the following “Recently Adopted Accounting Pronouncements” section for the cash flows impact of the retrospective adoption of Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows: Restricted Cash and ASU 2016-15, Statement of Cash Flows.
Principles of Consolidation
These consolidated financial statements include our financial statements and the financial statements of our wholly owned subsidiaries, partnerships and other joint ventures in which we own a controlling interest, including variable interest entities (“VIEs”) of which we are the primary beneficiary. Entities in which we have a significant influence are accounted for under the equity method. See Note 15 — Variable Interest Entities for information about our VIEs. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that could materially affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Significant Accounting Policies
We describe our significant accounting policies in our 2017 Annual Report. There have been no significant changes in our significant accounting policies since December 31, 2017.
Recently Adopted Accounting Pronouncements
Description
Adoption Date
Effect on Financial Statements
Since 2014, the Financial Accounting Standards Board (“FASB”) has issued several amendments to its guidance on revenue recognition. The amended guidance, among other things, introduces a new framework for a single comprehensive model that can be used when accounting for revenue and supersedes most current revenue recognition guidance, including that which pertains to specific industries. The core principle states that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods and services. It also requires expanded quantitative and qualitative disclosures that will enable financial statement users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Most revenue associated with financial instruments, including interest and loan origination fees, along with gains and losses on investment securities, derivatives and sales of financial instruments are excluded from the scope of the guidance.
First quarter of 2018
The adoption of this guidance did not have a material impact on our consolidated financial statements. This standard may impact the timing of gains on certain future sales of real estate.
In November 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows: Restricted Cash. This ASU requires changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents to be shown in the statement of cash flows. Previous guidance required the change in cash and cash equivalents be shown on the statement of cash flows, with cash used to fund restricted cash and restricted cash equivalents shown as a component of operating, investing, or financing activities. Entities are now also required to reconcile the total of cash, cash equivalents, restricted cash, and restricted cash equivalents as presented in the statement of cash flows to the related captions in the balance sheet when these balances are presented separately in the balance sheet.
This guidance required retrospective adoption, therefore, we adjusted the cash flow statement for the comparable prior period. The following table shows the impact of the adoption of this guidance, as well as the adoption of ASU 2016-15 described below.
9
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, which provides eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows.
This guidance required retrospective adoption, therefore, we reclassified $0.5 million of net proceeds from insurance settlements from net cash provided by operating activities to net cash used in investing activities for the nine months ended September 30, 2017. We also chose the cummulative earnings approach for distributions received from equity method investees, which did not result in any changes in how we account for such distributions. The following table shows the impact of the adoption of ASU 2016-15 and ASU 2016-18.
Nine Months Ended September 30, 2017
As previously reported under GAAP applicable at the time
Cash and cash equivalents at beginning of period
138,645
Net decrease in cash and cash equivalents
(53,894
Cash and cash equivalents at end of period
84,751
Net cash provided by operating activities: changes in operating assets and liabilities
(6,252
(350,841
Net cash used in financing activities
(90,954
As currently reported under ASU 2016-18 and ASU 2016-15
Net cash (used in) provided by operating activities: changes in operating assets and liabilities
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Consensuses of the FASB Emerging Issues Task Force. This ASU requires that unconsolidated equity investments not accounted for under the equity method be recorded at fair value, with changes in fair value recorded through net income. The accounting principles that permitted available-for-sale classification with unrealized holding gains and losses recorded in other comprehensive income for equity securities will no longer be applicable. In addition, financial liabilities measured using the fair value option will need to present any change in fair value caused by a change in instrument-specific credit risk separately in other comprehensive income.
The adoption of this guidance did not have a material impact on our consolidated financial statements. In connection with the adoption of this ASU, we reclassified $0.2 million of unrealized gains on available-for-sale securities from accumulated other comprehensive income to accumulated deficit.
Recently Issued Accounting Pronouncements
The following table is not intended to represent all recently issued accounting pronouncements that are not yet effective and which have not yet been adopted by us. This table should be read in conjunction with the recently issued accounting pronouncements section included in our 2017 Annual Report.
10
Effective Date
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) — Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with changes between hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. Early adoption is permitted upon issuance of the update.
First quarter of 2020
We do not expect the adoption of this guidance to have a significant impact to our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires lessees to record most leases on their balance sheet through operating and finance lease liabilities and corresponding right-of-use assets, as well as adding additional footnote disclosures of key information about those arrangements. In July 2018, the FASB also issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements, which provides transition releif on comparative period reporting through a cummulative-effect adjustment at the beginning of the period of adoption.
First quarter of 2019
We are currently evaluating this ASU and expect the adoption to increase both our total assets and total liabilities by less than 1%. We do not currently expect the adoption to have an impact on our consolidated results of operations.
Note 3 — Loans and Investments
Our Structured Business loan and investment portfolio consists of ($ in thousands):
Percent of Total
Loan Count
Wtd. Avg. Pay Rate (1)
Wtd. Avg. Remaining Months to Maturity
Wtd. Avg. First Dollar LTV Ratio (2)
Wtd. Avg. Last Dollar LTV Ratio (3)
Bridge loans
2,919,582
92
%
170
6.70
19.6
0
74
Preferred equity investments
154,202
8.18
70.5
87
Mezzanine loans
96,333
11
10.49
19.5
25
71
3,170,117
100
191
6.88
22.0
Allowance for loan losses
(60,951
Unearned revenue
(11,477
December 31, 2017
2,422,105
91
150
6.10
20.9
72
142,892
12
6.47
68.7
64
90
87,541
10.78
24.8
20
2,652,538
6.28
23.6
73
(62,783
(10,628
(1) “Weighted Average Pay Rate” is a weighted average, based on the unpaid principal balance (“UPB”) of each loan in our portfolio, of the interest rate that is required to be paid monthly as stated in the individual loan agreements. Certain loans and investments that require an additional rate of interest “Accrual Rate” to be paid at maturity are not included in the weighted average pay rate as shown in the table.
(2) The “First Dollar Loan-to-Value (“LTV”) Ratio” is calculated by comparing the total of our senior most dollar and all senior lien positions within the capital stack to the fair value of the underlying collateral to determine the point at which we will absorb a total loss of our position.
(3) The “Last Dollar LTV Ratio” is calculated by comparing the total of the carrying value of our loan and all senior lien positions within the capital stack to the fair value of the underlying collateral to determine the point at which we will initially absorb a loss.
Concentration of Credit Risk
We are subject to concentration risk in that, at September 30, 2018, the UPB related to 48 loans with five different borrowers represented 23% of total assets. At December 31, 2017, the UPB related to 42 loans with five different borrowers represented 24% of total assets. During both the nine months ended September 30, 2018 and the year ended December 31, 2017, no single loan or investment represented more than 10% of our total assets and no single investor group generated over 10% of our revenue.
We assign a credit risk rating of pass, pass/watch, special mention, substandard or doubtful to each loan and investment, with a pass rating being the lowest risk and a doubtful rating being the highest risk. Each credit risk rating has benchmark guidelines that pertain to debt-service coverage ratios, LTV ratios, borrower strength, asset quality, and funded cash reserves. Other factors such as guarantees, market strength, and remaining loan term and borrower equity are also reviewed and factored into determining the credit risk rating assigned to each loan. This metric provides a helpful snapshot of portfolio quality and credit risk. All portfolio assets are subject to, at a minimum, a thorough quarterly financial evaluation in which historical operating performance and forward-looking projections are reviewed, however, we maintain a higher level of scrutiny and focus on loans that we consider “high risk” and that possess deteriorating credit quality.
Generally speaking, given our typical loan profile, risk ratings of pass, pass/watch and special mention suggest that we expect the loan to make both principal and interest payments according to the contractual terms of the loan agreement, and is not considered impaired. A risk rating of substandard indicates we anticipate the loan may require a modification of some kind. A risk rating of doubtful indicates we expect the loan to underperform over its term, and there could be loss of interest and/or principal. Further, while the above are the primary guidelines used in determining a certain risk rating, subjective items such as borrower strength, market strength or asset quality may result in a rating that is higher or lower than might be indicated by any risk rating matrix.
As a result of the loan review process, at September 30, 2018 and December 31, 2017, we identified eight loans and investments that we consider higher-risk loans that had a carrying value, before loan loss reserves, of $128.7 million and $126.5 million, respectively, and a weighted average last dollar LTV ratio of 92% and 93%, respectively.
A summary of the loan portfolio’s weighted average internal risk ratings and LTV ratios by asset class is as follows ($ in thousands):
Asset Class
UPB
Percentage of Portfolio
Wtd. Avg. Internal Risk Rating
Wtd. Avg. First Dollar LTV Ratio
Wtd. Avg. Last Dollar LTV Ratio
Multifamily
2,378,771
75
pass/watch
Self Storage
301,830
Land
151,628
substandard
84
Office
127,055
special mention
66
Healthcare
107,775
81
Hotel
55,975
23
Retail
45,383
1
Commercial
1,700
<1
doubtful
Total
1,925,529
pass
132,828
107,853
55,615
90,725
37
36,458
Geographic Concentration Risk
As of September 30, 2018, 22% and 19% of the outstanding balance of our loan and investment portfolio had underlying properties in New York and Texas, respectively. As of December 31, 2017, 23%, 21% and 11% of the
outstanding balance of our loan and investment portfolio had underlying properties in Texas, New York and California, respectively. No other states represented 10% or more of the total loan and investment portfolio.
Impaired Loans and Allowance for Loan Losses
A summary of the changes in the allowance for loan losses is as follows (in thousands):
Allowance at beginning of period
58,733
81,256
62,783
83,712
Provision for loan losses
2,218
3,868
Recoveries of reserves
(2,527
(2,456
Charge-offs
(3,173
Allowance at end of period
60,951
83,256
During the three and nine months ended September 30, 2018, we determined that the fair value of the underlying collateral (land development project) securing six loans with a carrying value of $121.4 million was less than the net carrying value of the loans, which resulted in a provision for loan losses of $0.5 million and $2.2 million, respectively. In addition, we fully reserved a bridge loan and recorded a provision for loan loss of $1.7 million during the three and nine months ended September 30, 2018.
During the nine months ended September 30, 2018, we received $31.6 million to settle a non-performing preferred equity investment in a hotel property with a UPB of $34.8 million and a net carrying value of $29.1 million, resulting in a reserve recovery of $2.5 million and a charge-off of $3.2 million. In addition, during the three and nine months ended September 30, 2018, we received payments and recorded reserve recoveries of $1.4 million and $2.3 million, respectively, related to previously written-off loans and investments.
During the three and nine months ended September 30, 2017, we determined that the fair value of the underlying collateral securing a preferred equity investment with an aggregate carrying value of $34.8 million was less than the net carrying value of the investment, resulting in a $2.0 million provision for loan losses. In addition, during the nine months ended September 30, 2017, a fully reserved mezzanine loan with a UPB of $1.8 million paid off in full, which resulted in a $1.8 million reserve recovery, and we recorded a reserve recovery of $0.7 million on a multifamily bridge loan.
The ratio of net recoveries to the average loans and investments outstanding was de minimus for the three months ended September 30, 2018 and 0.1% for all other periods presented.
There were no loans for which the fair value of the collateral securing the loan was less than the carrying value of the loan for which we had not recorded a provision for loan loss as of September 30, 2018 and 2017.
We have six loans with a carrying value totaling $121.4 million at September 30, 2018 that are collateralized by a land development project. These loans were scheduled to mature in September 2018 and were extended to September 2019. The loans do not carry a current pay rate of interest, but five of the loans with a carrying value totaling $112.0 million entitle us to a weighted average accrual rate of interest of 8.97%. In 2008, we suspended the recording of the accrual rate of interest on these loans, as they were impaired and we deemed the collection of this interest to be doubtful. At September 30, 2018 and December 31, 2017, we had cumulative allowances for loan losses of $51.2 million and $49.1 million, respectively, related to these loans. The loans are subject to certain risks associated with a development project including, but not limited to, availability of construction financing, increases in projected construction costs, demand for the development’s outputs upon completion of the project, and litigation risk. Additionally, these loans were not classified as non-performing as the borrower is in compliance with all of the terms and conditions of the loans.
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A summary of our impaired loans by asset class is as follows (in thousands):
Three Months Ended September 30, 2018
Carrying Value (1)
Allowance for Loan Losses
Average Recorded Investment (2)
Interest Income Recognized
134,215
127,886
57,751
133,387
26
132,651
17,375
2,274
1,500
2,277
33
2,281
93
138,189
131,860
137,364
59
154,007
168
Three Months Ended September 30, 2017
131,086
124,812
53,883
34,750
5,700
371
2,288
27,551
28
27,556
79
1,271
22
169,824
163,550
195,087
196,363
472
(1) Represents the UPB of five and four impaired loans (less unearned revenue and other holdbacks and adjustments) by asset class at September 30, 2018 and December 31, 2017, respectively.
(2) Represents an average of the beginning and ending UPB of each asset class.
At September 30, 2018, two loans with an aggregate net carrying value of $0.8 million, net of related loan loss reserves of $1.7 million, were classified as non-performing. At December 31, 2017, two loans with an aggregate net carrying value of $29.1 million, net of related loan loss reserves of $7.4 million, were classified as non-performing. Income from non-performing loans is generally recognized on a cash basis when it is received. Full income recognition will resume when the loan becomes contractually current and performance has recommenced.
A summary of our non-performing loans by asset class is as follows (in thousands):
Carrying Value
Less Than 90 Days Past Due
Greater Than 90 Days Past Due
831
2,531
36,450
At both September 30, 2018 and December 31, 2017, there were no loans contractually past due 90 days or more that were still accruing interest.
There were no loan modifications, refinancing’s and/or extensions during the nine months ended September 30, 2018 that were considered troubled debt restructurings. During the nine months ended September 30, 2017, there was a $34.8 million loan to a hotel property that was modified and considered a troubled debt restructuring as a result of a forbearance agreement entered into with the borrower in the second quarter of 2017. This loan was subsequently classified as non-performing. This loan was modified to increase the total recovery of the combined principal and interest. There were no other loans in which we considered the modifications to be troubled debt restructurings and no additional loans considered to be impaired as a result of our troubled debt restructuring analysis performed during the nine months ended September 30, 2018 and 2017.
Given the transitional nature of some of our real estate loans, we may require funds to be placed into an interest reserve, based on contractual requirements, to cover debt service costs. At September 30, 2018, we had total interest reserves of $41.3 million on 98 loans with an aggregate UPB of $2.01 billion. At December 31, 2017, we had total interest reserves of $52.5 million on 81 loans with an aggregate UPB of $1.57 billion.
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Note 4 — Loans Held-for-Sale, Net
Loans held-for-sale, net consists of the following (in thousands):
Fannie Mae
332,719
243,717
Freddie Mac
133,441
47,545
FHA
26,806
987
492,966
292,249
Fair value of future MSR
8,459
5,806
Unearned discount
(1,144
(612
Our loans held-for-sale, net are typically sold within 60 days of loan origination and the gain on sales are included in gain on sales, including fee-based services, net in the consolidated statements of income. During the three and nine months ended September 30, 2018, we sold $1.19 billion and $3.27 billion, respectively, of loans held-for-sale and recorded gain on sales of $15.9 million and $48.1 million, respectively. During the three and nine months ended September 30, 2017, we sold $1.05 billion and $3.62 billion, respectively, of loans held-for-sale and recorded gains on sales of $16.3 million and $52.1 million, respectively. At September 30, 2018 and December 31, 2017, there were no loans held-for-sale that were 90 days or more past due, and there were no loans held-for-sale that were placed on a non-accrual status.
Note 5 — Capitalized Mortgage Servicing Rights
Our capitalized mortgage servicing rights (“MSRs”) reflect commercial real estate MSRs derived from loans sold in our Agency Business. The discount rates used to determine the present value of our MSRs throughout the periods presented for all MSRs were between 8% - 15% (representing a weighted average discount rate of 12%) based on our best estimate of market discount rates. The weighted average estimated life remaining of our MSRs was 7.4 years and 7.2 years at September 30, 2018 and December 31, 2017, respectively.
A summary of our capitalized MSR activity is as follows (in thousands):
Acquired
Originated
Balance at beginning of period
120,017
137,004
257,021
143,270
109,338
Additions
21,368
59,660
Amortization
(7,052
(4,786
(11,838
(22,564
(13,075
(35,639
Write-downs and payoffs
(4,419
(2,731
(7,150
(12,160
(5,068
(17,228
Balance at end of period
108,546
150,855
168,189
74,894
243,083
194,801
32,942
227,743
20,720
66,273
(8,952
(2,759
(11,711
(29,074
(6,353
(35,427
(4,194
(22
(4,216
(10,684
(29
(10,713
155,043
92,833
247,876
We collected prepayment fees of $7.5 million and $16.2 million during the three and nine months ended September 30, 2018, respectively, which are included as a component of servicing revenue, net on the consolidated statements of income. During the three and nine months ended September 30, 2017, we collected prepayment fees totaling $3.8 million and $7.9 million, respectively. As of September 30, 2018 and December 31, 2017, we had no valuation allowance recorded on any of our MSRs.
The expected amortization of capitalized MSRs recorded as of September 30, 2018 is shown in the table below (in thousands). Actual amortization may vary from these estimates.
Year
2018 (three months ending 12/31/2018)
12,000
2019
45,946
2020
41,383
2021
34,919
2022
28,357
2023
Thereafter
72,946
Note 6 — Mortgage Servicing
Product and geographic concentrations that impact our servicing revenue are as follows ($ in thousands):
Product Concentrations
Geographic Concentrations
Percent of
Percentage
Product
State
of Total
13,195,643
Texas
21
3,977,619
North Carolina
621,419
California
17,794,681
New York
Georgia
Florida
Other (1)
41
12,502,699
77
3,166,134
537,482
16,206,315
40
(1) No other individual state represented 4% or more of the total.
At September 30, 2018 and December 31, 2017, our weighted average servicing fee was 46.2 basis points and 47.7 basis points, respectively. At September 30, 2018 and December 31, 2017, we held total escrow balances of $806.6 million and $750.8 million, respectively, which is not reflected in our consolidated balance sheets. Of the total escrow balances, we held $567.3 million and $477.9 million at September 30, 2018 and December 31, 2017, respectively, related to loans we are servicing within our Agency Business. These escrows are maintained in
16
separate accounts at several federally insured depository institutions, which may exceed FDIC insured limits. We earn interest income on the total escrow deposits, generally based on a market rate of interest negotiated with the financial institutions that hold the escrow deposits. Interest earned on total escrows, net of interest paid to the borrower, was $3.7 million and $8.6 million during the three and nine months ended September 30, 2018, respectively, and $1.5 million and $3.3 million during the three and nine months ended September 30, 2017, respectively, and is a component of servicing revenue, net in the consolidated statements of income.
Note 7 — Securities Held-to-Maturity
Freddie Mac may choose to hold, sell or securitize loans we sell to them under the Freddie Mac SBL program. As part of the securitizations under the SBL program, we have the option to purchase the bottom tranche bond, generally referred to as the “B Piece,” that represents the bottom 10%, or highest risk, of the securitization. During the nine months ended September 30, 2018, we purchased two B Piece bonds with an initial face value of $31.2 million, at a discount, for $21.6 million. As of September 30, 2018, we retained 49%, or $72.2 million initial face value, of five B Piece bonds, which were purchased at a discount for $48.8 million, and sold the remaining 51% to a third party at par. These held-to-maturity securities are carried at cost, net of unamortized discounts, and are collateralized by a pool of multifamily mortgage loans, bear interest at an initial weighted average variable rate of 3.63% and have an estimated weighted average maturity of 5.7 years. The weighted average effective interest rate was 11.32% and 12.97% at September 30, 2018 and December 31, 2017, respectively, including the accretion of discount. Approximately $10.7 million is estimated to mature within one year, $30.6 million is estimated to mature after one year through five years, $20.0 million is estimated to mature after five years through ten years and $9.2 million is estimated to mature after ten years.
The following is a summary of our B Piece bonds classified as securities held-to-maturity (in thousands):
Period
Face Value
Unrealized Gain
Estimated Fair Value
70,518
1,792
52,312
40,566
602
28,439
As of September 30, 2018, no impairment was recorded on these held-to-maturity securities. During the three and nine months ended September 30, 2018, we recorded interest income of $0.6 million and $1.7 million, respectively, and, during the three and nine months ended September 30, 2017, we recorded interest income of $0.5 million and $0.9 million, respectively, related to these investments.
Note 8 — Investments in Equity Affiliates
We account for all investments in equity affiliates under the equity method. The following is a summary of our investments in equity affiliates (in thousands):
Investments in Equity Affiliates at
UPB of Loans to Equity Affiliates at
Equity Affiliates
Arbor Residential Investor LLC
19,781
19,193
Lightstone Value Plus REIT L.P.
1,895
JT Prime
425
West Shore Café
2,140
1,688
East River Portfolio
Lexford Portfolio
280,500
282,188
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Arbor Residential Investor LLC (“ARI”). During the three and nine months ended September 30, 2018, we recorded income of $0.4 million and $1.2 million, respectively, and, during the three and nine months ended September 30, 2017, we recorded a loss of $1.3 million and $1.9 million, respectively, to (loss) income from equity affiliates in our consolidated statements of income related to our investment in this residential mortgage banking business. In addition, during the first quarter of 2018, we made a $2.4 million payment for our proportionate share of a litigation settlement related to this investment, which was distributed back to us by our equity affiliate.
During the nine months ended September 30, 2018 and 2017, we received cash distributions totaling $0.7 million and $0.9 million, respectively, (which were classified as returns of capital) in connection with a joint venture that invests in non-qualified residential mortgages purchased from ARI’s origination platform. The income associated with this investment for all periods presented were de minimus.
West Shore Café. We own a 50% noncontrolling interest in the West Shore Lake Café, a restaurant/inn lakefront property in Lake Tahoe, California. We provided a $1.7 million first mortgage loan to an affiliated entity to acquire property adjacent to the original property, which is scheduled to mature in May 2019 and bears interest at LIBOR plus 4.0%. Current accounting guidance requires investments in equity affiliates to be evaluated periodically to determine whether a decline in their value is other-than-temporary, though it is not intended to indicate a permanent decline in value. During the three months ended September 30, 2018, we determined that this investment exhibited indicators of impairment and, as a result of an impairment analysis performed; we recorded an other-than-temporary impairment of $2.2 million for the full carrying amount of this investment, which was recorded in (loss) income from equity affiliates in the consolidated statement of income. In addition, during the three months ended September 30, 2018, we recorded a provision for loan loss of $1.7 million, fully reserving the first mortgage loan.
Lexford Portfolio. During the three and nine months ended September 30, 2018, we received distributions of $0.7 million and $1.9 million, respectively, and, during the three and nine months ended September 30, 2017, we received distributions of $0.7 million and $2.0 million, respectively, from this equity investment, which was recognized as income. See Note 18 — Agreements and Transactions with Related Parties for details.
Equity Participation Interest. In the third quarter of 2017, we received $1.5 million from the redemption of a 25% equity participation interest we held in a multifamily property, which is included in (loss) income from equity affiliates on the consolidated statements of income. Prior to this transaction, our basis in this investment was zero.
Note 9 — Real Estate Owned
Our real estate assets at both September 30, 2018 and December 31, 2017 were comprised of a hotel property and an office building.
Real Estate Owned
Hotel Property
Office Building
3,294
4,509
7,803
Building and intangible assets
31,008
2,010
33,018
30,699
32,709
Less: Impairment loss
(13,307
(2,500
(15,807
(500
(13,807
Less: Accumulated depreciation and amortization
(9,642
(809
(10,451
(9,228
(690
(9,918
11,353
3,210
11,458
5,329
For the nine months ended September 30, 2018 and 2017, our hotel property had a weighted average occupancy rate of 54% and 55%, respectively, a weighted average daily rate of $113 for both periods and weighted average revenue per available room of $61 and $62, respectively. The operation of a hotel property is seasonal with the majority of revenues earned in the first two quarters of the calendar year. Of the total impairment losses recorded on our hotel property of $13.3 million, $2.7 million was recorded during the nine months ended September 30, 2017.
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Our office building was fully occupied by a single tenant until April 2017 when the lease expired. The building is currently vacant. During the nine months ended September 30, 2018, based on discussions with market participants, we determined that the office building exhibited indicators of impairment and performed an impairment analysis. As a result of this impairment analysis, we recorded an impairment loss of $2.0 million.
Our real estate owned assets had restricted cash balances totaling $0.8 million and $0.7 million at September 30, 2018 and December 31, 2017, respectively, due to escrow requirements.
Note 10 — Debt Obligations
Credit Facilities and Repurchase Agreements
The following table outlines borrowings under our credit facilities and repurchase agreements ($ in thousands):
Current Maturity
Extended Maturity
Note Rate
Debt Carrying Value (1)
Collateral Carrying Value
Wtd. Avg. Note Rate
Structured Business
$375 million repurchase facility
Mar. 2020
Mar. 2021
L + 1.75% to 3.50%
334,582
470,650
4.53
102,350
145,850
3.90
$100 million repurchase facility
June 2019
June 2020
L + 1.75% to 2.00%
94,024
132,107
4.09
2,445
6,600
3.61
$75 million credit facility
Dec. 2018
N/A
L + 1.75% to 2.50%
20,355
30,469
4.07
L + 2.00%
14,482
21,000
4.32
8,999
16,000
$50 million credit facility
Feb. 2019
28,557
35,700
32,538
40,700
Sept. 2019
Sept. 2021
L + 2.50% to 3.25%
3,581
4,625
4.88
$25.5 million credit facility
Oct. 2019
L + 2.50%
15,773
34,000
4.83
13,920
18,753
4.12
$25 million working capital facility
L + 2.25%
10,000
$23.2 million credit facility
Feb. 2020
Feb. 2021
L + 2.30%
23,068
30,900
4.62
$20 million credit facility
19,904
41,650
$17.4 million credit facility
June 2021
L + 2.40%
12,405
15,844
4.73
$8 million credit facility
Aug. 2021
7,941
$7.5 million credit facility (2)
Sept. 2018
L + 2.75%
7,432
9,340
4.37
Repurchase facility - securities (3)
L + 2.35% to 3.25%
102,701
4.97
53,938
4.45
$3 million master security agreement
Oct. 2020
2.96% to 3.42%
1,337
3.20
1,834
3.21
$2.2 million master security agreement
4.60%
1,854
4.66
Structured Business total
676,983
822,320
237,037
241,868
4.02
Agency Business
$500 million ASAP agreement (4)
L + 1.05%
96,617
3.31
121,880
2.61
$250 million credit facility (5)
L + 1.25%
102,180
102,182
3.51
23,785
2.86
$200 million repurchase facility
Aug. 2019
L + 1.275%
73,573
3.54
24,827
24,873
2.91
$150 million credit facility
Jan. 2019
L + 1.30%
136,567
136,644
3.56
21,802
21,821
2.96
July 2019
83,666
83,783
99,242
99,357
Agency Business total
492,603
492,799
3.50
291,536
291,716
2.78
Consolidated total
1,315,119
4.10
533,584
3.34
(1) The debt carrying value for the Structured Business at September 30, 2018 and December 31, 2017 was net of unamortized deferred finance costs of $2.6 million and $2.2 million, respectively. The debt carrying value for the Agency Business at both September 30, 2018 and December 31, 2017 was net of unamortized deferred finance costs of $0.2 million.
(2) In September 2018, the loan collateralizing this facility paid off and we simultaneously repaid this facility.
(3) As of September 30, 2018 and December 31, 2017, this facility was collateralized by CLO bonds retained by us with a principal balance of $114.2 million and $61.0 million, respectively, and B Piece bonds with a carrying value of $50.5 million and $27.8 million, respectively.
(4) The note rate under this agreement is subject to a LIBOR Floor of 35 basis points.
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(5) The committed amount under the facility was temporarily increased $150.0 million to $250.0 million, which expires in January 2019.
At September 30, 2018 and December 31, 2017, the weighted average interest rate for the credit facilities and repurchase agreements of our Structured Business, including certain fees and costs, such as structuring, commitment, non-use and warehousing fees, was 4.86% and 4.51%, respectively. The leverage on our loans and investment portfolio financed through our credit facilities and repurchase agreements, excluding the securities repurchase facility, working capital line of credit and the security agreements used to finance leasehold and capital expenditure improvements at our corporate office, was 70% and 72% at September 30, 2018 and December 31, 2017, respectively.
In September 2018, we entered into an $8.0 million credit facility to finance a healthcare facility bridge loan. The facility bears interest at a rate of 250 basis points over LIBOR and matures in August 2021.
In June 2018, we entered into a $17.4 million credit facility to finance a multifamily bridge loan. The facility bears interest at a rate of 240 basis points over LIBOR and matures in June 2020, with a one-year extension option.
In June 2018, we amended our $10.0 million working capital facility to increase the committed amount by $15.0 million to $25.0 million, reduce the interest rate by 25 basis points and extend the maturity to June 2019.
In April 2018, we amended our $100.0 million repurchase facility adjusting the interest rate from 200 basis points over LIBOR to an interest rate range of 175 basis points to 200 basis points over LIBOR, depending on the class of loan financed.
In April 2018, we amended our $75.0 million credit facility adjusting the interest rate range from 200 basis points to 250 basis points over LIBOR to an interest rate range of 175 basis points to 250 basis points over LIBOR, depending on the type of loan financed.
In March 2018, we amended our $225.0 million repurchase facility to increase the committed amount by $75.0 million to $300.0 million, reduce the interest rates by 50 basis points and extend the maturity to March 2020 with a one-year extension option. In June 2018, we also temporarily increased the committed amount by $75.0 million to $375.0 million, which expires in December 2018.
In March 2018, we entered into a $20.0 million credit facility to finance a healthcare facility bridge loan. The facility bears interest at a rate of 250 basis points over LIBOR and matures in March 2020, with a one-year extension option.
In March 2018, we entered into a master security agreement to finance certain capital expenditures. We have a $2.2 million note payable under this agreement which bears interest at a fixed rate of 4.60%, requires monthly amortization payments and matures in March 2021.
In February 2018, we entered into a $23.2 million credit facility to finance a self storage bridge loan. The facility bears interest at a rate of 230 basis points over LIBOR and matures in February 2020, with a one-year extension option.
In August 2018, we amended our $100.0 million repurchase facility to increase the committed amount by $100.0 million to $200.0 million, reduced the interest rate from 135 basis points over LIBOR to 127.5 basis points over LIBOR and extended the maturity to August 2019.
In August 2018, we increased our letter of credit outstanding with Fannie Mae by $2.0 million to $44.0 million. Our letters of credit outstanding at September 30, 2018 also includes a $5.0 million letter of credit for the Freddie Mac SBL program.
In April 2018, we amended our $150.0 million credit facility reducing the interest rate 5 basis points to 130 basis points over LIBOR, and, in August 2018, we amended this facility extending the maturity to July 2019.
In January 2018, we amended our $150.0 million warehouse facility reducing the interest rate 10 basis points to 130 basis points over LIBOR and extending the maturity to January 2019.
Collateralized Loan Obligations (“CLOs”)
We account for CLO transactions on our consolidated balance sheet as financing facilities. Our CLOs are VIEs for which we are the primary beneficiary and are consolidated in our financial statements. The investment grade tranches are treated as secured financings, and are non-recourse to us.
The following table outlines borrowings and the corresponding collateral under our CLOs ($ in thousands):
Debt
Collateral (3)
Loans
Cash
Wtd. Avg. Rate (2)
Restricted Cash (4)
CLO X
436,132
3.76
510,303
508,357
42,032
CLO IX
356,400
351,934
3.67
417,089
415,776
3,911
CLO VIII
282,874
279,538
3.62
304,078
303,302
39,409
CLO VII
279,000
276,221
4.31
285,134
284,322
43,885
CLO VI
250,250
248,264
4.81
276,083
275,086
40,342
Total CLOs
1,609,524
3.98
1,792,687
1,786,843
169,579
351,042
2.97
372,350
371,236
88,650
278,606
2.92
364,838
363,339
162
275,331
346,524
345,220
13,476
247,470
314,382
313,582
10,618
CLO V
267,750
265,973
4.06
347,797
346,803
2,203
1,436,274
3.48
1,745,891
1,740,180
115,109
(1) Debt carrying value is net of $17.4 million and $17.9 million of deferred financing fees at September 30, 2018 and December 31, 2017, respectively.
(2) At September 30, 2018 and December 31, 2017, the aggregate weighted average note rate for our CLOs, including certain fees and costs, was 4.49% and 4.08%, respectively.
(3) As of September 30, 2018 and December 31, 2017, there was no collateral at risk of default or deemed to be a “credit risk” as defined by the CLO indenture.
(4) Represents restricted cash held for principal repayments as well as for reinvestment in the CLOs. Does not include restricted cash related to interest payments, delayed fundings and expenses.
CLO X — In June 2018, we completed a collateralized securitization vehicle (“CLO X”), issuing seven tranches of CLO notes through two newly-formed wholly-owned subsidiaries totaling $494.2 million. Of the total CLO notes issued, $441.0 million were investment grade notes issued to third party investors and $53.2 million were below investment grade notes retained by us. As of the CLO closing date, the notes were secured by a portfolio of loan obligations with a face value of $501.9 million, consisting primarily of bridge loans that were contributed from our existing loan portfolio. The financing has a four-year replacement period that allows the principal proceeds and sale proceeds (if any) of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance will be reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included $58.1 million for the purpose of acquiring additional loan obligations for a period of up to 120 days from the CLO closing date, which we subsequently utilized, resulting in the issuer owning loan obligations with a face value of $560.0 million, representing leverage of 79%. We retained a residual interest in the portfolio with a notional amount of $119.0 million, including the $53.2 million below investment grade notes. The notes had an initial weighted average interest rate of 1.45% plus one-month LIBOR and interest payments on the notes are payable monthly.
CLO V — In June 2018, we completed the unwind of CLO V, redeeming $267.8 million of outstanding notes which were repaid primarily from the refinancing of the remaining assets within our existing financing facilities (including CLO X), as well as with cash held by CLO V, and expensed $1.3 million of deferred financing fees into interest expense on the consolidated statements of income.
Luxembourg Debt Fund
In November 2017, we formed a $100.0 million Luxembourg commercial real estate debt fund (“Debt Fund”) and issued $70.0 million of floating rate notes to third party investors which bear an initial interest rate of 4.15% over LIBOR. The notes mature in 2025 and we retained a $30.0 million equity interest in the Debt Fund. The Debt Fund is a VIE for which we are the primary beneficiary and is consolidated in our financial statements. The Debt Fund is secured by a portfolio of loan obligations with a face value of $100.0 million, which includes first mortgage bridge loans, senior participation interests in first mortgage bridge loans, subordinate participation interest in first mortgage bridge loans and participation interests in mezzanine loans. The Debt Fund allows, for a period of three years, principal proceeds from portfolio assets to be reinvested in qualifying replacement assets, subject to certain conditions.
Borrowings and the corresponding collateral under our Debt Fund are as follows ($ in thousands):
70,000
6.50
98,696
98,261
5.79
96,995
96,564
3,005
(1) Debt carrying value is net of $1.9 million of deferred financing fees at both September 30, 2018 and December 31, 2017.
(2) At September 30, 2018 and December 31, 2017, the aggregate weighted average note rate, including certain fees and costs, was 7.08% and 6.05%, respectively.
(3) At both September 30, 2018 and December 31, 2017, there was no collateral at risk of default or deemed to be a “credit risk.”
(4) Represents restricted cash held for reinvestment. Excludes restricted cash related to interest payments, delayed fundings and expenses.
Senior Unsecured Notes
In March 2018, we issued $100.0 million aggregate principal amount of 5.625% senior unsecured notes due in May 2023 (the “Initial Notes”) in a private placement, and, in May 2018, we issued an additional $25.0 million (the “Reopened Notes” and, together with the Initial Notes, the “5.625% Notes,”) which brought the aggregate outstanding principal amount to $125.0 million. The Reopened Notes are fully fungible with, and rank equally in right of payment with the Initial Notes. We received total proceeds of $122.3 million from the issuances, after deducting the underwriting discount and other offering expenses. We used the net proceeds from the Initial Notes to fully redeem our 7.375% senior unsecured notes due in 2021 (the “7.375% Notes”) totaling $97.9 million and the net proceeds from the Reopened Notes to make investments and for general corporate purposes. The 5.625% Notes are unsecured and can be redeemed by us at any time prior to April 1, 2023, at a redemption price equal to 100% of the aggregate principal amount, plus a “make-whole” premium and accrued and unpaid interest. We have the right to redeem the 5.625% Notes on or after April 1, 2023, at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest. The interest is paid semiannually in May and November starting in November 2018. At September 30, 2018, the debt carrying value of the 5.625% Notes was $122.4 million, net of $2.6 million of deferred financing fees, and the weighted average note rate was 6.08%, including certain fees and costs.
At December 31, 2017, the debt carrying value of our 7.375% Notes was $95.3 million, which was net of $2.6 million of deferred financing fees, and the weighted average note rate was 8.16%.
Convertible Senior Unsecured Notes
We issued $264.5 million in aggregate principal amount of 5.25% convertible senior notes (the “5.25% Convertible Notes”) through two separate private placement offerings during the three months ended September 30, 2018, which includes the exercised purchaser’s total over-allotment option of $34.5 million. The 5.25% Convertible Notes pay interest semiannually in arrears and are scheduled to mature in July 2021, unless earlier converted or repurchased by the holders pursuant to their terms. The initial conversion rates of the two offerings ($115.0 million issued on July 3, 2018 and $149.5 million issued on July 20, 2018) were 86.9943 shares and 77.8331 shares of common stock per $1,000 of principal, respectively, representing a conversion price of $11.50 per share and $12.85 per share of common stock, respectively. The initial conversion rates and conversion prices remain unchanged at September 30, 2018.
We received proceeds totaling $256.1 million from the offerings of our 5.25% Convertible Notes, net of the underwriter’s discount and fees, which is being amortized through interest expense over the life of such notes. We used the net proceeds from the issuance primarily for the initial exchange of $127.6 million of our 5.375% convertible senior unsecured notes (the “5.375% Convertible Notes”) and $99.8 million of our 6.50% convertible senior unsecured notes (the “6.50% Convertible Notes”) for a combination of $219.8 million in cash (which includes accrued interest) and 6.8 million shares of our common stock. The remaining net proceeds were used for general corporate purposes. In the three months ended September 30, 2018, we recorded a loss on extinguishment of debt of $5.0 million in connection with these exchanges, which included an inducement charge of $1.1 million.
At September 30, 2018, there were $16.2 million and $0.2 million aggregate principal amount remaining of our 5.375% Convertible Notes and 6.50% Convertible Notes, respectively. The initial conversion rates of the 5.375% Convertible Notes and 6.50% Convertible Notes were 107.7122 shares and 119.3033 shares, respectively, of common stock per $1,000 of principal, which represented a conversion price of $9.28 per share and $8.38 per share of common stock, respectively. At September 30, 2018, the 5.375% Convertible Notes and 6.50% Convertible Notes had conversion rates of 109.2211 shares and 123.2929 shares, respectively, of common stock per $1,000 of principal, which represented a conversion price of $9.16 per share and $8.11 per share of common stock, respectively. The 5.375% Convertible Notes and 6.50% Convertible Notes pay interest semiannually in arrears and have scheduled maturity dates in November 2020 and October 2019, respectively, unless earlier converted or repurchased by the holders pursuant to their terms.
Our convertible senior unsecured notes are not redeemable by us prior to their maturities and are convertible into, at our election, cash, shares of our common stock or a combination of both, subject to the satisfaction of certain conditions and during specified periods. The conversion rates are subject to adjustment upon the occurrence of certain specified events and the holders may require us to repurchase all, or any portion, of their notes for cash equal to 100% of the principal amount, plus accrued and unpaid interest, if we undergo a fundamental change specified in the agreements. We intend to settle the principal balance of our convertible debt in cash and have not assumed share settlement of the principal balance for purposes of computing EPS. At the time of issuance, there is no precedent or policy that would indicate that we would settle the principal in shares or the conversion spread in cash.
Accounting guidance requires that convertible debt instruments with cash settlement features, including partial cash settlement, account for the liability component and equity component (conversion feature) of the instrument separately. The initial value of the liability component reflects the present value of the discounted cash flows using the nonconvertible debt borrowing rate at the time of the issuance. The debt discount represents the difference between the proceeds received from the issuance and the initial carrying value of the liability component, which is accreted back to the notes principal amount through interest expense over the term of the notes, which was 2.72 years and 2.41 years at September 30, 2018 and December 31, 2017, respectively, on a weighted average basis.
The UPB, unamortized discount and net carrying amount of the liability and equity components of our convertible notes were as follows (in thousands):
Liability
Equity
Component
Unamortized Debt Discount
Unamortized Deferred Financing Fees
Net Carrying Value
280,816
9,285
7,878
243,750
5,742
6,721
6,733
During the three months ended September 30, 2018, we incurred total aggregate interest expense on the notes of $5.0 million, of which $3.1 million, $1.0 million and $0.9 million related to the cash coupon, amortization of the deferred financing fees and of the debt discount, respectively. During the nine months ended September 30, 2018, we incurred total interest expense on the notes of $16.0 million, of which $9.9 million, $4.1 million and $2.0 million related to the cash coupon, amortization of the deferred financing fees and of the debt discount, respectively. During the three months ended September 30, 2017, we incurred total interest expense on the notes of $2.2 million, of which $1.6 million, $0.4 million and $0.2 million related to the cash coupon, amortization of the deferred financing fees and of the debt discount, respectively. During the nine months ended September 30, 2017, we incurred total interest expense on the notes of $6.6 million, of which $4.8 million, $1.1 million and $0.7 million related to the cash coupon, amortization of the deferred financing fees and of the debt discount, respectively. Including the amortization of the deferred financing fees and debt discount, our weighted average total cost of the notes is 7.45% per annum.
Junior Subordinated Notes
In the first quarter of 2017, we purchased, at a discount, $20.9 million of our junior subordinated notes with a carrying value of $19.8 million and recorded a gain on extinguishment of debt of $7.1 million. As a result, we settled our related equity investment and extinguished $21.5 million of notes. The carrying value of borrowings under our junior subordinated notes were $140.1 million and $139.6 million at September 30, 2018 and December 31, 2017, respectively, which is net of a deferred amount of $12.1 million and $12.5 million, respectively, (which is amortized into interest expense over the life of the notes) and deferred financing fees of $2.1 million and $2.2 million, respectively. These notes have maturities ranging from March 2034 through April 2037 and pay interest quarterly at a fixed or floating rate of interest based on LIBOR. The current weighted average note rate was 5.25% and 4.53% at September 30, 2018 and December 31, 2017, respectively. Including certain fees and costs, the weighted average note rate was 5.34% and 4.63% at September 30, 2018 and December 31, 2017, respectively.
Related Party Financing
In connection with the Acquisition, we entered into a five year $50.0 million preferred equity interest financing agreement with ACM to finance a portion of the aggregate purchase price. At December 31, 2017, the outstanding principal balance was $50.0 million. In January 2018, we paid $50.0 million in full satisfaction of this debt. During the nine months ended September 30, 2018, we recorded interest expense of $0.3 million and, during the three and nine months ended September 30, 2017, we recorded interest expense of $1.0 million and $2.9 million, respectively.
Debt Covenants
Credit Facilities and Repurchase Agreements. The credit facilities and repurchase agreements contain various financial covenants, including, but not limited to, minimum liquidity requirements, minimum net worth requirements, as well as certain other debt service coverage ratios, debt to equity ratios and minimum servicing portfolio tests. We were in compliance with all financial covenants and restrictions at September 30, 2018.
CLOs. Our CLO vehicles contain interest coverage and asset overcollateralization covenants that must be met as of the waterfall distribution date for us to receive such payments. If we fail these covenants in any of our CLOs, all
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cash flows from the applicable CLO would be diverted to repay principal and interest on the outstanding CLO bonds and we would not receive any residual payments until that CLO regained compliance with such tests. Our CLOs were in compliance with all such covenants as of September 30, 2018, as well as on the most recent determination dates in October 2018. In the event of a breach of the CLO covenants that could not be cured in the near-term, we would be required to fund our non-CLO expenses, including employee costs, distributions required to maintain our REIT status, debt costs, and other expenses with (i) cash on hand, (ii) income from any CLO not in breach of a covenant test, (iii) income from real property and loan assets, (iv) sale of assets, or (v) accessing the equity or debt capital markets, if available. We have the right to cure covenant breaches which would resume normal residual payments to us by purchasing non-performing loans out of the CLOs. However, we may not have sufficient liquidity available to do so at such time.
A summary of our CLO compliance tests as of the most recent determination dates in October 2018 is as follows:
Cash Flow Triggers
Overcollateralization (1)
Current
129.87
129.03
134.68
126.98
Limit
128.87
128.03
133.68
125.98
Pass / Fail
Pass
Interest Coverage (2)
208.68
212.40
268.75
276.05
236.32
120.00
(1) The overcollateralization ratio divides the total principal balance of all collateral in the CLO by the total principal balance of the bonds associated with the applicable ratio. To the extent an asset is considered a defaulted security, the asset’s principal balance for purposes of the overcollateralization test is the lesser of the asset’s market value or the principal balance of the defaulted asset multiplied by the asset’s recovery rate which is determined by the rating agencies. Rating downgrades of CLO collateral will generally not have a direct impact on the principal balance of a CLO asset for purposes of calculating the CLO overcollateralization test unless the rating downgrade is below a significantly low threshold (e.g. CCC-) as defined in each CLO vehicle.
(2) The interest coverage ratio divides interest income by interest expense for the classes senior to those retained by us.
Our CLO overcollateralization ratios as of the determination dates subsequent to each quarter are as follows:
Determination (1)
October 2018
July 2018
April 2018
134.69
January 2018
October 2017
(1) The table above represents the quarterly trend of our overcollateralization ratio, however, the CLO determination dates are monthly and we were in compliance with this test for all periods presented.
The ratio fluctuates based on the performance of the underlying assets, transfers of assets into the CLOs prior to expiration of their respective replenishment dates, purchase or disposal of other investments, and loan payoffs. No payment due under the junior subordinated indentures may be paid if there is a default under any senior debt and the senior lender has sent notice to the trustee. The junior subordinated indentures are also cross-defaulted with each other.
Note 11 — Allowance for Loss-Sharing Obligations
Our allowance for loss-sharing obligations related to the Fannie Mae DUS program is as follows (in thousands):
Beginning balance
31,402
32,797
32,407
Provisions for loss sharing
2,924
1,265
5,263
5,410
Provisions reversal for loan repayments
(905
(3,882
(2,423
(5,815
(Charge-offs) recoveries, net
(16
Ending balance
30,158
When we settle a loss under the DUS loss-sharing model, the net loss is charged-off against the previously recorded loss-sharing obligation. The settled loss is often net of any previously advanced principal and interest payments in accordance with the DUS program, which are reflected as reductions to the proceeds needed to settle losses. At both September 30, 2018 and December 31, 2017, we had outstanding advances of $0.1 million, which were netted against the allowance for loss-sharing obligations.
At September 30, 2018 and December 31, 2017, the maximum quantifiable liability associated with our guarantees under the Fannie Mae DUS agreement was $2.38 billion and $2.24 billion, respectively. The maximum quantifiable liability is not representative of the actual loss we would incur. We would be liable for this amount only if all of the loans we service for Fannie Mae, for which we retain some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement.
Note 12 — Derivative Financial Instruments
The following is a summary of our non-qualifying derivative financial instruments held by our Agency Business ($ in thousands):
Fair Value
Derivative
Count
Notional Value
Balance Sheet Location
Derivative Assets
Derivative Liabilities
Rate Lock Commitments
37,965
Other Assets/ Other Liabilities
749
(28
Forward Sale Commitments
57
530,931
177
(3,378
568,896
926
(3,406
38,578
276
(278
330,827
408
369,405
684
(1,306
We enter into contractual commitments to originate and sell mortgage loans at fixed prices with fixed expiration dates. The commitments become effective when the borrower “rate locks” a specified interest rate within time frames established by us. All potential borrowers are evaluated for creditworthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the rate lock by the borrower and the sale date of the loan to an investor. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, we enter into a forward sale commitment with the investor simultaneous with the rate lock commitment with the borrower. The forward sale contract locks in an interest rate and price for the sale of the loan. The terms of the contract with the investor and the rate lock with the borrower are matched in substantially all respects, with the objective of eliminating interest rate risk to the extent practical. Sale commitments with the investors have an expiration date that is longer than our related commitments to the borrower to allow, among other things, for the closing of the loan and processing of paperwork to deliver the loan into the sale commitment.
These commitments meet the definition of a derivative and are recorded at fair value, including the effects of interest rate movements which are reflected as a component of other income, net in the consolidated statements of income. The estimated fair value of rate lock commitments also includes the fair value of the expected net cash flows associated with the servicing of the loan which is recorded as income from MSRs in the consolidated statements of income. During the three and nine months ended September 30, 2018, we recorded a net loss of $4.4 million and $2.3 million, respectively, from changes in the fair value of these derivatives in other income, net and $25.2 million and $62.8 million, respectively, of income from MSRs. During the three and nine months ended September 30, 2017, we recorded net gains of $0.2 million and net losses of $2.3 million, respectively, from changes in the fair value of these derivatives in other income, net and $18.9 million and $56.2 million, respectively, of income from MSRs. See Note 13 — Fair Value for details.
Note 13 — Fair Value
Fair value estimates are dependent upon subjective assumptions and involve significant uncertainties resulting in variability in estimates with changes in assumptions. The following table summarizes the principal amounts, carrying values and the estimated fair values of our financial instruments (in thousands):
Principal / Notional Amount
Financial assets:
3,154,139
2,652,520
507,698
302,883
n/a
312,316
286,073
Derivative financial instruments
155,202
77,984
Financial liabilities:
Credit and repurchase facilities
1,172,413
1,170,235
530,938
529,992
1,616,293
1,436,871
70,135
124,375
97,860
99,582
289,560
254,335
Junior subordinated notes
154,336
95,458
94,215
49,682
413,694
3,406
291,421
1,306
Assets and liabilities disclosed at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities are as follows:
Level 1—Inputs are unadjusted and quoted prices exist in active markets for identical assets or liabilities, such as government, agency and equity securities.
Level 2—Inputs (other than quoted prices included in Level 1) are observable for the asset or liability through correlation with market data. Level 2 inputs may include quoted market prices for a similar asset or liability, interest
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rates and credit risk. Examples include non-government securities, certain mortgage and asset-backed securities, certain corporate debt and certain derivative instruments.
Level 3—Inputs reflect our best estimate of what market participants would use in pricing the asset or liability and are based on significant unobservable inputs that require a considerable amount of judgment and assumptions. Examples include certain mortgage and asset-backed securities, certain corporate debt and certain derivative instruments.
Determining which category an asset or liability falls within the hierarchy requires significant judgment and we evaluate our hierarchy disclosures each quarter.
The following is a description of the valuation techniques used to measure fair value and the general classification of these instruments pursuant to the fair value hierarchy.
Loans and investments, net. Fair values of loans and investments that are not impaired are estimated using Level 3 inputs based on direct capitalization rate and discounted cash flow methodologies using discount rates, which, in our opinion, best reflect current market interest rates that would be offered for loans with similar characteristics and credit quality. Fair values of impaired loans and investments are estimated using Level 3 inputs that require significant judgments, which include assumptions regarding discount rates, capitalization rates, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan and other factors.
Loans held-for-sale, net. Consists of originated loans that are generally transferred or sold within 60 days of loan funding, and are valued using pricing models that incorporate observable inputs from current market assumptions or a hypothetical securitization model utilizing observable market data from recent securitization spreads and observable pricing of loans with similar characteristics (Level 2). Fair value includes the fair value allocated to the associated future MSRs and is calculated pursuant to the valuation techniques described below for capitalized mortgage servicing rights, net (Level 3).
Capitalized mortgage servicing rights, net. Fair values are estimated using Level 3 inputs based on discounted future net cash flow methodology. The fair value of MSRs carried at amortized cost are estimated using a process that involves the use of independent third-party valuation experts, supported by commercially available discounted cash flow models and analysis of current market data. The key inputs used in estimating fair value include the contractually specified servicing fees, prepayment speed of the underlying loans, discount rate, annual per loan cost to service loans, delinquency rates, late charges and other economic factors.
Securities held-to-maturity, net. Fair values are approximated using Level 3 inputs based on current market quotes received from financial sources that trade such securities and are based on prevailing market data and, in some cases, are derived from third party proprietary models based on well recognized financial principles and reasonable estimates about relevant future market conditions.
Derivative financial instruments. The fair values of rate lock and forward sale commitments are estimated using valuation techniques, which include internally-developed models developed based on changes in the U.S. Treasury rate and other observable market data (Level 2). The fair value of rate lock commitments includes the fair value of the expected net cash flows associated with the servicing of the loans, see capitalized mortgage servicing rights, net above for details on the applicable valuation technique (Level 3). We also consider the impact of counterparty non-performance risk when measuring the fair value of these derivatives. Given the credit quality of our counterparties, the short duration of interest rate lock commitments and forward sale contracts, and our historical experience, the risk of nonperformance by our counterparties is not significant.
Credit facilities and repurchase agreements. Fair values for credit facilities and repurchase agreements of the Structured Business are estimated at Level 3 using discounted cash flow methodology, using discount rates, which, in our opinion, best reflect current market interest rates for financing with similar characteristics and credit quality. The majority of our credit facilities and repurchase agreement for the Agency Business bear interest at rates that are
similar to those available in the market currently and the fair values are estimated using Level 2 inputs. For these facilities, the fair values approximate their carrying values.
Collateralized loan obligations, Debt Fund, junior subordinated notes and related party financing. Fair values are estimated at Level 3 based on broker quotations, representing the discounted expected future cash flows at a yield that reflects current market interest rates and credit spreads.
Senior unsecured notes. Fair values are estimated at Level 1 when current market quotes received from active markets are available. If quotes from active markets are unavailable, then the fair values are estimated at Level 2 utilizing current market quotes received from inactive markets.
Convertible senior unsecured notes, net. Fair values are estimated at Level 2 based on current market quotes received from inactive markets.
We measure certain financial assets and financial liabilities at fair value on a recurring basis. The fair values of these financial assets and liabilities were determined using the following input levels as of September 30, 2018 (in thousands):
Fair Value Measurements Using Fair Value Hierarchy
Level 1
Level 2
Level 3
We measure certain financial and non-financial assets at fair value on a nonrecurring basis. The fair values of these financial and non-financial assets were determined using the following input levels as of September 30, 2018 (in thousands):
Impaired loans, net (1)
70,909
Non-financial assets:
Long-lived assets (2)
(1) We had an allowance for loan losses of $61.0 million relating to five loans with an aggregate carrying value, before loan loss reserves, of $131.9 million at September 30, 2018.
(2) We recorded a $2.0 million impairment loss during the nine months ended September 30, 2018 on the office building we own. See Note 9 — Real Estate Owned for details.
Loan impairment assessments. Loans held for investment are intended to be held to maturity and, accordingly, are carried at cost, net of unamortized loan origination costs and fees, loan purchase discounts, and net of the allowance for loan losses, when such loan or investment is deemed to be impaired. We consider a loan impaired when, based upon current information, it is probable that we will be unable to collect all amounts due for both principal and interest according to the contractual terms of the loan agreement. We evaluate our loans to determine if the value of the underlying collateral securing the impaired loan is less than the net carrying value of the loan, which may result in an allowance and corresponding charge to the provision for loan losses. These valuations require significant judgments, which include assumptions regarding capitalization and discount rates, revenue growth rates,
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creditworthiness of major tenants, occupancy rates, availability of financing, exit plan and other factors. The table above and below includes all impaired loans, regardless of the period in which the impairment was recognized.
Long-lived assets. We review our real estate owned assets when events or circumstances change, indicating that the carrying amount of an asset may not be partially or fully recoverable. In the evaluation of a real estate owned asset for impairment, many factors are considered, including broker quotes, estimated current and expected operating cash flows from the asset during the projected holding period, costs necessary to extend the life or improve the asset, expected capitalization rates, projected stabilized net operating income, selling costs, and the ability to hold and dispose of the asset in the ordinary course of business. We first compare the undiscounted cash flows to be generated by the asset and broker quotes, if any, to the carrying value of such asset. If the undiscounted cash flows and/or broker quotes are less than the carrying value, we recognize an impairment loss by comparing the carrying value of the asset to its fair value.
Quantitative information about Level 3 fair value measurements at September 30, 2018 were as follows ($ in thousands):
Valuation Techniques
Significant Unobservable Inputs
Impaired loans:
Discount rate
15.00
Discounted cash flows
Capitalization rate
7.25
Revenue growth rate
3.00
774
10.53
8.53
2.63
Derivative financial instruments:
Rate lock commitments
W/A discount rate
10.15
Long-lived assets:
Broker quotes
The derivative financial instruments using Level 3 inputs are outstanding for short periods of time (generally less than 60 days). A roll-forward of Level 3 derivative instruments were as follows (in thousands):
Fair Value Measurements Using Significant Unobservable Inputs
Derivative assets and liabilities, net
606
1,420
2,816
Settlements
(17,793
(18,897
(62,313
(57,578
Realized gains recorded in earnings
17,187
17,477
62,037
54,762
Unrealized gains recorded in earnings
420
The components of fair value and other relevant information associated with our rate lock commitments, forward sales commitments and the estimated fair value of cash flows from servicing on loans held-for-sale were as follows (in thousands):
Notional/ Principal Amount
Fair Value of Servicing Rights
Interest Rate Movement Effect
Total Fair Value Adjustment
721
Forward sale commitments
Loans held-for-sale, net (1)
9,208
(1) Loans held-for-sale, net are recorded at the lower of cost or market on an aggregate basis and includes fair value adjustments related to estimated cash flows from MSRs.
We measure certain assets and liabilities for which fair value is only disclosed. The fair value of these assets and liabilities was determined using the following input levels as of September 30, 2018 (in thousands):
499,239
677,632
Note 14 — Commitments and Contingencies
Debt Obligations. Our debt obligations have maturities of $565.9 million for the remainder of 2018, $356.2 million in 2019, $972.0 billion in 2020, $872.3 million in 2021, $244.2 million in 2022 and $401.4 million thereafter.
Agency Business Commitments. Our Agency Business is subject to supervision by certain regulatory agencies. Among other things, these agencies require us to meet certain minimum net worth, operational liquidity and restricted liquidity collateral requirements, and compliance with reporting requirements. Our adjusted net worth and liquidity required by the agencies for all periods presented exceeded these requirements.
As of September 30, 2018, we were required to maintain at least $12.9 million of liquid assets in one of our subsidiaries to meet our operational liquidity requirements for Fannie Mae and we had operational liquidity in excess of this requirement.
We are generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program and are required to secure this obligation by assigning restricted cash balances and/or a letter of credit to Fannie Mae. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level by a Fannie Mae assigned tier which considers the loan balance, risk level of the loan, age of the loan and level of risk-sharing. Fannie Mae requires restricted liquidity for Tier 2 loans of 75 basis points, 15 basis points for Tier 3 loans and 5 basis points for Tier 4 loans, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. A significant portion of our Fannie Mae DUS serviced loans for which we have risk sharing are Tier 2 loans. As of September 30, 2018, we met the restricted liquidity requirement with a $44.0 million letter of credit.
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As of September 30, 2018, reserve requirements for the Fannie Mae DUS loan portfolio will require us to fund $29.7 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within our at-risk portfolio. Fannie Mae periodically reassesses these collateral requirements and may make changes to these requirements in the future. We generate sufficient cash flow from our operations to meet these capital standards and do not expect any changes to have a material impact on our future operations; however, future changes to collateral requirements may adversely impact our available cash.
We are subject to various capital requirements in connection with seller/servicer agreements that we have entered into with secondary market investors. Failure to maintain minimum capital requirements could result in our inability to originate and service loans for the respective investor and, therefore, could have a direct material effect on our consolidated financial statements. As of September 30, 2018, we met all of Fannie Mae’s quarterly capital requirements and our Fannie Mae adjusted net worth was in excess of the required net worth. We are not subject to capital requirements on a quarterly basis for Ginnie Mae or FHA, as such requirements for these investors are only required on an annual basis.
As an approved designated seller/servicer under Freddie Mac’s SBL program, we are required to post collateral to ensure that we are able to meet certain purchase and loss obligations required by this program. Under the SBL program, we are required to post collateral equal to $5.0 million, which is satisfied with a $5.0 million letter of credit.
We enter into contractual commitments with borrowers providing rate lock commitments while simultaneously entering into forward sale commitments with investors. These commitments are outstanding for short periods of time (generally less than 60 days) and are described in Note 12—Derivative Financial Instruments and Note 13—Fair Value.
Unfunded Commitments. In accordance with certain structured loans and investments, we have outstanding unfunded commitments of $68.6 million as of September 30, 2018 that we are obligated to fund as borrowers meet certain requirements. Specific requirements include, but are not limited to, property renovations, building construction and conversions based on criteria met by the borrower in accordance with the loan agreements.
Litigation. We are currently neither subject to any material litigation nor, to the best of our knowledge, threatened by any material litigation other than the following:
In June 2011, three related lawsuits were filed by the Extended Stay Litigation Trust (the “Trust”), a post-bankruptcy litigation trust alleged to have standing to pursue claims that previously had been held by Extended Stay, Inc. and the Homestead Village L.L.C. family of companies (together “ESI”) (formerly Chapter 11 debtors, together the “Debtors”) that have emerged from bankruptcy. Two of the lawsuits were filed in the U.S. Bankruptcy Court for the Southern District of New York, and the third in the Supreme Court of the State of New York, New York County. There were 73 defendants in the three lawsuits, including 55 corporate and partnership entities and 18 individuals. A subsidiary of ours and certain other entities that are affiliates of ours are included as defendants. The New York State Court action has been removed to the Bankruptcy Court. Our affiliates filed a motion to dismiss the three lawsuits.
The lawsuits all allege, as a factual basis and background certain facts surrounding the June 2007 leveraged buyout of ESI from affiliates of Blackstone Capital. Our subsidiary, Arbor ESH II, LLC, had a $115.0 million investment in the Series A1 Preferred Units of a holding company of Extended Stay, Inc. The New York State Court action and one of the two federal court actions name as defendants, Arbor ESH II, LLC, ACM and ABT-ESI LLC, an entity in which we have a membership interest, among the broad group of defendants. These two actions were commenced by substantially identical complaints. The defendants are alleged in these complaints, among other things, to have breached fiduciary and contractual duties by causing or allowing the Debtors to pay illegal dividends or other improper distributions of value at a time when the Debtors were insolvent. These two complaints also allege that the defendants aided and abetted, induced, or participated in breaches of fiduciary duty, waste, and unjust enrichment (“Fiduciary Duty Claims”) and name a director of ours, and a former general counsel of ACM, each of whom had served on the Board of Directors of ESI for a period of time. We are defending these two defendants and paying the
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costs of such defense. On the basis of the foregoing allegations, the Trust has asserted claims under a number of common law theories, seeking the return of assets transferred by the Debtors prior to the Debtors’ bankruptcy filing.
In the third action, filed in Bankruptcy Court, the same plaintiff, the Trust, has named ACM and ABT-ESI LLC, together with a number of other defendants and asserts claims, including constructive and fraudulent conveyance claims under state and federal statutes, as well as a claim under the Federal Debt Collection Procedure Act.
In June 2013, the Trust filed a motion to amend the lawsuits, to, among other things, (i) consolidate the lawsuits into one lawsuit, (ii) remove 47 defendants, none of whom are related to us, from the lawsuits so that there are 26 remaining defendants, including 16 corporate and partnership entities and 10 individuals, and (iii) reduce the counts within the lawsuits from over 100 down to 17. The remaining counts in the amended complaint against our affiliates are principally state law claims for breach of fiduciary duties, waste, unlawful dividends and unjust enrichment, and claims under the Bankruptcy Code for avoidance and recovery actions, among others. The bankruptcy court granted the motion and the amended complaint has been filed. The amended complaint seeks approximately $139.0 million in the aggregate, plus interest from the date of the alleged unlawful transfers, from director designees, portions of which are also sought from our affiliates as well as from unaffiliated defendants. We have moved to dismiss the referenced actions and intend to vigorously defend against the claims asserted therein. During a status conference held in March 2014, the Court heard oral argument on the motion to dismiss and adjourned the case pending a ruling. Subsequent to that hearing, a new judge was assigned to the case and, in November 2016, the new judge entered an order directing the parties to file supplemental briefs addressing new cases decided since the last round of briefing. Oral arguments regarding the motion to dismiss were heard at a hearing held in January 2017. The Court reserved decision at that hearing.
We have not made a loss accrual for this litigation because we believe that it is not probable that a loss has been incurred and an amount cannot be reasonably estimated.
Litigation Settlement. In July 2018, we received net proceeds of $10.2 million from the settlement of a litigation related to a prior investment, which was recognized as a gain in the three months ended September 30, 2018.
Due to Borrowers. Due to borrowers represents borrowers’ funds held by us to fund certain expenditures or to be released at our discretion upon the occurrence of certain pre-specified events, and to serve as additional collateral for borrowers’ loans. While retained, these balances earn interest in accordance with the specific loan terms they are associated with.
Note 15 — Variable Interest Entities
Our involvement with VIEs primarily affects our financial performance and cash flows through amounts recorded in interest income, interest expense, provision for loan losses and through activity associated with our derivative instruments.
Consolidated VIEs. We have determined that our operating partnership, ARLP, and our CLO and Debt Fund entities, which we consolidate, are VIEs. ARLP is already consolidated in our financial statements, therefore, the identification of this entity as a VIE had no impact on our consolidated financial statements.
Our CLO and Debt Fund consolidated entities invest in real estate and real estate-related securities and are financed by the issuance of debt securities. We, or one of our affiliates, are named collateral manager, servicer, and special servicer for all collateral assets held in CLOs, which we believe gives us the power to direct the most significant economic activities of those entities. We also have exposure to losses to the extent of our equity interests and also have rights to waterfall payments in excess of required payments to bond investors. As a result of consolidation, equity interests have been eliminated, and the consolidated balance sheets reflect both the assets held and debt issued by the CLOs and Debt Fund to third parties. Our operating results and cash flows include the gross amounts related to CLO and Debt Fund assets and liabilities as opposed to our net economic interests in those entities.
The assets and liabilities related to these consolidated CLOs and Debt Fund are as follows (in thousands):
201,986
138,736
1,885,104
1,836,744
95,045
15,408
14,011
2,197,543
1,989,491
Liabilities:
3,013
2,046
1,663,201
1,488,552
Assets held by the CLOs and Debt Fund are restricted and can only be used to settle obligations of the CLOs and Debt Fund, respectively. The liabilities of the CLOs and Debt Fund are non-recourse to us and can only be satisfied from each respective asset pool. See Note 10—Debt Obligations for details. We are not obligated to provide, have not provided, and do not intend to provide financial support to any of the consolidated CLOs or Debt Fund.
Unconsolidated VIEs. We determined that we are not the primary beneficiary of 23 VIEs in which we have a variable interest as of September 30, 2018 because we do not have the ability to direct the activities of the VIEs that most significantly impact each entity’s economic performance.
The following is a summary of our variable interests in identified VIEs, of which we are not the primary beneficiary, as of September 30, 2018 (in thousands):
Type
Carrying Amount (1)
287,166
B Piece bonds
Agency interest only strips
3,512
341,198
(1) Represents the carrying amount of loans and investments before reserves. At September 30, 2018, $130.2 million of loans to VIEs had corresponding loan loss reserves of $59.3 million. See Note 3 — Loans and Investments for details. In addition, the maximum loss exposure as of September 30, 2018 would not exceed the carrying amount of our investment.
These unconsolidated VIEs have exposure to real estate debt of approximately $3.01 billion at September 30, 2018.
Note 16 — Equity
Preferred Stock. The Series A and B preferred stock became redeemable by us in February 2018 and May 2018, respectively. The Series C preferred stock may not be redeemed by us before February 2019.
Common Stock. In July 2018, we issued 6,820,196 shares in connection with the exchange of our 5.375% Convertible Notes and 6.50% Convertible Notes. See Note 10 — Debt Obligations for details.
In May 2018, we completed a public offering in which we sold 5,500,000 shares of our common stock for $8.72 per share, and received net proceeds of $47.8 million after deducting the underwriter’s discount and other offering expenses. The proceeds were used to make investments and for general corporate purposes.
We have an “At-The-Market” equity offering sales agreement with JMP Securities LLC (“JMP,”) which entitles us to issue and sell up to 7,500,000 shares of our common stock through JMP. Sales of the shares are made by means of ordinary brokers’ transactions or otherwise at market prices prevailing at the time of sale, or at negotiated prices.
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During the nine months ended September 30, 2018, we sold 952,700 shares for net proceeds of $8.1 million. As of September 30, 2018, we had approximately 6,500,000 shares available under this agreement.
In June 2018, we filed, and the SEC declared effective, a new shelf registration statement for $500.0 million of debt securities, common stock, preferred stock, depositary shares and warrants.
Noncontrolling Interest. Noncontrolling interest relates to the operating partnership units (“OP Units”) issued to satisfy a portion of the Acquisition purchase price. Upon the closing of the Acquisition in 2016, we issued 21,230,769 OP Units. The value of these OP Units at the Acquisition date was $154.8 million. Each of these OP Units are paired with one share of our special voting preferred shares having a par value of $0.01 per share and is entitled to one vote each on any matter submitted for stockholder approval. In August 2018, ACM distributed 577,185 OP Units and special voting preferred shares to two of its partners in consideration for their respective membership interests, which were redeemed by us for cash totaling $6.8 million. At September 30, 2018, there were 20,653,584 OP Units outstanding, which represents approximately 21.4% of the voting power of our outstanding stock. The OP Units are entitled to receive distributions if and when our Board of Directors authorizes and declares common stock distributions. The OP Units are also redeemable for cash, or at our option, for shares of our common stock on a one-for-one basis.
Distributions. Dividends declared (on a per share basis) during the nine months ended September 30, 2018 were as follows:
Common Stock
Preferred Stock
Dividend (1)
Declaration Date
Dividend
Series A
Series B
Series C
February 21, 2018
0.21
February 2, 2018
0.515625
0.484375
0.53125
May 2, 2018
August 1, 2018
(1) The dividend declared on August 1, 2018 was for June 1, 2018 through August 31, 2018, the dividend declared on May 2, 2018 was for March 1, 2018 through May 31, 2018 and the dividend declared on February 2, 2018 was for December 1, 2017 through February 28, 2018.
Common Stock — On October 31, 2018, the Board of Directors declared a cash dividend of $0.27 per share of common stock. The dividend is payable on November 30, 2018 to common stockholders of record as of the close of business on November 15, 2018.
Preferred Stock — On October 31, 2018, the Board of Directors declared a cash dividend of $0.515625 per share of 8.25% Series A preferred stock; a cash dividend of $0.484375 per share of 7.75% Series B preferred stock; and a cash dividend of $0.53125 per share of 8.50% Series C preferred stock. These amounts reflect dividends from September 1, 2018 through November 30, 2018 and are payable on November 30, 2018 to preferred stockholders of record on November 15, 2018.
Deferred Compensation. In August 2018, we issued our chief executive officer 294,985 shares of performance-based restricted stock under his 2017 annual incentive agreement as a result of the Company meeting its goals related to the integration of the Acquisition. The award had a grant date fair value of $3.4 million and we recorded $0.2 million to employee compensation and benefits in our consolidated statements of income.
In March 2018, we issued 265,444 shares of restricted common stock under the 2017 Amended Omnibus Stock Incentive Plan (the “2017 Plan”) to certain employees of ours with a total grant date fair value of $2.3 million and recorded $0.8 million to employee compensation and benefits in our consolidated statements of income. One third of the shares vested as of the grant date, one third will vest in March 2019, and the remaining third will vest in March 2020. In March 2018, we also issued 58,620 shares of fully vested common stock to the independent members of the Board of Directors under the 2017 Plan and recorded $0.5 million to selling and administrative expense in our consolidated statements of income.
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During the first quarter of 2018, we issued 63,584 shares of restricted common stock to our chief executive officer under his 2017 annual incentive agreement with a grant date fair value of $0.6 million and recorded $0.1 million to employee compensation and benefits in our consolidated statements of income. One quarter of the shares vested as of the grant date and one quarter will vest on each of the first, second and third anniversaries of the grant date. Our chief executive officer was also granted up to 381,503 performance-based restricted stock units that vest at the end of a four-year performance period based on our achievement of certain total stockholder return objectives. The restricted stock units had a grant date fair value of $0.8 million and we recorded less than $0.1 million to employee compensation and benefits in our consolidated statements of income.
Earnings Per Share (“EPS”). Basic EPS is calculated by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period inclusive of unvested restricted stock with full dividend participation rights. Diluted EPS is calculated by dividing net income by the weighted average number of shares of common stock outstanding plus the additional dilutive effect of common stock equivalents during each period using the treasury stock method. Our common stock equivalents include the weighted average dilutive effect of performance-based restricted stock units granted to our chief executive officer, OP Units and convertible senior unsecured notes.
The following tables reconcile the numerator and denominator of our basic and diluted EPS computations ($ in thousands, except share and per share data):
Net income attributable to common stockholders (1)
Net income attributable to noncontrolling interest (2)
Net income attributable to common stockholders and noncontrolling interest
35,536
22,083
Weighted average shares outstanding
Dilutive effect of OP Units (2)
21,023,735
21,230,769
Dilutive effect of restricted stock units (3)
1,559,217
1,104,552
Dilutive effect of convertible notes (4)
1,050,430
Net income per common share (1)
93,440
60,561
21,160,999
1,441,264
1,077,178
1,041,212
32,468
(1) Net of preferred stock dividends.
(2) We consider OP Units to be common stock equivalents as the holders have voting rights, the right to distributions and the right to redeem the OP Units for the cash value of a corresponding number of shares of common stock or a corresponding number of shares of common stock, at our election.
(3) Mr. Kaufman is granted restricted stock units annually, which vest at the end of a four-year performance period based upon our achievement of total stockholder return objectives.
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(4) The convertible senior unsecured notes impact diluted earnings per share if the average price of our common stock exceeds the conversion price, as calculated in accordance with the terms of the indenture.
Note 17 — Income Taxes
As a REIT, we are generally not subject to U.S. federal income tax to the extent of our distributions to stockholders and as long as certain asset, income, distribution, ownership and administrative tests are met. To maintain our qualification as a REIT, we must annually distribute at least 90% of our REIT taxable income to our stockholders and meet certain other requirements. We may also be subject to certain state, local and franchise taxes. Under certain circumstances, federal income and excise taxes may be due on our undistributed taxable income. If we were to fail to meet these requirements, we would be subject to U.S. federal income tax, which could have a material adverse impact on our results of operations and amounts available for distributions to our stockholders. We believe that all of the criteria to maintain our REIT qualification have been met for the applicable periods, but there can be no assurance that these criteria will continue to be met in subsequent periods.
The Agency Business is operated through our TRS Consolidated Group and is subject to U.S. federal, state and local income taxes. In general, our TRS entities may hold assets that the REIT cannot hold directly and may engage in real estate or non-real estate-related business.
The Tax Cuts and Jobs Act (“Tax Reform”) was signed into law on December 22, 2017. Among numerous provisions included in the new tax law was the reduction of the corporate federal income tax rate from 35% to 21%. Our provision for income taxes in the nine months ended September 30, 2018 reflects the newly enacted corporate federal income tax rate of 21%. The final impact of the Tax Reform may differ due to, and among other things, changes in interpretations, assumptions made by us, the issuance of additional guidance and actions we may take as a result of the Tax Reform.
In the three and nine months ended September 30, 2018, we recorded a tax provision of $5.4 million and $1.1 million, respectively. In the three and nine months ended September 30, 2017, we recorded a tax provision of $6.7 million and $16.2 million, respectively. The provision for income taxes recorded in the three months ended September 30, 2018 consisted of a current tax provision of $6.7 million and a deferred tax benefit of $1.3 million. The tax provision recorded in the nine months ended September 30, 2018 consisted of a current tax provision of $15.6 million and a deferred tax benefit of $14.5 million. The deferred tax benefit recorded in the nine months ended September 30, 2018 was due primarily to our payoff in January 2018 of the $50.0 million preferred equity interest entered into with ACM to finance a portion of the Acquisition purchase price. When we entered into the Acquisition, we established a deferred tax liability in connection with the $50.0 million preferred equity interest. Upon payoff in January 2018, the deferred tax liability was written off. See Note 10 — Debt Obligations for details. The provision for income taxes recorded in the three months ended September 30, 2017 consisted of a current tax provision of $7.6 million and a deferred tax benefit of $0.9 million. The provision for income taxes recorded in the nine months ended September 30, 2017 consisted of a current tax provision of $16.2 million.
Current and deferred taxes are primarily recorded on the portion of earnings (losses) recognized by us with respect to our interest in the TRS’s. Deferred income tax assets and liabilities are calculated based on temporary differences between our U.S. GAAP consolidated financial statements and the federal, state, local tax basis of assets and liabilities as of the consolidated balance sheets.
Note 18 — Agreements and Transactions with Related Parties
Management Agreement. Prior to May 31, 2017, we had a management agreement with ACM, pursuant to which ACM provided us with a variety of professional and advisory services vital to our operations, including underwriting, accounting and treasury, compliance, marketing, information technology and human resources. Pursuant to the terms of the management agreement, we reimbursed ACM for its actual costs incurred in connection with managing our business through a base management fee, and, under certain circumstances, an annual incentive fee. In May 2017, we terminated the existing management agreement. We incurred base management fees of $6.7 million in the nine months ended September 30, 2017.
We have a shared services agreement with ACM where we provide limited support services to ACM and they reimburse us for the costs of performing such services. During the three and nine months ended September 30, 2018, we incurred $0.3 million and $0.9 million, respectively, and, during the three and nine months ended September 30, 2017, we incurred $0.3 million and $0.4 million, respectively, of costs for services provided to ACM, which are included in due from related party on the consolidated balance sheets.
Other Related Party Transactions. Due from related party was $97.5 million and $0.7 million at September 30, 2018 and December 31, 2017, respectively. The increase was primarily due to payoffs to be remitted by our affiliated servicing operations related to real estate transactions.
Due to related party was $0.5 million at September 30, 2018 and consisted of loan payoffs, holdbacks and escrows to be remitted to our affiliated servicing operations related to real estate transactions.
In August 2018, we originated a $17.7 million bridge loan to an entity owned, in part, by an immediate family member of our chief executive officer, who owns a 10.8% interest in the borrowing entity. The loan was used to purchase several undeveloped parcels of land. The loan has a fixed interest rate of 10% and matures in May 2019. Interest income recorded from this loan totaled $0.3 million for both the three and nine months ended September 30, 2018.
In June 2018, we originated a $21.7 million bridge loan on a multifamily property owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns 75% in the borrowing entity. The loan has an interest rate of LIBOR plus 4.75%, with a LIBOR floor of 1.25%, and matures in June 2021. Interest income recorded from this loan totaled $0.3 million and $0.4 million for the three and nine months ended September 30, 2018, respectively.
In April 2018, we acquired a $9.4 million bridge loan which was originated by ACM. The loan was used to purchase several multifamily properties by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns 75% of the borrowing entity. The loan has an interest rate of LIBOR plus 5.0% with a LIBOR floor of 1.25% and matures in January 2021. Interest income recorded from this loan totaled $0.1 million and $0.2 million for the three and nine months ended September 30, 2018, respectively.
In January 2018, we paid $50.0 million in full satisfaction of the related party financing we entered into with ACM to finance a portion of the Acquisition purchase price. We incurred interest expense related to this financing of $0.3 million for the nine months ended September 30, 2018 and $1.0 million and $2.9 million for the three and nine months ended September 30, 2017, respectively.
In December 2017, we acquired a $32.8 million bridge loan which was originated by ACM. The loan was used to purchase several multifamily properties by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns 90% of the borrowing entity. The loan has an interest rate of LIBOR plus 5.0%, with a LIBOR floor of 1.13%, and matures in June 2020. Interest income recorded from this loan totaled $0.6 million and $1.7 million for the three and nine months ended September 30, 2018, respectively.
In the fourth quarter of 2017, we originated two bridge loans totaling $28.0 million on two multifamily properties owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns 45% of the borrowing entity. The loans have an interest rate of LIBOR plus 5.25% with LIBOR floors ranging from 1.24% to 1.54% and mature in the fourth quarter of 2020. Interest income recorded from these loans totaled $0.5 million and $1.6 million for the three and nine months ended September 30, 2018, respectively.
In July 2017, we originated a $36.0 million bridge loan on a multifamily property owned in part by a consortium of investors. The consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) own a 95% interest in the borrowing entity. The loan had an interest rate of LIBOR plus 4.5% with a LIBOR floor of 1% and was scheduled to mature in July 2020. This loan was repaid in full in
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August 2018. Interest income recorded from this loan totaled $0.7 million and $1.9 million for the three and nine months ended September 30, 2018, respectively, and $0.4 million for both the three and nine months ended September 30, 2017.
In May 2017, we originated a $46.9 million Fannie Mae loan on a multifamily property owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers) which owns a 21.4% interest in the borrowing entity. We carry a maximum loss-sharing obligation with Fannie Mae on this loan of up to 5% of the original UPB. Servicing revenue recorded from this loan was less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2018, respectively, and less than $0.1 million for both the three and nine months ended September 30, 2017.
In March 2017, a consortium of investors (which includes, among other unaffiliated investors, our chief executive officer and ACM) invested $2.0 million for a 26.1% ownership interest in two portfolios of multifamily properties which has two bridge loans totaling $14.8 million originated by us in 2016. The loans had an interest rate of LIBOR plus 5.25% with a LIBOR floor of 0.5% and were scheduled to mature in November 2018. One of the loans was repaid in full in the fourth quarter of 2017 and the remaining loan paid off in June 2018. Interest income recorded from these loans totaled $0.3 million for the nine months ended September 30, 2018 and $0.3 million and $0.8 million for the three and nine months ended September 30, 2017, respectively.
In January 2017, we modified a $5.0 million preferred equity investment, subsequently increasing our balance to $15.0 million, with a commitment to fund an additional $5.0 million. This investment had a fixed interest rate of 11% that was scheduled to mature in January 2020, however, the principal was repaid in full in the fourth quarter of 2017. We also entered into an agreement with a consortium of investors (which include, among other unaffiliated investors, certain of our officers and our chief executive officer) which admitted them as a member to fund the remaining $5.0 million preferred equity investment, which was generally subordinate to our investment. Interest income recorded from our investment totaled $0.2 million and $0.5 million in the three and nine months ended September 30, 2017, respectively.
In January 2017, Ginkgo Investment Company LLC (“Ginkgo”), of which one of our directors is a 33% managing member, purchased a multifamily apartment complex which assumed an existing $8.3 million Fannie Mae loan that we service. Ginkgo subsequently sold the majority of its interest in this property and owned a 3.6% interest at September 30, 2018. We carry a maximum loss-sharing obligation with Fannie Mae on this loan of up to 20% of the original UPB. Upon the sale, we received a 1% loan assumption fee which was governed by existing loan agreements that were in place when the loan was originated in 2015, prior to such purchase. Servicing revenue recorded from this loan was less than $0.1 million for all periods presented.
In 2016, we originated $48.0 million of bridge loans on six multifamily properties owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns interests ranging from 10.5% to 12.0% in the borrowing entities. The loans have an interest rate of LIBOR plus 4.5% with a LIBOR floor of 0.25% and mature in September 2019. In August 2017, a $6.8 million loan on one property paid off in full and in May 2018 three additional loans totaling $23.2 million paid off in full. Interest income recorded from these loans totaled $0.3 million and $1.6 million for the three and nine months ended September 30, 2018, respectively, and $0.7 million and $2.1 million for the three and nine months ended September 30, 2017, respectively.
In 2016, we originated a $12.7 million bridge loan and a $5.2 million preferred equity investment on two multifamily properties owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns a 50% interest in the borrowing entity. The loan has an interest rate of LIBOR plus 4.5% with a LIBOR floor of 0.25% and matures in January 2019. The preferred equity investment has a fixed interest rate of 10% and a maturity extended to November 2018. Interest income recorded from these loans totaled $0.4 million and $1.0 million for the three and nine months ended September 30, 2018, respectively, and $0.3 million and $0.9 million for the three and nine months ended September 30, 2017, respectively.
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In 2016, we originated a $19.0 million bridge loan on a multifamily property owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns a 7.5% interest in the borrowing entity. The loan had an interest rate of LIBOR plus 4.5% with a LIBOR floor of 0.25% and was scheduled to mature in January 2019. In January 2018, this loan paid off in full. Interest income recorded from this loan totaled $0.3 million for the nine months ended September 30, 2018 and $0.3 million and $0.8 million for the three and nine months ended September 30, 2017, respectively.
In 2015, we originated a $7.1 million bridge loan on a multifamily property owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns a 7.5% interest in the borrowing entity. In August 2017, this loan paid off in full. The loan had an interest rate of LIBOR plus 4.5%, with a LIBOR floor of 0.25%. Interest income recorded from this loan totaled $0.1 million and $0.3 million for the three and nine months ended September 30, 2017, respectively.
In 2015, we originated two bridge loans totaling $16.7 million secured by multifamily properties acquired by a third party investor. The properties were owned and were sold in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers, our chief executive officer and certain other related parties). The loans have an interest rate of LIBOR plus 5% with a LIBOR floor of 0.25% and were scheduled to mature in October 2018. One of the loans paid off in full in September 2018 and the remaining loan was extended to November 2018. Interest income recorded from these loans totaled $0.3 million and $1.0 million for the three and nine months ended September 30, 2018, respectively, and $0.3 million and $0.8 million for the three and nine months ended September 30, 2017, respectively.
In 2015, we originated a $3.0 million mezzanine loan on a multifamily property that had a $47.0 million first mortgage initially originated by ACM. The loan bore interest at a fixed rate of 12.5% and was scheduled to mature in April 2025. In January 2018, this loan paid off in full. Interest income recorded from this loan totaled $0.1 million for the nine months ended September 30, 2018 and $0.1 million and $0.3 million for the three and nine months ended September 30, 2017, respectively.
In 2015, we invested $9.6 million for 50% of ACM’s indirect interest in a joint venture with a third party that was formed to invest in a residential mortgage banking business. As a result of this transaction, we had an initial indirect interest of 22.5% in this entity. Since the initial investment, we invested an additional $16.1 million through this joint venture in non-qualified residential mortgages purchased from the mortgage banking business’s origination platform and we received cash distributions totaling $16.9 million (that were classified as returns of capital) as a result of the joint venture selling most of its mortgage assets (which $0.7 million was received in the nine months ended September 30, 2018). We recorded income from these investments of $0.4 million and $1.2 million in the three and nine months ended September 30, 2018, respectively, and a loss of $1.2 million and $1.8 million in the three and nine months ended September 30, 2017, respectively. In connection with a litigation settlement related to this investment, we provided a guaranty of up to 50% of any amounts payable in connection with the settlement. ACM has also provided us with a guaranty to pay up to 50% of any amounts we may pay under this guaranty. As of September 30, 2018, our maximum exposure under this guaranty totals $2.3 million. We have not accrued this amount as we do not believe that we will be required to make any nonrefundable payments under this guaranty. See Note 8—Investments in Equity Affiliates for details.
In 2014, we invested $0.1 million for a 5% interest in a joint venture that owns two multifamily properties. The joint venture is comprised of a consortium of investors (which includes, among other unaffiliated investors, certain of our officers, our chief executive officer and certain other related parties) which owns a 95% interest. We had a $1.7 million bridge loan to the joint venture with an interest rate of 5.5% over LIBOR. The loan was repaid in full in the fourth quarter of 2017. Interest income recorded from this loan was less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2017, respectively.
In 2014, we originated a $30.4 million bridge loan for an office property owned in part by a consortium of investors (which includes, among other unaffiliated investors, our chief executive officer and his affiliates) which owns a 24% interest in the borrowing entity. The loan matured in August 2017 and was refinanced with a $43.2 million bridge loan that has an interest rate of 4% over LIBOR with a LIBOR floor of 1.23% and matures in August 2020. We also
originated a $4.6 million mezzanine loan in 2016 to this entity that had a fixed interest rate of 12%, which was repaid in full at maturity in August 2017. In the fourth quarter of 2017, the consortium of investors sold their ownership interest in the borrowing entity. Interest income recorded from these loans totaled $0.8 million and $2.4 million for the three and nine months ended September 30, 2017, respectively.
In 2014, ACM purchased a property subject to two loans originated by us, a first mortgage of $14.6 million and a second mortgage of $5.1 million, both with maturity dates of April 2016 and an interest rate of 4.8% over LIBOR. In 2016, the $5.1 million second mortgage was repaid in full and the $14.6 million first mortgage was extended to April 2018 and paid off at maturity. Interest income recorded from these loans totaled $0.2 million for the nine months ended September 30, 2018 and $0.2 million and $0.7 million for the three and nine months ended September 30, 2017, respectively.
We, along with an executive officer of ours and a consortium of independent outside investors, hold equity investments in a portfolio of multifamily properties referred to as the Lexford Portfolio (“Lexford”), which is managed by an entity owned primarily by a consortium of affiliated investors, including our chief executive officer and an executive officer of ours. Based on the terms of the management contract, the management company is entitled to 4.75% of gross revenues of the underlying properties, along with the potential to share in the proceeds of a sale or restructuring of the debt. In June 2018, the owners of Lexford restructured part of its debt and we originated twelve bridge loans totaling $280.5 million, which were used to repay in full certain existing mortgage debt and to renovate 72 multifamily properties included in the portfolio. The loans which we originated in June 2018 have interest rates of 400 basis points over LIBOR and mature in June 2021 (with 2 one-year extension options). Interest income recorded from these loans totaled $4.4 million and $5.5 million in the three and nine months ended September 30, 2018, respectively. Further, as part of this June 2018 restructuring, $50.0 million in unsecured financing was provided by an unsecured lender to certain parent entities of the property owners. ACM owns slightly less than half of the unsecured lender entity and, therefore, provided slightly less than half of the unsecured lender financing. In addition, in connection with our equity investment, we received distributions totaling $0.7 million during both the three months ended September 30, 2018 and 2017 and $1.9 million and $2.0 million during the nine months ended September 30, 2018 and 2017, respectively, which were recorded as (loss) income from equity affiliates. Separate from loans which we originated in June 2018, we provide limited (“bad boy”) guarantees for certain other debt controlled by Lexford. The bad boy guarantees may become a liability for us upon standard “bad” acts such as fraud or a material misrepresentation by Lexford or us. At September 30, 2018, this debt had an aggregate outstanding balance of $307.9 million and is scheduled to mature between 2019 and 2025.
Several of our executives, including our chief financial officer, general counsel and our chairman, chief executive officer and president, hold similar positions for ACM. Our chief executive officer and his affiliated entities (“the Kaufman Entities”) together beneficially own approximately 75% of the outstanding membership interests of ACM and certain of our employees and directors also hold an ownership interest in ACM. Furthermore, one of our directors serves as the trustee and co-trustee of two of the Kaufman Entities that hold membership interests in ACM. Upon the closing of the Acquisition in 2016, we issued 21,230,769 OP Units, each paired with one share of our Special Voting Preferred Shares. In December 2017 and August 2018, ACM distributed 5,780,348 and 577,185 OP Units, respectively, to its members, which include the Kaufman Entities and certain of our officers and employees. At September 30, 2018, ACM holds 5,349,053 shares of our common stock and 14,873,236 OP Units, which represents 21.0% of the voting power of our outstanding stock. Our Board of Directors approved a resolution under our charter allowing our chief executive officer and ACM, (which our chief executive officer has a controlling equity interest in), to own more than the 5% ownership interest limit of our common stock as stated in our amended charter.
Note 19 — Segment Information
The summarized statements of income and balance sheet data, as well as certain other data, by segment are included in the following tables ($ in thousands). Specifically identifiable costs are recorded directly to each business segment. For items not specifically identifiable, costs have been allocated between the business segments using the most meaningful allocation methodologies, which was predominately direct labor costs (i.e., time spent working on each business segment). Such costs include, but are not limited to, compensation and employee related costs, selling
and administrative expenses, management fees (through May 31, 2017 — effective date of the full internalization of our management team and termination of the existing management agreement with ACM) and stock-based compensation.
Other / Eliminations (1)
Consolidated
61,232
6,268
35,508
4,040
25,724
2,228
Servicing revenue
26,082
Amortization of MSRs
406
(4,388
3,057
52,523
6,683
21,092
4,465
5,529
447
1,401
4,698
30,041
Income before extinguishment of debt, loss from equity affiliates and income taxes
24,083
24,710
Loss on extinguishment of debt
Loss from equity affiliates
18,095
19,329
16,207
(7,799
42
37,259
4,881
19,913
2,975
962
17,346
1,906
(962
20,231
540
238
3,208
44,781
5,670
19,524
3,014
4,593
429
1,400
13,696
22,900
Income before income from equity affiliates and income taxes
6,858
23,787
7,854
17,079
5,966
(6,624
43
162,645
15,763
100,324
10,166
329
62,321
5,597
(329
70,301
(2,331
9,282
146,384
21,019
63,065
11,500
16,283
1,338
4,201
32,809
86,389
Income before extinguishment of debt, income from equity affiliates and income taxes
38,794
65,592
Benefit from (provision for) income taxes
500
(1,596
35,438
63,996
29,773
(22,676
44
95,685
14,448
51,866
8,946
2,886
43,819
5,502
(2,886
55,350
1,381
(2,312
10,136
128,920
13,570
53,291
8,993
14,143
1,341
3,259
3,414
37,249
74,644
Income before extinguishment of debt, income
from equity affiliates and income taxes
16,706
59,778
Gain on extinguishment of debt
25,578
43,534
(19,483
(1) Includes certain corporate expenses not allocated to the two reportable segments, such as financing costs associated with the Acquisition, as well as income allocated to the noncontrolling interest holders.
45
Other / Eliminations
45,001
47,597
Securities held to maturity
12,500
105,065
172,078
19,291
191,369
3,552,105
982,155
Debt obligations
2,863,266
3,355,869
140,662
37,852
178,514
3,003,928
563,860
37,056
67,318
109,266
66,227
13,512
79,739
2,857,961
767,984
2,189,700
2,531,236
155,814
42,819
1,009
199,642
2,345,514
364,866
51,009
Origination Data:
New loan originations
287,480
473,171
1,208,550
1,057,004
Loan payoffs / paydowns
255,575
270,010
684,216
723,977
Origination Volumes by Investor:
995,662
650,374
2,264,870
2,216,820
317,516
328,075
1,060,456
880,597
77,236
18,273
137,973
189,087
CMBS/Conduit
20,650
36,883
21,370
1,411,064
996,722
3,500,182
3,307,874
Total loan commitment volume
1,376,376
928,181
3,499,569
3,181,367
Loan Sales Data:
867,601
665,960
2,175,846
2,569,821
286,423
342,630
974,551
862,376
15,330
43,483
83,443
167,709
1,190,004
1,052,073
3,270,723
Sales margin (fee-based services as a % of loan sales)
1.47
1.63
1.57
1.52
MSR rate (MSR income as a % of loan commitments)
1.83
2.04
1.79
1.77
46
Key Servicing Metrics for Agency Business:
UPB of Servicing Portfolio
Wtd. Avg. Servicing Fee Rate (basis points)
Wtd. Avg. Life of Servicing Portfolio (in years)
52.3
7.7
30.8
11.0
15.7
20.1
46.2
8.8
53.6
6.9
29.5
10.5
16.5
47.7
8.1
47
You should read the following discussion in conjunction with the unaudited consolidated interim financial statements, and related notes and the section entitled “Forward-Looking Statements” included herein.
Overview
Through our Structured Business, we invest in a diversified portfolio of structured finance assets in the multifamily and commercial real estate markets, primarily consisting of bridge and mezzanine loans, including junior participating interests in first mortgages, preferred and direct equity. We may also directly acquire real property and invest in real estate-related notes and certain mortgage-related securities. Through our Agency Business, we originate, sell and service a range of multifamily finance products through GSE, HUD and CMBS programs. We retain the servicing rights and asset management responsibilities on substantially all loans we originate and sell under the GSE and HUD programs.
Through May 2017, we were externally managed and advised by ACM. Effective May 31, 2017, we terminated the existing management agreement with ACM and fully internalized our management team.
We conduct our operations to qualify as a REIT. A REIT is generally not subject to federal income tax on its REIT—taxable income that is distributed to its stockholders, provided that at least 90% of its REIT—taxable income is distributed and provided that certain other requirements are met.
Our operating performance is primarily driven by the following factors:
Net interest income earned on our investments. Net interest income represents the amount by which the interest income earned on our assets exceeds the interest expense incurred on our borrowings. If the yield on our assets increases or the cost or borrowings decreases, this will have a positive impact on earnings. However, if the yield earned on our assets decreases, or the cost of borrowings increases, this will have a negative impact on earnings. Net interest income is also directly impacted by the size and performance of our asset portfolio. We recognize the bulk of our net interest income from our Structured Business. Additionally, we recognize net interest income from loans originated through our Agency Business, which are generally sold within 60 days of origination.
Fees and other revenues recognized from originating, selling and servicing mortgage loans through the GSE and HUD programs. Revenue recognized from the origination and sale of mortgage loans consists of gains on sale of loans (net of any direct loan origination costs incurred), commitment fees, broker fees, loan assumption fees and loan origination fees. These gains and fees are collectively referred to as gain on sales, including fee-based services, net. We record income from MSRs at the time of commitment to the borrower, which represents the fair value of the expected net future cash flows associated with the rights to service mortgage loans that we originate, with the recognition of a corresponding asset upon sale. We also record servicing revenue which consists of fees received for servicing mortgage loans and earnings on escrows, net of amortization on the MSR assets recorded. These originations, selling and servicing fees and other revenues are included in our Agency Business results. Although we have long-established relationships with the GSE and HUD agencies, our operating performance would be negatively impacted if our business relationships with these agencies deteriorate.
Income earned from our structured transactions. Our structured transactions are primarily comprised of investments in equity affiliates, which represent unconsolidated joint venture investments formed to acquire, develop and/or sell real estate-related assets. Operating results from our unconsolidated equity investments can be difficult to predict and can vary significantly period-to-period. In addition, we periodically receive distributions from our equity investments. It is difficult to forecast the timing of such payments, which can be substantial in any given quarter. We account for structured transactions within our Structured Business.
Credit quality of our loans and investments, including our servicing portfolio. Effective portfolio management is essential to maximize the performance and value of our loan, investment and servicing portfolios. Maintaining the credit quality of the loans in our portfolios is of critical importance. Loans that do not perform in accordance with their terms may have a negative impact on earnings and liquidity.
Significant Developments During the Third Quarter of 2018
Capital Markets Activity. We issued $264.5 million of our 5.25% Convertible Notes, receiving proceeds of $256.1 million, net of the underwriter’s discount and fees. We used the net proceeds primarily for the initial exchange of $127.6 million of our 5.375% Convertible Notes and $99.8 million of our 6.50% Convertible Notes for a combination of $219.8 million in cash and 6.8 million shares of our common stock. We recorded a loss on extinguishment of debt totaling $5.0 million related to the redemption of our 5.375% Convertible Notes and 6.50% Convertible Notes. (see Note 10 — Debt Obligations for details)
Financing Activity. We increased the capacity in our Agency Business credit facilities by $250.0 million, of which $150.0 million is a temporary increase through January 2019. (see Note 10 — Debt Obligations for details)
Dividend. We raised our quarterly common dividend to $0.27 per share, a 42% increase over the quarterly common dividend paid in the prior year comparable quarter of $0.19 per share and an 8% increase from the prior quarter common dividend paid of $0.25 per share.
Agency Business Activity.
· Loan originations and sales totaled $1.41 billion and $1.19 billion, respectively; and
· Our fee-based servicing portfolio grew 4% to $17.79 billion from $17.11 billion at June 30, 2018.
Structured Business Activity.
· Our Structured loan and investment portfolio grew to $3.17 billion on loan originations totaling $287.5 million, partially offset by loan runoff totaling $255.6 million; and
· In July 2018, we received net proceeds of $10.2 million from the settlement of a litigation related to a prior investment, which was recognized as a gain.
Current Market Conditions, Risks and Recent Trends
Our ability to execute our business strategy, particularly the growth of our Structured Business portfolio of loans and investments, is dependent on many factors, including our ability to access capital and financing on favorable terms. The past economic downturn had a significant negative impact on both us and our borrowers and limited our ability for growth. If similar economic conditions recur in the future, it may limit our options for raising capital and obtaining financing on favorable terms and may also adversely impact the creditworthiness of our borrowers which could result in their inability to repay their loans.
We rely on the capital markets to generate capital for financing the growth of our business. While we have been successful in generating capital through the debt and equity markets over the past several quarters, there can be no assurance that we will continue to have access to such markets. If we were to experience a prolonged downturn in the stock or credit markets, it could cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our business plan accordingly.
The Federal Reserve increased its targeted Federal Rate 75 basis points during 2017 and by another 75 basis points during the first nine months of 2018. To date, we have not been significantly impacted by these increases and do not anticipate a significant decline in origination volume or profitability as interest rates remain at historically low levels. However, we cannot be certain that such a trend will continue as the number, timing, and magnitude of additional increases by the Federal Reserve, combined with other macroeconomic factors, may have a different effect on the commercial real estate market.
The Trump administration continues to focus on several issues that could impact interest rates and the U.S. economy, including the recently enacted Tax Reform. As a result of the Tax Reform, we expect to realize a benefit from the reduction of the corporate federal income tax rate from 35% to 21%, as our Agency Business operates in a TRS. While there is uncertainty regarding the specifics and timing of any future policy changes, any such actions could impact our business.
49
We are a national originator with Fannie Mae and Freddie Mac, and the GSEs remain the most significant providers of capital to the multifamily market. The Federal Housing Finance Agency (“FHFA”) released the GSE 2018 Scorecard (“2018 Scorecard,”) which established Fannie Mae’s and Freddie Mac’s loan origination caps at $35.00 billion (“2018 Caps”) each for the multifamily finance market, a $1.50 billion decrease from the 2017 loan origination caps. Affordable housing loans, loans to small multifamily properties, and manufactured housing rental community loans continue to be excluded from the 2018 Caps. In addition, the definition of the affordable loan exclusions has added an extremely-high cost market category, continues to encompass affordable housing in high- and very-high cost markets and allows for an exclusion from the 2018 Caps for the pro-rata portion of any loan on a multifamily property that includes affordable units. The 2018 Scorecard continues to provide FHFA the flexibility to review the estimated size of the multifamily loan origination market quarterly and proactively adjust the 2018 Caps accordingly. The 2018 Scorecard also continues to provide exclusions for loans to properties in underserved markets and for loans to finance certain energy or water efficiency improvements, however, to qualify for this exclusion, the projected annual energy or water savings must be at least 25%. Our originations with the GSEs are highly profitable executions as they provide significant gains from the sale of our loans, non-cash gains related to MSRs and servicing revenues, therefore, a decline in our GSE originations would negatively impact our financial results. We are unsure whether the FHFA will impose stricter limitations on GSE multifamily production volume in the future.
The commercial real estate markets continue to improve, but uncertainty remains as a result of global market instability, the current political climate and other matters and their potential impact on the U.S. economy and commercial real estate markets. In addition, the growth in multifamily rental rates seen over the past few years are showing signs of stabilizing. If real estate values decline and/or rent growth subsides, it may limit our new mortgage loan originations since borrowers often use increases in the value of, and revenues produced from, their existing properties to support the purchase or investment in additional properties. Declining real estate values may also significantly increase the likelihood that we will incur losses on our loans in the event of default because the value of our collateral may be insufficient to cover our cost on the loan. Any sustained period of increased payment delinquencies, foreclosures or losses could adversely affect both our net interest income from loans as well as our ability to originate, sell and securitize loans, which would significantly impact our results of operations, financial condition, business prospects and our ability to make distributions to our stockholders.
The economic environment over the past few years has seen continued improvement in commercial real estate values, which has generally increased payoffs and reduced the credit exposure in our loan and investment portfolio. We have made, and continue to make, modifications and extensions to loans when it is economically feasible to do so. In some cases, a modification is a more viable alternative to foreclosure proceedings when a borrower cannot comply with loan terms. In doing so, lower borrower interest rates, combined with non-performing loans, would lower our net interest margins when comparing interest income to our costs of financing. However, since 2013, the levels of modifications and delinquencies have generally declined as property values have increased and borrowers’ access to financing has improved. If the markets were to deteriorate and the U.S. experienced a prolonged economic downturn, we believe there could be additional loan modifications and delinquencies, which may result in reduced net interest margins and additional losses throughout our sector.
Changes in Financial Condition
Assets — Comparison of balances at September 30, 2018 to December 31, 2017:
Restricted cash increased $63.3 million, primarily due to payoffs on our CLO loans in excess of loans transferred into our CLO vehicles. Restricted cash is kept on deposit with the trustees for our CLOs and primarily represents proceeds received from loan payoffs and paydowns that have not yet been disbursed to bondholders or redeployed into new assets, as well as unfunded loan commitments and interest payments received from loans.
Our Structured loan and investment portfolio balance was $3.17 billion and $2.65 billion at September 30, 2018 and December 31, 2017, respectively. This increase was primarily due to loan originations exceeding payoffs and other reductions by $524.3 million. See below for details.
Our portfolio had a weighted average current interest pay rate of 6.88% and 6.28% at September 30, 2018 and December 31, 2017, respectively. Including certain fees earned and costs associated with the structured portfolio,
50
the weighted average current interest rate was 7.52% and 6.99% at September 30, 2018 and December 31, 2017, respectively. Advances on our financing facilities totaled $2.92 billion and $2.24 billion at September 30, 2018 and December 31, 2017, respectively, with a weighted average funding cost of 4.44% and 4.12%, respectively, which excludes financing costs. Including financing costs, the weighted average funding rate was 5.03% and 4.83% at September 30, 2018 and December 31, 2017, respectively.
Activity from our Structured Business portfolio was comprised of the following ($ in thousands):
Loans originated
Number of loans
69
Weighted average interest rate
7.47
7.16
56
7.90
7.27
Loans extended
216,010
405,387
Loans held-for-sale from the Agency Business increased $202.8 million, primarily related to loan originations exceeding loan sales during the nine months ended September 30, 2018 as noted in the following table (in thousands). These loans are generally sold within 60 days from the loan origination date.
Loan Originations
Loan Sales
Securities held-to-maturity increased $22.7 million as a result of two additional purchases of B Piece bonds from Freddie Mac SBL program securitizations. See Note 7—Securities Held-to-Maturity for details.
Due from related party increased $96.8 million, primarily due to funds from payoffs to be remitted by our affiliated servicing operations related to real estate transactions. These amounts were remitted to us in early October 2018.
Other assets increased $17.0 million, primarily due to an increase in interest and other receivables from new loan originations, as well as an increase in deferred tax assets.
Liabilities — Comparison of balances at September 30, 2018 to December 31, 2017:
Credit facilities and repurchase agreements increased $641.0 million, primarily due to funding of new structured loan activity and an increase in financings on our loans held-for-sale, as a result of loan originations exceeding loan sales during 2018.
Collateralized loan obligations increased $173.7 million, primarily due to the issuance of a new CLO, where we issued $441.0 million of notes to third party investors, partially offset by the unwind of a CLO totaling $267.8 million.
51
Senior unsecured notes increased $27.1 million, due to the issuance of $125.0 million aggregate principal amount of our 5.625% Notes, partially offset by the full redemption of our 7.375% Notes totaling $97.9 million.
Convertible senior unsecured notes, net increased $32.4 million, due to the issuance of $264.5 million of 5.25% Convertible Notes, partially offset by the initial exchange of $127.6 million of our 5.375% Convertible Notes and $99.8 million of our 6.50% Convertible Notes.
In January 2018, we paid $50.0 million in full satisfaction of the related party financing entered into with ACM to finance a portion of the aggregate purchase price of the Acquisition.
Due to borrowers decreased $22.8 million, primarily due to a decrease in funds held on loan originations.
Distributions — Dividends declared (on a per share basis) for the nine months ended September 30, 2018 were as follows:
Deferred Compensation
In August 2018, we issued 294,985 shares of performance-based restricted stock to our chief executive officer. In the first quarter of 2018, we issued 329,028 shares of restricted stock to our employees, including our chief executive officer, 58,620 shares to the independent members of the Board of Directors and up to 381,503 performance-based restricted common stock units to our chief executive officer. See Note 16 — Equity for details.
52
Comparison of Results of Operations for the Three Months Ended September 30, 2018 and 2017
The following table provides our consolidated operating results ($ in thousands):
Increase / (Decrease)
Amount
Percent
25,360
60
15,698
9,662
53
325
6,319
5,724
67
(17
(1
)%
(4,760
nm
7,591
2,581
2,387
(146
(6
4,636
(1,164
(58
(1,857
(5
19,110
(2,024
1,327
(20
13,453
2,137
11,316
nm — not meaningful
The following table presents the average balance of our Structured Business interest-earning assets and interest-bearing liabilities, associated interest income (expense) and the corresponding weighted average yields ($ in thousands):
Average Carrying Value (1)
Interest Income / Expense
W/A Yield / Financing Cost (2)
Structured Business interest-earning assets:
3,015,203
54,786
7.21
1,769,722
31,232
7.00
154,459
3,248
8.34
130,409
3,489
10.62
Mezzanine / junior participation loans
88,954
2,481
11.07
96,471
2,232
9.18
Core interest-earning assets
3,258,616
60,515
7.37
1,996,602
36,953
7.34
Cash equivalents
218,857
717
1.30
235,669
306
0.51
Total interest-earning assets
3,477,473
6.99
2,232,271
6.62
Structured Business interest-bearing liabilities:
CLO
1,596,920
17,982
4.47
1,090,568
12,104
4.40
Warehouse lines
650,964
7,161
4.36
173,285
1,975
4.52
Unsecured debt
386,726
7,056
7.24
198,462
4,198
8.39
Trust preferred
154,379
2,059
5.29
1,636
4.21
68,293
1,250
7.26
Total interest-bearing liabilities
2,857,282
4.93
1,616,651
4.89
(1) Based on UPB for loans, amortized cost for securities and principal amount of debt.
(2) Weighted average yield calculated based on annualized interest income or expense divided by average carrying value.
Net Interest Income
The increase in interest income was primarily due to an increase of $24.0 million, or 64%, from our Structured Business, which was primarily the result of a 63% increase in our average core interest-earning assets, due to loan originations exceeding loan runoff. The impact of the period-over-period increase in the average LIBOR rate of 72% was substantially offset by a decrease in fee income received from accelerated runoff.
The increase in interest expense was primarily due to an increase of $15.6 million, or 78%, from our Structured Business, partially offset by a decrease of $1.0 million from the pay off in January 2018 of the seller financing entered into in connection with the Acquisition. The increase from our Structured Business was primarily due to a 77% increase in the average balance of our interest-bearing liabilities due to growth in our loan portfolio and the issuance of additional unsecured debt. The period-over-period increase in the average LIBOR rate was substantially offset by accelerated deferred financing costs recorded in the third quarter of 2017 related to the unwind of a CLO.
Agency Business Revenue
The increase in income from MSRs was primarily due to a $448.2 million, or 48%, increase in loan commitment volume, as a result of an increase in Fannie Mae loan originations. This increase was partially offset by a 21 basis point decrease in the MSR rate (income from MSRs as a percentage of loan commitment volume) from 2.04% to 1.83%, which was primarily due to a decrease in the servicing rate on Fannie Mae loans.
The increase in servicing revenue, net was primarily due to an increase in our servicing portfolio and an increase in earnings on escrows. Our servicing portfolio increased 14% from $15.60 billion at September 30, 2017 to $17.79 billion at September 30, 2018. Our servicing revenue, net in the third quarter of 2018 and 2017 included $11.8 million and $11.7 million, respectively, of amortization expense.
Other Income, Net
The decrease in other income, net was comprised primarily of a $4.6 million decrease due to changes in the fair value of rate lock commitments in our Agency Business. See Note 13 — Fair Value for details.
Other Expenses
The increase in employee compensation and benefits expense is comprised of $1.6 million from our Agency Business and $1.0 million from our Structured Business. The increase in both businesses is primarily due to increases in accrued compensation and headcount associated with each business’s portfolio growth.
The increase in selling and administrative expenses is comprised of $1.5 million from our Structured Business and $0.9 million from our Agency Business. The increase from our Structured Business is primarily due to an increase in professional fees and the increase from our Agency Business is primarily due to higher professional fees and rent expense, as well as general administrative expenses.
The increase in our provision for loss sharing was primarily related to a $3.3 million reversal of a specific reserve in the third quarter of 2017 related to a Fannie Mae DUS loan that settled with no loss share in our Agency Business, combined with a $1.7 million specific provision in the three months ended September 30, 2018.
The provision for loan losses in the third quarter of 2018 was primarily due to additional reserves of $2.2 million, partially offset by $1.4 million of net payments received related to previously written-off investments. The provision for loan losses in the third quarter of 2017 was due to a $2.0 million provision recorded related to a preferred equity investment. See Note 3 — Loans and Investments for details.
In July 2018, we received net proceeds of $10.2 million from the settlement of a litigation related to a prior investment, which was recognized as a gain in the three months ended September 30, 2018.
Loss on Extinguishment of Debt
The loss on extinguishment of debt in the third quarter of 2018 was due to the exchange of our 5.375% Convertible Notes and 6.50% Convertible Notes (utilizing the proceeds from our 5.25% Convertible Notes) for a combination of $219.8 million in cash and 6.8 million shares of our common stock. See Note 10 — Debt Obligations for details.
(Loss) Income from Equity Affiliates
The decrease in income from equity affiliates was primarily related to a $2.2 million other-than-temporary impairment recorded on one of our investments in the three months ended September 30, 2018.
Provision for Income Taxes
In the three months ended September 30, 2018 and 2017, we recorded a tax provision of $5.4 million and $6.7 million, respectively. The provision for income taxes in the three months ended September 30, 2018 consisted of a current tax provision of $6.7 million and a deferred tax benefit of $1.3 million and the provision for income taxes in the three months ended September 30, 2017 consisted of a current tax provision of $7.6 million and a deferred tax benefit of $0.9 million.
Net Income Attributable to Noncontrolling Interest
The noncontrolling interest relates to the outstanding OP Units issued as part of the Acquisition. There were 20,653,584 OP Units and 21,230,769 OP Units outstanding as of September 30, 2018 and 2017, respectively, which represented 21.4% and 25.6% of our outstanding stock at September 30, 2018 and 2017, respectively.
55
Comparison of Results of Operations for the Nine Months Ended September 30, 2018 and 2017
68,275
47,121
21,154
(3,861
(7
6,605
14,739
(230
(3
(643
16,610
17,223
4,647
246
(700
(26
3,245
(510
112
(6,673
7,305
30,459
(12,076
(652
(37
15,148
(93
32,879
5,750
27,129
2,703,294
142,524
7.05
1,680,662
84,039
6.69
164,818
10,874
8.82
89,078
5,640
8.47
84,637
7,637
12.06
96,534
5,238
2,952,749
161,035
7.29
1,866,274
94,917
6.80
213,233
1,610
1.01
198,745
768
0.52
3,165,982
6.87
2,065,019
6.20
1,493,756
49,499
4.43
938,075
28,489
477,617
16,300
4.56
191,259
5,931
4.15
373,995
25,191
9.01
196,819
12,499
8.49
5,787
5.01
156,149
4,752
68,206
3,547
6.95
Interest rate swaps
195
2,567,953
5.22
1,482,302
4.68
The increase in interest income is primarily due to an increase of $67.0 million, or 70%, from our Structured Business, which was primarily the result of a 58% increase in our average core interest-earning assets, due to loan originations exceeding loan runoff, and a 7% increase in the average yield on core interest-earning assets, largely due to increases in the average LIBOR rate, partially offset by lower fee income received from accelerated runoff.
The increase in interest expense is primarily due to an increase of $48.5 million, or 93%, from our Structured Business, partially offset by a decrease of $2.6 million from the pay off in January 2018 of the seller financing entered into in connection with the Acquisition. The increase from our Structured Business was primarily due to a 73% increase in the average balance of our interest-bearing liabilities and a 12% increase in the average cost of our interest-bearing liabilities. The increase in the average debt balance was due to growth in our loan portfolio and the issuance of additional CLOs, unsecured debt and the Debt Fund. The increase in the average cost of our interest-bearing liabilities was primarily due to $5.3 million of accelerated deferred financing costs recorded in 2018 related to the redemption of unsecured debt and the unwind of a CLO, along with an increase in the average LIBOR rate.
The decrease in gain on sales, including fee-based services, net was primarily due to a $350.6 million decrease in loan sales, partially offset by a 5 basis point increase in the sales margin from 1.52% to 1.57% in 2018. The increase in the sales margin was primarily due to an increase in Freddie Mac margins.
The increase in income from MSRs was primarily due to a $318.2 million, or 10%, increase in loan commitment volume, predominantly from an increase in Freddie Mac loan originations.
The increase in servicing revenue, net was primarily due to an increase in our servicing portfolio and an increase in earnings on escrows due to increases in the average LIBOR rate. Our servicing portfolio increased 14% from $15.60
billion at September 30, 2017 to $17.79 billion at September 30, 2018. Our servicing revenue, net in the nine months ended September 30, 2018 and 2017 included $35.6 million and $35.4 million, respectively, of amortization expense.
The increase in employee compensation and benefits expense is comprised of $9.8 million from our Agency Business and $7.4 million from our Structured Business. The increase in both businesses is primarily due to compensation expense recorded directly by each business associated with the employees that transferred to us as a result of the internalization of our management team in 2017. Such costs were previously charged through the management fee prior to the termination of our management agreement with ACM in May 2017. In addition, increases in accrued compensation and headcount associated with each business’s portfolio growth also contributed to the increase.
The increase in selling and administrative expenses is comprised of $2.5 million from our Structured Business and $2.1 million from our Agency Business. The increase in both businesses is primarily due to certain costs (rent, marketing, etc.) being recorded directly by or allocated to each business in 2018 that were included in the management fee prior to the termination of the management agreement in May 2017. In addition, professional fees in both businesses increased in 2018 compared to 2017.
Impairment losses on real estate owned were $2.0 million and $2.7 million for the nine months ended September 30, 2018 and 2017, respectively. During these periods, we received market analysis which resulted in impairment losses on our real estate properties owned. See Note 9 — Real Estate Owned for details.
The increase in our provision for loss sharing was primarily related to a $3.3 million reversal of a specific reserve in the third quarter of 2017 related to a Fannie Mae DUS loan that settled with no loss share in our Agency Business.
The recovery for loan losses for the nine months ended September 30, 2018 was due to a $31.6 million settlement of a preferred equity investment with a carrying value of $29.1 million resulting in a $2.5 million recovery and $2.3 million of payments received on previously written-off loans and investments. These recoveries were partially offset by additional reserves of $3.9 million. The recovery of loan losses for the nine months ended September 30, 2017 was due to the pay-off of a fully reserved mezzanine loan with a UPB of $1.8 million and a $0.7 million reserve recovery on a multifamily bridge loan, partially offset by a $2.0 million provision on a preferred equity investment.
In July 2018, we received net proceeds of $10.2 million from the settlement of a litigation related to a prior investment, which was recognized as a gain in the nine months ended September 30, 2018.
The decrease in management fee — related party was due to the internalization of our management team and termination of the existing management agreement with ACM effective May 31, 2017.
(Loss) Gain on Extinguishment of Debt
The loss on extinguishment of debt in the nine months ended September 30, 2018 was due to the exchange of our 5.375% Convertible Notes and 6.50% Convertible Notes, utilizing the proceeds from our 5.25% Convertible Notes. The gain on extinguishment of debt in the nine months ended September 30, 2017 was due to our discounted purchase of $20.9 million of our junior subordinated notes with a carrying value of $19.8 million. See Note 10 — Debt Obligations for details.
Income from Equity Affiliates
The decrease in income from equity affiliates was primarily related to a $2.2 million other-than-temporary impairment recorded on one of our investments during 2018 compared with income of $1.5 million in 2017 from the redemption of an equity participation interest we held. This was partially offset by $1.2 million of income from our investment in a residential mortgage banking business during 2018, compared to a loss of $1.9 million during 2017.
58
In the nine months ended September 30, 2018 and 2017, we recorded a tax provision of $1.1 million and $16.2 million, respectively. The provision for income taxes in the nine months ended September 30, 2018 consisted of a current tax provision of $15.6 million and a deferred tax benefit of $14.5 million and the provision for income taxes in the nine months ended September 30, 2017 consisted of a current tax provision of $16.2 million.
The provision for income taxes in the nine months ended September 30, 2018 includes the effect of the newly enacted corporate federal income tax rate of 21% on our Agency Business as a result of the Tax Reform. The provision for income taxes primarily represents federal and state taxes related to the Agency Business, which was acquired by the TRS Consolidated Group in July 2016.
Liquidity and Capital Resources
Sources of Liquidity. Liquidity is a measure of our ability to meet our potential cash requirements, including ongoing commitments to repay borrowings, satisfaction of collateral requirements under the Fannie Mae DUS risk-sharing agreement and, as an approved designated seller/servicer of Freddie Mac’s SBL program, operational liquidity requirements of the GSE agencies, fund new loans and investments, fund operating costs and distributions to our stockholders, as well as other general business needs. Our primary sources of funds for liquidity consist of proceeds from equity and debt offerings, debt facilities and cash flows from our operations. We closely monitor our liquidity position and believe our existing sources of funds and access to additional liquidity will be adequate to meet our liquidity needs.
While we have been successful in obtaining proceeds from debt and equity offerings, CLOs and certain financing facilities, current conditions in the capital and credit markets have and may continue to make certain forms of financing less attractive and, in certain cases, less available. Therefore, we will continue to rely, in part, on cash flows provided by operating and investing activities for working capital.
To maintain our status as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our REIT taxable income. These distribution requirements limit our ability to retain earnings and thereby replenish or increase capital for operations. However, we believe that our capital resources and access to financing will provide us with financial flexibility and market responsiveness at levels sufficient to meet current and anticipated capital requirements.
Cash Flows. Cash flows used in operating activities totaled $195.5 million during the nine months ended September 30, 2018 and consisted primarily of net cash outflows of $200.7 million as a result of loan originations exceeding loan sales in our Agency Business.
Cash flows used in investing activities totaled $550.2 million during the nine months ended September 30, 2018. Loan and investment activity (originations and payoffs/paydowns) comprise the bulk of our investing activities. Loan originations from our Structured Business totaling $1.16 billion, net of payoffs and paydowns of $688.0 million, resulted in net cash outflows of $475.9 million. Cash used in investing activities also included $63.3 million of cash used to fund holdbacks and reserves on our loans and investments and $21.6 million in cash payments to purchase B Piece bonds from SBL program securitizations.
Cash flows provided by financing activities totaled $797.3 million during the nine months ended September 30, 2018, and consisted primarily of $830.5 million of net proceeds from the issuances of a CLO and additional unsecured notes, net cash inflows of $641.5 million from debt facility activities (funded loan originations were greater than facility paydowns) and $55.9 million of net proceeds from public offerings of our common stock. These cash inflows were partially offset by outflows of $585.5 million for the redemption of a CLO and additional
unsecured notes, $75.2 million distributed to our stockholders and OP Unit holders and $50.0 million for full satisfaction of the seller financing related to the Acquisition of the Agency Business.
Agency Business Requirements. The Agency Business is subject to supervision by certain regulatory agencies. Among other things, these agencies require us to meet certain minimum net worth, operational liquidity and restricted liquidity collateral requirements, purchase and loss obligations and compliance with reporting requirements. Our adjusted net worth and operational liquidity exceeded the agencies’ requirements as of September 30, 2018. Our restricted liquidity and purchase and loss obligations were satisfied with letters of credit totaling $49.0 million. See Note 14 — Commitments and Contingencies for details about our performance regarding these requirements.
We also enter into contractual commitments with borrowers providing rate lock commitments while simultaneously entering into forward sale commitments with investors. These commitments are outstanding for short periods of time (generally less than 60 days) and are described in Note 12 — Derivative Financial Instruments and Note 13 — Fair Value.
Debt Instruments. We maintain various forms of short-term and long-term financing arrangements. Borrowings underlying these arrangements are primarily secured by a significant amount of our loans and investments and substantially all of our loans held-for-sale. The following is a summary of our debt facilities ($ in thousands):
Debt Instruments
Commitment (1)
UPB (2)
Available
Maturity Dates
949,927
679,614
270,313
2018 - 2021
Collateralized loan obligations (3)
2018 - 2023
Debt Fund (3)
2019 - 2022
Convertible unsecured senior notes
2019 - 2021
2034 - 2037
3,189,603
2,919,290
Credit facilities (4)
1,250,000
757,201
4,439,603
3,412,089
1,027,514
(1) Includes temporary increases to committed amounts which have not expired as of September 30, 2018.
(2) Excludes the impact of deferred financing costs.
(3) Maturity dates represent the weighted average remaining maturity based on the underlying collateral as of September 30, 2018.
(4) The ASAP agreement we have with Fannie Mae has no expiration date.
The debt facilities, including their restrictive covenants, are described in Note 10 — Debt Obligations.
Contractual Obligations. During the nine months ended September 30, 2018, the following significant changes were made to our contractual obligations disclosed in our 2017 Annual Report:
· Closed CLO X issuing $441.0 million of investment grade notes to third party investors;
· Unwound CLO V redeeming $267.8 million of outstanding notes;
· Issued $264.5 million of 5.25% Convertible Notes, which were used to repurchase substantially all of our 6.50% Convertible Notes and 5.375% Convertible Notes totaling $227.4 million;
· Issued $125.0 million of our 5.625% Notes, which were substantially used to redeem all of our 7.375% Notes totaling $97.9 million;
· Repaid the $50.0 million related party financing; and
· Closed new and modified existing credit facilities.
See Note 10 — Debt Obligations for details and refer to Note 14 — Commitments and Contingencies for a description of our debt maturities by year and unfunded commitments as of September 30, 2018.
Off-Balance Sheet Arrangements. At September 30, 2018, we had no off-balance sheet arrangements.
Derivative Financial Instruments
We enter into derivative financial instruments in the normal course of business through the origination and sale of mortgage loans and the management of potential loss exposure caused by fluctuations of interest rates. See Note 12— Derivative Financial Instruments for details about our derivative financial instruments.
Critical Accounting Policies
Please refer to Note 2 — Basis of Presentation and Significant Accounting Policies of the Notes to Consolidated Financial Statements in our 2017 Annual Report for a discussion of our critical accounting policies. During the nine months ended September 30, 2018, there were no material changes to these policies.
Non-GAAP Financial Measures
Funds from Operations and Adjusted Funds from Operations. We present funds from operations (“FFO”) and adjusted funds from operations (“AFFO”) because we believe they are important supplemental measures of our operating performance in that they are frequently used by analysts, investors and other parties in the evaluation of REITs. The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income (loss) attributable to common stockholders (computed in accordance with GAAP), excluding gains (losses) from sales of depreciated real properties, plus impairments of depreciated real properties and real estate related depreciation and amortization, and after adjustments for unconsolidated ventures.
We define AFFO as funds from operations adjusted for accounting items such as non-cash stock-based compensation expense, income from MSRs, changes in fair value of certain derivatives that temporarily flow through earnings, amortization and write-offs of MSRs, deferred tax benefit and amortization of convertible senior notes conversion options. We also add back one-time charges such as acquisition costs and impairment losses on real estate and gains on sales of real estate. We are generally not in the business of operating real estate property and had obtained real estate by foreclosure or through partial or full settlement of mortgage debt related to our loans to maximize the value of the collateral and minimize our exposure. Therefore, we deem such impairment and gains on real estate as an extension of the asset management of our loans, thus a recovery of principal or additional loss on our initial investment.
FFO and AFFO are not intended to be an indication of our cash flow from operating activities (determined in accordance with GAAP) or a measure of our liquidity, nor is it entirely indicative of funding our cash needs, including our ability to make cash distributions. Our calculation of FFO and AFFO may be different from the calculations used by other companies and, therefore, comparability may be limited.
61
FFO and AFFO are as follows ($ in thousands, except share and per share data):
Adjustments:
5,661
16,596
Depreciation - real estate owned
173
533
592
Depreciation - investments in equity affiliates
125
101
374
305
Funds from operations (1)
35,838
22,356
96,347
64,157
Income from mortgage servicing rights
(25,216
(2,000
(2,700
(1,319
(922
Amortization and write-offs of MSRs
18,989
15,927
52,868
46,140
2,525
1,883
7,035
5,623
Net loss (gain) on changes in fair value of derivatives
4,388
(237
2,331
2,313
1,192
847
Adjusted funds from operations (1)
36,397
20,957
84,178
63,199
Diluted FFO per share (1)
1.06
0.81
Diluted AFFO per share (1)
0.92
0.80
Diluted weighted average shares outstanding (1)
(1) Amounts are attributable to common stockholders and OP Units holders. The OP Units are redeemable for cash, or at our option for shares of our common stock on a one-for-one basis.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We disclosed a quantitative and qualitative analysis regarding market risk in the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2017 Annual Report. That information is supplemented by the information included above in Item 2 of this report. Other than the developments described thereunder, there have been no material changes in our quantitative and qualitative exposure to market risk since December 31, 2017.
The following table projects the potential impact on interest income and interest expense for a 12-month period, assuming an instantaneous increase or decrease of both 25 and 50 basis points in LIBOR (in thousands).
Assets (Liabilities) Subject to Interest Rate Sensitivity (1)
25 Basis Point Increase
25 Basis Point Decrease (2)
50 Basis Point Increase
50 Basis Point Decrease (2)
Interest income from loans and investments
7,006
(6,607
14,036
(12,259
Interest expense from debt obligations
(2,919,290
6,276
(6,275
12,551
(12,551
Total net interest income
730
(332
1,485
292
(1) Represents the UPB of our loan portfolio and the principal balance of our debt.
(2) The quoted one-month LIBOR rate was 2.26% as of September 30, 2018.
Our Agency Business originates, sells and services a range of multifamily finance products with Fannie Mae, Freddie Mac and HUD. Our loans held-for-sale to Fannie Mae, Freddie Mac and HUD are not currently exposed to interest rate risk during the loan commitment, closing and delivery process. The sale or placement of each loan to an investor is negotiated prior to closing on the loan with the borrower, and the sale or placement is generally effectuated within 60 days of closing. The coupon rate for the loan is set after we established the interest rate with the investor.
In addition, the fair value of our MSRs is subject to market risk since a significant driver of the fair value of these assets is the discount rates. A 100 basis point increase in the weighted average discount rate would decrease the fair value of our MSRs by approximately $10.2 million as of September 30, 2018, while a 100 basis point decrease would increase the fair value by approximately $10.7 million.
Management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures at September 30, 2018. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2018.
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
We are not involved in any material litigation nor, to our knowledge, is any material litigation threatened against us other than the litigation described in Note 14 — Commitments and Contingencies. We have not made a loss accrual for any litigation because we believe that it is not probable that a loss has been incurred and an amount cannot be reasonably estimated.
There have been no material changes to the risk factors set forth in Item 1A of our 2017 Annual Report.
Exhibit #
3.1
Articles of Incorporation of Arbor Realty Trust, Inc. *
3.2
Amended and Restated Bylaws of Arbor Realty Trust, Inc. **
4.1
Indenture, dated as of July 3, 2018, between Arbor Realty Trust, Inc. and U.S. Bank National Association, as trustee ***
4.2
Indenture, dated as of July 20, 2018, between Arbor Realty Trust, Inc. and U.S. Bank National Association, as trustee ****
4.3
Form of 5.25% Convertible Senior Notes due 2021 (attached as Exhibit A to Exhibit 4.1 hereto) ***
4.4
Form of 5.25% Convertible Senior Notes due 2021 (attached as Exhibit A to Exhibit 4.2 hereto) ****
31.1
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14.
31.2
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14.
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1
Financial statements from the Quarterly Report on Form 10-Q of Arbor Realty Trust, Inc. for the quarter ended September 30, 2018, filed on November 2, 2018, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
* Incorporated by reference to the Registrant’s Registration Statement on Form S-11 (Registration No. 333-110472), as amended, filed November 13, 2003.
** Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (No. 001-32136) filed August 4, 2017.
*** Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (No. 001-32136) filed July 3, 2018.
**** Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (No. 001-32136) filed July 20, 2018.
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 thereunto duly authorized.
ARBOR REALTY TRUST, INC.
Date: November 2, 2018
By:
/s/ Ivan Kaufman
Ivan Kaufman
Chief Executive Officer
/s/ Paul Elenio
Paul Elenio
Chief Financial Officer