QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbols
Name of each exchange on which registered
Common Stock, par value $0.01 per share
ABR
New York Stock Exchange
Preferred Stock, 6.375% Series D Cumulative Redeemable, par value $0.01 per share
ABR-PD
New York Stock Exchange
Preferred Stock, 6.25% Series E Cumulative Redeemable, par value $0.01 per share
ABR-PE
New York Stock Exchange
Preferred Stock, 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable, par value $0.01 per share
ABR-PF
New York Stock Exchange
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. Yesþ 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). Yesþ 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.
Large accelerated filer
þ
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
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 þ
Issuer has 186,501,975 shares of common stock outstanding at July 21, 2023.
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 in this report, as well as information in our annual report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on February 17, 2023 and in our other reports and filings with the SEC.
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,” “could,” “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, macroeconomic and geopolitical conditions generally, and the real estate market specifically, in particular, due to the severity and duration of the novel coronavirus (“COVID-19”) pandemic; the potential impact of the COVID-19 pandemic on our business, results of operations and financial condition; 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; inflation; 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.
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.
Loans and investments, net (allowance for credit losses of $169,054 and $132,559)
13,271,359
14,254,674
Loans held-for-sale, net
485,126
354,070
Capitalized mortgage servicing rights, net
394,410
401,471
Securities held-to-maturity, net (allowance for credit losses of $4,534 and $3,153)
155,210
156,547
Investments in equity affiliates
72,806
79,130
Due from related party
73,263
77,419
Goodwill and other intangible assets
93,723
96,069
Other assets
368,502
371,440
Total assets
$
16,157,627
$
17,038,985
Liabilities and Equity:
Credit and repurchase facilities
$
3,579,080
$
3,841,814
Securitized debt
7,168,104
7,849,270
Senior unsecured notes
1,331,875
1,385,994
Convertible senior unsecured notes
281,737
280,356
Junior subordinated notes to subsidiary trust issuing preferred securities
143,506
143,128
Due to related party
3,556
12,350
Due to borrowers
102,495
61,237
Allowance for loss-sharing obligations
66,681
57,168
Other liabilities
320,952
335,789
Total liabilities
12,997,986
13,967,106
Commitments and contingencies (Note 13)
Equity:
Arbor Realty Trust, Inc. stockholders' equity:
Preferred stock, cumulative, redeemable, $0.01 par value: 100,000,000 shares authorized, shares issued and outstanding by period:
633,684
633,684
Special voting preferred shares - 16,293,589 shares
6.375% Series D - 9,200,000 shares
6.25% Series E - 5,750,000 shares
6.25% Series F - 11,342,000 shares
Common stock, $0.01 par value: 500,000,000 shares authorized - 183,067,388 and 178,230,522 shares issued and outstanding
1,831
1,782
Additional paid-in capital
2,280,632
2,204,481
Retained earnings
107,561
97,049
Total Arbor Realty Trust, Inc. stockholders' equity
3,023,708
2,936,996
Noncontrolling interest
135,933
134,883
Total equity
3,159,641
3,071,879
Total liabilities and equity
$
16,157,627
$
17,038,985
Note: Our consolidated balance sheets include assets and liabilities of consolidated variable interest entities, or VIEs, as we are the primary beneficiary of these VIEs. At June 30, 2023 and December 31, 2022, assets of our consolidated VIEs totaled $8,906,573 and $9,785,261, respectively, and the liabilities of our consolidated VIEs totaled $7,190,781 and $7,876,024, respectively. See Note 14 for discussion of our VIEs.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1 — Description of Business
Arbor Realty Trust, Inc. (“we,” “us,” or “our”) is a Maryland corporation formed in 2003. We are a nationwide real estate investment trust (“REIT”) and direct lender, providing loan origination and servicing for commercial real estate assets. We operate through two business segments: our Structured Loan Origination and Investment Business, or “Structured Business,” and our Agency Loan Origination and Servicing Business, or “Agency Business.”
Through our Structured Business, we invest in a diversified portfolio of structured finance assets in the multifamily, single-family rental (“SFR”) and commercial real estate markets, primarily consisting of bridge loans, in addition to mezzanine loans, junior participating interests in first mortgages and preferred and direct equity. We also invest in real estate-related joint ventures and may 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 “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”). 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 also originate and service permanent financing loans underwritten using the guidelines of our existing agency loans sold to the GSEs, which we refer to as “Private Label” loans, and originate and sell finance products through conduit/commercial mortgage-backed securities (“CMBS”) programs. We pool and securitize the Private Label loans and sell certificates in the securitizations to third-party investors, while retaining the servicing rights and the highest risk bottom tranche certificate of the securitization (“APL certificates”).
Substantially all of our operations are conducted through our operating partnership, Arbor Realty Limited Partnership (“ARLP”), for which we serve as the indirect general partner, and ARLP’s subsidiaries. We are organized to qualify as a REIT for U.S. federal income tax purposes. A REIT is generally not subject to federal income tax on that portion of its REIT-taxable income that is distributed to its stockholders, provided that at least 90% of taxable income is distributed and provided that certain other requirements are met. Certain of our assets that produce non-qualifying REIT income, primarily within the Agency Business, are operated through taxable REIT subsidiaries (“TRS”), which are part of our TRS consolidated group (the “TRS Consolidated Group”) and are 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.
Note 2 — Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The 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 2022 Annual Report.
Principles of Consolidation
The consolidated financial statements include our financial statements and the financial statements of our wholly owned subsidiaries, partnerships and other entities 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. Our VIEs are described in Note 14. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that could materially affect the amounts reported in the consolidated financial statements and accompanying notes. Actual
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
results could differ from those estimates. The ultimate impact of inflation, increasing interest rates, bank failures, tightening of capital markets and reduced property values, both globally and to our business, makes any estimate or assumption at June 30, 2023 inherently less certain.
Reclassification
Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.
Recently Adopted Accounting Pronouncements
Description
Adoption Date
Effect on Financial Statements
In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This guidance eliminates the accounting guidance on troubled debt restructurings and amends existing disclosures, including the requirement to disclose current period gross write-offs by year of origination. The guidance also updates the requirements related to accounting for credit losses and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.
First quarter of 2023
The adoption of this guidance did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Pronouncements
In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842) – Common Control Arrangements and ASU 2023-02, Investments – Equity Method and Joint Ventures: Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, both effective for us in the first quarter of 2024. We currently do not have any transactions that fall under the scope of this guidance; therefore, the adoption of this guidance is not expected to have an impact on our consolidated financial statements.
Significant Accounting Policies
See Item 8 – Financial Statements and Supplementary Data in our 2022 Annual Report for a description of our significant accounting policies. There have been no significant changes to our significant accounting policies since December 31, 2022.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 3 — Loans and Investments
Our Structured Business loan and investment portfolio consists of ($ in thousands):
June 30, 2023
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 (4)
$
13,168,302
98
%
652
8.78
%
16.4
0
%
76
%
Mezzanine loans
223,087
1
%
45
8.35
%
57.9
44
%
80
%
Preferred equity investments
89,725
1
%
7
6.56
%
44.7
48
%
87
%
Other loans (5)
10,493
<1%
2
9.60
%
18.3
0
%
62
%
13,491,607
100
%
706
8.76
%
17.2
1
%
76
%
Allowance for credit losses
(169,054)
Unearned revenue
(51,194)
Loans and investments, net
$
13,271,359
December 31, 2022
Bridge loans (4)
$
14,096,054
98
%
692
8.17
%
19.8
0
%
76
%
Mezzanine loans
213,499
1
%
44
8.13
%
63.1
42
%
77
%
Preferred equity investments
110,725
1
%
8
7.63
%
39.2
46
%
79
%
Other loans (5)
35,845
<1%
3
8.76
%
32.8
0
%
58
%
14,456,123
100
%
747
8.17
%
20.6
1
%
76
%
Allowance for credit losses
(132,559)
Unearned revenue
(68,890)
Loans and investments, net
$
14,254,674
________________________
(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 required to be paid monthly as stated in the individual loan agreements. Certain loans and investments that require an 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.
(4)At June 30, 2023 and December 31, 2022, bridge loans included 275 and 241, respectively, of SFR loans with a total gross loan commitment of $1.73 billion and $1.57 billion, respectively, of which $1.02 billion and $927.4 million, respectively, was funded.
(5)At June 30, 2023 and December 31, 2022, other loans included 2 and 3 variable rate SFR permanent loans, respectively.
Concentration of Credit Risk
We are subject to concentration risk in that, at June 30, 2023, the UPB related to 87 loans with five different borrowers represented 12% of total assets. At December 31, 2022, the UPB related to 38 loans with five different borrowers represented 11% of total assets. During both the three and six months ended June 30, 2023 and the year ended December 31, 2022, no single loan or investment represented more than 10% of our total assets and no single investor group generated over 10% of our revenue. See Note 17 for details on our concentration of related party loans and investments.
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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
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. 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.
A summary of the loan portfolio’s internal risk ratings and LTV ratios by asset class at June 30, 2023 is as follows ($ in thousands):
UPB by Origination Year
Total
Wtd. Avg. First Dollar LTV Ratio
Wtd. Avg. Last Dollar LTV Ratio
Asset Class / Risk Rating
2023
2022
2021
2020
2019
Prior
Multifamily:
Pass
$
208,351
$
191,850
$
249,714
$
11,000
$
—
$
20,300
$
681,215
Pass/Watch
493,020
2,685,299
2,741,640
121,870
93,235
7,194
6,142,258
Special Mention
—
1,624,051
2,835,865
196,825
161,885
21,700
4,840,326
Substandard
—
171,821
237,737
24,100
—
52,450
486,108
Doubtful
—
—
2,605
—
9,765
—
12,370
Total Multifamily
$
701,371
$
4,673,021
$
6,067,561
$
353,795
$
264,885
$
101,644
$
12,162,277
1
%
77
%
Single-Family Rental:
Percentage of portfolio
90
%
Pass
$
—
$
—
$
1,330
$
—
$
—
$
—
$
1,330
Pass/Watch
95,623
451,728
305,484
68,625
20,965
—
942,425
Special Mention
—
22,398
38,035
30,265
—
—
90,698
Total Single-Family Rental
$
95,623
$
474,126
$
344,849
$
98,890
$
20,965
$
—
$
1,034,453
0
%
63
%
Land:
Percentage of portfolio
8
%
Pass/Watch
$
—
$
—
$
—
$
4,600
$
—
$
—
$
4,600
Special Mention
—
—
—
3,500
—
—
3,500
Substandard
—
—
—
—
—
127,928
127,928
Total Land
$
—
$
—
$
—
$
8,100
$
—
$
127,928
$
136,028
0
%
98
%
Office:
Percentage of portfolio
1
%
Special Mention
$
—
$
—
$
—
$
35,410
$
—
$
—
$
35,410
Substandard
—
—
—
—
—
44,625
44,625
Total Office
$
—
$
—
$
—
$
35,410
$
—
$
44,625
$
80,035
0
%
91
%
Healthcare:
Percentage of portfolio
1
%
Pass/Watch
$
—
$
—
$
—
$
—
$
51,069
$
—
$
51,069
Total Healthcare
$
—
$
—
$
—
$
—
$
51,069
$
—
$
51,069
0
%
69
%
Retail:
Percentage of portfolio
< 1%
Pass/Watch
$
—
$
—
$
—
$
—
$
4,000
$
—
$
4,000
Special Mention
—
—
—
—
—
3,445
3,445
Substandard
—
—
—
—
—
18,600
18,600
Total Retail
$
—
$
—
$
—
$
—
$
4,000
$
22,045
$
26,045
11
%
72
%
Other:
Percentage of portfolio
< 1%
Doubtful
$
—
$
—
$
—
$
—
$
—
$
1,700
$
1,700
Total Other
$
—
$
—
$
—
$
—
$
—
$
1,700
$
1,700
63
%
63
%
Percentage of portfolio
< 1%
Grand Total
$
796,994
$
5,147,147
$
6,412,410
$
496,195
$
340,919
$
297,942
$
13,491,607
1
%
76
%
Geographic Concentration Risk
At June 30, 2023, underlying properties in Texas and Florida represented 23% and 16%, respectively, of the outstanding balance of our loan and investment portfolio. At December 31, 2022, underlying properties in Texas and Florida represented 22% and 14%,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
respectively, of the outstanding balance of our loan and investment portfolio. No other states represented 10% or more of the total loan and investment portfolio.
Allowance for Credit Losses
A summary of the changes in the allowance for credit losses is as follows (in thousands):
Three Months Ended June 30, 2023
Land
Multifamily
Office
Retail
Commercial
Single-Family Rental
Other
Total
Allowance for credit losses:
Beginning balance
$
78,086
$
58,348
$
8,106
$
5,819
$
1,700
$
973
$
45
$
153,077
Provision for credit losses (net of recoveries)
(184)
15,947
140
—
—
104
(30)
15,977
Ending balance
$
77,902
$
74,295
$
8,246
$
5,819
$
1,700
$
1,077
$
15
$
169,054
Three Months Ended June 30, 2022
Allowance for credit losses:
Beginning balance
$
77,940
$
22,084
$
8,085
$
5,819
$
1,700
$
421
$
333
$
116,382
Provision for credit losses (net of recoveries)
(22)
5,874
(1,054)
—
—
304
(153)
4,949
Ending balance
$
77,918
$
27,958
$
7,031
$
5,819
$
1,700
$
725
$
180
$
121,331
Six Months Ended June 30, 2023
Allowance for credit losses:
Beginning balance
$
78,068
$
37,961
$
8,162
$
5,819
$
1,700
$
781
$
68
$
132,559
Provision for credit losses (net of recoveries)
(166)
36,334
84
—
—
296
(53)
36,495
Ending balance
$
77,902
$
74,295
$
8,246
$
5,819
$
1,700
$
1,077
$
15
$
169,054
Six Months Ended June 30, 2022
Allowance for credit losses:
Beginning balance
$
77,970
$
18,707
$
8,073
$
5,819
$
1,700
$
320
$
652
$
113,241
Provision for credit losses (net of recoveries)
(52)
9,251
(1,042)
—
—
405
(472)
8,090
Ending balance
$
77,918
$
27,958
$
7,031
$
5,819
$
1,700
$
725
$
180
$
121,331
During the three and six months ended June 30, 2023, we recorded a $16.0 million and a $36.5 million provision for credit losses, respectively. The increase in the provision for credit losses during the three and six months ended June 30, 2023 was primarily attributable to the impact from the macroeconomic outlook of the commercial real estate market. Our estimate of allowance for credit losses on our structured loans and investments, including related unfunded loan commitments, was based on a reasonable and supportable forecast period that reflects recent observable data, including an increase in interest rates, higher unemployment forecasts, and continuing inflationary pressures, including an estimated continual decline in real estate values and other market factors.
The expected credit losses over the contractual period of our loans also include the obligation to extend credit through our unfunded loan commitments. Our current expected credit loss (“CECL”) allowance for unfunded loan commitments is adjusted quarterly and corresponds with the associated outstanding loans. At June 30, 2023 and December 31, 2022, we had outstanding unfunded commitments of $965.7 million and $1.15 billion, respectively, that we are obligated to fund as borrowers meet certain requirements.
At June 30, 2023 and December 31, 2022, accrued interest receivable related to our loans totaling $111.6 million and $108.5 million, respectively, was excluded from the estimate of credit losses and is included in other assets on the consolidated balance sheets.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
All of our structured loans and investments are secured by real estate assets or by interests in real estate assets, and, as such, the measurement of credit losses may be based on the difference between the fair value of the underlying collateral and the carrying value of the assets as of the period end. A summary of our specific loans considered impaired by asset class is as follows ($ in thousands):
June 30, 2023
Asset Class
UPB (1)
Carrying Value
Allowance for Credit Losses
Wtd. Avg. First Dollar LTV Ratio
Wtd. Avg. Last Dollar LTV Ratio
Land
$
134,215
$
127,868
$
77,869
0
%
99
%
Office
44,625
44,625
7,951
0
%
100
%
Multifamily
36,377
36,202
5,000
0
%
100
%
Retail
22,045
17,777
5,817
13
%
79
%
Commercial
1,700
1,700
1,700
63
%
63
%
Total
$
238,962
$
228,172
$
98,337
2
%
97
%
December 31, 2022
Land
$
134,215
$
127,868
$
77,869
0
%
99
%
Retail
22,045
17,563
5,817
14
%
79
%
Commercial
1,700
1,700
1,700
63
%
63
%
Total
$
157,960
$
147,131
$
85,386
3
%
96
%
________________________
(1)Represents the UPB of nine and seven impaired loans (less unearned revenue and other holdbacks and adjustments) by asset class at June 30, 2023 and December 31, 2022, respectively.
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 credit loss at June 30, 2023 and December 31, 2022.
At June 30, 2023, seven loans with an aggregate net carrying value of $112.3 million, net of loan loss reserves of $10.1 million, were classified as non-performing and, at December 31, 2022, four loans with an aggregate net carrying value of $2.6 million, net of related loan loss reserves of $5.1 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):
June 30, 2023
December 31, 2022
UPB
Less Than 90 Days Past Due
Greater Than 90 Days Past Due
UPB
Less Than 90 Days Past Due
Greater Than 90 Days Past Due
Multifamily
$
119,291
$
116,686
$
2,605
$
2,605
$
—
$
2,605
Retail
3,445
—
3,445
3,445
—
3,445
Commercial
1,700
—
1,700
1,700
—
1,700
Total
$
124,436
$
116,686
$
7,750
$
7,750
$
—
$
7,750
In addition, we have six loans with a carrying value totaling $121.4 million at June 30, 2023, that are collateralized by a land development project. The loans do not carry a current pay rate of interest, however, five of the loans with a carrying value totaling $112.0 million entitle us to a weighted average accrual rate of interest of 7.91%. 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 both June 30, 2023 and December 31, 2022, we had a cumulative allowance for credit losses of $71.4 million 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 compliant with all of the terms and conditions of the loans.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
At both June 30, 2023 and December 31, 2022, we had no loans contractually past due 90 days or more that are still accruing interest. During the six months ended June 30, 2023 and 2022, we received $1.4 million and zero, respectively, of interest income on nonaccrual loans.
In April 2023, we exercised our right to foreclose on a group of properties in Houston, Texas that are the underlying collateral for four bridge loans with a total UPB of $217.4 million. We simultaneously sold these properties to a significant equity investor in the original bridge loans and provided new bridge loan financing as part of the sale. We did not record a loss on the original bridge loans and recovered all the outstanding interest owed to us as part of this restructuring.
During the second quarter of 2022, we sold a bridge loan and mezzanine loans totaling $110.5 million, that were collateralized by a land development project, at a discount for $102.2 million. In connection with this transaction, we had $66.3 million of capital returned to us to be used in future investments and recorded a $9.2 million loss (including fees and expenses), which was included in other income (loss), net on the consolidated statements of income. We have the potential to recover up to $2.8 million depending on the future performance of the loan.
In July 2022, we sold four bridge loans with an aggregate UPB of $296.9 million at par less shared loan origination fees and selling costs totaling $2.0 million and had $78.0 million of capital returned to us to be used in future investments. The shared loan origination fees and selling costs were recorded as an unrealized impairment loss in the second quarter of 2022 and included in other income (loss), net on the consolidated statements of income. We have retained the right to service these loans. During the three months ended June 30, 2023, we repurchased two of these bridge loans with an aggregate UPB of $182.0 million at par.
There were no loan modifications, refinancings and/or extensions during the three and six months ended June 30, 2023 or 2022 for borrowers experiencing financial difficulty.
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 June 30, 2023 and December 31, 2022, we had total interest reserves of $123.0 million and $123.7 million, respectively, on 483 loans and 480 loans, respectively, with an aggregate UPB of $7.78 billion and $7.70 billion, respectively.
Note 4 — Loans Held-for-Sale, Net
Our GSE loans held-for-sale are typically sold within 60 days of loan origination, while our non-GSE loans are generally expected to be sold to third parties or securitized within 180 days of loan origination. Loans held-for-sale, net consists of the following (in thousands):
June 30, 2023
December 31, 2022
Fannie Mae
$
373,105
$
173,020
Freddie Mac
84,355
8,938
SFR - Fixed Rate
15,452
12,352
Private Label
11,350
152,735
FHA
1,223
21,021
485,485
368,066
Fair value of future MSR
6,948
5,557
Unrealized impairment loss
(2,305)
(15,703)
Unearned discount
(5,002)
(3,850)
Loans held-for-sale, net
$
485,126
$
354,070
During the three and six months ended June 30, 2023, we sold $1.41 billion and $2.34 billion of loans held-for-sale, respectively, and $1.03 billion and $2.62 billion during the three and six months ended June 30, 2022, respectively. Included in the total loans sold during 2022 were $489.3 million of Private Label loans that were sold to unconsolidated affiliates of ours who securitized the loans. We retained the most subordinate class of certificates in this securitization totaling $43.4 million in satisfaction of credit risk retention requirements and we are also the primary servicer of the mortgage loans.
During 2022, we recorded a loss of $5.2 million (net of corresponding swap gains associated with these loans) on seven Private Label loans with a UPB of $129.9 million and a net carrying value of $116.4 million. During the first quarter of 2023, we sold these loans and recorded a gain of $0.9 million.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
During the three months ended June 30, 2022, we determined that the fair value of certain loans held-for-sale were below their carrying values and, based on the fair value analysis performed, we recorded an unrealized impairment loss of $4.1 million. The unrealized impairment loss was included in other income (loss), net on the consolidated statements of income.
At June 30, 2023 and December 31, 2022, 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 primarily from loans sold in our Agency Business or acquired MSRs. The discount rates used to determine the present value of all our MSRs throughout the periods presented were between 8% - 13% (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 8.4 years and 8.6 years at June 30, 2023 and December 31, 2022, respectively.
A summary of our capitalized MSR activity is as follows (in thousands):
Three Months Ended June 30, 2023
Six Months Ended June 30, 2023
Originated
Acquired
Total
Originated
Acquired
Total
Beginning balance
$
383,636
$
12,998
$
396,634
$
386,878
$
14,593
$
401,471
Additions
18,980
—
18,980
32,866
—
32,866
Amortization
(14,592)
(1,013)
(15,605)
(28,878)
(2,142)
(31,020)
Write-downs and payoffs
(4,757)
(842)
(5,599)
(7,599)
(1,308)
(8,907)
Ending balance
$
383,267
$
11,143
$
394,410
$
383,267
$
11,143
$
394,410
Three Months Ended June 30, 2022
Six Months Ended June 30, 2022
Beginning balance
$
398,061
$
23,975
$
422,036
$
395,573
$
27,161
$
422,734
Additions
17,123
—
17,123
44,095
—
44,095
Amortization
(13,066)
(1,713)
(14,779)
(25,993)
(3,757)
(29,750)
Write-downs and payoffs
(10,721)
(2,125)
(12,846)
(22,278)
(3,267)
(25,545)
Ending balance
$
391,397
$
20,137
$
411,534
$
391,397
$
20,137
$
411,534
We collected prepayment fees totaling $3.0 million and $5.0 million during the three and six months ended June 30, 2023, respectively, and $15.2 million and $31.4 million during the three and six months ended June 30, 2022, respectively. Prepayment fees are included as a component of servicing revenue, net on the consolidated statements of income. At June 30, 2023 and December 31, 2022, we had no valuation allowance recorded on any of our MSRs.
The expected amortization of capitalized MSRs recorded at June 30, 2023 is as follows (in thousands):
Year
Amortization
2023 (six months ending 12/31/2023)
$
31,488
2024
61,975
2025
58,534
2026
52,448
2027
47,512
2028
41,645
Thereafter
100,808
Total
$
394,410
Based on scheduled maturities, actual amortization may vary from these estimates.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 6 — Mortgage Servicing
Product and geographic concentrations that impact our servicing revenue are as follows ($ in thousands):
June 30, 2023
Product Concentrations
Geographic Concentrations
Product
UPB (1)
% of Total
State
UPB % of Total
Fannie Mae
$
20,002,570
68
%
Texas
12
%
Freddie Mac
5,245,325
18
%
New York
11
%
Private Label
2,305,000
8
%
North Carolina
8
%
FHA
1,303,812
4
%
California
8
%
Bridge (2)
299,578
1
%
Georgia
6
%
SFR - Fixed Rate
290,266
1
%
Florida
5
%
Total
$
29,446,551
100
%
New Jersey
5
%
Illinois
4
%
Other (3)
41
%
Total
100
%
December 31, 2022
Fannie Mae
$
19,038,124
68
%
Texas
11
%
Freddie Mac
5,153,207
18
%
New York
11
%
Private Label
2,074,859
8
%
California
8
%
FHA
1,155,893
4
%
North Carolina
8
%
Bridge (2)
301,182
1
%
Georgia
6
%
SFR - Fixed Rate
274,764
1
%
Florida
5
%
Total
$
27,998,029
100
%
New Jersey
5
%
Illinois
4
%
Other (3)
42
%
Total
100
%
________________________
(1)Excludes loans which we are not collecting a servicing fee.
(2)Represents bridge loans that were either sold by our Structured Business or refinanced by a third-party lender which we retained the right to service.
(3)No other individual state represented 4% or more of the total.
At June 30, 2023 and December 31, 2022, our weighted average servicing fee was 40.1 basis points and 41.1 basis points, respectively. At both June 30, 2023 and December 31, 2022, we held total escrow balances (including unfunded collateralized loan obligation holdbacks) of approximately $1.7 billion, of which approximately $1.5 billion is not included in our consolidated balance sheets. These escrows are maintained in separate accounts at several federally insured depository institutions, which may exceed FDIC insured limits. We earn interest income on the total escrow deposits, which is 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, is included as a component of servicing revenue, net in the consolidated statements of income as noted in the following table.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The components of servicing revenue, net are as follows (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Servicing fees
$
31,081
$
31,322
$
60,288
$
63,070
Interest earned on escrows
19,509
1,786
36,516
2,624
Prepayment fees
2,961
15,231
5,036
31,370
Write-offs of MSRs
(5,599)
(12,846)
(8,907)
(25,545)
Amortization of MSRs
(15,605)
(14,779)
(31,020)
(29,750)
Servicing revenue, net
$
32,347
$
20,714
$
61,913
$
41,769
Note 7 — Securities Held-to-Maturity
Agency Private Label Certificates (“APL certificates”). In connection with our Private Label securitizations, we retain the most subordinate class of the APL certificates in satisfaction of credit risk retention requirements. At June 30, 2023, we held APL certificates with an initial face value of $192.8 million, which were purchased at a discount for $119.0 million. These certificates are collateralized by 5-year to 10-year fixed rate first mortgage loans on multifamily properties, bear interest at an initial weighted average variable rate of 3.94% and have an estimated weighted average remaining maturity of 7.05 years. The weighted average effective interest rate was 8.85% at both June 30, 2023 and December 31, 2022, including the accretion of a portion of the discount deemed collectible. At June 30, 2023, approximately $8.2 million is estimated to mature after one year through five years and $184.6 million is estimated to mature after five years through ten years.
Agency B Piece Bonds. 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 ability to purchase the B Piece bond through a bidding process, which represents the bottom 10%, or highest risk, of the securitization. At June 30, 2023, we held 49%, or $106.2 million initial face value, of seven B Piece bonds, which were purchased at a discount for $74.7 million, and sold the remaining 51% to a third party. These securities are collateralized by a pool of multifamily mortgage loans, bear interest at an initial weighted average variable rate of 3.74% and have an estimated weighted average remaining maturity of 6.1 years. The weighted average effective interest rate was 11.31% and 12.20% at June 30, 2023 and December 31, 2022, respectively, including the accretion of a portion of the discount deemed collectible. At June 30, 2023, approximately $7.6 million is estimated to mature within one year, $14.8 million is estimated to mature after one year through five years and $16.5 million is estimated to mature after ten years.
A summary of our securities held-to-maturity is as follows (in thousands):
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
A summary of the changes in the allowance for credit losses for our securities held-to-maturity is as follows (in thousands):
Three Months Ended June 30, 2023
APL Certificates
B Piece Bonds
Total
Beginning balance
$
3,330
$
1,695
$
5,025
Provision for credit loss expense/(reversal)
45
(536)
(491)
Ending balance
$
3,375
$
1,159
$
4,534
Six Months Ended June 30, 2023
Beginning balance
$
2,783
$
370
$
3,153
Provision for credit loss expense/(reversal)
592
789
1,381
Ending balance
$
3,375
$
1,159
$
4,534
The allowance for credit losses on our held-to-maturity securities was estimated on a collective basis by major security type and was based on a reasonable and supportable forecast period and a historical loss reversion for similar securities. The issuers continue to make timely principal and interest payments and we continue to accrue interest on all our securities.
We recorded interest income (including the amortization of discount) related to these investments of $3.9 million and $7.1 million during the three and six months ended June 30, 2023, respectively, and $5.1 million and $10.3 million during the three and six months ended June 30, 2022, respectively.
Note 8 — Investments in Equity Affiliates
We account for all investments in equity affiliates under the equity method. A summary of these investments is as follows (in thousands):
Investments in Equity Affiliates at
UPB of Loans to Equity Affiliates at June 30, 2023
Equity Affiliates
June 30, 2023
December 31, 2022
Arbor Residential Investor LLC
$
42,157
$
46,951
$
—
Fifth Wall Ventures
14,028
13,584
—
AMAC Holdings III LLC
13,851
15,825
—
Lightstone Value Plus REIT L.P.
1,895
1,895
—
Docsumo Pte. Ltd.
450
450
—
JT Prime
425
425
—
North Vermont Avenue
—
—
—
West Shore Café
—
—
1,688
Lexford Portfolio
—
—
—
East River Portfolio
—
—
—
Total
$
72,806
$
79,130
$
1,688
Arbor Residential Investor LLC (“ARI”). During the three and six months ended June 30, 2023, we recorded income of $3.5 million and $2.6 million, respectively, and during the three and six months ended June 30, 2022, we recorded income of $1.1 million and $6.1 million, respectively, to income from equity affiliates in our consolidated statements of income. During both the three and six months ended June 30, 2023, we received cash distributions of $7.5 million, and during the three and six months ended June 30, 2022, we received cash distributions of $7.5 million and $15.0 million, respectively, which were classified as returns of capital. The allocation of income is based on the underlying agreements, which may be different than our indirect interest, and at June 30, 2023 was 9.2%. At June 30, 2023, our indirect interest was 12.3%.
Fifth Wall Ventures (“Fifth Wall”). During the six months ended June 30, 2023 and 2022, we funded an additional $0.6 million and $6.9 million, respectively, and during both the three and six months ended June 30, 2023, we recorded a loss associated with this investment of $0.2 million. In addition, during the three months ended June 30, 2022, we received a distribution from this investment of $0.9 million, which was classified as a return of capital.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
AMAC Holdings III LLC (“AMAC III”). During the three and six months ended June 30, 2023, we received distributions of $0.5 million and $1.1 million, respectively, which were classified as returns of capital, and recorded losses associated with this investment of $0.5 million and $0.9 million, respectively. During 2022, we funded an additional $4.9 million and during the three and six months ended June 30, 2022, recorded losses associated with this investment of $0.6 million and $1.1 million, respectively. In addition, during both the three and six months ended June 30, 2022, we received a distribution of $0.3 million.
Lexford Portfolio. During the three and six months ended June 30, 2023, we received distributions of $2.5 million and $7.2 million, respectively, and during the three and six months ended June 30, 2022, we received distributions of $6.0 million, which were recognized as income from equity affiliates.
Equity Participation Interest. During the first quarters of 2023 and 2022, we received $11.0 million and $2.6 million, respectively, from equity participation interests on properties that were sold and which we had a preferred equity loan that previously paid-off.
See Note 17 for details of certain investments described above.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 9 — Debt Obligations
Credit and Repurchase Facilities
Borrowings under our credit and repurchase facilities are as follows ($ in thousands):
June 30, 2023
December 31, 2022
Current Maturity
Extended Maturity
Note Rate Type
Debt Carrying Value (1)
Collateral Carrying Value
Wtd. Avg. Note Rate
Debt Carrying Value (1)
Collateral Carrying Value
Structured Business
$2.5B joint repurchase facility (2)
Mar. 2024
Mar. 2025
V
$
1,109,720
$
1,670,162
7.48
%
$
1,516,657
$
2,099,447
$1B repurchase facility (2)
Dec. 2023
N/A
V
386,371
553,113
7.23
%
498,666
703,740
$500M repurchase facility
(3)
N/A
V
335,284
455,940
8.14
%
154,653
188,563
$499M repurchase facility (2)(4)
Oct. 2023
N/A
V
329,850
472,487
7.57
%
351,056
504,506
$450M repurchase facility
Mar. 2024
Mar. 2026
V
325,057
450,526
7.28
%
344,237
450,736
$450M repurchase facility
Oct. 2023
Oct. 2024
V
93,160
120,947
6.95
%
186,639
239,678
$400M credit facility
July 2024
N/A
V
18,459
23,088
7.18
%
33,221
43,238
$225M credit facility
Oct. 2023
Oct. 2024
V
89,280
132,160
7.75
%
47,398
81,119
$200M repurchase facility
Mar. 2025
Mar. 2026
V
60,514
85,979
7.75
%
32,494
47,750
$200M repurchase facility
Jan. 2024
Jan. 2025
V
115,566
148,244
7.14
%
154,516
200,099
$172M loan specific credit facilities
Aug 2023 to Aug. 2025
Aug 2023 to Aug. 2027
V/F
171,326
247,164
7.26
%
156,107
225,805
$50M credit facility
Apr. 2024
Apr. 2025
V
29,200
36,500
7.29
%
29,194
36,500
$40M credit facility
Apr. 2026
Apr. 2027
V
—
—
—
—
—
$35M working capital facility
Apr. 2024
N/A
V
—
—
—
—
—
$25M credit facility
Oct. 2024
N/A
V
18,905
24,876
7.80
%
18,701
24,572
Repurchase facility - securities (2)(5)
N/A
N/A
V
33,100
—
6.93
%
12,832
—
Structured Business total
$
3,115,792
$
4,421,186
7.47
%
$
3,536,371
$
4,845,753
Agency Business
$750M ASAP agreement
N/A
N/A
V
$
114,018
$
114,938
6.21
%
$
29,476
$
30,291
$500M joint repurchase facility (2)
Mar. 2024
Mar. 2025
V
7,569
11,350
8.36
%
104,629
135,641
$500M repurchase facility
Nov. 2023
N/A
V
220,848
222,701
6.52
%
66,778
66,866
$200M credit facility
Mar. 2024
N/A
V
112,158
112,881
6.49
%
31,475
33,177
$150M credit facility
July 2024
N/A
V
—
—
—
57,887
57,974
$50M credit facility
Sept. 2023
N/A
V
8,161
8,163
6.44
%
14,664
14,671
$1M repurchase facility (2)(4)
Oct. 2023
N/A
V
534
893
7.42
%
534
920
Agency Business total
$
463,288
$
470,926
6.47
%
$
305,443
$
339,540
Consolidated total
$
3,579,080
$
4,892,112
7.34
%
$
3,841,814
$
5,185,293
________________________
V = Variable Note Rate; F = Fixed Note Rate
(1)At June 30, 2023 and December 31, 2022, debt carrying value for the Structured Business was net of unamortized deferred finance costs of $8.9 million and $13.3 million, respectively, and for the Agency Business was net of unamortized deferred finance costs of $0.6 million and $0.9 million, respectively.
(2)These facilities are subject to margin call provisions associated with changes in interest spreads.
(3)The commitment amount under this repurchase facility expires six months after the lender provides written notice. We then have an additional six months to repurchase the underlying loans.
(4)A portion of this facility was used to finance a fixed-rate SFR permanent loan reported through our Agency Business.
(5)At June 30, 2023 , this facility was collateralized by certificates retained by us from our Freddie Mac Q Series securitization (“Q Series securitization”) with a principal balance of $47.4 million. At December 31, 2022, this facility was collateralized by B Piece bonds with a carrying value of $33.1 million.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
At June 30, 2023, the majority of our credit and repurchase facilities, in both our Structured Business and Agency Business, had been converted from a LIBOR-based interest rate to a SOFR-based interest rate. The remaining LIBOR-based financings were converted to a SOFR-based interest rate in July 2023.
Structured Business
At June 30, 2023 and December 31, 2022, the weighted average interest rate for the credit and repurchase facilities of our Structured Business, including certain fees and costs, such as structuring, commitment, non-use and warehousing fees, was 7.88% and 6.95%, respectively. The leverage on our loan and investment portfolio financed through our credit and repurchase facilities, excluding the securities repurchase facility and the working capital facility, was 70% and 73% at June 30, 2023 and December 31, 2022, respectively.
In April 2023, we amended a $25.0 million credit facility to increase the facility size to $40.0 million and extend the maturity to April 2026.
In March 2023, we amended a $450.0 million repurchase facility to exercise a one-year extension option to March 2024 and amend the interest rate to a minimum of SOFR plus 2.00%.
Agency Business
In March 2023, we amended a $200.0 million credit facility to extend the maturity to March 2024 and amend the interest rate to SOFR plus 1.40%.
Securitized Debt
We account for securitized debt transactions on our consolidated balance sheet as financing facilities. These transactions are considered VIEs for which we are the primary beneficiary and are consolidated in our financial statements. The investment grade notes and guaranteed certificates issued to third parties are treated as secured financings and are non-recourse to us.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Borrowings and the corresponding collateral under our securitized debt transactions are as follows ($ in thousands):
Debt
Collateral (3)
Loans
Cash
June 30, 2023
Face Value
Carrying Value (1)
Wtd. Avg. Rate (2)
UPB
Carrying Value
Restricted Cash (4)
CLO 19
$
872,812
$
867,453
7.55
%
$
1,021,530
$
1,017,396
$
—
CLO 18
1,652,812
1,646,771
6.99
%
2,025,402
2,019,021
1,751
CLO 17
1,714,125
1,708,712
7.00
%
2,013,515
2,006,767
63,486
CLO 16
1,237,500
1,232,805
6.62
%
1,409,071
1,404,641
21,681
CLO 15
674,412
672,429
6.68
%
640,363
638,291
166,290
CLO 14
655,475
653,445
6.64
%
771,384
769,364
6,192
CLO 12
152,336
151,951
7.47
%
246,167
245,209
—
Total CLOs
6,959,472
6,933,566
6.94
%
8,127,432
8,100,689
259,400
Q Series securitization
236,878
234,538
7.09
%
296,088
294,679
—
Total securitized debt
$
7,196,350
$
7,168,104
6.94
%
$
8,423,520
$
8,395,368
$
259,400
December 31, 2022
CLO 19
$
872,812
$
866,605
6.75
%
$
952,268
$
947,336
$
64,300
CLO 18
1,652,812
1,645,711
6.19
%
1,899,174
1,891,215
85,970
CLO 17
1,714,125
1,707,676
6.16
%
1,911,866
1,904,732
145,726
CLO 16
1,237,500
1,231,887
5.79
%
1,307,244
1,301,794
106,495
CLO 15
674,412
671,532
5.84
%
797,755
795,078
2,861
CLO 14
655,475
652,617
5.80
%
732,247
730,057
37,090
CLO 13
462,769
461,005
6.03
%
552,182
550,924
37,875
CLO 12
379,283
378,331
6.09
%
466,474
465,003
500
Total CLOs
7,649,188
7,615,364
6.10
%
8,619,210
8,586,139
480,817
Q Series securitization
236,878
233,906
6.30
%
315,837
313,965
—
Total securitized debt
$
7,886,066
$
7,849,270
6.11
%
$
8,935,047
$
8,900,104
$
480,817
________________________
(1)Debt carrying value is net of $28.2 million and $36.8 million of deferred financing fees at June 30, 2023 and December 31, 2022, respectively.
(2)At June 30, 2023 and December 31, 2022, the aggregate weighted average note rate for our securitized debt, including certain fees and costs, was 7.18% and 6.32%, respectively.
(3)At June 30, 2023, two loans with an aggregate UPB of $105.0 million were deemed a "credit risk" as defined by the collateralized loan obligations ("CLO") indentures. At December 31, 2022, there was no collateral deemed a “credit risk” as defined by the CLO indentures. Credit risk assets are generally defined as one that, in the CLO collateral manager's reasonable business judgment, has a significant risk of becoming a defaulted asset.
(4)Represents restricted cash held for principal repayments as well as for reinvestment in the CLOs. Excludes restricted cash related to interest payments, delayed fundings and expenses totaling $129.8 million and $230.0 million at June 30, 2023 and December 31, 2022, respectively.
CLO 13. In June 2023, we unwound CLO 13, redeeming the remaining outstanding notes, which were repaid primarily from the refinancing of the remaining assets within our other CLO vehicles and credit and repurchase facilities. We expensed $1.2 million of deferred financing fees into loss on extinguishment of debt on the consolidated statements of income.
CLO 12. During 2023, $226.9 million of the outstanding notes of CLO 12 were paid down.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Senior Unsecured Notes
A summary of our senior unsecured notes is as follows ($ in thousands):
Senior Unsecured Notes
Issuance Date
June 30, 2023
December 31, 2022
Maturity
UPB
Carrying Value (1)
Wtd. Avg. Rate (2)
UPB
Carrying Value (1)
Wtd. Avg. Rate (2)
7.75% Notes (3)
Mar. 2023
Mar. 2026
$
95,000
$
93,407
7.75
%
$
—
$
—
—
8.50% Notes (3)
Oct. 2022
Oct. 2027
150,000
147,775
8.50
%
150,000
147,519
8.50
%
5.00% Notes (3)
Dec. 2021
Dec. 2028
180,000
177,663
5.00
%
180,000
177,450
5.00
%
4.50% Notes (3)
Aug. 2021
Sept. 2026
270,000
267,345
4.50
%
270,000
266,926
4.50
%
5.00% Notes (3)
Apr. 2021
Apr. 2026
175,000
173,230
5.00
%
175,000
172,917
5.00
%
4.50% Notes (3)
Mar. 2020
Mar. 2027
275,000
273,201
4.50
%
275,000
272,960
4.50
%
4.75% Notes (4)
Oct. 2019
Oct. 2024
110,000
109,545
4.75
%
110,000
109,369
4.75
%
5.75% Notes (4)
Mar. 2019
Apr. 2024
90,000
89,709
5.75
%
90,000
89,514
5.75
%
8.00% Notes (3)
Apr. 2020
Apr. 2023
—
—
—
70,750
70,613
8.00
%
5.625% Notes (4)
Mar. 2018
May 2023
—
—
—
78,850
78,726
5.63
%
$
1,345,000
$
1,331,875
5.41
%
$
1,399,600
$
1,385,994
5.40
%
________________________
(1)At June 30, 2023 and December 31, 2022, the carrying value is net of deferred financing fees of $13.1 million and $13.6 million, respectively.
(2)At June 30, 2023 and December 31, 2022, the aggregate weighted average note rate, including certain fees and costs, was 5.70% and 5.69%, respectively.
(3)These notes can be redeemed by us prior to three months before the maturity date, 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 notes within three months prior to the maturity date at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest.
(4)These notes can be redeemed by us at any time prior to the maturity date, 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 notes on the maturity date at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest.
In March 2023, we issued $95.0 million aggregate principal amount of 7.75% senior unsecured notes due in 2026 in a private offering. We received net proceeds of $93.4 million from the issuance, after deducting the placement agent commission and other offering expenses. We used $70.8 million of the proceeds, which includes accrued interest and other fees, to repurchase the remaining portion of our 8.00% senior unsecured notes due in 2023.
In May 2023, our 5.625% senior unsecured notes matured and were redeemed for cash.
Convertible Senior Unsecured Notes
Our convertible senior unsecured notes are not redeemable by us prior to their maturities (August 2025) and are convertible by the holder 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.
The UPB and net carrying value of our convertible notes are as follows (in thousands):
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
During the three months ended June 30, 2023, we incurred interest expense on the notes totaling $6.1 million, of which $5.4 million and $0.7 million related to the cash coupon and deferred financing fees, respectively. During the six months ended June 30, 2023, we incurred interest expense on the notes totaling $12.2 million, of which $10.8 million and $1.4 million related to the cash coupon and deferred financing fees, respectively. During the three months ended June 30, 2022, we incurred interest expense on the notes totaling $3.8 million, of which $3.1 million and $0.7 million related to the cash coupon and deferred financing fees, respectively. During the six months ended June 30, 2022, we incurred interest expense on the notes totaling $7.6 million, of which $6.3 million and $1.3 million related to the cash coupon and deferred financing fees, respectively. Including the amortization of the deferred financing fees, our weighted average total cost of the notes was 8.42% at both June 30, 2023 and December 31, 2022. At June 30, 2023, the 7.50% convertible senior notes had a conversion rate of 60.0717 shares of common stock per $1,000 of principal, which represented a conversion price of $16.65 per share of common stock.
Junior Subordinated Notes
The carrying values of borrowings under our junior subordinated notes were $143.5 million and $143.1 million at June 30, 2023 and December 31, 2022 respectively, which is net of a deferred amount of $9.3 million and $9.6 million, respectively, (which is amortized into interest expense over the life of the notes) and deferred financing fees of $1.5 million and $1.6 million at June 30, 2023 and December 31, 2022, respectively. These notes have maturities ranging from March 2034 through April 2037 and pay interest quarterly at a floating rate. The weighted average note rate was 8.44% and 7.65% at June 30, 2023 and December 31, 2022, respectively. Including certain fees and costs, the weighted average note rate was 8.52% and 7.74% at June 30, 2023 and December 31, 2022, respectively.
Debt Covenants
Credit and Repurchase Facilities and Unsecured Debt. The credit and repurchase facilities and unsecured debt (senior and convertible notes) contain various financial covenants, including, but not limited to, minimum liquidity requirements, minimum net worth requirements, minimum unencumbered asset 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 June 30, 2023.
CLOs. Our CLO vehicles contain interest coverage and asset overcollateralization covenants that must be met as of the waterfall distribution date in order for us to receive such payments. If we fail these covenants in any of our CLOs, all 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 at June 30, 2023, as well as on the most recent determination dates in July 2023. 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 (1) cash on hand, (2) income from any CLO not in breach of a covenant test, (3) income from real property and loan assets, (4) sale of assets, or (5) 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.
Our CLO compliance tests as of the most recent determination dates in July 2023 are as follows:
Cash Flow Triggers
CLO 12
CLO 14
CLO 15
CLO 16
CLO 17
CLO 18
CLO 19
Overcollateralization (1)
Current
166.17
%
119.76
%
120.85
%
121.21
%
122.51
%
124.03
%
120.30
%
Limit
117.87
%
118.76
%
119.85
%
120.21
%
121.51
%
123.03
%
119.30
%
Pass / Fail
Pass
Pass
Pass
Pass
Pass
Pass
Pass
Interest Coverage (2)
Current
191.03
%
150.95
%
136.88
%
157.53
%
132.79
%
132.83
%
129.59
%
Limit
120.00
%
120.00
%
120.00
%
120.00
%
120.00
%
120.00
%
120.00
%
Pass / Fail
Pass
Pass
Pass
Pass
Pass
Pass
Pass
________________________
(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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
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)
CLO 12
CLO 14
CLO 15
CLO 16
CLO 17
CLO 18
CLO 19
July 2023
166.17
%
119.76
%
120.85
%
121.21
%
122.51
%
124.03
%
120.30
%
April 2023
149.65
%
119.76
%
120.85
%
121.21
%
122.51
%
124.03
%
120.30
%
January 2023
126.58
%
119.76
%
120.85
%
121.21
%
122.51
%
124.03
%
120.30
%
October 2022
118.87
%
119.76
%
120.85
%
121.21
%
122.51
%
124.03
%
120.30
%
July 2022
118.87
%
119.76
%
120.85
%
121.21
%
122.51
%
124.03
%
120.30
%
________________________
(1)This table 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 will fluctuate based on the performance of the underlying assets, transfers of assets into the CLOs prior to the 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 10 — Allowance for Loss-Sharing Obligations
Our allowance for loss-sharing obligations related to the Fannie Mae DUS program is as follows (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Beginning balance
$
59,757
$
55,172
$
57,168
$
56,064
Provisions for loss sharing
7,724
114
12,290
247
Provisions reversal for loan repayments
(52)
(2,063)
(1,442)
(2,858)
Recoveries (charge-offs), net
(748)
(170)
(1,335)
(400)
Ending balance
$
66,681
$
53,053
$
66,681
$
53,053
When a loan is sold under the Fannie Mae DUS program, we undertake an obligation to partially guarantee the performance of the loan. A liability is recognized for the fair value of the guarantee obligation undertaken for the non-contingent aspect of the guarantee and is removed only upon either the expiration or settlement of the guarantee. At June 30, 2023 and 2022, we had $34.5 million and $34.3 million, respectively, of guarantee obligations included in the allowance for loss-sharing obligations.
In addition to and separately from the fair value of the guarantee, we estimate our allowance for loss-sharing under CECL over the contractual period in which we are exposed to credit risk. The current expected loss related to loss-sharing was based on a collective pooling basis with similar risk characteristics, a reasonable and supportable forecast and a reversion period based on our average historical losses through the remaining contractual term of the portfolio.
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 June 30, 2023 and December 31, 2022, we had outstanding advances of $1.2 million and $0.8 million, respectively, which were netted against the allowance for loss-sharing obligations.
At June 30, 2023 and December 31, 2022, our allowance for loss-sharing obligations, associated with expected losses under CECL, was $32.2 million and $22.7 million, respectively, and represented 0.16% and 0.12%, respectively, of our Fannie Mae servicing portfolio. During the three and six months ended June 30, 2023, we recorded a $6.9 million and $9.4 million, respectively, increase in CECL reserves.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
At June 30, 2023 and December 31, 2022, the maximum quantifiable liability associated with our guarantees under the Fannie Mae DUS agreement was $3.70 billion and $3.49 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 11 — Derivative Financial Instruments
We enter into derivative financial instruments to manage exposures that arise from business activities resulting in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates and credit risk. We do not use these derivatives for speculative purposes, but are instead using them to manage our interest rate and credit risk exposure.
Agency Rate Lock and Forward Sale Commitments. 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 under the GSE programs, we enter into a forward sale commitment with the investor simultaneously 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 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 gain (loss) on derivative instruments, 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 six months ended June 30, 2023, we recorded a net losses of $8.1 million and $1.0 million, respectively, from changes in the fair value of these derivatives and $16.2 million and $34.7 million, respectively, of income from MSRs. During the three and six months ended June 30, 2022, we recorded net gains of $5.0 million and $2.4 million, respectively, from changes in the fair value of these derivatives and $17.6 million and $32.9 million, respectively, of income from MSRs. See Note 12 for details.
Interest Rate and Credit Default Swaps (“Swaps”). We enter into over-the-counter swaps to hedge our interest rate and credit risk exposure inherent in (1) our held-for-sale Agency Business Private Label loans from the time the loans are rate locked until sale or securitization, and (2) our Agency Business SFR – fixed rate loans from the time the loans are originated until the time they can be financed with match term fixed rate securitized debt. Our interest rate swaps typically have a three-month maturity and are tied to the five-year and ten-year swap rates. Our credit default swaps typically have a five-year maturity, are tied to the credit spreads of the underlying bond issuers and we typically hold our position until we price our Private Label loan securitizations. The Swaps do not meet the criteria for hedge accounting, are cleared by a central clearing house and variation margin payments, made in cash, are treated as a legal settlement of the derivative itself as opposed to a pledge of collateral.
During the three months ended June 30, 2023, we recorded realized losses of $0.6 million and unrealized gains of $1.3 million to our Agency Business related to our Swaps. During the six months ended June 30, 2023, we recorded realized gains of $1.0 million and unrealized losses of $3.1 million to our Agency Business related to our Swaps. During the three months ended June 30, 2022, we recorded realized gains of $5.7 million and unrealized losses of $2.0 million to our Agency Business related to our Swaps. During the six months ended June 30, 2022, we recorded realized gains of $23.6 million and unrealized losses of less than $0.1 million to our Agency Business related to our Swaps. The realized and unrealized gains and losses are recorded in gain (loss) on derivative instruments, net.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
A summary of our non-qualifying derivative financial instruments in our Agency Business is as follows ($ in thousands):
June 30, 2023
Fair Value
Derivative
Count
Notional Value
Balance Sheet Location
Derivative Assets
Derivative Liabilities
Rate lock commitments
6
$
45,595
Other assets/other liabilities
$
757
$
(580)
Forward sale commitments
39
504,278
Other assets/other liabilities
585
(4,785)
Swaps
82
8,200
—
—
$
558,073
$
1,342
$
(5,365)
December 31, 2022
Rate lock commitments
6
$
91,472
Other assets/other liabilities
$
354
$
(1,070)
Forward sale commitments
27
294,451
Other assets/other liabilities
1,151
(3,827)
Swaps
1,298
129,800
—
—
$
515,723
$
1,505
$
(4,897)
Note 12 — 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):
June 30, 2023
December 31, 2022
Principal / Notional Amount
Carrying Value
Estimated Fair Value
Principal / Notional Amount
Carrying Value
Estimated Fair Value
Financial assets:
Loans and investments, net
$
13,491,607
$
13,271,359
$
13,411,621
$
14,456,123
$
14,254,674
$
14,468,418
Loans held-for-sale, net
485,485
485,126
496,747
368,066
354,070
362,054
Capitalized mortgage servicing rights, net
n/a
394,410
516,162
n/a
401,471
530,913
Securities held-to-maturity, net
231,708
155,210
127,895
234,255
156,547
144,571
Derivative financial instruments
56,545
1,342
1,342
111,950
1,505
1,505
Financial liabilities:
Credit and repurchase facilities
$
3,588,538
$
3,579,080
$
3,571,464
$
3,856,009
$
3,841,814
$
3,828,192
Securitized debt
7,196,350
7,168,104
7,007,274
7,886,066
7,849,270
7,560,541
Senior unsecured notes
1,345,000
1,331,875
1,188,425
1,399,600
1,385,994
1,262,560
Convertible senior unsecured notes
287,500
281,737
285,775
287,500
280,356
287,834
Junior subordinated notes
154,336
143,506
105,210
154,336
143,128
103,977
Derivative financial instruments
493,328
5,365
5,365
273,973
4,897
4,897
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. Determining which category an asset or liability falls within the hierarchy requires judgment and we evaluate our hierarchy disclosures each quarter. 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
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 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.
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 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 (Level 3). Fair values of impaired loans and investments are estimated using inputs that require significant judgments, which include assumptions regarding discount rates, capitalization rates, creditworthiness of major tenants, occupancy rates, availability of financing, exit plans and other factors (Level 3).
Loans held-for-sale, net. Consists of originated loans that are generally expected to be transferred or sold within 60 days to 180 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 inputs based on discounted future net cash flow methodology (Level 3). The fair value of MSRs is 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 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 (Level 3).
Derivative financial instruments. 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 and repurchase facilities. Fair values for credit and repurchase facilities of the Structured Business are estimated 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 (Level 3). The majority of our credit and repurchase facilities for the Agency Business bear interest at rates that are similar to those available in the market currently and fair values are estimated using Level 2 inputs. For these facilities, the fair values approximate their carrying values.
Securitized debt and junior subordinated notes.Fair values are estimated based on broker quotations, representing the discounted expected future cash flows at a yield that reflects current market interest rates and credit spreads (Level 3).
Senior unsecured notes. Fair values are estimated at current market quotes received from active markets when available (Level 1). If quotes from active markets are unavailable, then the fair values are estimated utilizing current market quotes received from inactive markets (Level 2).
Convertible senior unsecured notes. Fair values are estimated using current market quotes received from inactive markets (Level 2).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
We measure certain financial assets and financial liabilities at fair value on a recurring basis. The fair values of these financial assets and liabilities are determined using the following input levels at June 30, 2023 (in thousands):
Carrying Value
Fair Value
Fair Value Measurements Using Fair Value Hierarchy
Level 1
Level 2
Level 3
Financial assets:
Derivative financial instruments
$
1,342
$
1,342
$
—
$
585
$
757
Financial liabilities:
Derivative financial instruments
$
5,365
$
5,365
$
—
$
5,365
$
—
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, if applicable, are determined using the following input levels at June 30, 2023 (in thousands):
Net Carrying Value
Fair Value
Fair Value Measurements Using Fair Value Hierarchy
Level 1
Level 2
Level 3
Financial assets:
Impaired loans, net
Loans held-for-investment (1)
$
129,835
$
129,835
$
—
$
—
$
129,835
Loans held-for-sale (2)
17,768
17,768
—
17,768
—
$
147,603
$
147,603
$
—
$
17,768
$
129,835
________________________
(1)We had an allowance for credit losses of $98.3 million relating to nine impaired loans with an aggregate carrying value, before loan loss reserves, of $228.2 million at June 30, 2023.
(2)We had unrealized impairment losses of $2.3 million related to six held-for-sale loans with an aggregate carrying value, before unrealized impairment losses, of $20.1 million.
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 credit 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 all amounts due for both principal and interest will not be collected 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 credit losses, or an impairment loss. These valuations require significant judgments, which include assumptions regarding capitalization and discount rates, revenue growth rates, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan and other factors.
Loans held-for-sale are generally transferred and sold within 60-180 days of loan origination and are reported at lower of cost or market. We consider a loan classified as held-for-sale impaired if, based on current information, it is probable that we will sell the loan below par, or not be able to collect all principal and interest in accordance with the contractual terms of the loan agreement. These loans 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.
The tables above and below include all impaired loans, regardless of the period in which the impairment was recognized.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Quantitative information about Level 3 fair value measurements at June 30, 2023 is as follows ($ in thousands):
Fair Value
Valuation Techniques
Significant Unobservable Inputs
Financial assets:
Impaired loans:
Land
$
50,000
Discounted cash flows
Discount rate
21.50
%
Revenue growth rate
3.00
%
Discount rate
7.50
%
Office
36,674
Discounted cash flows
Capitalization rate
5.25
%
Revenue growth rate
3.00
%
Multifamily
31,202
Discounted cash flows
Capitalization rate
6.00
%
Discount rate
11.25
%
Retail
11,959
Discounted cash flows
Capitalization rate
9.25
%
Revenue growth rate
3.00
%
Derivative financial instruments:
Rate lock commitments
757
Discounted cash flows
W/A discount rate
13.00
%
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 is as follows (in thousands):
Fair Value Measurements Using Significant Unobservable Inputs
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Derivative assets and liabilities, net
Beginning balance
$
3,097
$
1,355
$
354
$
295
Settlements
(17,688)
(17,254)
(32,754)
(30,937)
Realized gains recorded in earnings
14,591
15,899
32,400
30,642
Unrealized gains recorded in earnings
757
1,035
757
1,035
Ending balance
$
757
$
1,035
$
757
$
1,035
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 are as follows (in thousands):
June 30, 2023
Notional/ Principal Amount
Fair Value of Servicing Rights
Interest Rate Movement Effect
Unrealized Impairment Loss
Total Fair Value Adjustment
Rate lock commitments
$
45,595
$
757
$
(532)
$
—
$
225
Forward sale commitments
504,278
—
532
—
532
Loans held-for-sale, net (1)
485,485
6,948
—
(2,305)
4,643
Total
$
7,705
$
—
$
(2,305)
$
5,400
________________________
(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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
We measure certain assets and liabilities for which fair value is only disclosed. The fair value of these assets and liabilities are determined using the following input levels at June 30, 2023 (in thousands):
Fair Value Measurements Using Fair Value Hierarchy
Carrying Value
Fair Value
Level 1
Level 2
Level 3
Financial assets:
Loans and investments, net
$
13,271,359
$
13,411,621
$
—
$
—
$
13,411,621
Loans held-for-sale, net
485,126
496,747
—
489,799
6,948
Capitalized mortgage servicing rights, net
394,410
516,162
—
—
516,162
Securities held-to-maturity, net
155,210
127,895
—
—
127,895
Financial liabilities:
Credit and repurchase facilities
$
3,579,080
$
3,571,464
$
—
$
463,288
$
3,108,176
Securitized debt
7,168,104
7,007,274
—
—
7,007,274
Senior unsecured notes
1,331,875
1,188,425
1,188,425
—
—
Convertible senior unsecured notes
281,737
285,775
—
285,775
—
Junior subordinated notes
143,506
105,210
—
—
105,210
Note 13 — Commitments and Contingencies
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.
At June 30, 2023, we were required to maintain at least $19.4 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. At June 30, 2023, the restricted liquidity requirement totaled $70.2 million and was satisfied with a $64.0 million letter of credit and cash issued to Fannie Mae.
At June 30, 2023, reserve requirements for the Fannie Mae DUS loan portfolio will require us to fund $37.2 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. At June 30, 2023, 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 and FHA, as 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
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 more detail in Note 11 and Note 12.
Debt Obligations and Operating Leases. At June 30, 2023, the maturities of our debt obligations and the minimum annual operating lease payments under leases with a term in excess of one year are as follows (in thousands):
Year
Debt Obligations
Minimum Annual Operating Lease Payments
Total
2023 (six months ending December 31, 2023)
$
1,914,105
$
4,682
$
1,918,787
2024
2,643,310
10,202
2,653,512
2025
2,038,158
10,565
2,048,723
2026
4,772,269
10,634
4,782,903
2027
869,546
9,226
878,772
2028
180,000
8,624
188,624
Thereafter
154,336
27,755
182,091
Total
$
12,571,724
$
81,688
$
12,653,412
During the three and six months ended June 30, 2023, we recorded lease expense of $2.6 million and $5.2 million, respectively, and during the three and six months ended June 30, 2022, we recorded lease expense of $2.4 million and $4.7 million, respectively.
Unfunded Commitments.In accordance with certain structured loans and investments, we have outstanding unfunded commitments of $965.7 million at June 30, 2023 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.
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 that had emerged from bankruptcy. There were 73 defendants in the three lawsuits, including 55 corporate and partnership entities and 18 individuals. A subsidiary of ours and certain individuals and other entities that are affiliates of ours were included as defendants.
In June 2013, the Trust amended the lawsuits, to, among other things, (1) consolidate the lawsuits into one lawsuit, (2) remove 47 defendants from the lawsuits, none of whom were related to us, so that there were 26 remaining defendants, including 16 corporate and partnership entities and 10 individuals, and (3) reduce the counts within the lawsuits from over 100 down to 17 (as consolidated, the "Action"). For more detailed information regarding the Action, please refer to Note 14 of our 2022 Annual Report filed with the SEC on February 17, 2023.
After extensive motion practice and discovery, in early December 2022, the plaintiff and certain co-defendants, including our affiliates, commenced discussions regarding a possible settlement of the Action, and in late December 2022, those parties reached an agreement in principle to settle the Action for a total of $38.0 million. We agreed to pay up to $7.4 million of the settlement amount, which amount was accrued in our December 31, 2022 financial statements.
In early March 2023, the parties to the settlement finalized the settlement documents and on April 25, 2023, the Bankruptcy Court approved the settlement in open court. Following the Bankruptcy Court approval, the parties made the agreed upon payments, the broad mutual releases became effective and on June 23, 2023, the litigation was discontinued, with prejudice.
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 14 — 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 Q Series securitization entities (“Securitization Entities”) are VIEs, which we consolidate. ARLP was already consolidated in our financial statements, therefore, the identification of this entity as a VIE had no impact on our consolidated financial statements.
Our Securitization Entities invest in real estate and real estate-related securities and are financed by the issuance of debt securities. We believe we hold the power necessary to direct the most significant economic activities of those entities. We also have exposure to losses to the extent of our equity interests and 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 to third parties by the Securitization Entities, prior to the unwind. Our operating results and cash flows include the gross asset and liability amounts related to the Securitization Entities as opposed to our net economic interests in those entities.
The assets and liabilities related to these consolidated Securitization Entities are as follows (in thousands):
June 30, 2023
December 31, 2022
Assets:
Restricted cash
$
389,306
$
710,775
Loans and investments, net
8,395,368
8,900,104
Other assets
121,899
174,382
Total assets
$
8,906,573
$
9,785,261
Liabilities:
Securitized debt
$
7,168,104
$
7,849,270
Other liabilities
22,677
26,754
Total liabilities
$
7,190,781
$
7,876,024
Assets held by the Securitization Entities are restricted and can only be used to settle obligations of those entities. The liabilities of the Securitization Entities are non-recourse to us and can only be satisfied from each respective asset pool. See Note 9 for details. We are not obligated to provide, have not provided, and do not intend to provide financial support to any of the Securitization Entities.
Unconsolidated VIEs.We determined that we are not the primary beneficiary of 26 VIEs in which we have a variable interest at June 30, 2023 because we do not have the ability to direct the activities of the VIEs that most significantly impact each entity’s economic performance.
A summary of our variable interests in identified VIEs, of which we are not the primary beneficiary, at June 30, 2023 is as follows (in thousands):
Type
Carrying Amount (1)
Loans
$
398,522
APL certificates
128,665
B Piece bonds
31,079
Equity investments
18,417
Agency interest only strips
197
Total
$
576,880
________________________
(1)Represents the carrying amount of loans and investments before reserves. At June 30, 2023, $172.5 million of loans to VIEs had corresponding specific loan loss reserves of $85.8 million. The maximum loss exposure at June 30, 2023 would not exceed the carrying amount of our investment.
These unconsolidated VIEs have exposure to real estate debt of approximately $3.89 billion at June 30, 2023.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 15 — Equity
Common Stock. During the six months ended June 30, 2023, we sold 7,536,800 shares of our common stock at an average price of $14.55 per share for net proceeds of $109.7 million through an “At-The-Market” equity offering sales agreement. The proceeds were used to make investments related to our business and for general corporate purposes.
In March 2023, the Board of Directors authorized a share repurchase program providing for the repurchase of up to $50.0 million of our outstanding common stock. The repurchase of our common stock may be made from time to time in the open market, through privately negotiated transactions, or otherwise in compliance with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, based on our stock price, general market conditions, applicable legal requirements and other factors. The program may be discontinued or modified at any time. At June 30, 2023, we repurchased 3,545,604 shares of our common stock under this program at a total cost of $37.4 million and an average cost of $10.56 per share.
Noncontrolling Interest. Noncontrolling interest relates to the operating partnership units (“OP Units”) issued to satisfy a portion of the purchase price in connection with the acquisition of the agency platform of Arbor Commercial Mortgage, LLC (“ACM”) in 2016. 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. 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. At June 30, 2023, there were 16,293,589 OP Units outstanding, which represented 8.2% of the voting power of our outstanding stock.
Distributions. Dividends declared (on a per share basis) during the six months ended June 30, 2023 are as follows:
Common Stock
Preferred Stock
Dividend
Declaration Date
Dividend
Declaration Date
Series D
Series E
Series F
February 15, 2023
$
0.40
January 3, 2023
$
0.3984375
$
0.390625
$
0.390625
May 3, 2023
$
0.42
March 31, 2023
$
0.3984375
$
0.390625
$
0.390625
June 30, 2023
$
0.3984375
$
0.390625
$
0.390625
Common Stock – On July 26, 2023, the Board of Directors declared a cash dividend of $0.43 per share of common stock. The dividend is payable on August 31, 2023 to common stockholders of record as of the close of business on August 15, 2023.
Deferred Compensation. During the first half of 2023, we issued 889,822 shares of restricted common stock to our employees and Board of Directors under the 2020 Amended Omnibus Stock Incentive Plan (the “2020 Plan”) with a total grant date fair value of $10.4 million, of which: (1) 256,208 shares with a grant date fair value of $3.0 million vested on the grant date; (2) 24,493 shares with a grant date fair value of $0.4 million will vest during the remainder of 2023; (3) 260,304 shares with a grant date fair value of $3.1 million will vest in 2024; (4) 235,969 shares with a grant date fair value of $2.7 million will vest in 2025; (5) 78,126 shares with a grant date fair value of $0.9 million will vest in 2026; and (6) 34,722 shares with a grant date fair value of $0.4 million will vest in 2027. We also issued 40,796 fully vested restricted stock units (“RSUs”) with a grant date fair value of $0.5 million to certain members of our Board of Directors and 247,275 RSUs with a grant date fair value of $2.9 million that vest in full in the first quarter of 2026 to our chief executive officer. The individuals decided to defer the receipt of the common stock, to which the RSUs are converted into, to a future date pursuant to a pre-established deferral election.
During the first quarter of 2023, 352,427 shares of performance-based restricted stock units previously granted to our chief executive officer fully vested and were net settled for 172,513 common shares.
During the first half of 2023, we withheld 190,075 shares from the net settlement of restricted common stock by employees for payment of withholding taxes on shares that vested.
Earnings Per Share (“EPS”). Basic EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period inclusive of unvested restricted stock with full dividend participation rights. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, plus the additional dilutive effect of common stock equivalents during each period. Our common stock equivalents include the weighted average dilutive effect of restricted stock units granted to our chief executive officer, OP Units and convertible senior unsecured notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
A reconciliation of the numerator and denominator of our basic and diluted EPS computations is as follows ($ in thousands, except share and per share data):
Three Months Ended June 30,
2023
2022
Basic
Diluted
Basic
Diluted
Net income attributable to common stockholders (1)
$
76,164
$
76,164
$
69,909
$
69,909
Net income attributable to noncontrolling interest (2)
—
6,826
—
6,992
Interest expense on convertible notes
—
6,081
—
3,995
Net income attributable to common stockholders and noncontrolling interest
$
76,164
$
89,071
$
69,909
$
80,896
Weighted average shares outstanding
181,815,469
181,815,469
163,044,217
163,044,217
Dilutive effect of OP Units (2)
—
16,293,589
—
16,306,745
Dilutive effect of convertible notes
—
17,270,615
—
15,140,481
Dilutive effect of restricted stock units (3)
—
682,203
—
522,367
Weighted average shares outstanding
181,815,469
216,061,876
163,044,217
195,013,810
Net income per common share (1)
$
0.42
$
0.41
$
0.43
$
0.41
Six Months Ended June 30,
2023
2022
Net income attributable to common stockholders (1)
$
160,483
$
160,483
$
133,968
$
133,968
Net income attributable to noncontrolling interest (2)
—
14,411
—
13,808
Interest expense on convertible notes
—
12,163
—
7,989
Net income attributable to common stockholders and noncontrolling interest
$
160,483
$
187,057
$
133,968
$
155,765
Weighted average shares outstanding
181,468,002
181,468,002
158,258,813
158,258,813
Dilutive effect of OP Units (2)
—
16,293,589
—
16,315,869
Dilutive effect of convertible notes
—
17,250,598
—
15,126,859
Dilutive effect of restricted stock units (3)
—
477,415
—
655,489
Weighted average shares outstanding
181,468,002
215,489,604
158,258,813
190,357,030
Net income per common share (1)
$
0.88
$
0.87
$
0.85
$
0.82
________________________
(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)Our chief executive officer was granted restricted stock units, which vest at the end of a four-year performance period based upon our achievement of total stockholder return objectives.
Note 16 — 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
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.
In the three and six months ended June 30, 2023, we recorded a tax provision of $5.6 million and $13.6 million, respectively. In the three and six months ended June 30, 2022, we recorded a tax provision of $5.4 million and $13.5 million, respectively. The tax provision recorded in the three months ended June 30, 2023 consisted of a current tax provision of $13.0 million and a deferred tax benefit of $7.4 million, respectively. The tax provision recorded in the six months ended June 30, 2023 consisted of a current tax provision of $17.8 million and a deferred tax benefit of $4.2 million, respectively. The tax provision recorded in the three months ended June 30, 2022 consisted of a current tax provision of $6.1 million and a deferred tax benefit of $0.7 million. The tax provision recorded in the six months ended June 30, 2022 consisted of a current tax provision of $15.9 million and a deferred tax benefit of $2.4 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 17 — Agreements and Transactions with Related Parties
Support Agreement and Employee Secondment Agreement. We have a support agreement and a secondment agreement with ACM and certain of its affiliates and certain affiliates of a relative of our chief executive officer (“Service Recipients”) where we provide support services and seconded employees to the Service Recipients. The Service Recipients reimburse us for the costs of performing such services and the cost of the seconded employees. During the three and six months ended June 30, 2023, we incurred $0.8 million and $1.5 million, respectively, and, during the three and six months ended June 30, 2022, we incurred $0.9 million and $1.7 million, respectively, of costs for services provided and employees seconded to the Service Recipients, all of which were reimbursed to us and included in due from related party on the consolidated balance sheets.
Other Related Party Transactions. Due from related party was $73.3 million and $77.4 million at June 30, 2023 and December 31, 2022, respectively, which consisted primarily of amounts due from our affiliated servicing operations related to real estate transactions closing at the end of the quarter and amounts due from ACM for costs incurred in connection with the support and secondment agreements described above.
Due to related party was $3.6 million and $12.4 million at June 30, 2023 and December 31, 2022, respectively, and consisted of loan payoffs, holdbacks and escrows to be remitted to our affiliated servicing operations related to real estate transactions.
In May 2023, we committed to fund a $56.9 million bridge loan ($1.2 million was funded at June 30, 2023) for an SFR build-to-rent construction project. Two of our officers have made minority equity investments totaling $0.5 million, representing approximately 4.0% of the total equity invested in the project. The loan has an interest rate of SOFR plus 5.50% with a SOFR floor of 3.25% and matures in December 2025, with two six-month extension options. Interest income recorded from this loan was less than $0.1 million for the three and six months ended June 30, 2023.
In July 2022, we purchased a $46.2 million bridge loan originated by ACM at par ($2.0 million was funded at June 30, 2023) for an SFR build-to-rent construction project. A consortium of investors (which includes, among other unaffiliated investors, certain of our officers with a minority ownership interest) owns 70% of the borrowing entity and an entity indirectly owned and controlled by an immediate family member of our chief executive officer owns 10% of the borrowing entity. The loan has an interest rate of SOFR plus 5.5% and is scheduled to mature in March 2025. Interest income recorded from this loan was less than $0.1 million for the three and six months ended June 30, 2023.
In April 2022, we committed to fund a $67.1 million bridge loan (none of which was funded at June 30, 2023) in an SFR build-to-rent construction project. An entity owned by an immediate family member of our chief executive officer also made an equity investment in the project and owns a 2.25% equity interest in the borrowing entity. The bridge loan has an interest rate of SOFR plus 4.63% with a SOFR floor of 0.25% and matures in May 2025. Interest income recorded from this loan was $0.1 million for all periods presented.
In February 2022, we committed to fund a $39.4 million bridge loan (none of which was funded at June 30, 2023) in an SFR build-to-rent construction project. An entity owned by an immediate family member of our chief executive officer also made an equity investment in the project and owns a 2.25% equity interest in the borrowing entity. The bridge loan had an interest rate of LIBOR plus 4.0% with a LIBOR floor of 0.25% and matures in March 2025. Effective July 1, 2023, the interest rate was changed to SOFR plus 4.0% with a SOFR floor of 0.25%. Interest income recorded from this loan was less than $0.1 million for both the three months ended June 30, 2023 and 2022, and $0.1 million for both the six months ended June 30, 2023 and 2022.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
In 2021, we invested $4.2 million for 49.3% interest in a limited liability company (“LLC”) which purchased a retail property for $32.5 million and assumed an existing $26.0 million CMBS loan. A portion of the property can potentially be converted to office space, of which we obtain the right to occupy, in part. An entity owned by an immediate family member of our chief executive officer also made an investment in the LLC for a 10.0% ownership, is the managing member and holds the right to purchase our interest in the LLC.
In 2021, we originated a $63.4 million bridge loan to a third party to purchase a multifamily property from a multifamily-focused commercial real estate investment fund sponsored and managed by our chief executive officer and one of his immediate family members, which fund has no continued involvement with the property following the purchase. The loan had an interest rate of LIBOR plus 3.75% with a LIBOR floor of 0.25% and matures in March 2024. Effective July 1, 2023, the interest rate was changed to SOFR plus 3.75% with a SOFR floor of 0.25%. Interest income recorded from this loan was $1.5 million and $2.8 million for the three and six months ended June 30, 2023, respectively, and $0.8 million and $1.5 million for the three and six months ended June 30, 2022, respectively.
In 2020, we committed to fund a $32.5 million bridge loan ($20.1 million was funded at June 30, 2023) and made a $3.5 million preferred equity investment in an SFR build-to-rent construction project. An entity owned by an immediate family member of our chief executive officer also made an equity investment in the project and owns a 21.8% equity interest in the borrowing entity. The bridge loan had an interest rate of LIBOR plus 5.5% with a LIBOR floor of 0.75%, the preferred equity investment has a 12.0% fixed rate, and both loans mature in October 2023. Effective July 1, 2023, the interest rate on the bridge loan was changed to SOFR plus 5.5% with a SOFR floor of 0.75%. Interest income recorded from these loans was $0.6 million and $1.2 million for the three and six months ended June 30, 2023, respectively, and $0.3 million and $0.5 million for the three and six months ended June 30, 2022, respectively.
In 2020, we committed to fund a $30.5 million bridge loan and we made a $4.6 million preferred equity investment in a SFR build-to-rent construction project. ACM and an entity owned by an immediate family member of our chief executive officer also made equity investments in the project and own an 18.9% equity interest in the borrowing entity. The bridge loan had an interest rate of LIBOR plus 5.5% with a LIBOR floor of 0.75% and was scheduled to mature in May 2023 and the preferred equity investment has a 12.0% fixed rate and was scheduled to mature in April 2023. In April 2023, the bridge loan was upsized to a maximum of $38.4 million ($26.7 million was funded at June 30, 2023), and the interest rate was changed to SOFR plus 5.25% with a SOFR floor of 1.00%. In addition, the maturity date on both loans were extended to May 2025. Interest income recorded from these loans was $0.8 million and $1.5 million for the three and six months ended June 30, 2023, respectively, and $0.3 million and $0.6 million for the three and six months ended June 30, 2022, respectively.
In 2020, we originated a $14.8 million Private Label loan and a $3.4 million mezzanine loan 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. In 2020, we sold the Private Label loan to an unconsolidated affiliate of ours. The mezzanine loan bears interest at a 9.0% fixed rate and matures in April 2030. Interest income recorded from the mezzanine loan was $0.1 million for all periods presented.
We have a $35.0 million bridge loan and a $9.6 million preferred equity interest on an office building. The bridge loan was scheduled to mature in July 2023 and the preferred equity investment matures in June 2027. In July 2023, the maturity date of the bridge loan was extended to October 2023. The property is controlled by a third party. The day-to-day operations are currently being managed by an immediate family member, or one of his affiliated entities, of our chief executive officer. In 2021, we entered into a forbearance agreement with the borrower on the outstanding bridge loan to defer all interest owed until maturity or early payoff. At both June 30, 2023 and December 31, 2022, these loans had an allowance for credit loss recorded against them totaling $8.0 million.
In certain instances, our business requires our executives to charter privately owned aircraft in furtherance of our business. We have an aircraft time-sharing agreement with an entity controlled by our chief executive officer that owns a private aircraft. Pursuant to the agreement, we reimburse the aircraft owner for the required costs under Federal Aviation Administration regulations for the flights our executives’ charter. During the six months ended June 30, 2023 and 2022, we reimbursed the aircraft owner $0.4 million and $0.7 million, respectively, for the flights chartered by our executives pursuant the agreement.
In 2019, we, along with ACM, certain executives of ours and a consortium of independent outside investors, formed AMAC III, a multifamily-focused commercial real estate investment fund sponsored and managed by our chief executive officer and one of his immediate family members. We committed to a $30.0 million investment ($25.2 million was funded at June 30, 2023) for an 18% interest in AMAC III. During the three and six months ended June 30, 2023, we recorded losses associated with this investment of $0.5 million and $0.9 million, respectively, and we received cash distributions of $0.5 million and $1.1 million, respectively. During the three and six months ended June 30, 2022, we recorded a loss associated with this investment of $0.6 million and $1.1 million, respectively, and we received a distribution of $0.3 million during both the three and six months ended June 30, 2022. In 2019,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
AMAC III originated a $7.0 million mezzanine loan to a borrower with which we have an outstanding $34.0 million bridge loan. In 2020, for full satisfaction of the mezzanine loan, AMAC III became the owner of the property. Also in 2020, the $34.0 million bridge loan was refinanced with a $35.4 million bridge loan, which bore interest at a rate of LIBOR plus 3.5% and matures in August 2023. Effective July 1, 2023, the interest rate on the bridge loan was changed to SOFR plus 3.5%. Interest income recorded from the bridge loan was $0.8 million and $1.5 million for the three and six months ended June 30, 2023, respectively, and $0.4 million and $0.7 million for the three and six months ended June 30, 2022, respectively.
In 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 had an interest rate of LIBOR plus 4.75% with a LIBOR floor of 0.25% and matures in August 2023. Effective July 1, 2023, the interest rate was changed to SOFR plus 4.75% with a SOFR floor of 0.25%. Interest income recorded from this loan was $0.5 million and $1.0 million for the three and six months ended June 30, 2023, respectively, and $0.3 million and $0.6 million for the three and six months ended June 30, 2022, respectively.
In 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 had an interest rate of LIBOR plus 5.25% with LIBOR floors ranging from 1.24% to 1.54% and were scheduled to mature in 2020. The borrower refinanced these loans with a $31.1 million bridge loan we originated in 2019 with an interest rate of LIBOR plus 4.0%, a LIBOR floor of 1.8%,which was scheduled to mature in October 2022. In May 2022, this loan paid off in full. Interest income recorded from this loan was $0.3 million and $0.8 million for the three and six months ended June 30, 2022, respectively.
In 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 17.6% 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 for all periods presented.
In 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 June 30, 2023. 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% in the borrowing entities. The loans had an interest rate of LIBOR plus 4.5% with a LIBOR floor of 0.25% and were scheduled to mature in 2019. In 2017, a $6.8 million loan on one property paid off in full and in 2018 four additional loans totaling $28.3 million paid off in full. In 2019, $10.9 million of the $12.9 million remaining bridge loan paid off, with the $2.0 million remaining UPB converting to a mezzanine loan with a fixed interest rate of 10.0% and a January 2024 maturity. Interest income recorded from the mezzanine loan was $0.1 million for all periods presented.
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. At June 30, 2023, we had an indirect interest of 12.3% in this entity. We recorded income related to this investment of $3.5 million and $2.6 million in the three and six months ended June 30, 2023, respectively, and income of $1.1 million and $6.1 million in the three and six months ended June 30, 2022, respectively. During both the three and six months ended June 30, 2023, we received cash distributions of $7.5 million, and during the three and six months ended June 30, 2022, we received cash distributions of $7.5 million and $15.0 million, respectively, which were classified as returns of capital.
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, 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 2018, the owners of Lexford restructured part of its debt and we originated 12 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 were originated in 2018, had interest rates of LIBOR plus 4.0% and were scheduled to mature in June 2021. During 2019, the borrower made payoffs and partial paydowns of principal totaling $250.0 million and in 2020, the remaining balance of the loans were refinanced with a $34.6 million Private Label loan, which bears interest at a fixed rate of 3.3% and matures in March 2030. In 2020, we sold the Private Label loan to an unconsolidated affiliate of ours. Further, as part
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
of this 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 $2.5 million and $7.2 million during the three and six months ended June 30, 2023, respectively, and a $6.0 million distribution during both the three and six months ended June 30, 2022, which were recorded as income from equity affiliates. Separate from the loans we originated in 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 June 30, 2023, this debt had an aggregate outstanding balance of approximately $600.0 million and is scheduled to mature through 2029.
Several of our executives, including our chief financial officer, senior counsel and our chairman, chief executive officer and president, hold similar positions for ACM. Our chief executive officer and his affiliated entities (“the Kaufman Entities”) together beneficially own approximately 35% of the outstanding membership interests of ACM and certain of our employees and directors also hold an ownership interest in ACM. Furthermore, one of our directors serves as the trustee and co-trustee of two of the Kaufman Entities that hold membership interests in ACM. At June 30, 2023, ACM holds 2,535,870 shares of our common stock and 10,615,085 OP Units, which represents 6.6% of the voting power of our outstanding stock. Our Board of Directors approved a resolution under our charter allowing our chief executive officer and ACM, (which our chief executive officer has a controlling equity interest in), to own more than the 5% ownership interest limit of our common stock as stated in our amended charter.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 18 — Segment Information
The summarized statements of income and balance sheet data, as well as certain other data, by segment are included in the following tables ($ 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 and stock-based compensation.
Three Months Ended June 30, 2023
Structured Business
Agency Business
Other / Eliminations (1)
Consolidated
Interest income
$
322,105
$
13,632
$
—
$
335,737
Interest expense
220,966
6,229
—
227,195
Net interest income
101,139
7,403
—
108,542
Other revenue:
Gain on sales, including fee-based services, net
—
22,587
—
22,587
Mortgage servicing rights
—
16,201
—
16,201
Servicing revenue
—
47,952
—
47,952
Amortization of MSRs
—
(15,605)
—
(15,605)
Property operating income
1,430
—
—
1,430
Loss on derivative instruments, net
—
(7,384)
—
(7,384)
Other income (loss), net
760
(715)
—
45
Total other revenue
2,190
63,036
—
65,226
Other expenses:
Employee compensation and benefits
13,438
27,872
—
41,310
Selling and administrative
5,833
6,751
—
12,584
Property operating expenses
1,365
—
—
1,365
Depreciation and amortization
1,214
1,173
—
2,387
Provision for loss sharing (net of recoveries)
—
7,672
—
7,672
Provision for credit losses (net of recoveries)
14,369
(491)
—
13,878
Total other expenses
36,219
42,977
—
79,196
Income before extinguishment of debt, income from equity affiliates and income taxes
67,110
27,462
—
94,572
Loss on extinguishment of debt
(1,247)
—
—
(1,247)
Income from equity affiliates
5,560
—
—
5,560
Provision for income taxes
(1,200)
(4,353)
—
(5,553)
Net income
70,223
23,109
—
93,332
Preferred stock dividends
10,342
—
—
10,342
Net income attributable to noncontrolling interest
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Origination Data:
Structured Business
Bridge loans (1)
$
207,494
$
2,047,599
$
469,683
$
4,868,315
Mezzanine / Preferred Equity
1,500
—
7,345
8,139
Total new loan originations
$
208,994
$
2,047,599
$
477,028
$
4,876,454
Loan runoff
$
685,220
$
1,122,407
$
1,871,869
$
1,788,958
Agency Business
Origination Volumes by Investor:
Fannie Mae
$
1,079,910
$
665,449
$
1,874,931
$
1,115,129
Freddie Mac
217,884
407,691
319,216
706,763
FHA
62,552
78,364
211,492
90,354
Private Label
50,256
83,346
91,363
156,242
SFR - Fixed Rate
11,837
34,334
17,298
39,205
Total
$
1,422,439
$
1,269,184
$
2,514,300
$
2,107,693
Total loan commitment volume
$
1,133,312
$
1,184,282
$
2,633,422
$
2,159,414
Agency Business Loan Sales Data:
Fannie Mae
$
1,023,088
$
569,048
$
1,674,846
$
1,235,592
Freddie Mac
175,342
362,442
243,799
721,528
FHA
134,383
75,101
177,858
146,917
Private Label
72,803
11,250
232,748
500,519
SFR - Fixed Rate
5,108
12,862
14,172
12,862
Total
$
1,410,724
$
1,030,703
$
2,343,423
$
2,617,418
Sales margin (fee-based services as a % of loan sales) (2)
1.60
%
1.60
%
1.59
%
1.35
%
MSR rate (MSR income as a % of loan commitments)
1.43
%
1.48
%
1.32
%
1.52
%
________________________
(1)The three and six months ended June 30, 2023 includes 23 and 43 SFR loans, respectively, with a UPB of $109.0 million and $185.1 million, respectively. The three and six months ended June 30, 2022 includes 36 and 71 SFR loans, respectively, with a UPB of $155.0 million and $288.4 million, respectively. During the three and six months ended June 30, 2023, we committed to fund SFR loans totaling $200.2 million and $254.5 million, respectively. During the three and six months ended June 30, 2022, we committed to fund SFR loans totaling $185.2 million and $268.5 million, respectively.
(2)The six months ended June 30, 2022 includes $17.1 million of gains recognized on Swaps related to the Private Label loans sold in the three months ended March 31, 2022, which is included in gain (loss) on derivative instruments, net in the consolidated statements of income.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, SFR and commercial real estate markets, primarily consisting of bridge loans, in addition to mezzanine loans, junior participating interests in first mortgages and preferred and direct equity. We also invest in real estate-related joint ventures and may 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 Fannie Mae and Freddie Mac, Ginnie Mae, FHA and HUD. 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 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 SBL lender, seller/servicer, nationally and a HUD MAP and LEAN senior housing/healthcare lender nationally. We also originate and service permanent financing loans underwritten using the guidelines of our existing agency loans sold to the GSEs, which we refer to as “Private Label” loans and originate and sell finance products through CMBS programs. We pool and securitize the Private Label loans and sell certificates in the securitizations to third-party investors, while retaining the servicing rights and APL certificates of the securitization.
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 of 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, net of amortization on the MSR assets recorded. 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. Additionally, we also recognize revenue from originating, selling and servicing our Private Label loans.
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 these investments can be difficult to predict and can vary significantly period-to-period. When interest rates rise, the income from these investments can be significantly and negatively impacted, particularly from our investment in a residential mortgage banking business, since rising interest rates generally decrease the demand for residential real estate loans. 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 and 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 Second Quarter of 2023
Financing and Capital Markets Activity.
•Unwound CLO 13, redeeming the remaining outstanding notes, which were repaid primarily from the refinancing of the remaining assets within our other CLO vehicles and credit and repurchase facilities;
•Raised $26.9 million of capital from issuances of approximately 1.9 million shares of common stock under our “At-The-Market” equity offering sales agreement; and
•Redeemed $78.9 million of our 5.625% senior unsecured notes at maturity for cash.
Share Repurchase Program. We repurchased approximately 2.7 million shares of our common stock under this program at a cost of $27.8 million.
Structured Business Activity.
•Our structured loan and investment portfolio decreased 1% to $13.49 billion as loan runoff totaling $685.2 million outpaced loan originations totaling $209.0 million; and
•Received a $7.5 million cash distribution and recorded income of $3.5 million from our residential mortgage business joint venture.
Agency Business Activity.
•Loan originations and sales totaled $1.42 billion and $1.41 billion, respectively; and
•Grew our fee-based servicing portfolio approximately 2%, or $533.9 million, to $29.45 billion.
Dividend. We raised our quarterly common dividend $0.01 to $0.43 per share, representing an annual run rate of $1.72 per share.
Current Market Conditions, Risks and Recent Trends
The Federal Reserve has raised interest rates throughout 2022 and during the first half of 2023 to combat inflation and restore price stability. As inflation begins to cool, it is possible that the rate hikes from the Federal Reserve will slow, or pause during the remainder of 2023.
We have been very successful in raising capital through various vehicles to grow our businesses. Inflation, rising interest rates, bank failures, and geopolitical uncertainty has caused significant disruptions in many market segments, including the financial services, real estate and credit markets, which has, and may continue, to result in a further dislocation in capital markets and a continual reduction of available liquidity. Instability in the banking sector, such as the recent bank failures and consolidations, further contributed to the tightening liquidity conditions in the equity and capital markets and has affected the availability and increased the cost of capital. The increased cost of credit, or degradation in debt financing terms, may impact our ability to identify and execute investments on attractive terms, or at all.
Additionally, the turmoil in the banking sector and financial markets has resulted in multiple regional bank failures and consolidations. Although the majority of our cash is currently on deposit with major financial institutions, our balances often exceed insured limits. We limit the exposure relating to these balances by diversifying them among various counterparties. Generally, deposits may be redeemed upon demand and are maintained at financial institutions with reputable credit and therefore we believe bear minimal credit risk.
These current market conditions could continue to limit our ability to grow our Structured Business since this business is more reliant on the capital markets to grow, but can also present us with options to build on existing relationships or create new relationships with lenders. Since our Agency Business requires limited capital to grow, as originations are financed through warehouse facilities for generally up to 60 days before the loans are sold, tightening liquidity conditions in equity and capital markets should not have a substantial impact on our ability to continue to grow this business.
Although we have not been significantly impacted by these adverse economic conditions to date, such conditions have resulted, and may continue to result, in a dislocation in capital markets, declining real estate values of certain asset classes, increased payment delinquencies and defaults and increased loan modifications and foreclosures, all of which could have a significant impact on our future results of operations, financial condition, business prospects and our ability to make distributions to our stockholders.
Currently, rising interest rates will positively impact our net interest income since our structured loan portfolio exceeds our corresponding debt balances and the vast majority of our loan portfolio is floating-rate based on SOFR. In addition, a greater portion of our debt is fixed-rate (convertible and senior unsecured notes), as compared to our structured loan portfolio, and will not reset as interest rates rise. Therefore, increases in interest income due to rising interest rates is likely to be greater than the corresponding
increase in interest expense on our variable rate debt. Additionally, we earn interest on our escrow and cash balances, so an increasing interest rate environment will increase our earnings on such balances. See “Quantitative and Qualitative Disclosures about Market Risk” below for additional details. Conversely, such rising interest rates could negatively impact real estate values and limit a borrower’s ability to make debt service payments, which may limit new mortgage loan originations and increase the likelihood of incurring losses from defaulted loans if the reduction in the collateral value is insufficient to repay their loans in full.
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. In November 2022, the Federal Housing Finance Agency (“FHFA”) announced that its 2023 Caps for Fannie Mae and Freddie Mac will be $75 billion for each enterprise for a total opportunity of $150 billion (the “2023 Caps”), which has decreased from its 2022 loan origination caps of $78 billion for each enterprise. The FHFA has stated that they will continue to monitor the market and reserves the right to increase the 2023 Caps if warranted, however, they will not reduce the 2023 Caps if the market is smaller than initially projected. The 2023 Caps will continue to apply to all multifamily business, have no exclusions, and mandate that 50% be directed towards mission driven, affordable housing. The FHFA has removed the requirement that at least 25% be affordable to residents at or below 60% of area median income (“AMI”) to reduce inconsistencies with their Housing Goals regulation. Further, the FHFA has changed certain definitions of mission driven affordable housing and also allows loans to finance energy or water efficiency improvements with units affordable at or below 80% of AMI to be classified as mission-driven, up from 60% AMI in 2022. This increase will allow the GSEs to expand their effort on energy and water conservation measures at workforce housing properties. 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 could negatively impact our financial results. We are unsure whether the FHFA will impose stricter limitations on GSE multifamily production volume in the future.
Changes in Financial Condition
Assets — Comparison of balances at June 30, 2023 to December 31, 2022:
Our Structured loan and investment portfolio balance was $13.49 billion and $14.46 billion at June 30, 2023 and December 31, 2022, respectively. This decrease was primarily due to loan runoff exceeding loan originations by $1.39 billion. See below for details.
Our portfolio had a weighted average current interest pay rate of 8.76% and 8.17% at June 30, 2023 and December 31, 2022, respectively. Including certain fees earned and costs associated with the structured portfolio, the weighted average current interest rate was 9.07% and 8.42% at June 30, 2023 and December 31, 2022, respectively. Our debt that finances our loans and investment portfolio totaled $12.11 billion and $13.28 billion at June 30, 2023 and December 31, 2022, respectively, with a weighted average funding cost of 6.95% and 6.22%, respectively, which excludes financing costs. Including financing costs, the weighted average funding rate was 7.25% and 6.50% at June 30, 2023 and December 31, 2022, respectively.
Activity from our Structured Business portfolio is comprised of the following ($ in thousands):
Loans held-for-sale from the Agency Business increased $131.1 million, primarily from loan originations exceeding loan sales by $170.9 million as noted in the following table, partially offset by an unfunded construction loan origination of $57.5 million. Activity from our Agency Business portfolio is comprised of the following (in thousands):
Three Months Ended June 30, 2023
Six Months Ended June 30, 2023
Loan Originations
Loan Sales
Loan Originations
Loan Sales
Fannie Mae
$
1,079,910
$
1,023,088
$
1,874,931
$
1,674,846
Freddie Mac
217,884
175,342
319,216
243,799
FHA
62,552
134,383
211,492
177,858
Private Label
50,256
72,803
91,363
232,748
SFR - Fixed Rate
11,837
5,108
17,298
14,172
Total
$
1,422,439
$
1,410,724
$
2,514,300
$
2,343,423
Liabilities – Comparison of balances at June 30, 2023 to December 31, 2022:
Credit and repurchase facilities decreased $262.7 million, primarily due to loan runoff in our Structured Business portfolio, partially offset by loan originations exceeding sales in our Agency Business.
Securitized debt decreased $681.2 million, primarily due to the unwind of CLO 13 and repayments of debt on CLO 12 as the replacement period has ended.
Senior unsecured notes decreased $54.1 million, primarily due to the repurchases of our 8.00% and 5.625% senior notes totaling $149.6 million, partially offset by the issuance of $95.0 million of 7.75% senior notes.
Due to borrowers increased $41.3 million, primarily due to unfunded commitments on new loan originations in our Structured Business, partially offset by the funding of previously committed originations.
Other liabilities decreased $14.8 million, primarily due to payments of accrued commissions and incentive compensation during the first quarter of 2023 related to 2022 performance, and decreases in accrued professional fees in connection with the settlement of the Extended Stay litigation.
Equity
During the first half of 2023, we sold 7,536,800 shares of our common stock through our “At-The-Market” equity agreement at an average price of $14.55 per share. In addition, we repurchased 3,545,604 shares of our common stock under our share repurchase program at an average price of $10.56 per share.
See Note 15 for details of our dividends declared and deferred compensation transactions.
The following table sets forth the characteristics of our loan servicing portfolio collateralizing our mortgage servicing rights and servicing revenue ($ in thousands):
June 30, 2023
Product
Servicing Portfolio UPB
Loan Count
Wtd. Avg. Age of Portfolio (years)
Wtd. Avg. Portfolio Maturity (years)
Interest Rate Type
Wtd. Avg. Note Rate
Annualized Prepayments as a % of Portfolio (1)
Delinquencies as a % of Portfolio (2)
Fixed
Adjustable
Fannie Mae
$
20,002,570
2,490
3.2
8.1
95
%
5
%
4.37
%
6.80
%
0.63
%
Freddie Mac
5,245,325
1,226
3.1
9.7
81
%
19
%
4.58
%
7.99
%
4.17
%
Private Label
2,305,000
145
2.2
7.4
100
%
—
3.78
%
—
—
FHA
1,303,812
103
2.6
33.3
100
%
—
3.40
%
—
—
Bridge
299,578
3
1.0
3.3
55
%
45
%
7.11
%
—
—
SFR - Fixed Rate
290,266
60
1.8
5.8
100
%
—
5.17
%
—
—
Total
$
29,446,551
4,027
3.1
9.4
93
%
7
%
4.35
%
6.05
%
1.17
%
December 31, 2022
Fannie Mae
$
19,038,124
2,460
3.1
8.5
96
%
4
%
4.20
%
12.71
%
0.13
%
Freddie Mac
5,153,207
1,214
2.8
10.2
84
%
16
%
4.26
%
19.78
%
0.27
%
Private Label
2,074,859
130
1.9
7.8
100
%
—
3.60
%
—
—
FHA
1,155,893
96
2.5
33.5
100
%
—
3.17
%
1.59
%
—
Bridge
301,182
4
0.9
1.6
—
100
%
7.68
%
—
—
SFR - Fixed Rate
274,764
53
1.4
6.3
100
%
—
5.04
%
0.30
%
—
Total
$
27,998,029
3,957
2.9
9.7
93
%
7
%
4.17
%
12.35
%
0.14
%
________________________
(1)Prepayments reflect loans repaid prior to six months from the loan maturity. The majority of our loan servicing portfolio has a prepayment protection term and therefore, we may collect a prepayment fee which is included as a component of servicing revenue, net. See Note 5 for details.
(2)Delinquent loans reflect loans that are contractually 60 days or more past due. At June 30, 2023 and December 31, 2022, delinquent loans totaled $343.9 million and $38.7 million, respectively. At June 30, 2023, there were two loans totaling $3.3 million in bankruptcy and a $1.0 million loan in foreclosure. There were no loans in bankruptcy or foreclosure at December 31, 2022.
Our Agency Business servicing portfolio represents commercial real estate loans, which are generally transferred or sold within 60 days from the date the loan is funded. Primarily all loans in our servicing portfolio are collateralized by multifamily properties. In addition, we are generally required to share in the risk of any losses associated with loans sold under the Fannie Mae DUS program, see Note 10.
The following table presents the average balance of our Structured Business interest-earning assets and interest-bearing liabilities, associated interest income (expense) and the corresponding weighted average yields ($ in thousands):
Three Months Ended June 30,
2023
2022
Average Carrying Value (1)
Interest Income / Expense
W/A Yield / Financing Cost (2)
Average Carrying Value (1)
Interest Income / Expense
W/A Yield / Financing Cost (2)
Structured Business interest-earning assets:
Bridge loans
$
13,316,883
$
305,396
9.20
%
$
14,231,039
$
182,362
5.14
%
Mezzanine / junior participation loans
221,970
5,585
10.09
%
209,871
5,080
9.71
%
Preferred equity investments
89,725
1,395
6.24
%
148,220
2,845
7.70
%
Other
30,297
697
9.23
%
36,302
1,377
15.21
%
Core interest-earning assets
13,658,875
313,073
9.19
%
14,625,432
191,664
5.26
%
Cash equivalents
918,432
9,032
3.94
%
779,582
383
0.20
%
Total interest-earning assets
$
14,577,307
$
322,105
8.86
%
$
15,405,014
$
192,047
5.00
%
Structured Business interest-bearing liabilities:
CLO
$
7,193,764
$
124,960
6.97
%
$
7,491,397
$
46,709
2.50
%
Credit and repurchase facilities
3,220,202
62,839
7.83
%
4,160,842
33,797
3.26
%
Unsecured debt
1,658,495
25,710
6.22
%
1,559,750
21,158
5.44
%
Q Series securitization
236,878
4,325
7.32
%
—
—
—
Trust preferred
154,336
3,132
8.14
%
154,336
1,501
3.90
%
Total interest-bearing liabilities
$
12,463,675
220,966
7.11
%
$
13,366,325
103,165
3.10
%
Net interest income
$
101,139
$
88,882
________________________
(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 mainly due to a $130.1 million increase from our Structured Business, primarily due to a significant increase in the average yield on core interest-earning assets, as a result of increases in benchmark interest rates, partially offset by a decrease in our average balance of our core interest-earning assets, mainly from loan runoff exceeding loan originations.
The increase in interest expense was mainly due to a $117.8 million increase from our Structured Business, primarily due to a significant increase in the average cost of our interest-bearing liabilities, mainly from increases in benchmark index rates, partially offset by a decrease in the average balance of our interest-bearing liabilities, due to loan runoff.
Agency Business Revenue
The increase in gain on sales, including fee-based services, net was primarily due to a 37% increase ($380.0 million) in loan sales volume.
The decrease in income from MSRs was primarily due to a 4% decrease ($51.0 million) in loan commitment volume and a 3% decrease in the MSR rate from 1.48% to 1.43%.
The increase in servicing revenue, net was primarily due to an increase in earnings on escrow balances as a result of increases in benchmark index rates, partially offset by less prepayment penalties received.
Other Income
The gain (loss) on derivative instruments in both 2023 and 2022 were related to changes in the fair values of our forward sale commitments and Swaps held by our Agency Business.
Other income (loss), net in 2022 primarily reflects $11.2 million of losses recognized in connection with the sales of bridge loans in our Structured Business and a $4.1 million unrealized impairment loss recorded on certain loans held-for-sale in our Agency Business.
Other Expenses
The increase in employee compensation and benefits expense was primarily due to an increase in commissions from higher GSE/Agency loan sales volume and, to a lesser extent, an increase in headcount.
The increase in our provisions for loss sharing and credit losses (“CECL provisions”) were primarily due to the impact of a continued decline in the macroeconomic outlook for commercial real estate.
Loss on Extinguishment of Debt
The loss on extinguishment of debt in 2023 reflects deferred financing fees recognized in connection with the unwind of CLO 13.
Income from Equity Affiliates
Income from equity affiliates in 2023 primarily reflects income from our investment in a residential mortgage banking business of $3.5 million and a $2.5 million distribution received from our Lexford joint venture, while income in 2022 primarily reflects a $6.0 million distribution received from our Lexford joint venture.
Provision for Income Taxes
In the three months ended June 30, 2023, we recorded a tax provision of $5.6 million, which consisted of a current tax provision of $13.0 million and a deferred tax benefit of $7.4 million. In the three months ended June 30, 2022, we recorded a tax provision of $5.4 million, which consisted of a current tax provision of $6.1 million and a deferred tax benefit of $0.7 million.
Net Income Attributable to Noncontrolling Interest
The noncontrolling interest relates to the outstanding OP Units (see Note 15). There were 16,293,589 OP Units outstanding at both June 30, 2023 and 2022, which represented 8.2% and 8.8% of our outstanding stock at June 30, 2023 and 2022, respectively.
The following table presents the average balance of our Structured Business interest-earning assets and interest-bearing liabilities, associated interest income (expense) and the corresponding weighted average yields ($ in thousands):
Six Months Ended June 30,
2023
2022
Average Carrying Value (1)
Interest Income / Expense
W/A Yield / Financing Cost (2)
Average Carrying Value (1)
Interest Income / Expense
W/A Yield / Financing Cost (2)
Structured Business interest-earning assets:
Bridge loans
$
13,556,799
$
608,414
9.05
%
$
13,425,205
$
329,133
4.94
%
Mezzanine / junior participation loans
218,489
11,469
10.59
%
216,279
10,158
9.47
%
Preferred equity investments
93,438
3,394
7.32
%
150,478
5,505
7.38
%
Other
32,214
1,530
9.58
%
36,475
3,015
16.67
%
Core interest-earning assets
13,900,940
624,807
9.06
%
13,828,437
347,811
5.07
%
Cash equivalents
894,899
14,674
3.31
%
769,031
497
0.13
%
Total interest-earning assets
$
14,795,839
$
639,481
8.72
%
$
14,597,468
$
348,308
4.81
%
Structured Business interest-bearing liabilities:
CLO
$
7,336,560
$
244,011
6.71
%
$
7,050,184
$
78,432
2.24
%
Credit and repurchase facilities
3,328,544
125,569
7.61
%
3,916,009
57,918
2.98
%
Unsecured debt
1,685,911
51,999
6.22
%
1,559,750
42,312
5.47
%
Q Series securitization
236,878
8,231
7.01
%
—
—
—
Trust preferred
154,336
6,050
7.91
%
154,336
2,705
3.53
%
Total interest-bearing liabilities
$
12,742,229
435,860
6.90
%
$
12,680,279
181,367
2.88
%
Net interest income
$
203,621
$
166,941
________________________
(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 mainly due to a $291.2 million increase from our Structured Business, primarily due to a significant increase in the average yield on core interest-earning assets, as a result of increases in benchmark interest rates.
The increase in interest expense was mainly due to a $254.5 million increase from our Structured Business, primarily due to a significant increase in the average cost of our interest-bearing liabilities, mainly from increases in benchmark index rates.
Agency Business Revenue
The increase in gain on sales, including fee-based services, net was primarily due to an 18% increase in the sales margin from 1.35% (which includes gains recognized on Swaps) to 1.59%, partially offset by a 10% decrease ($274.0 million) in loan sales volume. The increase in the sales margin was primarily driven by higher margins received on Fannie Mae and Private Label loan sales.
The increase in income from MSRs was primarily due to a 22% increase ($474.0 million) in loan commitment volume, partially offset by a 13% decrease in the MSR rate from 1.52% to 1.32%. The decrease in the MSR rate was primarily due to a reduction in servicing rates on newer loans.
The increase in servicing revenue, net was primarily due to an increase in earnings on escrow balances as a result of increases in benchmark index rates, partially offset by less prepayment penalties received.
Other Income
The gain (loss) on derivative instruments in both 2023 and 2022 were related to changes in the fair values of our forward sale commitments and Swaps held by our Agency Business.
Other income (loss), net in 2023 primarily reflects $2.7 million of loan origination fees from our Structured Business and a $2.4 million mark-to-market recovery from the sale of Private Label loans in our Agency Business, while 2022 primarily reflects $11.2
million of losses recognized in connection with the sales of bridge loans in our Structured Business and a $4.1 million unrealized impairment loss recorded on certain loans held-for-sale in our Agency Business.
Other Expenses
The increase in employee compensation and benefits expense was primarily due to an increase in headcount.
The decrease in selling and administrative expenses was primarily due to lower professional fees in connection with the settlement of the Extended Stay litigation.
The increase in our CECL provisions were primarily due to the impact of a continued decline in the macroeconomic outlook for commercial real estate.
Loss on Extinguishment of Debt
The loss on extinguishment of debt in both 2023 and 2022 reflect deferred financing fees recognized in connection with the unwind of CLOs.
Income from Equity Affiliates
Income from equity affiliates in 2023 primarily reflects $11.0 million received from an equity participation interest on a property that was sold, $7.2 million in distributions received from our Lexford joint venture and $2.6 million of income from our investment in a residential mortgage banking business, while income in 2022 primarily reflects income from our investment in a residential mortgage banking business of $6.1 million, a $6.0 million distribution received from our Lexford joint venture and a $2.6 million equity participation interest on a property that was sold.
Provision for Income Taxes
In the six months ended June 30, 2023, we recorded a tax provision of $13.6 million, which consisted of a current tax provision of $17.8 million and a deferred tax benefit of $4.2 million. In the six months ended June 30, 2022, we recorded a tax provision of $13.5 million, which consisted of a current tax provision of $15.9 million and a deferred tax benefit of $2.4 million.
Net Income Attributable to Noncontrolling Interest
The noncontrolling interest relates to the outstanding OP Units (see Note 15). There were 16,293,589 OP Units outstanding at both June 30, 2023 and 2022, which represented 8.2% and 8.8% of our outstanding stock at June 30, 2023 and 2022, respectively.
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, proceeds from CLOs and securitizations, debt facilities and cash flows from 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.
The ongoing adverse economic and market conditions, including inflation, rising interest rates, bank failures and geopolitical uncertainty, continues to cause significant disruptions and liquidity constraints in many market segments, including the financial services, real estate and credit markets. These conditions have created, and may continue to create, a dislocation in capital markets and a continual reduction of available liquidity. Instability in the banking sector, such as the recent bank failures and consolidations, further contributed to the tightening liquidity conditions in the equity and capital markets and has affected the availability and increased the cost of capital. The increased cost of credit, or degradation in debt financing terms, may impact our ability to identify and execute investments on attractive terms, or at all. If our financing sources, borrowers and their tenants continue to be impacted by these adverse economic and market conditions, or by the other risks disclosed in our filings with the SEC, it would have a material adverse effect on our liquidity and capital resources.
As described in Note 9, certain of our repurchase facilities include margin call provisions associated with changes in interest spreads which are designed to limit the lenders credit exposure. If we experience significant decreases in the value of the properties serving as collateral under these repurchase agreements, which is set by the lenders based on current market conditions, the lenders have the right to require us to repay all, or a portion, of the funds advanced, or provide additional collateral.
We had $12.11 billion in total structured debt outstanding at June 30, 2023. Of this total, $8.98 billion, or 74%, does not contain mark-to-market provisions and is comprised of non-recourse securitized debt, senior unsecured debt and junior subordinated notes, the majority of which have maturity dates in 2024, or later. The remaining $3.13 billion of debt is in credit and repurchase facilities with several different banks that we have long-standing relationships with. At June 30, 2023, we had $1.86 billion of debt from credit and repurchase facilities that were subject to margin calls related to changes in interest spreads. While we expect to extend or renew all of our facilities as they mature, we cannot provide assurance that they will be extended or renewed on as favorable terms.
At July 25, 2023, we had approximately $1.00 billion in cash and approximately $265.0 million of replenishable cash available under our CLO vehicles, as well as other liquidity sources. In addition to our ability to extend our credit and repurchase facilities and raise funds from equity and debt offerings, we also have a $29.45 billion agency servicing portfolio at June 30, 2023, which is mostly prepayment protected and generates approximately $118.1 million per year in recurring cash flow.
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 and liquidity requirements.
Cash Flows. Cash flows provided by operating activities totaled $101.6 million during the six months ended June 30, 2023 and consisted primarily of net income of $195.6 million and a $47.2 million increase in CECL reserves, partially offset by net cash outflows of $128.6 million, due to loan originations exceeding loan sales in our Agency Business, and a $14.8 million decrease in other liabilities, primarily due to payments made for commissions, incentive compensation and the settlement of the Extended Stay litigation.
Cash flows provided by investing activities totaled $1.03 billion during the six months ended June 30, 2023. Loan and investment activity (originations and payoffs/paydowns) comprise the majority of our investing activities. Loan payoffs and paydowns from our Structured Business totaling $1.87 billion, net of originations of $867.8 million, resulted in net cash inflows of $1.01 billion.
Cash flows used in financing activities totaled $1.13 billion during the six months ended June 30, 2023 and consisted primarily of $689.7 million of paydowns of CLO 12 (replacement period ended) and redemption of CLO 13, net cash outflows of $267.6 million from debt facility activities (facility paydowns were greater than loan originations) and $184.0 million of distributions to our stockholders and OP Unit holders, partially offset by $109.7 million of proceeds from the issuance of common stock.
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 at June 30, 2023. Our restricted liquidity and purchase and loss obligations were satisfied with letters of credit totaling $69.0 million and cash. See Note 13 for details about our performance regarding these requirements.
We also enter into contractual commitments with borrowers providing rate lock commitments while simultaneously entering into forward sale commitments with investors. These commitments are outstanding for short periods of time (generally less than 60 days) and are described in Note 11.
Debt Facilities. We maintain various forms of short-term and long-term financing arrangements. Borrowings underlying these arrangements are primarily secured by a significant amount of our loans and investments and substantially all our loans held-for-sale. The following is a summary of our debt facilities ($ in thousands):
Debt Instruments
June 30, 2023
Commitment
UPB (1)
Available
Maturity Dates (2)
Structured Business
Credit and repurchase facilities
$
6,779,194
$
3,124,674
$
3,654,520
2023 - 2026
Securitized debt (3)
7,196,350
7,196,350
—
2023 - 2027
Senior unsecured notes
1,345,000
1,345,000
—
2024 - 2028
Convertible senior unsecured notes
287,500
287,500
—
2025
Junior subordinated notes
154,336
154,336
—
2034 - 2037
Structured Business total
15,762,380
12,107,860
3,654,520
Agency Business
Credit and repurchase facilities (4)
2,150,534
463,864
1,686,670
2023 - 2024
Consolidated total
$
17,912,914
$
12,571,724
$
5,341,190
________________________
(1)Excludes the impact of deferred financing costs.
(2)See Note 13 for a breakdown of debt maturities by year.
(3)Maturity dates represent the weighted average remaining maturity based on the underlying collateral at June 30, 2023.
(4)The ASAP agreement we have with Fannie Mae has no expiration date.
We utilize our credit and repurchase facilities primarily to finance our loan originations on a short-term basis prior to loan securitizations, including through CLOs. The timing, size and frequency of our securitizations impact the balances of these borrowings and produce some fluctuations. The following table provides additional information regarding the balances of our borrowings (in thousands):
Quarter Ended
Quarterly Average UPB
End of Period UPB
Maximum UPB at Any Month-End
June 30, 2023
$
3,565,377
$
3,588,538
$
3,677,755
March 31, 2023
3,691,191
3,662,756
3,696,760
December 31, 2022
4,441,774
3,856,009
4,403,368
September 30, 2022
4,534,744
4,642,911
4,642,911
June 30, 2022
4,581,226
4,561,393
4,926,070
Our debt facilities, including their restrictive covenants, are described in Note 9.
Off-Balance Sheet Arrangements. At June 30, 2023, we had no off-balance sheet arrangements.
Inflation. The Federal Reserve has raised interest rates throughout 2022 and during the first half of 2023 to combat inflation and restore price stability. As inflation begins to cool, it is possible that the rate hikes from the Federal Reserve will slow, or pause during the remainder of 2023. Currently, rising interest rates will positively impact our net interest income since our structured loan portfolio exceeds our corresponding debt balances and the vast majority of our loan portfolio is floating-rate based on SOFR. In addition, a greater portion of our debt is fixed-rate (convertible and senior unsecured notes), as compared to our structured loan portfolio, and will not reset as interest rates rise. Therefore, increases in interest income due to rising interest rates is likely to be greater than the corresponding increase in interest expense on our variable rate debt. See “Quantitative and Qualitative Disclosures about Market Risk” below for additional details.
Contractual Obligations. During the six months ended June 30, 2023, the following significant changes were made to our contractual obligations disclosed in our 2022 Annual Report:
•unwound CLO 13 repaying $462.8 million of outstanding notes;
•paid down $226.9 million of the outstanding notes of CLO 12;
•issued $95.0 million of 7.75% senior unsecured notes and used $70.8 million of the proceeds to repurchase our 8.00% senior unsecured notes;
•redeemed the remaining $78.9 million of our 5.625% senior unsecured notes; and
Refer to Note 13 for a description of our debt maturities by year and unfunded commitments at June 30, 2023.
Derivative Financial Instruments
We enter into derivative financial instruments in the normal course of business to manage the potential loss exposure caused by fluctuations of interest rates. See Note 11 for details.
Critical Accounting Policies
Please refer to Note 2 of the Notes to Consolidated Financial Statements in our 2022 Annual Report for a discussion of our critical accounting policies. During the six months ended June 30, 2023, there were no material changes to these policies.
Non-GAAP Financial Measures
Distributable Earnings. We are presenting distributable earnings because we believe it is an important supplemental measure of our operating performance and is useful to investors, analysts and other parties in the evaluation of REITs and their ability to provide dividends to stockholders. Dividends are one of the principal reasons investors invest in REITs. To maintain REIT status, REITs are required to distribute at least 90% of their REIT-taxable income. We consider distributable earnings in determining our quarterly dividend and believe that, over time, distributable earnings is a useful indicator of our dividends per share.
We define distributable earnings as net income (loss) attributable to common stockholders computed in accordance with GAAP, adjusted for accounting items such as depreciation and amortization (adjusted for unconsolidated joint ventures), non-cash stock-based compensation expense, income from MSRs, amortization and write-offs of MSRs, gains/losses on derivative instruments primarily associated with Private Label loans not yet sold and securitized, changes in fair value of GSE-related derivatives that temporarily flow through earnings (net of any tax impact), deferred tax provision (benefit), CECL provisions for credit losses (adjusted for realized losses as described below), and gains/losses on the receipt of real estate from the settlement of loans (prior to the sale of the real estate). We also add back one-time charges such as acquisition costs and one-time gains/losses on the early extinguishment of debt and redemption of preferred stock.
We reduce distributable earnings for realized losses in the period we determine that a loan is deemed nonrecoverable in whole or in part. Loans are deemed nonrecoverable upon the earlier of: (1) when the loan receivable is settled (i.e., when the loan is repaid, or in the case of foreclosure, when the underlying asset is sold); or (2) when we determine that it is nearly certain that all amounts due will not be collected. The realized loss amount is equal to the difference between the cash received, or expected to be received, and the book value of the asset.
Distributable earnings is not intended to be an indication of our cash flows 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 distributable earnings may be different from the calculations used by other companies and, therefore, comparability may be limited.
Distributable earnings are as follows ($ in thousands, except share and per share data):
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Net income attributable to common stockholders
$
76,164
$
69,909
$
160,483
$
133,968
Adjustments:
Net income attributable to noncontrolling interest
6,826
6,992
14,411
13,808
Income from mortgage servicing rights
(16,201)
(17,567)
(34,659)
(32,879)
Deferred tax benefit
(7,360)
(706)
(4,197)
(2,426)
Amortization and write-offs of MSRs
21,204
27,625
39,927
55,295
Depreciation and amortization
4,058
2,617
8,353
5,186
Loss on extinguishment of debt
1,247
—
1,247
1,350
Provision for credit losses, net
16,810
5,849
40,515
7,546
Gain (loss) on derivative instruments, net
8,085
(4,155)
1,034
(4,453)
Stock-based compensation
3,193
3,149
9,094
9,241
Distributable earnings (1)
$
114,026
$
93,713
$
236,208
$
186,636
Diluted weighted average shares outstanding - GAAP (1)
216,061,876
195,013,810
215,489,604
190,357,030
Less: Convertible notes dilution
(17,270,615)
(15,140,481)
(17,250,598)
(15,104,631)
Diluted weighted average shares outstanding - distributable earnings (1)
198,791,261
179,873,329
198,239,006
175,252,399
Diluted distributable earnings per share (1)
$
0.57
$
0.52
$
1.19
$
1.06
________________________
(1)Amounts are attributable to common stockholders and OP Unit 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 Item 7A of our 2022 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 exposure to market risk since December 31, 2022.
The following table projects the potential impact on interest (in thousands) for a 12-month period, assuming a hypothetical instantaneous increase or decrease of both 50 and 100 basis points in SOFR or other applicable index rate (collectively referred to as the “Index Rates” below).
Assets (Liabilities) Subject to Interest Rate Sensitivity (1)
50 Basis Point Increase
100 Basis Point Increase
50 Basis Point Decrease
100 Basis Point Decrease
Interest income from loans and investments
$
13,491,607
$
63,296
$
126,594
$
(62,782)
$
(124,650)
Interest expense from debt obligations
12,107,860
52,384
104,769
(52,384)
(104,769)
Impact to net interest income (2)
$
10,912
$
21,825
$
(10,398)
$
(19,881)
________________________
(1)Represents the UPB of our loan portfolio and the principal balance of our debt.
(2)The impact of hypothetical rate changes to net interest income are further benefited by interest income earned on our cash, restricted cash and escrow balances. At June 30, 2023, we had approximately $2.8 billion of cash, restricted cash and escrows, which is earning interest at a weighted average blended rate of approximately 4.5%, or approximately $125.0 million annually. Interest income earned on escrows is included as a component of servicing revenue, net and interest income earned on our cash and restricted cash is included as a component of interest income in the consolidated statements of income. The interest earned on our cash, restricted cash and escrows is based on an average daily balance and may be different from the end of period balance.
Additionally, the interest rates on these balances are not indexed to an Index Rate and are negotiated periodically with each corresponding bank, therefore, the interest rates may change frequently and may not necessarily change in conjunction with changes in Index Rates.
We enter into interest rate swaps to hedge our exposure to changes in interest rates inherent in (1) our held-for-sale Agency Business Private Label loans from the time the loans are rate locked until sale and securitization, and (2) our Agency Business SFR – fixed rate loans from the time the loans are originated until the time they can be financed with match term fixed rate securitized debt. Our interest rate swaps are tied to the five-year and ten-year swap rates and hedge our exposure to Private Label loans, until the time they are securitized, and changes in the fair value of our held-for-sale Agency Business SFR – fixed rate loans. A 50 basis point and a 100 basis point increase to the five-year and ten-year swap rates on our interest rate swaps held at June 30, 2023 would have resulted in a gain of $0.5 million and $0.9 million, respectively, in the six months ended June 30, 2023, while a 50 basis point and a 100 basis point decrease in the rates would have resulted in a loss of $0.3 million and $0.7 million, respectively.
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 these agencies 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 establish 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 $17.1 million at June 30, 2023, while a 100 basis point decrease would increase the fair value by $18.1 million.
Item 4. Controls and Procedures
Management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures at June 30, 2023. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective at June 30, 2023.
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not involved in any material litigation nor, to our knowledge, is any material litigation threatened against us.
Item 1A. Risk Factors
There have been no material changes to the risk factors set forth in Item 1A of our 2022 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In March 2023, the Board of Directors authorized a share repurchase program providing for the repurchase of up to $50.0 million of our outstanding common stock. The repurchase of our common stock may be made from time to time in the open market, through privately negotiated transactions, or otherwise in compliance with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, based on our stock price, general market conditions, applicable legal requirements and other factors. The program may be discontinued or modified at any time.
The following table includes the purchases made during the three months ended June 30, 2023 ($ in thousands, except share and per share data):
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of a Publicly Announced Program
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program
Financial statements from the Quarterly Report on Form 10-Q of Arbor Realty Trust, Inc. for the quarter ended June 30, 2023, filed on July 28, 2023, formatted in Inline Extensible Business Reporting Language (“XBRL”): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Changes in Equity, (4) the Consolidated Statements of Cash Flows and (5) the Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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.
