ARBOR REALTY TRUST, INC. 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, single-family rental and commercial real estate markets, primarily consisting of bridge and mezzanine loans, including junior participating interests in first mortgages, preferred and direct equity. We also invest in real estate-related joint ventures and may also directly acquire real property and invest in real estate-related notes and certain mortgage-related securities. Through our Agency Business, we originate, sell and service a range of multifamily finance products through 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, inNew York ,New Jersey andConnecticut , 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 sell finance products through CMBS programs and during the second half of 2019, we began to 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. We pool and securitize the Private Label loans and sell certain securities in the securitizations to third-party investors, while retaining the highest risk bottom tranche certificate.
We conduct our operations to qualify as a REIT. A REIT is generally not subject to federal income tax on its REIT-taxable income that is distributed to its stockholders, provided that at least 90% of its REIT-taxable income is distributed and provided that certain other requirements are met.
Our operating performance is primarily driven by the following factors:
Net interest income earned on our investments. Net interest income represents
the amount by which the interest income earned on our assets exceeds the
interest expense incurred on our borrowings. If the yield on our assets
increases or the cost or borrowings decreases, this will have a positive impact
on earnings. However, if the yield earned on our assets decreases or the cost of
borrowings increases, this will have a negative impact on earnings. Net interest
income is also directly impacted by the size and performance of our asset
portfolio. We recognize the bulk of our net interest income from our Structured
Business. Additionally, we recognize net interest income from loans originated
through our Agency Business, which are generally sold within 60 days of
origination.
Fees and other revenues recognized from originating, selling and servicing
mortgage loans through the GSE and HUD programs. Revenue recognized from the
origination and sale of mortgage loans consists of gains on sale of loans (net
of any direct loan origination costs incurred), commitment fees, broker fees,
loan assumption fees and loan origination fees. These gains and fees are
collectively referred to as gain on sales, including fee-based services, net. We
record income from MSRs at the time of commitment to the borrower, which
represents the fair value of the expected net future cash flows associated with
the rights to service mortgage loans that we originate, with the recognition of
a corresponding asset upon sale. We also record servicing revenue which consists
of fees received for servicing mortgage loans, 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. If interest
rates were to rise, it is likely that income from these investments would be
significantly impacted, particularly from our investment in a residential
mortgage banking business, since rising interest rates generally decrease the
demand for residential real estate loans and the number of loan originations. 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.
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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.
COVID-19 Impact. The global outbreak of COVID-19 that began in early 2020, has forced many countries, includingthe United States , to declare national emergencies, to institute "stay-at-home" orders, to close financial markets and to restrict operations of non-essential businesses. Such actions are creating significant disruptions in global supply chains, and adversely impacting many industries. COVID-19 could have a continued and prolonged adverse impact on economic and market conditions and could trigger a period of global economic slowdown. The impact of COVID-19 on companies is evolving rapidly, and the extent and duration of the economic fallout from this pandemic, both globally and to our business, remain unclear and present risk with respect to our financial condition, results of operations, liquidity, and ability to pay distributions. We expect the effects of the COVID-19 pandemic to negatively impact our financial performance and operating results for the remainder of 2020.
Significant Developments During the Third Quarter of 2020
Capital Markets Activity.
We filed a shelf registration statement as a "well-known seasoned issuer,"
? which registered an unlimited and indeterminate amount of debt or equity
securities for future issuance and sale. The shelf registration statement was
declared effective upon filing; and
We amended the equity distribution agreement with JMP under which we may offer
and sell up to 10,000,000 common shares in "At-The-Market" equity offerings. We
? sold 3,579,266 shares under this agreement and received net proceeds of
million, which a portion of the proceeds was used to redeem 2,736,894 OP Units
totaling$29.7 million .
Agency Business Activity. Loan originations and sales totaled$1.48 billion and$1.22 billion , respectively, and our fee-based servicing portfolio grew 5%
to$22.56 billion . Structured Business Activity.
Our Structured loan and investment portfolio grew 3% to
? originations totaling
million;
? We recorded income of
distribution from our residential mortgage business joint venture; and
We sold our hotel property and recognized a
? a
and administrative expenses. Dividend. We raised our quarterly common dividend to$0.32 per share, our second quarterly increase, reflecting a 7% year-to-date increase, which is payable onNovember 30, 2020 to common stockholders of record as of the close of business onNovember 16, 2020
Current Market Conditions, Risks and Recent Trends
As discussed throughout this quarterly report on Form 10-Q, the COVID-19
pandemic has impacted the global economy in an unprecedented way, swiftly
halting activity across many industries, and causing significant disruption and
liquidity constraints in many market segments, including the financial services,
real estate and credit markets. The impact of COVID-19 on companies is evolving
rapidly, and the extent and duration of the economic fallout from this pandemic
remain unclear. COVID-19 could have a continued and prolonged adverse impact on
economic and market conditions and could trigger a period of global economic
slowdown. Adverse economic conditions have and may continue to result in
declining real estate values, increased payment delinquencies and defaults and
increased loan modifications and foreclosures, all of which could significantly
impact our results of operations, financial condition, business prospects and
our ability to make distributions to our stockholders.
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The pandemic has caused a dislocation in the capital markets resulting in a significant reduction of available liquidity. Many commercial mortgage REITs are suffering from the reduced available liquidity as access to capital is critical to grow their business. Despite this reduction in liquidity, during the second and third quarters of 2020 we raised$130.5 million through two private placement debt offerings and sales of our common stock through our "At-The-Market" equity offering sales agreements. 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, therefore this lack of liquidity has not and should not, impact our ability to grow this business. On the other side, our Structured Business is more reliant on the capital markets to grow, and therefore, we expect growth in this business to be limited until liquidity is more readily available. In our Structured Business, 80% of our portfolio is in multifamily assets with most of these loans containing interest reserves and/or replenishment obligations by our borrowers.
In our Agency Business, we have received requests for forbearances related to approximately 0.3% of our$16.46 billion Fannie Mae DUS portfolio and approximately 5.9% of our$4.69 billion Freddie Mac portfolio. We are closely monitoring and managing the requests for forbearances and there could potentially be additional economic stress in the fourth quarter. The federal government, Fannie Mae and Freddie Mac have made certain forbearance and non-eviction programs available to borrowers and tenants should they need to counteract any short-term pressure on their properties from COVID-19 and its impact on the economy. For borrowers, in order to qualify for a forbearance, they need to demonstrate they have been adversely affected by the pandemic and their ability to make their loan payments has been impacted. All loan and rent payments that are suspended remain the obligations of the borrowers and tenants and we are offering tenants of our borrowers impacted by the COVID-19 pandemic financial assistance through a$2.0 million rental assistance program that
we launched inApril 2020 .
Interest rates have trended downward over the past several quarters and are currently at historically low levels. While lower interest rates generally have a positive impact on origination volume as borrowers look to refinance loans to take advantage of lower rates, our net interest income may be negatively impacted as higher yielding loans are paid off and replaced with lower yielding loans. We are somewhat insulated from decreasing interest rates, since a large portion of our structured loan portfolio has LIBOR floors, which could increase our net interest income in the future if rates remain at these historically
low levels.
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. InSeptember 2019 , theFederal Housing Finance Agency's ("FHFA") announced a revised cap structure to its previously released GSE 2019 Scorecard. The loan origination caps for both Fannie Mae and Freddie Mac were adjusted to$100 billion for each enterprise for a combined total of$200 billion ("2019/2020 Caps") and will run for a five-quarter period through the end of 2020. The new caps also mandate that 37.5% be directed towards mission driven business or affordable housing. The 2019/2020 Caps apply to all multifamily business and has no exclusions. 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
Our Structured loan and investment portfolio balance was$5.10 billion and$4.29 billion atSeptember 30, 2020 andDecember 31, 2019 , respectively. This increase was primarily due to loan originations exceeding loan payoffs and paydowns by$808.0 million . See below for details. Our portfolio had a weighted average current interest pay rate of 5.39% and 5.98% atSeptember 30, 2020 andDecember 31, 2019 , respectively. Including certain fees earned and costs associated with the structured portfolio, the weighted average current interest rate was 5.93% and 6.68% atSeptember 30, 2020 andDecember 31, 2019 , respectively. Advances on our financing facilities totaled$4.52 billion and$3.93 billion atSeptember 30, 2020 andDecember 31, 2019 , respectively, with a weighted average funding cost of 2.66% and 3.82%, respectively, which excludes financing costs. Including financing costs, the weighted average funding rate was 3.09% and 4.35% atSeptember 30, 2020 andDecember 31, 2019 , respectively. 57 Table of Contents Activity from our Structured Business portfolio is comprised of the following ($ in thousands): Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 Loans originated (1) $ 291,758 $ 1,448,468 Number of loans 13 80 Weighted average interest rate 5.51 % 5.69 %
(1) We committed to fund
Loan paid-off / paid-down $ 206,028 $ 640,494 Number of loans 15 56 Weighted average interest rate 5.92 % 6.69 % Loans extended $ 197,488 $ 686,401 Number of loans 15 40 Loans held-for-sale from the Agency Business decreased$230.2 million , primarily related to loan sales exceeding originations by$211.0 million as noted in the following table (in thousands). Loan sales includes$727.2 million of Private Label loans which were sold in connection with our first Private Label multifamily mortgage loan securitization in the second quarter of 2020. Our GSE loans are generally sold within 60 days, while our Private Label loans are generally expected to be sold and securitized within 180 days from the loan origination date. Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 Loan Loan Originations Loan Sales Originations Loan Sales Fannie Mae$ 1,117,679 $ 1,038,053 $ 2,839,833 $ 2,856,020 Freddie Mac 252,014 116,628 587,445 468,019 FHA 100,345 64,781 193,821 118,218 Private Label 5,840 - 337,307 727,154 Total$ 1,475,878 $ 1,219,462 $ 3,958,406 $ 4,169,411 Capitalized mortgage servicing rights increased$48.8 million , primarily due to MSRs recorded on new loan originations, partially offset by amortization and write-offs. Our capitalized mortgage servicing rights represent the estimated value of our rights to service mortgage loans for others. AtSeptember 30, 2020 , the weighted average estimated life remaining of our MSRs was 8.3 years.
Securities held-to-maturity increased
Investments in equity affiliates increased$40.5 million , primarily due to income from our investment in a residential mortgage banking business of$56.1 million , partially offset by a$15.0 million cash distribution received from the same investment.
Real estate owned decreased
Due from related party increased$13.2 million , due to an increase in funds from payoffs to be remitted by our affiliated servicing operations related to real estate transactions at the end of the reporting period. These amounts were remitted to us inOctober 2020 .
Other assets increased
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Liabilities - Comparison of balances at
Credit facilities and repurchase agreements decreased
Collateralized loan obligations increased$385.9 million , primarily due to the issuance of a new CLO, where we issued$668.0 million of notes to third party investors, partially offset by the unwind of a CLO totaling$282.9 million .
In
Senior unsecured notes increased
Convertible senior unsecured notes decreased
Allowance for loss-sharing obligations increased
Other liabilities increased
Equity During the nine months endedSeptember 30, 2020 , we sold 6,887,274 shares of our common stock through our "At-The-Market" agreement, raising net proceeds of$78.5 million and we used a portion of such proceeds to redeem 2,736,894 OP Units for cash totaling$29.7 million . We also issued 363,013 shares of our common stock in connection with settlements of our convertible notes. InFebruary 2020 , we used a portion of the net proceeds from our public offering inDecember 2019 to purchase an aggregate of 747,500 shares of our common stock and OP Units from our chief executive officer and ACM. In addition, throughSeptember 30, 2020 , we repurchased 993,106 shares of our common stock under
our share repurchase program.
Distributions - Dividends declared (on a per share basis) for the nine months
ended
Common Stock Preferred Stock
Dividend (1)
Declaration Date Dividend Declaration Date Series A Series B Series C
February 13, 2020 $ 0.30 January 31, 2020 $ 0.515625 $ 0.484375 $ 0.53125
May 6, 2020 $ 0.30 May 1, 2020 $ 0.515625 $ 0.484375 $ 0.53125
July 29, 2020 $ 0.31 July 29, 2020 $ 0.515625 $ 0.484375 $ 0.53125 The dividend declared on
1, 2019 through February 29, 2020 .
Common Stock - On
Preferred Stock - OnOctober 28, 2020 , the Board of Directors declared a cash dividend of$0.515625 per share of 8.25% Series A preferred stock; a cash dividend of$0.484375 per share of 7.75% Series B preferred stock; and a cash dividend of$0.53125 per share of 8.50% Series C preferred stock. These amounts reflect dividends fromSeptember 1, 2020 throughNovember 30, 2020 and are payable onNovember 30, 2020 to preferred stockholders of record onNovember 15, 2020 . 59 Table of Contents Deferred Compensation During the first quarter of 2020, we issued 344,919 shares of restricted stock to our employees, including our chief executive officer, 36,396 shares to the independent members of the Board of Directors and up to 275,569 shares of performance-based restricted stock units to our chief executive officer. We also withheld 143,096 shares of restricted common stock from employees to net settle and pay their respective withholding taxes in connection with awards that vested. During the first quarter of 2020, 421,348 shares of performance-based restricted stock units previously granted to our chief executive officer fully vested and were net settled for 215,014 common shares. In addition, during the third quarter of 2020, our chief executive officer was granted 313,152 shares of performance-based restricted stock as a result of achieving goals related to the integration of the Acquisition and 357,569 shares of performance-based restricted stock granted in 2017 vested, which were net settled for 182,467
common shares.
See Note 16 for details.
Agency Servicing Portfolio
The following table sets forth the characteristics of our loan servicing
portfolio collateralizing our mortgage servicing rights and servicing revenue ($
in thousands):
September 30, 2020
Wtd. Avg. Wtd. Avg. Annualized
Servicing Age of Portfolio Prepayments Delinquencies
Portfolio Loan Portfolio Maturity Interest Rate Type Wtd. Avg. as a Percentage as a Percentage Product
UPB Count (in years) (in years)
Fixed Adjustable Note Rate of Portfolio (1) of Portfolio (2)
Fannie Mae
3.0 8.8 96 % 4 % 4.25 % 7.49 % 0.39 %
Freddie Mac 4,687,197 1,418 2.6 11.9 93 % 7 % 4.08 % 11.30 % 0.57 %
Private Label 727,063 40 0.8 9.4 100 % - % 3.81 % - % - %
FHA 685,263 89 3.5 32.6 100 % - % 3.57 % 33.71 % - %
Total $ 22,561,564 4,094 2.8 10.2 96 % 4 % 4.18 % 8.84 % 0.40 %
December 31, 2019
Fannie Mae $ 14,832,844 2,349 3.0 8.6 95 % 5 % 4.52 % 11.37 % 0.23 %
Freddie Mac 4,534,714 1,475 2.2 12.6 96 % 4 % 4.23 % 11.37 % 0.57 %
FHA 691,519 92 3.6 32.1 100 % 0 % 3.71 % 3.98 % 0.00 %
Total $ 20,059,077 3,916 2.9 10.3 95 % 5 % 4.43 % 11.12 % 0.30 %
Prepayments reflect loans repaid prior to six months from the loan's (1) 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.
Delinquent loans reflect loans that are contractually 60 days or more past
due. As of
Our servicing portfolio represents commercial real estate loans originated in
our Agency Business, which are generally transferred or sold within 60 days from
the date the loan is funded. Primarily all of the 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 11.
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Comparison of Results of Operations for the Three Months Ended
The following table provides our consolidated operating results ($ in
thousands):
Three Months Ended September 30, Increase / (Decrease)
2020 2019 Amount Percent
Interest income $ 81,701 $ 80,509 $ 1,192 1 %
Interest expense 37,888 48,064 (10,176) (21) %
Net interest income 43,813 32,445 11,368 35 %
Other revenue:
Gain on sales, including fee-based services,
net 19,895 21,298 (1,403) (7) %
Mortgage servicing rights 42,357 29,911 12,446 42 %
Servicing revenue, net 13,348 13,790 (442) (3) %
Property operating income 1,033 2,237 (1,204) (54) %
Loss on derivative instruments, net (753)
(5,003) 4,250 (85) %
Other income, net 1,050 325 725 nm %
Total other revenue 76,930 62,558 14,372 23 %
Other expenses:Employee compensation and benefits 32,962 32,861 101 - % Selling and administrative 9,356 10,882 (1,526) (14) % Property operating expenses 1,300 2,563 (1,263) (49) % Depreciation and amortization 1,922 1,841 81 4 % Provision for loss sharing (net of recoveries) (2,227) 735 (2,962) nm % Provision for credit losses (net of recoveries) (7,586) - (7,586) nm % Total other expenses 35,727 48,882 (13,155) (27) % Income before sale of real estate, income from equity affiliates and income taxes 85,016 46,121 38,895 84 % Loss on sale of real estate (1,868) - (1,868) nm % Income from equity affiliates 32,358 3,718 28,640 nm % Provision for income taxes (17,785) (6,623) (11,162) 169 % Net income 97,721 43,216 54,505 126 % Preferred stock dividends 1,888 1,888 - - % Net income attributable to noncontrolling interest 13,836 7,363 6,473 88 %
Net income attributable to common stockholders $ 81,997 $
33,965 $ 48,032 141 %
nm - not meaningful
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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 September 30,
2020 2019
Average Interest W/A Yield / Average Interest W/A Yield /
Carrying Income / Financing Carrying Income / Financing
Value (1) Expense Cost (2) Value (1) Expense Cost (2)
Structured Business
interest-earning assets:
Bridge loans $ 4,522,755 $ 64,838 5.70 % $ 3,496,683 $ 60,716 6.89 %
Preferred equity investments 209,106 5,539 10.54 % 181,430 5,445 11.91 % Mezzanine / junior participation loans
176,238 3,617 8.16 % 213,568 6,115 11.36 %
Other 76,710 943 4.89 % 45,903 324 2.80 %
Core interest-earning assets 4,984,809 74,937 5.98 % 3,937,584 72,600 7.31 %
Cash equivalents 346,140 534 0.61 % 325,294 1,229 1.50 %
Total interest-earning assets
6.87 %
Structured Business
interest-bearing liabilities:
CLO $ 2,532,593 $ 12,284 1.93 % $ 1,892,274 $ 19,970 4.19 %
Warehouse lines 951,678 7,478 3.13 % 921,160 11,525 4.96 %
Unsecured debt 949,240 14,182 5.94 % 480,733 8,294 6.84 %
Trust preferred 154,336 1,308 3.37 % 154,336 2,070 5.32 %
Debt fund - - - % 70,000 1,350 7.65 %Total interest-bearing liabilities$ 4,587,847 35,252 3.06 %$ 3,518,503 43,209 4.87 % Net interest income$ 40,219 $ 30,620
(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 mostly due to a $1.6 million increase in our
Structured Business primarily due to an increase in our average core
interest-earning assets from loan originations exceeding loan runoff,
substantially offset by a decrease in the average yield on core interest-earning
assets. The decrease in the average yield was due to lower rates on originations
as compared to loan runoff, a decrease in the average LIBOR and 10-year treasury
note rates and lower fees on early runoff, partially offset by the amortization
of the discount related to our APL certificates.
The decrease in interest expense was primarily due to decreases of $8.0 million ,
or 18%, from our Structured Business and $2.2 million , or 46%, from our Agency
Business. The decrease in our Structured Business was the result of a 37%
decrease in the average cost of our interest-bearing liabilities, mainly from
decreases in LIBOR and lower rates on recently issued debt, partially offset by
a 30% increase in the average balance of our interest-bearing liabilities, due
to growth in our loan portfolio and the issuance of additional unsecured debt.
The decrease in our Agency Business was primarily due to a 37% decrease in the
average cost of our interest-bearing liabilities as a result of decreases in
LIBOR.
Agency Business Revenue
The decrease in gain on sales, including fee-based services, net was primarily
due to an 18% decrease ($269.0 million ) in loan sales volume, partially offset
by a 14% increase in the sales margin as a result of higher margins on Fannie
Mae, Freddie Mac and FHA loan sales.
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The increase in income from MSRs was primarily due to a 37% increase in the MSR rate (income from MSRs as a percentage of loan commitment volume) from 2.02% to 2.77%, mainly due to an increase in the average servicing fee on loan commitments, and a 3% increase in loan commitment volume. Other Revenue
The decreases in both property operating income and expenses were primarily due to lower occupancy at our hotel property as a result of the COVID-19 pandemic and the sale of the hotel inSeptember 2020 . The losses on derivative instruments in both the third quarter of 2020 and 2019 were primarily from our Agency Business and were predominantly from changes in the fair value of our rate lock commitments. See Note 12 for details. Other Expenses
The decrease in selling and administrative expense was primarily due to
decreases in general administrative expenses, mainly due to travel restrictions
from the COVID-19 pandemic, partially offset by the
The decreases in provision for loss sharing and provision for credit losses were primarily due the reversal of CECL reserves in connection with improved market conditions and expected future forecasts. Loss on Sale of Real Estate
The loss recorded in the third quarter of 2020 was from the hotel property we
sold in
Income from Equity Affiliates
Income from equity affiliates in the third quarter of 2020 and 2019 primarily reflects income from our investment in a residential mortgage banking business of$32.3 million and$2.6 million , respectively, and a distribution from an equity investment totaling$1.2 million in the third quarter of 2019. Provision for Income Taxes In the three months endedSeptember 30, 2020 , we recorded a tax provision of$17.8 million , which consisted of current and deferred tax provisions of$13.9 million and$3.9 million , respectively. In the three months endedSeptember 30, 2019 , we recorded a tax provision of$6.6 million , which consisted of a current tax provision of$4.4 million and a deferred tax provision of$2.2 million . The tax provision increase is primarily due to an increase in income generated from our residential mortgage banking business joint venture and growth in our agency business.
Net Income Attributable to Noncontrolling Interest
The noncontrolling interest relates to the outstanding OP Units issued as part of the Acquisition. There were 17,632,371 OP Units and 20,484,094 OP Units outstanding as ofSeptember 30, 2020 and 2019, respectively, which represented 13.2% and 17.8% of our outstanding stock atSeptember 30, 2020 and 2019, respectively. 63 Table of Contents
Comparison of Results of Operations for the Nine Months Ended
The following table provides our consolidated operating results ($in thousands):
Nine Months Ended September 30, Increase / (Decrease)
2020 2019 Amount Percent
Interest income $ 253,307 $ 233,957 $ 19,350 8 %
Interest expense 129,172 138,213 (9,041) (7) %
Net interest income 124,135 95,744 28,391 30 %
Other revenue:
Gain on sales, including fee-based services,
net 60,566 51,897 8,669 17 %
Mortgage servicing rights 96,708 62,852 33,856 54 %
Servicing revenue, net 40,156 39,954 202 1 %
Property operating income 3,976 8,187 (4,211) (51) %Loss on derivative instruments, net (58,852)
(6,726) (52,126) nm %
Other income, net 3,404 1,314 2,090 159 %
Total other revenue 145,958 157,478 (11,520) (7) %
Other expenses:Employee compensation and benefits 101,652 93,647 8,005 9 % Selling and administrative 29,013 31,122 (2,109) (7) % Property operating expenses 4,778 7,649 (2,871) (38) % Depreciation and amortization 5,830 5,663 167 3 % Impairment loss on real estate owned - 1,000 (1,000) nm % Provision for loss sharing (net of recoveries) 21,706 1,557 20,149 nm % Provision for credit losses (net of recoveries) 59,510 - 59,510 nm % Total other expenses 222,489 140,638 81,851 58 % Income before extinguishment of debt, sale of real estate, income from equity affiliates and income taxes 47,604 112,584 (64,980) (58) % Loss on extinguishment of debt (3,546) (128) (3,418) nm % Loss on sale of real estate (1,868) - (1,868) nm % Income from equity affiliates 56,758 9,133 47,625 nm % Provision for income taxes (15,493) (10,963) (4,530) 41 % Net income 83,455 110,626 (27,171) (25) % Preferred stock dividends 5,665 5,665 - - % Net income attributable to noncontrolling interest 11,012 19,429 (8,417) (43) % Net income attributable to common stockholders $ 66,778 $
85,532 $ (18,754) (22) %
nm - not meaningful
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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):
Nine Months Ended September 30,
2020 2019
Average Interest W/A Yield / Average Interest W/A Yield /
Carrying Income / Financing Carrying Income / Financing
Value (1) Expense Cost (2) Value (1) Expense Cost (2)
Structured Business
interest-earning assets:
Bridge loans $ 4,323,098 $ 192,860 5.96 % $ 3,257,310 $ 180,257 7.40 %
Preferred equity investments 205,706 17,094 11.10 % 181,550 15,614 11.50 % Mezzanine / junior participation loans
176,889 11,825 8.93 % 173,484 15,213 11.72 %
Other 87,519 3,941 6.01 % 23,580 550 3.12 %
Core interest-earning assets 4,793,212 225,720 6.29 % 3,635,924 211,634 7.78 %
Cash equivalents 387,332 2,523 0.87 % 345,531 4,148 1.61 %
Total interest-earning assets
7.25 %
Structured Business
interest-bearing liabilities:
CLO $ 2,439,365 $ 44,722 2.45 % $ 1,742,738 $ 59,434 4.56 %
Warehouse lines 979,846 26,215 3.57 % 856,667 32,581 5.08 %
Unsecured debt 853,339 38,175 5.98 % 454,872 23,623 6.94 %
Trust preferred 154,336 4,693 4.06 % 154,336 6,373 5.52 %
Debt fund 29,891 1,585 7.08 % 70,000 4,171 7.97 %
Total interest-bearing
liabilities $ 4,456,777 115,390 3.46 % $ 3,278,613 126,182 5.15 %
Net interest income $ 112,853 $ 89,600 (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 due to increases of $12.5 million , or 6%,
from our Structured Business and $6.9 million , or 38%, from our Agency Business.
The increase from our Structured Business was primarily due to a 32% increase in
our average core interest-earning assets, as a result of loan originations
exceeding loan runoff, partially offset by a 19% decrease in the average yield
on core interest-earning assets, largely due to lower rates on originations as
compared to loan runoff, a decrease in the average LIBOR rate and default
interest and fees on a loan that paid off during 2019. The increase from our
Agency Business was primarily due to Private Label loan originations over the
past several quarters resulting in an increase in the average loans
held-for-sale balance prior to securitization in May 2020 , partially offset by a
decrease in the 10-year treasury note rate in 2020.
The decrease in interest expense was due to a decrease of $10.8 million , or 9%,
from our Structured Business, partially offset by an increase of $1.8 million ,
or 15%, from our Agency Business. The decrease in our Structured Business was
the result of a 33% decrease in the average cost of our interest-bearing
liabilities, mainly from decreases in LIBOR and lower rates on recently issued
debt, partially offset by a 36% increase in the average balance of our
interest-bearing liabilities, due to growth in our loan portfolio and the recent
issuance of additional unsecured debt. The increase from our Agency Business was
primarily due to a $269.5 million increase in the average debt balance used to
finance the increase in the average loans held-for-sale balance, partially
offset by a decrease in the average LIBOR rate.
Agency Business Revenue
The increase in gain on sales, including fee-based services, net was primarily
due to a 19% increase (
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The increase in income from MSRs was primarily due to a 40% increase in the MSR rate from 1.73% to 2.42%, mainly due to an increase in the average servicing fee on loan commitments, along with a 10% increase in loan commitment volume. Other Revenue Property operating income and expenses both decreased in 2020 as a result of lower occupancy and closure of the hotel property for most of the second quarter as a result of the COVID-19 pandemic. We sold the hotel inSeptember 2020 .
See Note 9. The increase in loss on derivative instruments was primarily due to an increase of$49.6 million from our Agency Business, mostly due to losses recognized on Swap Futures held in connection with our Private Label loans. See Note 12 for details. Other Expenses The increase in employee compensation and benefits expense was primarily due to increased headcount in both businesses associated with each business's portfolio growth, including the full period impact in 2020 of new hires in 2019, as well as an increase in commissions in our Agency Business in connection with the Private Label loan sales. The decrease in selling and administrative expenses was primarily due to a$2.5 million decline in the Structured Business. Legal and consulting costs were lower as transactions and projects that were terminated or completed in 2019 did not recur in 2020. Administrative expenses were also lower in 2020 as a result of the COVID-19 pandemic due to travel restrictions and fewer events. These decreases were partially offset by the$2.5 million litigation settlement we recorded related to the hotel property that we sold in the third quarter of 2020.
The impairment loss on real estate owned of
The increases in provision for loss sharing and provision for credit losses were primarily due to CECL reserves recorded in connection with the adoption of ASU 2016-13 in 2020. See Note 2 for details.
Loss on Extinguishment of Debt
The loss on extinguishment of debt in 2020 was primarily due to losses
recognized in connection with the unwind of both CLO VIII and the
Loss on Sale of Real Estate
The loss recorded in 2020 was from the hotel property we sold in
Income from Equity Affiliates
Income from equity affiliates in 2020 and 2019 primarily reflects income from our investment in a residential mortgage banking business of$56.1 million and$6.1 million , respectively, and distributions from an equity investment totaling$1.1 million and$3.0 million , respectively. Provision for Income Taxes
In the nine months endedSeptember 30, 2020 , we recorded a tax provision of$15.5 million , which consisted of a current tax provision of$20.7 million and a deferred tax benefit of$5.2 million . In the nine months endedSeptember 30, 2019 , we recorded a tax provision of$11.0 million , which consisted of a current tax provision of$12.0 million and a deferred tax benefit of$1.0 million . The tax provision increase is primarily due to an increase in income generated from our residential mortgage banking business joint venture and growth in our agency business. 66 Table of Contents
Net Income Attributable to Noncontrolling Interest
The noncontrolling interest relates to the outstanding OP Units issued as part of the Acquisition. There were 17,632,371 OP Units and 20,484,094 OP Units outstanding as ofSeptember 30, 2020 and 2019, respectively, which represented 13.2% and 17.8% of our outstanding stock atSeptember 30, 2020 and 2019, 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. We are monitoring the COVID-19 pandemic and its impact on our financing sources, borrowers and their tenants, and the economy as a whole. The magnitude and duration of the pandemic, and its impact on our operations and liquidity, are uncertain and continue to evolve. To the extent that our financing sources, borrower's and their tenants continue to be impacted by the pandemic, or by the other risks disclosed in our filings with theSEC , it would have a material adverse effect on our liquidity and capital resources. We had approximately$4.52 billion in total structured debt outstanding atSeptember 30, 2020 . Of this total, approximately$3.64 billion , or 80%, does not contain mark-to-market provisions and is comprised of non-recourse CLO vehicles, senior unsecured debt and junior subordinated notes, the majority of which have maturity dates in 2022, or later. The remaining$885.9 million of debt is in warehouse and repurchase facilities with several different banks that we have long-standing relationships with and substantially all of which have maturity extension options. While we expect to extend or renew all of our facilities as they mature, given the current market environment, we believe that the extension terms may be less favorable than the terms of our current facilities. In addition to our ability to extend our warehouse and repurchase facilities, we have approximately$500 million in cash and available liquidity as well as other liquidity sources, including our$22.56 billion agency servicing portfolio, which is mostly prepayment protected and generates approximately$100 million a year in recurring cash flow. AtSeptember 30, 2020 , we had$100.9 million of securities financed with$42.2 million of debt that was subject to margin calls related to changes in interest spreads. During the nine months endedSeptember 30, 2020 , we significantly reduced the UPB of this debt by$175.0 million to$42.2 million through a debt restructuring and the use of proceeds from our senior notes issued in the second quarter of 2020. 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$303.7 million during the nine months endedSeptember 30, 2020 and consisted primarily of net cash inflows of$229.1 million as a result of loan sales exceeding loan originations in our Agency Business. Cash flows used in investing activities totaled$811.7 million during the nine months endedSeptember 30, 2020 . Loan and investment activity (originations and payoffs/paydowns) comprise the bulk of our investing activities. Loan originations from our Structured Business totaling$1.43 billion , net of payoffs and paydowns of$674.9 million , resulted in net cash outflows of$750.1 million . Cash outflows also included$37.9 million to purchase APL certificates in connection with out Private Label securitization in the second quarter of 2020. Cash flows provided by financing activities totaled$299.9 million during the nine months endedSeptember 30, 2020 and consisted primarily of net proceeds of$385.1 million from CLO activity,$345.8 million received from the issuances of senior unsecured notes and$78.6 million received from common stock issuances, partially offset by net cash outflows of$226.7 million from debt facility 67
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activities (facility paydowns were greater than funded loan originations),$126.1 million of distributions to our stockholders and OP Unit holders,$70.0 million for the unwind of theDebt Fund and$31.3 million for the redemption of OP units.
Agency Business Requirements. The Agency Business is subject to supervision by certain regulatory agencies. Among other things, these agencies require us to meet certain minimum net worth, operational liquidity and restricted liquidity collateral requirements, purchase and loss obligations and compliance with reporting requirements. Our adjusted net worth and operational liquidity exceeded the agencies' requirements as ofSeptember 30, 2020 . Our restricted liquidity and purchase and loss obligations were satisfied with letters of credit totaling$50.0 million and$6.9 million of cash collateral. See Note 14 for details about our performance regarding these requirements. We also enter into contractual commitments with borrowers providing rate lock commitments while simultaneously entering into forward sale commitments with investors. These commitments are outstanding for short periods of time (generally less than 60 days) and are described in Note 12. Debt Instruments. We maintain various forms of short-term and long-term financing arrangements. Borrowings underlying these arrangements are primarily secured by a significant amount of our loans and investments and substantially all of our loans held-for-sale. The following is a summary of our debt facilities ($ in thousands): September 30, 2020 Maturity Debt Instruments Commitment (1) UPB (2) Available Dates (3) Structured Business Credit facilities and repurchase agreements$ 1,722,361 $ 885,930 $ 836,431 2020 - 2022 Collateralized loan obligations (4) 2,532,593 2,532,593 - 2020 - 2025 Senior unsecured notes 670,750 670,750 - 2023 - 2027 Convertible senior unsecured notes 278,490 278,490 - 2021 - 2022 Junior subordinated notes 154,336 154,336 - 2034 - 2037 Structured Business total 5,358,530 4,522,099 836,431 Agency Business Credit facilities (5) 2,050,000 568,489 1,481,511 2020 - 2021 Consolidated total$ 7,408,530 $ 5,090,588 $ 2,317,942
(1) Includes temporary increases to committed amounts which have not expired as
of
(2) Excludes the impact of deferred financing costs.
(3) See Note 14 for a breakdown of debt maturities by year.
(4) Maturity dates represent the weighted average remaining maturity based on the
underlying collateral as of
(5) The ASAP agreement we have with Fannie Mae has no expiration date.
The debt facilities, including their restrictive covenants, are described in Note 10.
Contractual Obligations. During the nine months endedSeptember 30, 2020 , the following significant changes were made to our contractual obligations disclosed in our 2019 Annual Report: (1) closed CLO XIII issuing$668.0 million of investment grade notes to third party investors; (2) unwound CLO VIII redeeming$282.9 million of outstanding notes; (3) unwound theDebt Fund and redeemed all of its outstanding notes; (4) issued a total of$345.8 million of senior unsecured notes; and (5) modified existing credit facilities.
See Note 10 for details and refer to Note 14 for a description of our debt
maturities by year and unfunded commitments as of
Off-Balance Sheet Arrangements. AtSeptember 30, 2020 , we had no off-balance sheet arrangements. 68 Table of Contents
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 12 for details.
Critical Accounting Policies
Please refer to Note 2 of the Notes to Consolidated Financial Statements in our 2019 Annual Report for a discussion of our critical accounting policies. During the nine months endedSeptember 30, 2020 , there were no material changes to these policies, except for the credit loss policy established in connection with the adoption of ASU 2016-13. See Note 2 for details.
Non-GAAP Financial Measures
Core Earnings. Beginning in the first quarter of 2020, we are presenting core
earnings as our non-GAAP financial measure in replacement of adjusted funds from
operations ("AFFO"). Core earnings is comparable to our previous AFFO metric,
revised to exclude provisions for credit losses (including CECL) related to our
structured loan portfolio, securities held-to-maturity and loss-sharing
obligations related to the Fannie Mae program. We are presenting core earnings
because we believe it is an important supplemental measure of our operating
performance and is frequently used by peers, analysts, investors and other
parties in the evaluation of REITs. Prior period amounts presented below have
been conformed to reflect this change.
We define core 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 and losses on derivative instruments primarily
associated with Private Label loans that have not yet been sold and securitized,
the tax impact on cumulative gains or losses on derivative instruments
associated with Private Label loans that were sold during the periods presented,
changes in fair value of GSE-related derivatives that temporarily flow through
earnings, deferred tax (benefit) provision, CECL provisions for credit losses
(excluding specifically reserved provisions for loss-sharing) and the
amortization of the convertible senior notes conversion option. We also add back
one-time charges such as acquisition costs and one-time gains or losses on the
early extinguishment of debt.
Core 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 core earnings may be
different from the calculations used by other companies and, therefore,
comparability may be limited.
Core earnings is as follows ($ in thousands, except share and per share data):
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Net income attributable to common
stockholders $ 81,997 $ 33,965 $ 66,778 $ 85,532
Adjustments:
Net income attributable to noncontrolling
interest 13,836 7,363 11,012 19,429
Income from mortgage servicing rights (42,357) (29,911) (96,708) (62,852)
Deferred tax provision (benefit) 3,853 2,223 (5,172) (1,026)
Amortization and write-offs of MSRs 15,456 18,904 48,739 52,558
Depreciation and amortization 2,867 2,789 8,731 8,504
Loss on extinguishment of debt - - 3,546 128
Provision for credit losses, net (11,137) 431 79,144 1,021
Loss on derivative instruments, net 753 5,003 44,113 6,726
Stock-based compensation 1,854 2,316 7,286 7,574
Core Earnings (1) $ 67,122 $ 43,083 $ 167,469 $ 117,594
Diluted core earnings per share (1) $ 0.50 $ 0.37 $ 1.26 $ 1.04
Diluted weighted average shares
outstanding (1) 133,997,087 117,468,044 132,401,315 113,033,968
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Amounts are attributable to common stockholders and OP Unit holders. The OP (1) Units are redeemable for cash, or at our option for shares of our common
stock on a one-for-one basis.
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