ARBOR REALTY TRUST, INC. You should read the following discussion in conjunction with the sections of this report entitled "Forward-Looking Statements" and"Risk Factors," along with the historical consolidated financial statements including related notes, included in this report.
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 and mezzanine loans, including 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, 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 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 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. If interest
rates were to rise, it is likely that income from these investments would 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 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 has forced many countries, including theU.S. , to declare national emergencies, to institute "stay-at-home" orders, to close financial markets and to restrict operations of non-essential businesses. Such actions have created significant disruptions in global supply chains, and adversely impacted many industries. COVID-19 could have a continued and prolonged adverse impact on economic and market conditions, which could continue a period of global economic slowdown. Although we have not been significantly impacted by COVID-19 to-date, the impact of COVID-19 on companies continues to evolve, 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.
Significant Developments During 2021
Capital Markets Activity.
We raised
and common stock issuances through public offerings and our "At-The-Market"
? equity offering sales agreement. We used
purchase common stock and operating partnership units ("OP Units") from our
chief executive officer, ACM and certain of its members and certain other
executive officers of ours; and
We raised
? preferred shares with a weighted average rate of 6.34% and we used
million of the proceeds to fully redeem our Series A, B and C preferred stock
which had a weighted average rate of 8.14%.
Financing Activity.
We closed four collateralized securitization vehicles (CLO 14, 15, 16 and 17)
totaling
? billion of investment grade notes were issued to third-party investors and
interest in the portfolio were retained by us;
? We closed two Private Label securitizations totaling
retained the most subordinate certificates totaling
Completed the unwind of CLO 9 and 11, redeeming
? notes which were repaid from refinancing the remaining assets within our
existing financing facilities (including CLO 14 and 17) and cash held by CLO 9
and 11. Structured Business Activity.
Grew our structured loan and investment portfolio 122% to
? loan originations totaling
totaling
? Recorded income of
distributions from our residential mortgage business joint venture.
Agency Business Activity.
? Loan originations and sales totaled
respectively; and
? Grew our fee-based servicing portfolio 9% to
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Dividend. We raised our quarterly common dividend to
Subsequent Events. During
We closed a collateralized securitization vehicle (CLO 18) totaling
? billion, of which
third-party investors and
? We closed a Private Label securitization totaling
the most subordinate certificates totaling
? Raised
Series F preferred shares.
Current Market Conditions, Risks and Recent Trends
As discussed throughout this report, the COVID-19 pandemic continues to impact the global economy in unprecedented ways, swiftly halting activity across many industries, and continuing to cause 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 continues to evolve, the full extent of which will depend on future developments, including, among other factors, the emergence of new variants in the US and abroad, the recovery time of the disrupted supply chains and industries, the impact of labor market interruptions, the impact of government interventions and the effectiveness of vaccination programs. COVID-19 could have a continued and prolonged adverse impact on economic and market conditions, which could continue a period of global economic slowdown. Although we have not been significantly impacted by COVID-19 to-date, adverse economic conditions have resulted, and may continue to result, in 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. Since the beginning of 2020, the pandemic has caused a dislocation in the capital markets resulting in a reduction of available liquidity, with varying degrees of improvement in 2021. Many commercial mortgage REITs have suffered, and continue to suffer, from the reduction in available liquidity since access to capital is critical to grow their business. Despite this reduction in liquidity, we continue to raise capital through various vehicles to grow our business. 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. However, our Structured Business is more reliant on the capital markets to grow, and therefore, a lack of liquidity for a prolonged period of time could limit our ability to grow this business. In our Structured Business, 91% of our portfolio is in multifamily assets with most of these loans containing interest reserves and/or replenishment obligations by our borrowers. 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. Our Agency Business had approved forbearances related to 0.2% of our Fannie Mae DUS portfolio and 2.6% of our Freddie Mac portfolio as ofDecember 31, 2021 . We are closely monitoring and managing the requests for forbearances and it is likely there will be additional economic stress during 2022. InDecember 2021 , the federal reserve announced they will likely raise interest rates in 2022 to combat inflation. However, interest rates currently remain 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. However, 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. Conversely, if interest rates were to rise, it could negatively impact our net interest income. An increase in rates would cause an increase in interest expense as most of our debt is variable. However, since a large portion of our structured loan portfolio has LIBOR floors that are in the money, any increase in interest income due to rising 37
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interest rates is not likely to be as substantial as the corresponding increase in interest expense. See "Quantitative and Qualitative Disclosures about Market Risk" below for additional details. 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. InOctober 2021 , the FHFA announced that its 2022 loan origination caps for Fannie Mae and Freddie Mac will be$78 billion for each enterprise for a total opportunity of$156 billion (the "2022 Caps"), which has increased from its 2021 loan origination caps of$70 billion for each enterprise. The 2022 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 will also require at least 25% be affordable to residents at or below 60% of area median income for 2022, up from 20% in 2021. 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$12.16 billion and$5.48 billion atDecember 31, 2021 and 2020, respectively. This increase was primarily due to loan originations exceeding loan payoffs and paydowns by$7.20 billion . See below for details. Our portfolio had a weighted average current interest pay rate of 4.26% and 5.23% atDecember 31, 2021 and 2020, respectively. Including certain fees earned and costs associated with the structured portfolio, the weighted average current interest rate was 4.62% and 5.80% atDecember 31, 2021 and 2020, respectively. Our debt that finances our loans and investment portfolio totaled$11.17 billion and$4.92 billion atDecember 31, 2021 and 2020, respectively, with a weighted average funding cost of 2.33% and 2.64%, respectively, which excludes financing costs. Including financing costs, the weighted average funding rate was 2.61% and 3.03% atDecember 31, 2021 and 2020, respectively. Activity from our Structured Business portfolio is comprised of the following ($ in thousands): Year Ended December 31, 2021 2020 Loans originated (1)$ 9,720,515 $ 2,433,679 Number of loans 422 137
Weighted average interest rate 4.33 % 5.67 % (1) During 2021 and 2020, we committed to fund SFR loans totaling$729.5 million and$261.5 million , respectively. Loans paid-off / paid-down$ 2,516,771 $ 1,208,071 Number of loans 167 85
Weighted average interest rate 6.27 %
6.56 %
Loans extended $ 1,235,888 $ 748,640
Number of loans 69 43
Loans held-for-sale from the Agency Business increased $106.7 million , primarily
from an increase in Private Label loan originations. Our GSE loans are generally
sold within 60 days, while our Private Label loans are generally expected to be
sold and
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securitized within 180 days from the loan origination date. Activity from our Agency Business portfolio is comprised of the following ($ in thousands):
Loan
Originations Loan Sales
Fannie Mae $ 3,389,312 $ 3,675,763
Private Label 1,436,853 985,094
Freddie Mac 1,016,142 1,081,702
FHA 430,320 480,275
SFR - Fixed Rate 136,931 192,335
Total $ 6,409,558 $ 6,415,169
Capitalized mortgage servicing rights increased $42.8 million , primarily due to
MSRs recorded on new loan originations, partially offset by amortization and
write-offs. Capitalized mortgage servicing rights represent the estimated value
of our rights to service mortgage loans for others. At December 31, 2021 , the
weighted average estimated life remaining of our MSRs was 8.5 years.
Securities held-to-maturity increased
Investments in equity affiliates increased$15.4 million , primarily due to income from our investment in a residential mortgage banking business of$34.6 million and contributions totaling$14.0 million made toAMAC III and a new investment in a private equity fund, partially offset by$31.8 million of distributions received from our residential mortgage banking investment andAMAC III . See Note 8 for details. Due from related party increased$71.9 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 inJanuary 2022 . Other assets increased$86.4 million , primarily due to increases in unsecured loan fundings, current tax assets, interest receivables from portfolio growth and the fair value of our interest rate and credit default swaps ("Swaps").
Liabilities - Comparison of balances at
Credit and repurchase facilities increased
Collateralized loan obligations increased
Senior unsecured notes increased
Due to related party was$26.6 million and$2.4 million atDecember 31, 2021 and 2020, respectively, and consisted of loan payoffs, holdbacks and escrows to be remitted to our affiliated servicing operations related to real estate transactions.
Other liabilities increased
Equity
During 2021, we completed public offerings of our Series D, E and F preferred stock totaling 23,000,000 shares with a weighted average rate of 6.34%. These offerings generated net proceeds of$556.4 million and we used$93.3 million of the proceeds to fully redeem our Series A, B and C preferred stock which had a weighted average rate of 8.14%.
During 2021, we sold 29,140,369 shares of our common stock through public
offerings and our "At-The-Market" agreement, raising net proceeds totaling
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stock and OP Units from our chief executive officer, ACM and its members and
certain other executive officers of ours. We also issued 386,459 shares of
common stock and cash to fully redeem our remaining 5.25% convertible senior
notes (the "5.25% Convertible Notes").
See Note 16 for the details of our dividends declared and our deferred compensation transactions during 2021.
Agency Servicing Portfolio
The following table sets forth the characteristics of our loan servicing
portfolio collateralizing our mortgage servicing rights and servicing revenue ($
in thousands):
December 31, 2021
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 (years) (years)
Fixed Adjustable Note Rate of Portfolio (1) of Portfolio (2)
Fannie Mae
2 % 3.99 % 12.00 % 0.20
Freddie Mac 4,943,905 1,317 2.8 10.9 86 % 14 % 3.82 % 17.01 % 0.79
Private Label 1,711,326 102 1.2 8.6 100 % - % 3.64 % - % -
FHA 985,063 90 2.0 33.9 100 % - % 3.01 % 23.69 % -
SFR - Fixed Rate 191,698 45 0.9 6.7 100 % - % 4.54 % - % -
Total $ 26,959,389 4,264 2.8 10.1 96 % 4 % 3.90 % 12.50 % 0.29
December 31, 2020
Fannie Mae $ 18,268,268 2,712 2.8 9.0 97 % 3 % 4.12 % 6.40 % 0.33
Freddie Mac 4,881,080 1,413 2.6 11.7 88 % 12 % 3.99 % 11.47 % 0.65
FHA 752,116 89 3.0 32.9 100 % - % 3.39 % 33.60 % -
Private Label 726,992 40 1.0 9.1 100 % - % 3.81 % - % -
Total $ 24,628,456 4,254 2.7 10.3 95 % 5 % 4.06 % 8.05 % 0.37
Prepayments reflect loans repaid prior to six months from loan maturity. The (1) 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
respectively, were in the foreclosure process. No loans were in bankruptcy 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 Years Ended 2021 and 2020
The following table provides our consolidated operating results ($ in thousands):
Year Ended December 31, Increase / (Decrease)
2021 2020 Amount Percent
Interest income$ 466,087 $ 339,465 $ 126,622 37 % Interest expense 212,005 169,216 42,789 25 % Net interest income 254,082 170,249 83,833 49 % Other revenue: Gain on sales, including fee-based services, net 123,037 94,607 28,430 30 % Mortgage servicing rights 130,230 165,517 (35,287) (21) % Servicing revenue, net 74,814 54,385 20,429 38 % Property operating income 185 3,976 (3,791) (95) % Loss on derivative instruments, net (2,684) (58,335) 55,651 (95) % Other income, net 7,566 4,109 3,457 84 % Total other revenue 333,148 264,259 68,889 26 % Other expenses: Employee compensation and benefits 171,796 144,380 27,416 19 % Selling and administrative 45,575 37,348 8,227 22 % Property operating expenses 718 4,898 (4,180) (85) % Depreciation and amortization 7,215 7,640 (425) (6) % Provision for loss sharing (net of recoveries) (6,167) 14,822 (20,989) nm % Provision for credit losses (net of recoveries) (21,113) 61,110 (82,223) nm % Total other expenses 198,024 270,198 (72,174) (27) % Income before extinguishment of debt, gain (loss) on real estate, income from equity affiliates and income taxes 389,206 164,310 224,896 137 % Loss on extinguishment of debt (3,374) (3,546) 172 (5) % Gain (loss) on real estate 3,693 (375) 4,068 nm % Income from equity affiliates 34,567 76,161 (41,594) (55) % Provision for income taxes (46,285) (40,393) (5,892) 15 % Net income 377,807 196,157 181,650 93 % Preferred stock dividends 21,888 7,554 14,334 190 % Net income attributable to noncontrolling interest 38,507 25,208 13,299 53 % Net income attributable to common stockholders$ 317,412 $ 163,395 $ 154,017 94 % nm - not meaningful 41 Table of Contents 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): Year Ended December 31, 2021 2020 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$ 7,340,522 $ 384,406 5.24 %$ 4,402,763 $ 259,845 5.90 % Mezzanine / junior participation loans 215,837 18,954 8.78 % 174,622 15,421 8.83 % Preferred equity investments 213,616 21,570 10.10 % 207,736 22,701 10.93 % Other 29,772 1,493 5.01 % 82,604 4,968 6.01 % Core interest-earning assets 7,799,747 426,423 5.47 % 4,867,725 302,935 6.22 % Cash equivalents 443,779 616 0.14 % 382,303 2,958 0.77 % Total interest-earning assets$ 8,243,526 $ 427,039 5.18 %$ 5,250,028 $ 305,893 5.83 % Structured Business interest-bearing liabilities: CLO$ 3,503,175 $ 64,318 1.84 %$ 2,462,799 $ 56,800 2.31 % Warehouse lines 2,149,729 57,993 2.70 % 985,693 34,444 3.49 % Unsecured debt 1,157,275 67,353 5.82 % 877,420 52,378 5.97 % Trust preferred 154,336 4,771 3.09 % 154,336 5,911 3.83 % Debt fund - - - % 22,378 1,431 6.38 % Total interest-bearing liabilities$ 6,964,515 194,435 2.79 %$ 4,502,626 150,964 3.35 % Net interest income$ 232,604 $ 154,929
(1) Based on UPB for loans, amortized cost for securities and principal amount
for 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$121.1 million increase from our Structured Business, primarily due to an increase in our average core interest-earning assets from loan originations exceeding loan runoff, partially offset by a decrease in the average yield on core interest-earning assets. The decrease in the average yield was primarily due to lower rates on originations, as compared to loan runoff. The increase in interest expense was mainly due to a$43.5 million increase from our Structured Business, primarily due to an increase in the average balance of our interest-bearing liabilities, due to growth in our loan portfolio and the issuance of additional unsecured debt. This was partially offset by a decrease in the average cost of our interest-bearing liabilities, mainly from decreases in LIBOR and the issuances of CLOs at lower rates.
Agency Business Revenue
The increase in gain on sales, including fee-based services, net was primarily
due to a 33% increase in the sales margin from 1.44% to 1.92%, as a result of
the increased mix of Private Label , SFR and FHA loan sales, which carry higher
sales margins.
The decrease in income from MSRs was primarily due to a 16% decrease in the MSR
rate from 2.43% to 2.05% and a 7% decrease in loan commitment volume. The
decrease in the MSR rate was primarily due to lower Fannie Mae loan commitments,
which carry a higher servicing fee.
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The increase in servicing revenue, net was primarily due to the growth in our servicing portfolio, as well as an increase in prepayment penalties.
Other Revenue
The losses on derivative instruments in both 2021 and 2020 were primarily from our Agency Business and were predominantly from losses recognized on our Swaps held in connection with our Private Label loans.
Other Expenses
The increase in employee compensation and benefits expense was primarily due to increases in headcount and incentive compensation as a result of the portfolio growth in both business segments, as well as commissions in our Agency Business in connection with increased Private Label securitization activity and higher sales margins. The increase in selling and administrative expenses was primarily due to higher professional fees (legal and consulting) and rent expense in both business segments. Administrative expenses were also lower in 2020 as a result of the COVID-19 pandemic due to travel restrictions and fewer events. We also recorded a$2.5 million litigation settlement related to a hotel property that we sold in 2020. The decreases in both provision for loss sharing and provision for credit losses were primarily due to the reversal of CECL reserves in both business segments in connection with improved market conditions and expected future forecasts.
Loss on Extinguishment of Debt
The loss on extinguishment of debt in both years was deferred financing fees recognized in connection with the unwind of CLOs, along with a loss recognized in connection with the unwind of the Luxembourg commercial real estate debt
fund in 2020. Gain (Loss) on Real Estate The gain recorded in 2021 was from our acquisition of an office property (for full satisfaction of the underlying debt) with an appraisal value in excess of the outstanding loan and the sale of a repurchased Fannie Mae loan. The loss recorded in 2020 was from the sale of a hotel property, substantially offset by a gain on the sale of a repurchased Fannie Mae loan.
Income from Equity Affiliates
Income from equity affiliates in 2021 and 2020 primarily reflects income from our investment in a residential mortgage banking business of$34.6 million and$75.7 million , respectively. The income from this investment was driven by the historically low interest rates and strength in the residential housing market during COVID-19. Provision for Income Taxes In 2021, we recorded a tax provision of$46.3 million , which consisted of current and deferred tax provisions of$35.4 million and$10.9 million , respectively. In 2020, we recorded a tax provision of$40.4 million , which consisted of a current and deferred tax provisions of$35.7 million and$4.7 million , respectively. The increase in the tax provision was primarily due to an increase in pre-tax income from our Agency Business, partially offset by lower income generated from our investment in a residential banking business in 2021, compared to 2020. Preferred Stock Dividends
The increase in preferred stock dividends was due to the issuances of our Series D, E and F preferred stock, which included a significantly larger number of shares than our Series A, B and C preferred stock that were redeemed in the second quarter of 2021.
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Net Income Attributable to Noncontrolling Interest
The noncontrolling interest relates to the outstanding OP Units issued as part of the 2016 acquisition of ACM's agency platform (the "Acquisition"). There were 16,325,095 OP Units and 17,560,633 OP Units outstanding as ofDecember 31, 2021 and 2020, respectively, which represented 9.7% and 12.5% of our outstanding stock atDecember 31, 2021 and 2020, respectively.
Comparison of Results of Operations for Years Ended 2020 and 2019
For a discussion of our results of operations for the year ended 2020 compared to 2019, please refer to Item 7 of Part II, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year endedDecember 31, 2020 , which was filed with theSEC onFebruary 19, 2021 , and is available on theSEC's website at www.sec.gov and the "Investor Relations" section of our website at www.arbor.com.
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, borrowers 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$11.17 billion in total structured debt outstanding atDecember 31, 2021 . Of this total,$7.64 billion , or 68%, 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 2023, or later. The remaining$3.53 billion of debt is in credit and repurchase facilities with several different banks that we have long-standing relationships with. 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. In addition to our ability to extend our credit and repurchase facilities and raise funds from equity and debt offerings, we have approximately$900 million in cash and available liquidity as well as other liquidity sources, including our$26.96 billion agency servicing portfolio, which is mostly prepayment protected and generates approximately$121 million per year in recurring cash flow. AtDecember 31, 2021 , we had$61.4 million of securities financed with$30.8 million of debt that was subject to margin calls related to changes in interest spreads. 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 were$216.8 million during 2021 as net income of$377.8 million was partially offset by cash outflows due to loan originations exceeding loan sales in our Agency Business, increases in unsecured loan fundings and decreases in the fair value of our Swaps, as well as certain other non-cash net income adjustments (increases in interest receivables from portfolio growth in our Structured Business). Cash flows used in investing activities totaled$6.75 billion during 2021. Loan and investment activity (originations and payoffs /paydowns) comprise the majority of our investing activities. Loan originations from our Structured Business totaling$9.21 billion , net of payoffs and paydowns of$2.37 billion , resulted in net cash outflows of$6.84 billion . 44
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Cash flows provided by financing activities totaled$6.89 billion during 2021 and consisted primarily of net proceeds of$3.39 billion from CLO activity, net cash inflows of$2.25 billion from debt facility activities (financed loan originations were greater than facility paydowns) and$1.70 billion of proceeds from the issuance of common and preferred stock and senior unsecured notes, partially offset by$227.1 million of distributions to our stockholders and OP Unit holders and$92.8 million for the redemption of preferred 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 as ofDecember 31, 2021 . Our restricted liquidity and purchase and loss obligations were satisfied with letters of credit totaling$50.0 million and$18.7 million of cash collateral. See Note 14 for details about our performance regarding these requirements. We also enter into contractual commitments with borrowers providing rate lock commitments while simultaneously entering into forward sale commitments with investors. These commitments are outstanding for short periods of time (generally less than 60 days) and are described in Note 12. Debt Facilities. We maintain various forms of short-term and long-term financing arrangements. Borrowings underlying these arrangements are primarily secured by a significant amount of our loans and investments and substantially all our loans held-for-sale. The following is a summary of our debt facilities (in
thousands):
December 31, 2021
Maturity
Debt Instruments Commitment UPB (1) Available Dates (2)
Structured BusinessCredit and repurchase facilities$ 4,914,169 $ 3,533,016 $ 1,381,153 2022 - 2024 Collateralized loan obligations (3) 5,924,705 5,924,705 - 2022 - 2026 Senior unsecured notes 1,295,750 1,295,750 - 2023 - 2028 Convertible senior unsecured notes 264,000 264,000 - 2022 Junior subordinated notes 154,336 154,336 - 2034 - 2037 Structured Business total 12,552,960 11,171,807
1,381,153
Agency Business Credit and repurchase facilities (4) 2,151,253 960,683
1,190,570 2022
Consolidated total $ 14,704,213 $ 12,132,490 $ 2,571,723 (1) Excludes the impact of deferred financing costs.
(2) See Note 14 for a breakdown of debt maturities by year.
(3) Maturity dates represent the weighted average remaining maturity based on the
underlying collateral as of
(4) The
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
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and produce some fluctuations. The following table provides additional information regarding the balances of our borrowings (in thousands):
Quarterly Maximum
Average End of Period UPB at Any
Quarter Ended UPB UPB Month-End
December 31, 2021 $ 3,771,684 $ 4,493,699 $ 4,493,699
September 30, 2021 3,191,129 3,409,598 3,409,598
June 30, 2021 2,327,114 2,021,412 2,588,456
March 31, 2021 2,177,350 2,220,307 2,262,160
December 31, 2020 1,939,759 2,238,722 2,238,722
September 30, 2020 1,406,219 1,454,419 1,454,419
June 30, 2020 1,692,940 1,240,910 2,033,312
March 31, 2020 1,829,495 1,851,758 2,003,278
December 31, 2019 1,391,215 1,681,146 1,681,146
September 30, 2019 1,433,481 1,388,248 1,444,342
June 30, 2019 1,255,288 1,624,457 1,624,457
March 31, 2019 1,055,169 1,034,934 1,084,046
Our debt facilities, including their restrictive covenants, are described in Note 10.
Off-Balance-Sheet Arrangements. At
Inflation. InDecember 2021 , the federal reserve announced they will likely raise interest rates in 2022 to combat inflation. If interest rates were to rise, it could negatively impact our net interest income. An increase in rates would cause an increase in interest expense as most of our debt is variable. However, since a large portion of our structured loan portfolio has LIBOR floors that are above index rates, any increase in interest income due to rising interest rates is not likely to be as substantial as the corresponding increase in interest expense. See "Quantitative and Qualitative Disclosures about Market Risk" below for additional details.
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.
Significant Accounting Estimates
Management's discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with theFinancial Accounting Standards Board ("FASB") Accounting Standards Codification™, the authoritative reference for accounting principles generally accepted in theU.S. ("GAAP"). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts in our consolidated financial statements. Actual results could differ from these estimates. A summary of our significant accounting policies is presented in Note 2. Many of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements. Each quarter, we assess these estimates and assumptions based on several factors, including historical experience, which we believe to be reasonable under the circumstances. These estimates are subject to change in the future if any of the underlying assumptions or factors change.
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 are a useful indicator of our dividends per
share.
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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, the
tax impact on cumulative gains/losses on derivative instruments associated with
Private Label loans sold during the periods presented, changes in fair value of
GSE-related derivatives that temporarily flow through earnings, deferred tax
provision (benefit), CECL provisions for credit losses (adjusted for realized
losses as described below), amortization of the convertible senior notes
conversion option 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: (i) 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 (ii) 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 are 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):
Year Ended December 31,
2021 2020 2019
Net income attributable to common stockholders$ 317,412 $ 163,395 $ 121,074 Adjustments: Net income attributable to noncontrolling interest 38,507 25,208 26,610 Income from mortgage servicing rights (130,230) (165,517) (90,761) Deferred tax provision 10,892 4,726 150 Amortization and write-offs of MSRs 91,356 65,979 71,105 Depreciation and amortization 10,900 11,486 11,194 Loss on extinguishment of debt 3,374 3,546 7,439 Provision for credit losses, net (39,856) 73,402 1,193 Loss on derivative instruments, net 432 43,596 1,687 Gain on real estate from settlement of loan (2,466) - - Stock-based compensation 9,929 9,046 9,515 Loss on redemption of preferred stock 3,479 - - Distributable earnings (1)$ 313,729 $ 234,867 $ 159,206 Diluted distributable earnings per share (1)$ 2.01 $
1.75
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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