0001253986abr:~~PreferredEquityInvestmentsInMortgageLoansMember2020-01-012020-09-30~~LawsuitFiledByExtendedStayLitigationTrustMember2011-06-012011-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-32136

Arbor Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland		20-0057959
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

333 Earle Ovington Boulevard, Suite 900 Uniondale, NY (Address of principal executive offices)		11553 (Zip Code)

(Registrant’s telephone number, including area code): (516) 506-4200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbols	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ABR	New York Stock Exchange
Preferred Stock, 8.25% Series A Cumulative Redeemable, par value $0.01 per share	ABR-PA*	New York Stock Exchange
Preferred Stock, 7.75% Series B Cumulative Redeemable, par value $0.01 per share	ABR-PB*	New York Stock Exchange
Preferred Stock, 8.50% Series C Cumulative Redeemable, par value $0.01 per share	ABR-PC*	New York Stock Exchange
Preferred Stock, 6.375% Series D Cumulative Redeemable, par value $0.01 per share	ABR-PD	New York Stock Exchange

* On June 24, 2021, the New York Stock Exchange (“NYSE”) filed three Form 25’s with the Securities and Exchange Commission (the “SEC”) to delist our Series A, B and C Preferred Stock, which were redeemed by us on June 24, 2021. The delisting was effective on July 4, 2021. The deregistration of such securities under Section 12(b) of the Exchange Act will be effective 90 days, or such shorter period as the SEC may determine, after filing of the Form 25.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☑	Accelerated filer ☐	Non-accelerated filer ☐
Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Issuer has ~~116,131,077~~142,156,441 shares of common stock ~~$0.01 par value per share,~~ outstanding at ~~October~~July 23, ~~2020.~~2021.

Table of Contents

INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)		2
Consolidated Balance Sheets		2
Consolidated Statements of ~~Income~~Operations		3
Consolidated Statements of Changes in Equity		4
Consolidated Statements of Cash Flows		6
Notes to Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		5550
Item 3. Quantitative and Qualitative Disclosures about Market Risk		7065
Item 4. Controls and Procedures		7166
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		7166
Item 1A. Risk Factors		7166
Item 6. Exhibits		7367
Signatures		7469

Table of Contents

Forward-Looking Statements

The information contained in this quarterly report on Form 10-Q is not a complete description of our business or the risks associated with an investment in Arbor Realty Trust, Inc. We urge you to carefully review and consider the various disclosures ~~made by us~~ in this report.

This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, among other things, the operating performance of our investments and financing needs. We use words such as “anticipate,” “expect,” “believe,” “intend,” “should,” “could,” “will,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from forecasted results. Factors that could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in economic conditions generally, and the real estate market specifically, in particular, due to the uncertainties created by the novel coronavirus (“COVID-19”) pandemic; the potential impact of the COVID-19 pandemic on our business, results of operations and financial condition; adverse changes in our status with government-sponsored enterprises affecting our ability to originate loans through such programs; changes in interest rates; the quality and size of the investment pipeline and the rate at which we can invest our cash; impairments in the value of the collateral underlying our loans and investments; changes in federal and state laws and regulations, including changes in tax laws; the availability and cost of capital for future investments; and competition. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this report. The factors noted above could cause our actual results to differ significantly from those contained in any forward-looking statement.

Additional information regarding these and other risks and uncertainties we face is contained in our annual report on Form 10-K for the year ended December 31, ~~2019~~2020 (the ~~“2019~~“2020 Annual Report”) filed with the ~~Securities and Exchange Commission (“SEC”)~~SEC on February ~~14, 2020~~19, 2021 and in our other reports and filings with the SEC.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this report to conform these statements to actual results.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

($ in thousands, except share and per share data)


	September 30,		December 31,		June 30,		December 31,
	2020		2019		2021		2020
	(Unaudited)				(Unaudited)
Assets:
Cash and cash equivalents	$	192,204	$	299,687	$	215,658	$	339,528
Restricted cash		110,263		210,875		249,090		197,470
Loans and investments, net (allowance for credit losses: $146,745 and $71,069, respectively)		4,910,872		4,189,960
Loans and investments, net (allowance for credit losses: $138,447 and $148,329, respectively)						7,213,915		5,285,868
Loans held-for-sale, net		631,138		861,360		457,647		986,919
Capitalized mortgage servicing rights, net		335,235		286,420		418,653		379,974
Securities held-to-maturity, net (allowance for credit losses: $1,628 and $0, respectively)		118,260		88,699
Securities held-to-maturity, net (allowance for credit losses: $2,115 and $1,644, respectively)						114,696		95,524
Investments in equity affiliates		82,322		41,800		86,253		74,274
Real estate owned, net		2,894		13,220
Due from related party		23,814		10,651		11,084		12,449
Goodwill and other intangible assets		106,716		110,700		103,106		105,451
Other assets		175,500		125,788		190,698		183,529
Total assets	$	6,689,218	$	6,239,160	$	9,060,800	$	7,660,986

Liabilities and Equity:
Credit facilities and repurchase agreements	$	1,449,940	$	1,678,288
Credit and repurchase facilities					$	2,015,188	$	2,234,883
Collateralized loan obligations		2,516,032		2,130,121		3,484,088		2,517,309
Debt fund		—		68,629
Senior unsecured notes		662,289		319,799		836,074		662,843
Convertible senior unsecured notes, net		266,706		284,152		270,917		267,973
Junior subordinated notes to subsidiary trust issuing preferred securities		141,470		140,949		142,013		141,656
Due to related party		802		13,100		6,184		2,365
Due to borrowers		76,304		79,148		68,384		89,325
Allowance for loss-sharing obligations		71,160		34,648		65,645		64,303
Other liabilities		181,279		134,299		215,540		197,644
Total liabilities		5,365,982		4,883,133		7,104,033		6,178,301

Commitments and contingencies (Note 14)
Commitments and contingencies (Note 13)

Equity:
Arbor Realty Trust, Inc. stockholders' equity:
Preferred stock, cumulative, redeemable, $0.01 par value: 100,000,000 shares authorized; special voting preferred shares; 17,632,371 and 20,369,265 shares issued and outstanding, respectively; 8.25% Series A, $38,788 aggregate liquidation preference; 1,551,500 shares issued and outstanding; 7.75% Series B, $31,500 aggregate liquidation preference; 1,260,000 shares issued and outstanding; 8.50% Series C, $22,500 aggregate liquidation preference; 900,000 shares issued and outstanding		89,472		89,501
Common stock, $0.01 par value: 500,000,000 shares authorized; 115,930,351 and 109,706,214 shares issued and outstanding, respectively		1,159		1,097
Preferred stock, cumulative, redeemable, $0.01 par value: 100,000,000 shares authorized, special voting preferred shares - 16,352,233 and 17,560,633 shares issued and outstanding, respectively; 8.25% Series A, $38,788 aggregate liquidation preference - 0 and 1,551,500 shares issued and outstanding, respectively; 7.75% Series B, $31,500 aggregate liquidation preference - 0 and 1,260,000 shares issued and outstanding, respectively; 8.50% Series C, $22,500 aggregate liquidation preference - 0 and 900,000 shares issued and outstanding, respectively; 6.375% Series D, $230,000 aggregate liquidation preference - 9,200,000 and 0 shares issued and outstanding, respectively						222,627		89,472
Common stock, $0.01 par value: 500,000,000 shares authorized - 141,738,609 and 123,181,173 shares issued and outstanding, respectively						1,417		1,232
Additional paid-in capital		1,222,945		1,154,932		1,620,898		1,317,109
Accumulated deficit		(120,539)		(60,920)		(12,084)		(63,442)
Total Arbor Realty Trust, Inc. stockholders' equity		1,193,037		1,184,610		1,832,858		1,344,371
Noncontrolling interest		130,199		171,417		123,909		138,314
Total equity		1,323,236		1,356,027		1,956,767		1,482,685
Total liabilities and equity	$	6,689,218	$	6,239,160	$	9,060,800	$	7,660,986

Note: Our consolidated balance sheets include assets and liabilities of consolidated variable interest entities, or VIEs, as we are the primary beneficiary of these VIEs. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, assets of our consolidated VIEs totaled ~~$3,112,755~~$4,250,848 and ~~$2,784,756,~~$3,134,447, respectively, and the liabilities of our consolidated VIEs totaled ~~$2,518,745~~$3,488,040 and ~~$2,209,599,~~$2,520,064, respectively. See Note 1514 for discussion of our VIEs.

See Notes to Consolidated Financial Statements.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS (Unaudited)

($ in thousands, except share and per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020
Interest income	$	81,701	$	80,509	$	253,307	$	233,957	$	105,148	$	83,080	$	196,292	$	171,606
Interest expense		37,888		48,064		129,172		138,213		46,378		41,302		88,562		91,284
Net interest income		43,813		32,445		124,135		95,744		58,770		41,778		107,730		80,322
Other revenue:
Gain on sales, including fee-based services, net		19,895		21,298		60,566		51,897		40,901		26,366		69,768		40,671
Mortgage servicing rights		42,357		29,911		96,708		62,852		26,299		32,417		63,235		54,351
Servicing revenue, net		13,348		13,790		40,156		39,954		15,315		13,506		30,850		26,809
Property operating income		1,033		2,237		3,976		8,187		—		751		—		2,943
Loss on derivative instruments, net		(753)		(5,003)		(58,852)		(6,726)		(2,607)		(7,368)		(5,828)		(58,099)
Other income, net		1,050		325		3,404		1,314		1,263		1,049		1,943		2,351
Total other revenue		76,930		62,558		145,958		157,478		81,171		66,721		159,968		69,026
Other expenses:
Employee compensation and benefits		32,962		32,861		101,652		93,647		43,700		34,438		86,674		68,690
Selling and administrative		9,356		10,882		29,013		31,122		11,133		8,606		21,947		19,658
Property operating expenses		1,300		2,563		4,778		7,649		129		1,035		272		3,478
Depreciation and amortization		1,922		1,841		5,830		5,663		1,788		1,961		3,543		3,908
Impairment loss on real estate owned		—		—		—		1,000
Provision for loss sharing (net of recoveries)		(2,227)		735		21,706		1,557		549		2,395		2,201		23,932
Provision for credit losses (net of recoveries)		(7,586)		—		59,510		—		(7,815)		12,714		(8,890)		67,096
Total other expenses		35,727		48,882		222,489		140,638		49,484		61,149		105,747		186,762
Income before extinguishment of debt, sale of real estate, income from equity affiliates and income taxes		85,016		46,121		47,604		112,584
Income (loss) before extinguishment of debt, sale of real estate, income from equity affiliates and income taxes										90,457		47,350		161,951		(37,414)
Loss on extinguishment of debt		—		—		(3,546)		(128)		—		(1,592)		(1,370)		(3,546)
Loss on sale of real estate		(1,868)		—		(1,868)		—
Gain on sale of real estate										—		—		1,228		—
Income from equity affiliates		32,358		3,718		56,758		9,133		4,759		20,408		27,010		24,401
Provision for income taxes		(17,785)		(6,623)		(15,493)		(10,963)
Net income		97,721		43,216		83,455		110,626
(Provision for) benefit from income taxes										(10,959)		(12,077)		(23,451)		2,293
Net income (loss)										84,257		54,089		165,368		(14,266)
Preferred stock dividends		1,888		1,888		5,665		5,665		6,414		1,888		8,303		3,777
Net income attributable to noncontrolling interest		13,836		7,363		11,012		19,429
Net income attributable to common stockholders	$	81,997	$	33,965	$	66,778	$	85,532
Net income (loss) attributable to noncontrolling interest										8,717		8,110		18,459		(2,824)
Net income (loss) attributable to common stockholders									$	69,126	$	44,091	$	138,606	$	(15,219)

Basic earnings per common share	$	0.72	$	0.36	$	0.60	$	0.95
Diluted earnings per common share	$	0.72	$	0.35	$	0.59	$	0.93
Basic earnings (loss) per common share									$	0.51	$	0.40	$	1.06	$	(0.14)
Diluted earnings (loss) per common share									$	0.51	$	0.40	$	1.06	$	(0.14)

Weighted average shares outstanding:
Basic		113,766,446		94,486,839		111,775,436		89,899,074		135,262,197		110,745,572		130,276,499		110,768,992
Diluted		133,997,087		117,468,044		132,401,315		113,033,968		153,616,591		131,882,398		148,818,030		131,166,018

Dividends declared per common share	$	0.31	$	0.29	$	0.91	$	0.84	$	0.34	$	0.30	$	0.67	$	0.60

See Notes to Consolidated Financial Statements.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

($ in thousands, except shares)

~~Three Months Ended September 30, 2020~~

Total Arbor

Common

Realty Trust, Inc.

Preferred

Preferred

Common

Stock Par

Additional Paid-

Accumulated

Stockholders'

Noncontrolling


Stock Shares

Stock Value

Stock Shares

Value

in Capital

Deficit

Equity

Interest

Total Equity
Balance – June 30, 2020

24,080,765

$
89,500

112,211,461

$
1,122

$
1,182,449

$
(167,165)

$
1,105,906

$
151,870

$
1,257,776
Issuance of common stock

—

—

3,579,266

36

40,506

—

40,542

—

40,542
Stock-based compensation, net

—

—

139,624

1

(10)

—

(9)

—

(9)
Distributions - common stock

—

—

—

—

—

(35,371)

(35,371)

—

(35,371)
Distributions - preferred stock

—

—

—

—

—

(1,888)

(1,888)

—

(1,888)
Distributions - noncontrolling interest

—

—

—

—

—

—

—

(5,880)

(5,880)
Redemption of OP Units

(2,736,894)

(28)

—

—

—

—

(28)

(29,627)

(29,655)
Net income

—

—

—

—

—

83,885

83,885

13,836

97,721
Balance – September 30, 2020

21,343,871

$
89,472

115,930,351

$
1,159

$
1,222,945

$
(120,539)

$
1,193,037

$
130,199

$
1,323,236

~~Nine Months Ended September 30, 2020~~

Balance - January 1, 2020

24,195,594

$
89,501

109,706,214

$
1,097

$
1,154,932

$
(60,920)

$
1,184,610

$
171,417

$
1,356,027
Cummulative-effect adjustment (Note 2)

—

—

—

—

—

(24,106)

(24,106)

(4,501)

(28,607)
Balance - January 1, 2020 (as adjusted for the adoption of ASU 2016-13)

24,195,594

$
89,501

109,706,214

$
1,097

$
1,154,932

$
(85,026)

$
1,160,504

$
166,916

$
1,327,420
Issuance of common stock

—

—

6,887,274

69

78,481

—

78,550

—

78,550
Repurchase of common stock

—

—

(1,625,777)

(16)

(12,745)

—

(12,761)

—

(12,761)
Issuance of common stock from convertible debt

—

—

363,013

3

90

—

93

—

93
Stock-based compensation, net

—

—

599,627

6

3,786

—

3,792

—

3,792
Distributions - common stock

—

—

—

—

—

(102,283)

(102,283)

—

(102,283)
Distributions - preferred stock

—

—

—

—

—

(5,673)

(5,673)

—

(5,673)
Distributions - noncontrolling interest

—

—

—

—

—

—

—

(18,102)

(18,102)
Redemption of OP Units

(2,851,723)

(29)

—

—

(1,599)

—

(1,628)

(29,627)

(31,255)
Net income

—

—

—

—

—

72,443

72,443

11,012

83,455
Balance – Semptember 30, 2020

21,343,871

$
89,472

115,930,351

$
1,159

$
1,222,945

$
(120,539)

$
1,193,037

$
130,199

$
1,323,236

~~See Notes to Consolidated Financial Statements.~~

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) (Continued)~~

~~($ in thousands, except shares)~~

~~Three Months Ended September 30, 2019~~

Total Arbor

Common

Realty Trust, Inc.

Preferred

Preferred

Common

Stock Par

Additional Paid-

Accumulated

Stockholders'

Noncontrolling


Stock Shares

Stock Value

Stock Shares

Value

in Capital

Deficit

Equity

Interest

Total Equity
Balance - June 30, 2019

24,195,594

$
89,501

94,225,567

$
942

$
998,897

$
(72,321)

$
1,017,019

$
168,959

$
1,185,978
Issuance of common stock

—

—

187,000

2

2,292

—

2,294

—

2,294
Issuance of common stock from convertible debt

—

—

3,563

—

—

—

—

—

—
Stock-based compensation, net

—

—

358,460

4

2,166

—

2,170

—

2,170
Distributions - common stock

—

—

—

—

—

(27,431)

(27,431)

—

(27,431)
Distributions - preferred stock

—

—

—

—

—

(1,891)

(1,891)

—

(1,891)
Distributions - noncontrolling interest

—

—

—

—

—

—

—

(5,940)

(5,940)
Net income

—

—

—

—

—

35,853

35,853

7,363

43,216
Balance – September 30, 2019

24,195,594

$
89,501

94,774,590

$
948

$
1,003,355

$
(65,790)

$
1,028,014

$
170,382

$
1,198,396

~~Nine Months Ended September 30, 2019~~

Balance – January 1, 2019

24,365,084

$
89,502

83,987,707

$
840

$
879,029

$
(74,133)

$
895,238

$
170,328

$
1,065,566
Issuance of common stock

—

—

9,387,000

93

117,786

—

117,879

—

117,879
Repurchase of common stock

—

—

(920,000)

(9)

(11,565)

—

(11,574)

—

(11,574)
Issuance of common stock from convertible debt

—

—

214,029

2

2,505

—

2,507

—

2,507
Extinguishment of convertible senior unsecured notes

—

—

—

—

(1,337)

—

(1,337)

—

(1,337)
Stock-based compensation, net

—

—

963,865

10

3,930

—

3,940

—

3,940
Forfeiture of unvested restricted stock

—

—

(18,120)

—

—

—

—

—

—
Issuance of common stock from special dividend

—

—

901,432

9

10,070

—

10,079

—

10,079
Issuance of OP Units and special voting preferred stock from special dividend

221,666

2

—

—

—

—

2

2,476

2,478
Distributions - common stock

—

—

—

—

—

(77,178)

(77,178)

—

(77,178)
Distributions - preferred stock

—

—

—

—

—

(5,676)

(5,676)

—

(5,676)
Distributions - noncontrolling interest

—

—

—

—

—

—

—

(17,242)

(17,242)
Redemption of OP Units

(391,156)

(3)

258,677

3

2,937

—

2,937

(4,609)

(1,672)
Net income

—

—

—

—

—

91,197

91,197

19,429

110,626
Balance – Semptember 30, 2019

24,195,594

$
89,501

94,774,590

$
948

$
1,003,355

$
(65,790)

$
1,028,014

$
170,382

$
1,198,396


Three Months Ended June 30, 2021
											Total Arbor
	Preferred	Preferred		Common	Common						Realty Trust, Inc.
	Stock	Stock		Stock	Stock		Additional Paid-		Accumulated		Stockholders'		Noncontrolling
	Shares	Value		Shares	Par Value		in Capital		Deficit		Equity		Interest		Total Equity
Balance – April 1, 2021	21,272,133	$	89,472	133,690,060	$	1,337	$	1,473,120	$	(35,498)	$	1,528,431	$	142,261	$	1,670,692
Issuance of common stock	—		—	9,282,479		93		169,488		—		169,581		—		169,581
Repurchase of common stock	—		—	(1,399,999)		(14)		(23,446)		—		(23,460)		—		(23,460)
Issuance of 6.375% Series D preferred stock	9,200,000		222,463	—		—		—		—		222,463		—		222,463
Redemption of preferred stock	(3,711,500)		(89,296)	—		—		—		—		(89,296)		—		(89,296)
Stock-based compensation, net	—		—	166,069		1		1,736		—		1,737		—		1,737
Distributions - common stock	—		—	—		—		—		(45,710)		(45,710)		—		(45,710)
Distributions - preferred stock	—		—	—		—		—		(6,416)		(6,416)		—		(6,416)
Distributions - noncontrolling interest	—		—	—		—		—		—		—		(5,971)		(5,971)
Redemption of operating partnership units	(1,208,400)		(12)	—		—		—		—		(12)		(21,098)		(21,110)
Net income	—		—	—		—		—		75,540		75,540		8,717		84,257
Balance – June 30, 2021	25,552,233	$	222,627	141,738,609	$	1,417	$	1,620,898	$	(12,084)	$	1,832,858	$	123,909	$	1,956,767


Six Months Ended June 30, 2021
Balance - January 1, 2021	21,272,133	$	89,472	123,181,173	$	1,232	$	1,317,109	$	(63,442)	$	1,344,371	$	138,314	$	1,482,685
Issuance of common stock	—		—	19,422,879		194		327,820		—		328,014		—		328,014
Repurchase of common stock	—		—	(1,399,999)		(14)		(23,446)		—		(23,460)		—		(23,460)
Issuance of 6.375% Series D preferred stock	9,200,000		222,463	—		—		—		—		222,463		—		222,463
Redemption of preferred stock	(3,711,500)		(89,296)	—		—		—		—		(89,296)		—		(89,296)
Stock-based compensation, net	—		—	534,556		5		(585)		—		(580)		—		(580)
Distributions - common stock	—		—	—		—		—		(87,240)		(87,240)		—		(87,240)
Distributions - preferred stock	—		—	—		—		—		(8,311)		(8,311)		—		(8,311)
Distributions - noncontrolling interest	—		—	—		—		—		—		—		(11,766)		(11,766)
Redemption of operating partnership units	(1,208,400)		(12)	—		—		—		—		(12)		(21,098)		(21,110)
Net income	—		—	—		—		—		146,909		146,909		18,459		165,368
Balance – June 30, 2021	25,552,233	$	222,627	141,738,609	$	1,417	$	1,620,898	$	(12,084)	$	1,832,858	$	123,909	$	1,956,767

See Notes to Consolidated Financial Statements.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) (Continued)

($ in thousands, except shares)


Three Months Ended June 30, 2020
											Total Arbor
					Common						Realty Trust, Inc.
	Preferred	Preferred		Common	Stock Par		Additional Paid-		Accumulated		Stockholders'		Noncontrolling
	Stock Shares	Stock Value		Stock Shares	Value		in Capital		Deficit		Equity		Interest		Total Equity
Balance - April 1, 2020	24,080,765	$	89,500	110,608,903	$	1,106	$	1,163,161	$	(177,589)	$	1,076,178	$	149,872	$	1,226,050
Issuance of common stock	—		—	1,958,008		19		18,565		—		18,584		—		18,584
Repurchase of common stock	—		—	(376,000)		(3)		(1,467)		—		(1,470)		—		(1,470)
Issuance of common stock from convertible debt	—		—	2,153		—		276		—		276		—		276
Stock-based compensation, net	—		—	18,397		—		1,914		—		1,914		—		1,914
Distributions - common stock	—		—	—		—		—		(33,671)		(33,671)		—		(33,671)
Distributions - preferred stock	—		—	—		—		—		(1,884)		(1,884)		—		(1,884)
Distributions - noncontrolling interest	—		—	—		—		—		—		—		(6,112)		(6,112)
Net income	—		—	—		—		—		45,979		45,979		8,110		54,089
Balance – June 30, 2020	24,080,765	$	89,500	112,211,461	$	1,122	$	1,182,449	$	(167,165)	$	1,105,906	$	151,870	$	1,257,776


Six Months Ended June 30, 2020
Balance – January 1, 2020	24,195,594	$	89,501	109,706,214	$	1,097	$	1,154,932	$	(60,920)	$	1,184,610	$	171,417	$	1,356,027
Cummulative-effect adjustment (adoption of credit loss standard)	—		—	—		—		—		(24,106)		(24,106)		(4,501)		(28,607)
Balance – January 1, 2020 (as adjusted for adoption of credit loss standard)	24,195,594	$	89,501	109,706,214	$	1,097	$	1,154,932	$	(85,026)	$	1,160,504	$	166,916	$	1,327,420
Issuance of common stock	—		—	3,308,008		33		37,975		—		38,008		—		38,008
Repurchase of common stock	—		—	(1,625,777)		(16)		(12,745)		—		(12,761)		—		(12,761)
Issuance of common stock from convertible debt	—		—	363,013		3		90		—		93		—		93
Stock-based compensation, net	—		—	460,003		5		3,796		—		3,801		—		3,801
Distributions - common stock	—		—	—		—		—		(66,920)		(66,920)		—		(66,920)
Distributions - preferred stock	—		—	—		—		—		(3,777)		(3,777)		—		(3,777)
Distributions - noncontrolling interest	—		—	—		—		—		—		—		(12,222)		(12,222)
Redemption of operating partnership units	(114,829)		(1)	—		—		(1,599)		—		(1,600)		—		(1,600)
Net loss	—		—	—		—		—		(11,442)		(11,442)		(2,824)		(14,266)
Balance – June 30, 2020	24,080,765	$	89,500	112,211,461	$	1,122	$	1,182,449	$	(167,165)	$	1,105,906	$	151,870	$	1,257,776

See Notes to Consolidated Financial Statements.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

Nine Months Ended September 30,

2020

2019
Operating activities:

Net income

$
83,455

$
110,626
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

5,830

5,663
Stock-based compensation

7,286

7,574
Amortization and accretion of interest and fees, net

3,172

3,113
Amortization of capitalized mortgage servicing rights

36,129

36,731
Originations of loans held-for-sale

(3,940,322)

(3,358,750)
Proceeds from sales of loans held-for-sale, net of gain on sale

4,169,411

3,301,918
Payoffs and paydowns of loans held-for-sale

117

75
Loss on sale of real estate

1,868

—
Mortgage servicing rights

(96,708)

(62,852)
Write-off of capitalized mortgage servicing rights from payoffs

12,610

15,827
Impairment loss on real estate owned

—

1,000
Provision for loss sharing (net of recoveries)

21,706

1,557
Provision for credit losses (net of recoveries)

59,510

—
Net recoveries (charge-offs) for loss sharing obligations

399

(330)
Deferred tax benefit

(5,172)

(1,026)
Income from equity affiliates

(56,758)

(9,133)
Loss on extinguishment of debt

3,546

128
Changes in operating assets and liabilities

(2,378)

5,030
Net cash provided by operating activities

303,701

57,151

Investing Activities:

Loans and investments funded, originated and purchased, net

(1,425,051)

(1,895,092)
Payoffs and paydowns of loans and investments

674,929

1,243,791
Deferred fees

10,338

16,806
Investments in real estate, net

(131)

(207)
Proceeds from sale of real estate, net

7,499

—
Contributions to equity affiliates

(98)

(9,140)
Purchase of securities held-to-maturity, net

(37,927)

(20,000)
Payoffs and paydowns of securities held-to-maturity

8,914

4,590
Due to borrowers and reserves

(50,168)

(23,276)
Net cash used in investing activities

(811,695)

(682,528)

Financing activities:

Proceeds from repurchase agreements and credit facilities

7,565,743

6,866,169
Paydowns and payoffs of repurchase agreements and credit facilities

(7,792,471)

(6,616,055)
Proceeds from issuance of collateralized loan obligations

668,000

533,000
Payoffs and paydowns of collateralized loan obligations

(282,874)

(250,250)
Payoffs of debt fund

(70,000)

—
Proceeds from issuance of common stock

78,550

117,879
Settlements of convertible senior unsecured notes

(22,145)

(3,149)
Proceeds from issuance of senior unsecured notes

345,750

90,000
Redemption of OP Units

(31,255)

(1,673)
Payments of withholding taxes on net settlement of vested stock

(3,494)

(3,634)
Repurchase of common stock

(12,761)

(11,574)
Distributions paid on common stock

(102,283)

(77,178)
Distributions paid on noncontrolling interest

(18,102)

(17,242)
Distributions paid on preferred stock

(5,673)

(5,676)
Payment of deferred financing costs

(17,086)

(10,578)
Net cash provided by financing activities

299,899

610,039
Net decrease in cash, cash equivalents and restricted cash

(208,095)

(15,338)
Cash, cash equivalents and restricted cash at beginning of period

510,562

340,669
Cash, cash equivalents and restricted cash at end of period

$
302,467

$
325,331


	Six Months Ended June 30,
	2021		2020
Operating activities:
Net income (loss)	$	165,368	$	(14,266)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		3,543		3,908
Stock-based compensation		5,375		3,801
Amortization and accretion of interest and fees, net		354		3,007
Amortization of capitalized mortgage servicing rights		28,871		23,713
Originations of loans held-for-sale		(2,741,453)		(2,452,745)
Proceeds from sales of loans held-for-sale, net of gain on sale		3,324,001		2,949,949
Mortgage servicing rights		(63,235)		(54,351)
Write-off of capitalized mortgage servicing rights from payoffs		9,459		9,570
Provision for loss sharing (net of recoveries)		2,201		23,932
Provision for credit losses (net of recoveries)		(8,890)		67,096
Net recoveries (charge-offs) for loss sharing obligations		(859)		233
Deferred tax provision (benefit)		4,439		(9,025)
Income from equity affiliates		(27,010)		(24,401)
Distributions from equity affiliates		18,923		1,192
Loss on extinguishment of debt		1,370		3,546
Payoffs and paydowns of loans held-for-sale		2,322		62
Changes in operating assets and liabilities		2,802		(1,489)
Net cash provided by operating activities		727,581		533,732


Investing Activities:
Loans and investments funded, originated and purchased, net		(2,814,170)		(1,117,004)
Payoffs and paydowns of loans and investments		773,163		459,489
Proceeds from sale of loans and investments		110,000		—
Deferred fees		20,141		5,835
Investments in real estate, net		—		(129)
Contributions to equity affiliates		(21,074)		(60)
Distributions from equity affiliates		17,181		77
Purchase of securities held-to-maturity, net		(23,747)		(37,927)
Payoffs and paydowns of securities held-to-maturity		5,487		5,823
Due to borrowers and reserves		(80,986)		(44,028)
Net cash used in investing activities		(2,014,005)		(727,924)

Financing activities:
Proceeds from credit facilities and repurchase agreements		6,393,023		4,781,801
Paydowns and payoffs of credit facilities and repurchase agreements		(6,610,333)		(5,222,038)
Proceeds from issuance of collateralized loan obligations		1,329,887		668,000
Payoffs and paydowns of collateralized loan obligations		(356,150)		(282,874)
Payoffs and paydowns of debt fund		—		(70,000)
Proceeds from issuance of common stock		328,014		38,008
Proceeds from issuance of preferred stock		222,463		—
Settlements of convertible senior unsecured notes		—		(22,145)
Proceeds from issuance of senior unsecured notes		175,000		345,750
Redemption of preferred stock		(89,296)		—
Redemption of operating partnership units		(21,110)		(1,600)
Payments of withholding taxes on net settlement of vested stock		(5,955)		—
Repurchase of common stock		(23,460)		(12,761)
Distributions to stockholders		(107,317)		(43,140)
Payment of deferred financing costs		(20,592)		(16,342)
Net cash provided by financing activities		1,214,174		162,659
Net decrease in cash, cash equivalents and restricted cash		(72,250)		(31,533)
Cash, cash equivalents and restricted cash at beginning of period		536,998		510,562
Cash, cash equivalents and restricted cash at end of period	$	464,748	$	479,029

See Notes to Consolidated Financial Statements.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)

(in thousands)

Nine Months Ended September 30,

2020

2019

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents at beginning of period

$
299,687

$
160,063
Restricted cash at beginning of period

210,875

180,606
Cash, cash equivalents and restricted cash at beginning of period

$
510,562

$
340,669

Cash and cash equivalents at end of period

$
192,204

$
135,285
Restricted cash at end of period

110,263

190,046
Cash, cash equivalents and restricted cash at end of period

$
302,467

$
325,331

Supplemental cash flow information:

Cash used to pay interest

$
108,573

$
121,972
Cash used to pay taxes

22,810

15,686

Supplemental schedule of non-cash investing and financing activities:

Cummulative-effect adjustment (Note 2)

$
28,607

$
—
Issuance of common stock from convertible debt

93

2,507
Distributions accrued on 8.25% Series A preferred stock

267

267
Distributions accrued on 7.75% Series B preferred stock

203

203
Distributions accrued on 8.50% Series C preferred stock

159

159
Settlements of convertible senior unsecured notes

4,778

1,337
Fair value of conversion feature of convertible senior unsecured notes

185

1,175
Special dividend - common stock issued

—

10,079
Redemption of OP Units for common stock

—

2,939
Special dividend - special voting preferred stock and OP Units issued

—

2,478


	Six Months Ended June 30,
	2021		2020

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents at beginning of period	$	339,528	$	299,687
Restricted cash at beginning of period		197,470		210,875
Cash, cash equivalents and restricted cash at beginning of period	$	536,998	$	510,562

Cash and cash equivalents at end of period	$	215,658	$	384,182
Restricted cash at end of period		249,090		94,847
Cash, cash equivalents and restricted cash at end of period	$	464,748	$	479,029

Supplemental cash flow information:
Cash used to pay interest	$	75,568	$	76,294
Cash used to pay taxes		25,739		2,832

Supplemental schedule of non-cash investing and financing activities:
Loans transferred from loans and investment, net to loans held-for-sale	$	65,204	$	—
Dividends declared on common stock and operating partnership units		—		39,778
Cummulative-effect adjustment (for adoption of credit loss standard)		—		28,607
Issuance of common stock from convertible debt		—		93
Distributions accrued on 8.25% Series A preferred stock		—		267
Distributions accrued on 7.75% Series B preferred stock		—		203
Distributions accrued on 8.50% Series C preferred stock		—		159
Distributions accrued on 6.375% Series D preferred stock		1,181		—
Settlements of convertible senior unsecured notes		—		(4,778)
Fair value of conversion feature of convertible senior unsecured notes		—		(185)

See Notes to Consolidated Financial Statements.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Note 1 — Description of Business

Arbor Realty Trust, Inc. (“we,” “us,” or “our”) is a Maryland corporation formed in 2003. We operate through 2 business segments: our Structured Loan Origination and Investment Business, or ~~"Structured~~“Structured Business,"” and our Agency Loan Origination and Servicing Business, or ~~"Agency~~“Agency Business."”

Through our Structured Business, we invest in a diversified portfolio of structured finance assets in the multifamily, single-family rental (“SFR”) and commercial real estate markets, primarily consisting of bridge 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 ~~also~~ directly acquire real property and invest in real estate-related notes and certain mortgage-related securities.

Through our Agency Business, we originate, sell and service a range of multifamily finance products through the Federal National Mortgage Association ("(“Fannie ~~Mae"~~Mae”) and the Federal Home Loan Mortgage Corporation ("(“Freddie Mac,"” and together with Fannie Mae, the government-sponsored enterprises, or ~~"GSEs"~~“GSEs”), the Government National Mortgage Association ("(“Ginnie ~~Mae"~~Mae”), Federal Housing Authority ~~("FHA"~~(“FHA”) and the U.S. Department of Housing and Urban Development (together with Ginnie Mae and FHA, ~~"HUD"~~“HUD”). We retain the servicing rights and asset management responsibilities on substantially all loans we originate and sell under the GSE and HUD programs. We are an approved Fannie Mae Delegated Underwriting and Servicing ~~("DUS"~~(“DUS”) lender nationally, a Freddie Mac Multifamily Conventional Loan lender, seller/servicer, in New York, New Jersey and Connecticut, a Freddie Mac affordable, manufactured housing, senior housing and small balance loan ~~("SBL"~~(“SBL”) lender, seller/servicer, nationally and a HUD MAP and LEAN senior housing/healthcare lender nationally. We also ~~originate and sell finance products through conduit/commercial mortgage-backed securities ("CMBS") programs and during the third quarter 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.~~“Private Label” loans, and originate and sell finance products through conduit/commercial mortgage-backed securities (“CMBS”) programs. We pool and securitize the Private Label loans and sell ~~certain securities~~certificates in the securitizations to third-party investors, while retaining the servicing rights and the highest risk bottom tranche ~~certificate.~~certificate of the securitization (“APL certificates”).

Substantially all of our operations are conducted through our operating partnership, Arbor Realty Limited Partnership ~~("ARLP"~~(“ARLP”), for which we serve as the indirect general partner, and ARLP's subsidiaries. We are organized to qualify as a real estate investment trust ~~("REIT"~~(“REIT”) for U.S. federal income tax purposes. A REIT is generally not subject to federal income tax on that portion of its REIT-taxable income that is distributed to its stockholders, provided that at least 90% of taxable income is distributed and provided that certain other requirements are met. Certain of our assets that produce non-qualifying REIT income, primarily within the Agency Business, are operated through taxable REIT subsidiaries ~~("TRS"~~(“TRS”), which isare part of our TRS consolidated group (the ~~"TRS~~“TRS Consolidated ~~Group"~~Group”) and isare subject to U.S. federal, state and local income taxes. In general, our TRS entities may hold assets that the REIT cannot hold directly and may engage in real estate or non-real estate-related business. ~~See Note 17 for details.~~

Note 2 — Basis of Presentation and Significant Accounting Policies

Basis of Presentation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), for interim financial statements and the instructions to Form 10-Q. Accordingly, certain information and footnote disclosures normally included in the consolidated financial statements prepared under GAAP have been condensed or omitted. In our opinion, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with our financial statements and notes thereto included in our ~~2019~~2020 Annual Report.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

Principles of Consolidation

These consolidated financial statements include our financial statements and the financial statements of our wholly owned subsidiaries, partnerships and other joint ventures in which we own a controlling interest, including variable interest entities (“VIEs”) of which we are the primary beneficiary. Entities in which we have a significant influence are accounted for under the equity method. Our VIEs are described in Note ~~15.~~14. All significant ~~inter-company~~intercompany transactions and balances have been eliminated in consolidation.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires usmanagement to make estimates and assumptions that could materially affect the amounts reported in the consolidated financial statements and accompanying notes. ~~During the nine months ended September 30,~~Actual results could differ from those estimates. Beginning early 2020, there has been a global outbreak of COVID-19, which has forced many countries, including the United States, to declare national emergencies, to institute ~~"stay-at-home"~~“stay-at-home” orders, to close financial markets and to restrict operations of non-essential businesses. Such actions ~~are creating~~have created significant disruptions in global supply chains, and adversely ~~impacting~~impacted many industries. COVID-19 ~~has had, and may continue to~~could have a continued and prolonged adverse impact on economic and market conditions, which could ~~lead to an extended~~continue a period of global economic slowdown. The impact of COVID-19 on companies ~~is evolving rapidly,~~continues to evolve, and the extent and duration of the economic fallout from this pandemic, both globally and to our business, remain unclear, making any estimate or assumption as of ~~September~~June 30, ~~2020~~2021 inherently less certain than they would be absent the current and potential impacts of COVID-19. ~~Actual results could differ from those estimates.~~

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. ~~The net gain/loss from changes in fair value of derivative instruments~~Our real estate owned assets previously recorded to ~~other income,~~real estate owned, net ison our consolidated balance sheets are now recorded to ~~loss on derivative instruments, net. These reclassifications had no effect on the previously reported net income.~~other assets for all periods presented.

Recently Adopted Accounting Pronouncements

Description		Adoption Date		Effect on Financial Statements
In December 2019, the Financial Accounting Standards Board issued Accounting Standard Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.		First quarter of 2021		The adoption of this guidance did not have a material impact on our consolidated financial statements.

~~Credit Losses~~

Significant Accounting Policies

~~On January 1,~~See Item 8 – Financial Statements and Supplementary Data in our 2020 ~~we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement~~Annual Report for a description of ~~Credit Losses on Financial Instruments (“ASU 2016-13”), which utilizes a current expected credit loss methodology (“CECL”) for the recognition of credit losses for~~ our ~~structured loans and investments, held-to-maturity debt securities and~~significant accounting policies. There have been no significant changes to our loss-sharing obligations related to the Fannie Mae DUS program, at the time the financial asset is originated or acquired. The allowance for credit losses is adjusted each period for changes in expected credit losses. This methodology replaces the multiple existing impairment methods in GAAP and generally requires that a loss be incurred before it is recognized. We adopted ASU 2016-13 using the modified retrospective method, therefore, the results for reporting periods prior to January 1, 2020 are unadjusted and reported in accordance with previously applicable GAAP. In connection with the adoption of ASU 2016-13, we recorded a $28.6 million increase to accumulated deficit, which was net of a deferred tax asset of $3.6 million at January 1,significant accounting policies since December 31, 2020.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

~~The following table illustrates the impact of~~ ~~adopting~~ ~~ASU 2016-13 (in thousands):~~

January 1, 2020


As Reported







Under

As Reported

Impact of

ASU 2016-13

Pre-Adoption

Adoption
Assets:






Allowance for credit losses:






Structured loans and investments (1)

$
88,363

$
71,069

$
17,294
Held-to-maturity debt securities

501

—

501
Deferred tax assets

27,307

23,713

3,594
Liabilities:






Allowance for loss-sharing obligations

16,847

2,441

14,406

~~(1)~~

~~See Note 3 for details by asset class.~~

~~Other Accounting Pronouncements Adopted~~


~~Description~~	~~Adoption Date~~	~~Effect on Financial Statements~~
In November 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. This ASU amends the guidance for determining whether a decision-making fee is a variable interest and requires companies to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required under GAAP).	~~First quarter of 2020~~	~~The adoption of this guidance did not have a material impact on our consolidated financial statements.~~
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820)—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with changes between hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. Early adoption is permitted upon issuance of the update.	~~First quarter of 2020~~	~~The adoption of this guidance did not have a material impact on our consolidated financial statements.~~
In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment. This ASU eliminates step two from the goodwill impairment test, which measures a goodwill impairment loss by comparing the implied fair value with the carrying amount of goodwill.	~~First quarter of 2020~~	~~The adoption of this guidance did not have a material impact on our consolidated financial statements.~~

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

~~Recently Issued Accounting Pronouncements~~


~~Description~~	~~Effective Date~~	~~Effect on Financial Statements~~
In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40), which includes amendments to the guidance on convertible instruments and the derivative scope exception for contracts in an entity's own equity. The guidance also simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20 and requires entities to use the "if-converted" method when calculating diluted earnings per share for convertible instruments.	~~First quarter of 2022, with early adoption permitted beginning in the first quarter of 2021~~	~~We are currently evaluating the timing of our adoption and the impact this guidance may have on our consolidated financial statements.~~
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform.	~~This ASU is effective as of March 12, 2020 through December 31, 2022~~	~~We have not adopted any of the optional expedients or exceptions through~~ ~~September 30, 2020, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.~~

~~Significant Accounting Policies~~

See Item 8 – Financial Statements and Supplementary Data in our 2019 Annual Report for a description of our significant accounting policies. Upon the adoption of ASU 2016-13 on January 1, 2020, we adjusted certain significant accounting policies, as follows:

~~Allowance for Credit Losses.~~ We estimate allowances for credit losses on our structured loans and investments (including unfunded loan commitments), loss-sharing obligations related to the Fannie Mae DUS program and our held-to-maturity debt securities under CECL. This method is based on expected credit losses for the life of the investment as of each balance sheet date. Our estimation of credit losses utilizes information obtained from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts about the future. We have licensed a third party model to assist with the measurement of expected credit losses, which utilizes incurred losses inherent in the portfolio. The loss factors are determined through the generation of probability of defaults (PD) and loss given defaults (LGD) for similar loans with similar credit. These results require a significant amount of judgment applied in selecting inputs and analyzing the results produced by the models to determine the allowance for credit losses. Changes in such estimates can significantly affect our expected credit losses.

Our method for calculating the estimate of expected credit loss takes into account historical experience and current conditions for similar loans and reasonable and supportable forecasts about the future. The reasonable and supportable forecast period is determined based on our assessment of the most likely scenario of assumptions and plausible outcomes for the US economy, level of historical loss forecast estimates, material changes in growth and credit strategy and other factors that may affect our loss experience. We regularly evaluate the reasonable and supportable forecast period to determine if a change is needed.

Beyond our reasonable and supportable forecast period, we generally revert to historical loss information over the remaining loan/asset period, taken from a period that most accurately reflects the expectation of conditions expected to exist during the period of reversion. We may make adjustments to historical loss information for differences in risk that may not reflect the characteristics of our current portfolio, including but not limited to, loan-to-value and debt service coverage ratios, among other relevant factors. The method of reversion selected represents the best estimate of the collectability of the investments and is reevaluated each reporting period. We generally expect to use an average historical loss for reversion, utilizing an immediate or straight line method for the remaining life of the investments.

We also perform a qualitative assessment beyond model estimates, and apply qualitative adjustments as necessary. Our qualitative analysis includes a review of data that may directly impact our estimates including internal and external information about the loan or

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

property including current market conditions, asset specific conditions, property operations or borrower/sponsor details (i.e. refinance, sale, bankruptcy) which allows us to more accurately and reasonably determine the amount of the expected loss for these investments. We also evaluate the contractual life of our assets to determine if changes are needed for contractual extension options, renewals, modifications and prepayments.

To the extent possible, we estimate our allowance for credit losses using a pooling approach for homogeneous assets with similar risk characteristics with the goal of enhancing the precision of their estimate. If particular assets no longer display risk characteristics that are similar to those of the pool, we may decide to revise our pools or perform an individual assessment of expected credit losses. If it is determined that a foreclosure is probable, or we expect repayment through the operation or sale of the collateral and the borrower is experiencing financial difficulty, we calculate expected credit losses based on the fair value of the collateral as of the reporting date.

During the loan review process, if we determine that it is probable that we will be unable to collect all amounts due for both principal and interest according to the contractual terms of a loan, we consider that loan impaired. We evaluate the capitalization and market discount rates, as well as the borrower's operating income and cash flows, in estimating the value of the underlying collateral when determining if a loan is impaired. We may also obtain a third party appraisal, which may value the collateral through an "as-is" or "stabilized value" methodology. Such appraisals may be used as an additional source of valuation information only and no adjustments are made to appraisals. If upon completion of the valuation, the fair value of the underlying collateral securing the impaired loan is less than the net carrying value of the loan, we record a specific allowance for credit losses with a corresponding charge to the provision for credit losses, and remove the impaired loan from the CECL analysis described above.

If the loan modification constitutes a concession whereas we do not receive ample consideration in return for the modification, and the borrower is experiencing financial difficulties and cannot repay the loan under the current terms, then the modification is considered by us to be a troubled debt restructuring. We record interest on modified loans on an accrual basis to the extent the modified loan is contractually current. The allowance for credit losses on a troubled debt restructuring is measured using the same method as all other loans held for investment.

Charge-offs to the allowance for credit losses occur when losses are confirmed through the receipt of cash or other consideration from the completion of a sale; when a modification or restructuring takes place in which we grant a concession to a borrower or agree to a discount in full or partial satisfaction of the loan; when we take ownership and control of the underlying collateral in full satisfaction of the loan; when loans are reclassified as other investments; or when significant collection efforts have ceased and it is highly likely that a loss has been realized.

Loss on restructured loans is recorded when we have granted a concession to the borrower in the form of principal forgiveness related to the payoff or the substitution or addition of a new debtor for the original borrower or when we incur costs on behalf of the borrower related to the modification, payoff or the substitution or addition of a new debtor for the original borrower. When a loan is restructured, we record our investment at net realizable value, taking into account the cost of all concessions at the date of restructuring. In addition, a gain or loss may be recorded upon the sale of a loan to a third party in the consolidated statements of operations in the period in which the loan was sold.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

Note 3 — Loans and Investments

Our Structured Business loan and investment portfolio consists of ($ in thousands):

Wtd. Avg.




Remaining

Wtd. Avg.

Wtd. Avg.

Percent of

Loan

Wtd. Avg.

Months to

First Dollar

Last Dollar

September 30, 2020

Total

Count

Pay Rate (1)

Maturity

LTV Ratio (2)

LTV Ratio (3)

Bridge loans (4)

$
4,648,098

91
%
234

5.24
%
15.5

0
%
77
%
Preferred equity investments

216,882

4
%
12

7.03
%
53.2

66
%
89
%
Mezzanine loans

171,148

4
%
29

7.52
%
45.2

31
%
81
%
Other (5)

60,759

1
%
20

4.89
%
79.9

0
%
70
%

5,096,887

100
%
295

5.39
%
18.9

4
%
78
%
Allowance for credit losses

(146,745)

Unearned revenue

(39,270)

Loans and investments, net

$
4,910,872


																				Wtd. Avg.
																				Remaining	Wtd. Avg.		Wtd. Avg.
															Percent of		Loan	Wtd. Avg.		Months to	First Dollar		Last Dollar
													June 30, 2021		Total		Count	Pay Rate (1)		Maturity	LTV Ratio (2)		LTV Ratio (3)
	December 31, 2019
Bridge loans (4)	$	3,836,832	90	%	217	5.77	%	18.0	0	%	75	%	$	6,907,594	94	%	360	4.75	%	18.6	0	%	75	%
Preferred equity investments		181,058	4	%	10	7.62	%	68.8	69	%	89	%		224,814	3	%	14	6.39	%	44.7	64	%	90	%
Mezzanine loans		191,575	4	%	24	9.70	%	36.7	22	%	73	%		224,107	3	%	29	6.61	%	36.2	27	%	83	%
Other (5)		70,146	2	%	21	2.88	%	84.8	0	%	70	%
Other loans (5)														29,414	<1	%	2	4.63	%	54.2	0	%	69	%
		4,279,611	100	%	272	5.98	%	22.1	4	%	76	%		7,385,929	100	%	405	4.85	%	20.1	3	%	76	%
Allowance for credit losses		(71,069)												(138,447)
Unearned revenue		(18,582)												(33,567)
Loans and investments, net	$	4,189,960											$	7,213,915


	December 31, 2020
Bridge loans (4)	$	5,022,509	92	%	263	5.09	%	16.2	0	%	76	%
Preferred equity investments		224,928	4	%	14	7.07	%	49.8	64	%	89	%
Mezzanine loans		159,242	3	%	29	7.40	%	45.0	32	%	82	%
Other loans (5)		68,403	1	%	22	4.95	%	74.8	0	%	69	%
		5,475,082	100	%	328	5.23	%	19.2	4	%	77	%
Allowance for credit losses		(148,329)
Unearned revenue		(40,885)
Loans and investments, net	$	5,285,868

(1)

“Weighted Average Pay Rate” is a weighted average, based on the unpaid principal balance (“UPB”) of each loan in our portfolio, of the interest rate ~~that is~~ required to be paid monthly as stated in the individual loan agreements. Certain loans and investments that require an additional rate of interest ~~“Accrual Rate”~~“accrual rate” to be paid at maturity are not included in the weighted average pay rate as shown in the table.

(2)	The “First Dollar Loan-to-Value (“LTV”) Ratio” is calculated by comparing the total of our senior most dollar and all senior lien positions within the capital stack to the fair value of the underlying collateral to determine the point at which we will absorb a total loss of our position.

(3)	The “Last Dollar LTV Ratio” is calculated by comparing the total of the carrying value of our loan and all senior lien positions within the capital stack to the fair value of the underlying collateral to determine the point at which we will initially absorb a loss.

(4)

As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, bridge loans included 977 and ~~11,~~38, respectively, ~~single-family rental~~SFR loans with an aggregate UPB of ~~$150.8~~$533.9 million and ~~$66.7~~$309.2 million, respectively, of which ~~$53.7~~$191.5 million and ~~$30.0~~$88.1 million, respectively, was funded.

(5)

As of ~~September~~June 30, ~~2020~~2021, other loans included 2 variable rate SFR permanent loans and as of December 31, ~~2019,~~2020, other loans included ~~20 and 12, respectively, single-family rental~~22 SFR permanent ~~loans with an aggregate UPB of $60.8 million and $41.6 million, respectively, and, at December 31, 2019, there were 9 purchased loans with an aggregate UPB of $28.6 million.~~loans.

During the first quarter of 2021, the Structured Business transferred 21 fixed rate SFR permanent loans with a UPB of $65.2 million to the Agency Business, which represents all fixed rate SFR permanent loans originated. Fixed rate SFR permanent loans are reported through the Agency Business beginning in 2021 and classified as held-for-sale. See Note 4 for further details.

Concentration of Credit Risk

We are subject to concentration risk in that, at ~~September~~June 30, 2021, the UPB related to 21 loans with 5 different borrowers represented 12% of total assets. At December 31, 2020, the UPB related to 22 loans with 5 different borrowers represented ~~13%~~12% of ~~total assets. At December 31, 2019, the UPB related to 24 loans with 5 different borrowers represented 13% of~~

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

total assets. During both the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and the year ended December 31, ~~2019,~~2020, no single loan or investment represented more than 10% of our total assets and no single investor group generated over 10% of our revenue. See Note 1817 for details on our concentration of related party loans and investments.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

We assign a credit risk rating of pass, pass/watch, special mention, substandard or doubtful to each loan and investment, with a pass rating being the lowest risk and a doubtful rating being the highest risk. Each credit risk rating has benchmark guidelines that pertain to debt-service coverage ratios, LTV ratios, borrower strength, asset quality, and funded cash reserves. Other factors such as guarantees, market strength, and remaining loan term and borrower equity are also reviewed and factored into determining the credit risk rating assigned to each loan. This metric provides a helpful snapshot of portfolio quality and credit risk. All portfolio assets are subject to, at a minimum, a thorough quarterly financial evaluation in which historical operating performance and forward-looking projections are reviewed, however, we maintain a higher level of scrutiny and focus on loans that we consider “high risk” and that possess deteriorating credit quality.

Generally speaking, given our typical loan profile, risk ratings of pass, pass/watch and special mention suggest that we expect the loan to make both principal and interest payments according to the contractual terms of the loan agreement. A risk rating of substandard indicates we anticipate the loan may require a modification of some kind. A risk rating of doubtful indicates we expect the loan to underperform over its term, and there could be loss of interest and/or principal. Further, while the above are the primary guidelines used in determining a certain risk rating, subjective items such as borrower strength, market strength or asset quality may result in a rating that is higher or lower than might be indicated by any risk rating matrix.

1411

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

A summary of the loan portfolio’s internal risk ratings and LTV ratios by asset class as of ~~September~~June 30, ~~2020~~2021 is as follows ($ in thousands):


																Wtd. Avg.		Wtd. Avg.																	Wtd. Avg.		Wtd. Avg.
	UPB by Origination Year															First Dollar		Last Dollar		UPB by Origination Year															First Dollar		Last Dollar
Asset Class / Risk Rating	2020		2019		2018		2017		2016		Prior		Total			LTV Ratio		LTV Ratio		2021		2020		2019		2018		2017		Prior		Total			LTV Ratio		LTV Ratio
Multifamily:
Pass	$	646,448	$	354,257	$	19,300	$	47,100	$	—	$	853	$	1,067,958						$	1,852,008	$	753,955	$	44,035	$	—	$	—	$	335	$	2,650,333
Pass/Watch		512,494		1,108,036		139,300		159,000		—		28,800		1,947,630							699,139		817,032		468,975		121,555		36,000		29,150		2,171,851
Special Mention		34,548		587,393		150,903		117,800		—		—		890,644							50,537		415,935		697,673		111,483		98,138		—		1,373,766
Substandard		—		42,100		66,546		34,200		8,250		—		151,096							—		18,840		120,530		16,925		16,500		8,250		181,045
Doubtful																					—		—		—		—		17,700		—		17,700
Total Multifamily	$	1,193,490	$	2,091,786	$	376,049	$	358,100	$	8,250	$	29,653	$	4,057,328		4	%	77	%	$	2,601,684	$	2,005,762	$	1,331,213	$	249,963	$	168,338	$	37,735	$	6,394,695		3	%	76	%
Land:												Percentage of portfolio		80	%																Percentage of portfolio		87	%
Special Mention	$	71,018	$	19,523	$	—	$	19,975	$	—	$	—	$	110,516						$	—	$	8,100	$	—	$	—	$	—	$	—	$	8,100
Substandard		—		—		—		—		—		127,928		127,928							—		71,018		19,523		—		19,975		127,928		238,444
Total Land	$	71,018	$	19,523	$	—	$	19,975	$	—	$	127,928	$	238,444		0	%	92	%	$	—	$	79,118	$	19,523	$	—	$	19,975	$	127,928	$	246,544		0	%	94	%
Healthcare:												Percentage of portfolio		5	%
Pass	$	—	$	6,600	$	10,000	$	—	$	—	$	—	$	16,600
Pass/Watch		—		—		—		41,650		—		—		41,650
Special Mention		—		65,819		51,500		—		—		—		117,319
Substandard		—		8,500		—		—		—		—		8,500
Doubtful		—		—		—		4,625		—		—		4,625
Total Healthcare	$	—	$	80,919	$	61,500	$	46,275	$	—	$	—	$	188,694		0	%	79	%
Student Housing:												Percentage of portfolio		4	%
Special Mention	$	—	$	44,500	$	3,350	$	—	$	—	$	—	$	47,850
Substandard		23,500		—		13,000		67,250		—		—		103,750
Total Student Housing	$	23,500	$	44,500	$	16,350	$	67,250	$	—	$	—	$	151,600		12	%	79	%
Hotel:												Percentage of portfolio		3	%
Substandard	$	60,000	$	91,000	$	—	$	—	$	—	$	—	$	151,000
Total Hotel	$	60,000	$	91,000	$	—	$	—	$	—	$	—	$	151,000		0	%	90	%
Office:												Percentage of portfolio		3	%
Pass	$	—	$	—	$	5,000	$	—	$	—	$	—	$	5,000
Pass/Watch		35,410		—		—		—		—		—		35,410
Special Mention		—		—		42,799		43,151		—		9,681		95,631
Doubtful		—		—		—		—		—		880		880
Total Office	$	35,410	$	—	$	47,799	$	43,151	$	—	$	10,561	$	136,921		3	%	80	%
Single-Family Rental:												Percentage of portfolio		3	%																Percentage of portfolio		3	%
Pass	$	29,804	$	34,640	$	—	$	—	$	—	$	—	$	64,444						$	37,023	$	8,375	$	31,812	$	—	$	—	$	—	$	77,210
Pass/Watch		1,611		38,061		—		—		—		—		39,672							78,882		47,650		8,243		—		—		—		134,775
Special Mention		10,351		—		—		—		—		—		10,351							2,228		6,732		—		—		—		—		8,960
Total Single-Family Rental	$	41,766	$	72,701	$	—	$	—	$	—	$	—	$	114,467		0	%	64	%	$	118,133	$	62,757	$	40,055	$	—	$	—	$	—	$	220,945		0	%	63	%
Other:												Percentage of portfolio		1	%
Healthcare:																															Percentage of portfolio		3	%
Pass	$	—	$	4,000	$	—	$	3,574	$	—	$	—	$	7,574						$	—	$	—	$	6,600	$	—	$	—	$	—	$	6,600
Pass/Watch		—		—		9,000		10,006		—		—		19,006							—		—		—		26,850		—		—		26,850
Special Mention		—		—		26,600		—		—		—		26,600							—		—		65,819		14,650		39,650		—		120,119
Doubtful																					—		—		—		—		4,625		—		4,625
Total Healthcare																				$	—	$	—	$	72,419	$	41,500	$	44,275	$	—	$	158,194		0	%	75	%
Office:																															Percentage of portfolio		2	%
Special Mention																				$	—	$	35,410	$	—	$	42,799	$	43,151	$	9,636	$	130,996
Doubtful																					—		—		—		—		—		880		880
Total Office																				$	—	$	35,410	$	—	$	42,799	$	43,151	$	10,516	$	131,876		0	%	82	%
Student Housing:																															Percentage of portfolio		2	%
Pass																				$	25,700	$	—	$	—	$	—	$	—	$	—	$	25,700
Pass/Watch																					—		—		31,100		—		—		—		31,100
Substandard		—		—		—		—		—		3,553		3,553							—		23,500		—		13,000		24,050		—		60,550
Total Student Housing																				$	25,700	$	23,500	$	31,100	$	13,000	$	24,050	$	—	$	117,350		15	%	74	%
Hotel:																															Percentage of portfolio		2	%
Pass/Watch																				$	—	$	26,000	$	—	$	—	$	—	$	—	$	26,000
Special Mention																					—		—		41,000		—		—		—		41,000
Total Hotel																				$	—	$	26,000	$	41,000	$	—	$	—	$	—	$	67,000		0	%	85	%
Retail:																															Percentage of portfolio		1	%
Pass																				$	—	$	—	$	4,000	$	—	$	—	$	—	$	4,000
Special Mention																					—		—		—		26,600		—		—		26,600
Substandard																					—		—		—		—		—		3,445		3,445
Total Retail																				$	—	$	—	$	4,000	$	26,600	$	—	$	3,445	$	34,045		9	%	72	%
Other:																															Percentage of portfolio		< 1	%
Pass																				$	—	$	—	$	—	$	—	$	13,580	$	—	$	13,580
Doubtful		—		—		—		—		—		1,700		1,700							—		—		—		—		—		1,700		1,700
Total Other	$	—	$	4,000	$	35,600	$	13,580	$	—	$	5,253	$	58,433		7	%	65	%	$	—	$	—	$	—	$	—	$	13,580	$	1,700	$	15,280		7	%	53	%
												Percentage of portfolio		1	%																Percentage of portfolio		< 1	%

Grand Total	$	1,425,184	$	2,404,429	$	537,298	$	548,331	$	8,250	$	173,395	$	5,096,887		4	%	78	%	$	2,745,517	$	2,232,547	$	1,539,310	$	373,862	$	313,369	$	181,324	$	7,385,929		3	%	76	%

Geographic Concentration Risk

As of ~~September~~June 30, ~~2020,~~2021, 18% and 16% ~~and 12%~~ of the outstanding balance of our loan and investment portfolio had underlying properties in New York and Texas, respectively. As of December 31, ~~2019, 18%~~2020, 19% and ~~12%~~11% of the outstanding balance of our loan and investment portfolio had underlying properties in New York and Texas, respectively. No other states represented 10% or more of the total loan and investment portfolio.

1512

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Allowance for Credit Losses

A summary of the changes in the allowance for credit losses is as follows (in thousands):


	Three Months Ended September 30, 2020																		Three Months Ended June 30, 2021
	Land		Multifamily		Retail		Office		Hotel		Student Housing		Healthcare		Other		Total		Land		Multifamily		Retail		Office		Healthcare		Student Housing		Hotel		Other		Total
Allowance for credit losses:
Beginning balance	$	78,094	$	34,606	$	13,981	$	8,532	$	7,672	$	4,110	$	3,930	$	1,886	$	152,811	$	78,096	$	30,029	$	13,848	$	8,051	$	3,872	$	3,498	$	7,754	$	2,152	$	147,300
Provision for credit losses (net of recoveries)		(84)		103		(40)		(6,589)		(133)		675		(21)		23		(6,066)		(39)		131		(29)		(229)		(6)		(1,133)		(7,529)		(19)		(8,853)
Ending balance	$	78,010	$	34,709	$	13,941	$	1,943	$	7,539	$	4,785	$	3,909	$	1,909	$	146,745	$	78,057	$	30,160	$	13,819	$	7,822	$	3,866	$	2,365	$	225	$	2,133	$	138,447


	Three Months Ended September 30, 2019																		Three Months Ended June 30, 2020
Allowance for credit losses	$	67,869	$	—	$	—	$	1,500	$	—	$	—	$	—	$	1,700	$	71,069
Allowance for credit losses:
Beginning balance																			$	78,418	$	31,891	$	11,322	$	6,096	$	3,934	$	1,142	$	7,528	$	1,921	$	142,252
Provision for credit losses (net of recoveries)																				(324)		2,715		2,659		2,436		(4)		2,968		144		(35)		10,559
Ending balance																			$	78,094	$	34,606	$	13,981	$	8,532	$	3,930	$	4,110	$	7,672	$	1,886	$	152,811


	Nine Months Ended September 30, 2020																		Six Months Ended June 30, 2021
Allowance for credit losses:
Beginning balance, prior to adoption of CECL	$	67,869	$	—	$	—	$	1,500	$	—	$	—	$	—	$	1,700	$	71,069
Impact of adopting CECL - January 1, 2020		77		16,322		335		287		29		68		64		112		17,294
Beginning balance																			$	78,150	$	36,468	$	13,861	$	1,846	$	3,880	$	4,078	$	7,759	$	2,287	$	148,329
Provision for credit losses (net of recoveries)		10,064		18,387		13,606		156		7,510		4,717		3,845		97		58,382		(93)		(6,308)		(42)		5,976		(14)		(1,713)		(7,534)		(154)		(9,882)
Ending balance	$	78,010	$	34,709	$	13,941	$	1,943	$	7,539	$	4,785	$	3,909	$	1,909	$	146,745	$	78,057	$	30,160	$	13,819	$	7,822	$	3,866	$	2,365	$	225	$	2,133	$	138,447

	Nine Months Ended September 30, 2019
Allowance for credit losses	$	67,869	$	—	$	—	$	1,500	$	—	$	—	$	—	$	1,700	$	71,069


	Six Months Ended June 30, 2020
Allowance for credit losses:
Beginning balance, prior to adoption of CECL	$	67,869	$	—	$	—	$	1,500	$	—	$	—	$	—	$	1,700	$	71,069
Impact of adopting CECL - January 1, 2020		77		16,322		335		287		64		68		29		112		17,294
Provision for credit losses (net of recoveries)		10,148		18,284		13,646		6,745		3,866		4,042		7,643		74		64,448
Ending balance	$	78,094	$	34,606	$	13,981	$	8,532	$	3,930	$	4,110	$	7,672	$	1,886	$	152,811

The decrease in the provision for credit losses during the three months ended September 30, 2020 of $6.1 million was due to improved market conditions and expected future forecasts during the third quarter of 2020. The increase in the provision for credit losses during the nine months ended September 30, 2020 of $58.4 million, compared to the January 1, 2020 cumulative-effect adjustment upon adoption of CECL of $17.3 million, is primarily attributed to the significant adverse change in the economic outlook during the first half of 2020 due to the COVID-19 pandemic. Our estimate of allowance for credit losses on our structured loans and investments, including related unfunded loan commitments, ~~during 2020~~ was based on a reasonable and supportable forecast period that was adjusted for the expectations that the markets we operate in will experience ~~declines~~moderate improvements in economic conditions, ~~increases~~decreases in unemployment rates, continued low interest rates and other market ~~driven~~ factors ~~largely the result of~~including positive developments in the COVID-19 ~~pandemic~~pandemic.

The expected credit losses over the contractual period of our loans also include the obligation to extend credit through our unfunded loan commitments. Our current expected credit loss (“CECL”) allowance for unfunded loan commitments are adjusted quarterly and correspond with the associated outstanding loans. As of June 30, 2021 and December 31, 2020, we had outstanding unfunded commitments of $524.7 million and $353.8 million, respectively, that ~~will likely impact loan delinquencies, modifications~~we are obligated to fund as borrowers meet certain requirements.

As of June 30, 2021 and ~~potential risk of loss. For the periods beyond the reasonable and supportable forecast, we reverted~~December 31, 2020, accrued interest receivable related to our ~~historical loss rate, which~~loans totaling $52.9 million and $41.6 million, respectively, was ~~adjusted to address for factors that are not present~~excluded from the estimate of credit losses and is included in ~~our existing portfolio. We also made adjustments for loans that are expected to extend based~~other assets on ~~available extension options and~~ the ~~timing of their maturities in relation to current economic conditions.~~consolidated balance sheets.

1613

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

The expected credit losses over the contractual period of our loans also include the obligation to extend credit through our unfunded loan commitments. Our CECL allowance for unfunded loan commitments are adjusted quarterly and correspond with the associated outstanding loans. As of September 30, 2020, we had outstanding unfunded commitments of $194.9 million that we are obligated to fund as borrowers meet certain requirements.

As of September 30, 2020, accrued interest receivable related to our loans totaling $38.1 million was excluded from the estimate of credit losses and is included in other assets on the consolidated balance sheet.

All of our structured loans and investments are collateral dependent, and as such, the measurement of credit losses may be based on the difference between the fair value of the underlying collateral and the carrying value of the assets as of the period end. ~~A summary of our specific loans considered impaired by asset class is as follows (in thousands):~~

September 30, 2020

Wtd. Avg. First

Wtd. Avg. Last

Carrying

Allowance for
Dollar LTV

Dollar LTV

Asset Class

UPB (1)

Value

Credit Losses
Ratio

Ratio

Land

$
134,215

$
127,378

$
77,869

0
%

98
%
Hotel

110,000

89,216

7,500

0
%

94
%
Retail

30,154

28,774

13,926

11
%

74
%
Healthcare

4,625

4,673

3,845

0
%

83
%
Office

2,181

2,181

1,500

0
%

73
%
Commercial

1,700

1,700

1,700

63
%

63
%
Total

$
282,875

$
253,922

$
106,340

0
%

87
%

December 31, 2019

Land

$
134,215

$
126,800

$
67,869


0
%

97
%
Office

2,226

2,226

1,500

0
%

78
%
Commercial

1,700

1,700

1,700

63
%

63
%
Total

$
138,141

$
130,726

$
71,069

1
%

96
%

~~(1)~~

~~Represents the UPB of 10 and 5 impaired loans (less unearned revenue and other holdbacks and adjustments) by asset class at September 30, 2020 and December 31, 2019, respectively.~~

There were 0 loans for which the fair value of the collateral securing the loan was less than the carrying value of the loan for which we had not recorded a provision for credit loss as of September 30, 2020 and December 31, 2019.

At September 30, 2020, 8 loans with an aggregate net carrying value of $53.8 million, net of related loan loss reserves of $9.1 million, were classified as non-performing and, at December 31, 2019, 3 loans with an aggregate net carrying value of $1.8 million, net of related loan loss reserves of $1.7 million, were classified as non-performing. Income from non-performing loans is generally recognized on a cash basis when it is received. Full income recognition will resume when the loan becomes contractually current and performance has recommenced.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

All of our structured loans and investments are secured by real estate assets or by interests in real estate assets, and, as such, the measurement of credit losses may be based on the difference between the fair value of the underlying collateral and the carrying value of the assets as of the period end. A summary of our specific loans considered impaired by asset class is as follows (in thousands):


	June 30, 2021
							Wtd. Avg. First		Wtd. Avg. Last
			Carrying		Allowance for		Dollar LTV		Dollar LTV
Asset Class	UPB (1)		Value		Credit Losses		Ratio		Ratio
Land	$	134,215	$	127,829	$	77,868	0	%	99	%
Retail		30,045		29,328		13,818	10	%	77	%
Healthcare		4,625		4,673		3,845	0	%	83	%
Office		2,136		2,136		1,500	0	%	68	%
Commercial		1,700		1,700		1,700	63	%	63	%
Total	$	172,721	$	165,666	$	98,731	2	%	94	%


	December 31, 2020
Land	$	134,215	$	127,829	$	77,869	0	%	99	%
Hotel		110,000		89,613		7,500	0	%	94	%
Retail		30,079		28,957		13,851	10	%	75	%
Healthcare		4,625		4,673		3,845	0	%	83	%
Office		2,166		2,166		1,500	0	%	71	%
Commercial		1,700		1,700		1,700	63	%	63	%
Total	$	282,785	$	254,938	$	106,265	1	%	94	%

(1)	Represents the UPB of 9 and 10 impaired loans (less unearned revenue and other holdbacks and adjustments) by asset class at June 30, 2021 and December 31, 2020, respectively.

At June 30, 2021, 8 loans with an aggregate net carrying value of $77.5 million, net of related loan loss reserves of $6.5 million, were classified as non-performing and, at December 31, 2020, 7 loans with an aggregate net carrying value of $53.8 million, net of related loan loss reserves of $6.5 million, were classified as non-performing. Income from non-performing loans is generally recognized on a cash basis when it is received. Full income recognition will resume when the loan becomes contractually current and performance has recommenced.

A summary of our non-performing loans by asset class is as follows (in thousands):


	September 30, 2020						December 31, 2019						June 30, 2021						December 31, 2020
			Less Than		Greater Than				Less Than		Greater Than				Less Than		Greater Than				Less Than		Greater Than
			90 Days		90 Days				90 Days		90 Days				90 Days		90 Days				90 Days		90 Days
	UPB		Past Due		Past Due		UPB		Past Due		Past Due		UPB		Past Due		Past Due		UPB		Past Due		Past Due
Student Housing	$	36,500	$	—	$	36,500	$	—	$	—	$	—	$	60,550	$	—	$	60,550	$	36,500	$	—	$	36,500
Multifamily		17,700		—		17,700		—		—		—		17,700		—		17,700		17,700		—		17,700
Healthcare		4,625		—		4,625		—		—		—		4,625		—		4,625		4,625		—		4,625
Commercial														1,700		—		1,700		1,700		—		1,700
Retail		3,553		—		3,553		1,000		—		1,000		920		—		920		920		—		920
Commercial		1,700		—		1,700		1,700		—		1,700
Office		880		—		880		880		—		880		880		—		880		880		—		880
Total	$	64,958	$	—	$	64,958	$	3,580	$	—	$	3,580	$	86,375	$	—	$	86,375	$	62,325	$	—	$	62,325

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

In addition, we have 6 loans with a carrying value totaling ~~$120.9~~$121.3 million at ~~September~~June 30, ~~2020,~~2021, that are collateralized by a land development project. ~~These loans were scheduled to mature in September 2020 and we are currently in negotiations with the borrower to extend the maturity.~~ The loans do not carry a current pay rate of interest, however, 5 of the loans with a carrying value totaling ~~$111.5~~$112.0 million entitle us to a weighted average accrual rate of interest of ~~7.86%~~7.91%. In 2008, we suspended the recording of the accrual rate of interest on these loans, as they were impaired and we deemed the collection of this interest to be doubtful. At ~~September~~both June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had a cumulative allowance for credit losses of $71.4 million ~~and $61.4 million, respectively,~~ related to these loans. The loans are subject to certain risks associated with a development project including, but not limited to, availability of construction financing, increases in projected construction costs, demand for the development's outputs upon completion of the project, and litigation risk. Additionally, these loans were not classified as non-performing as the borrower is in compliance with all of the terms and conditions of the loans.

At both ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had 0 loans contractually past due 90 days or more that are still accruing interest. During both the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, interest income recognized on nonaccrual loans was de minimis.

In ~~the fourth quarter of~~ 2019, we purchased $50.0 million of a $110.0 million bridge loan, which is collateralized by a hotel property and scheduled to mature in December 2022. In the first quarter of 2020, we recorded a $7.5 million allowance for credit losses due to a reduction in the ~~appraisal~~appraised value of the property. In August 2020, we purchased the remaining $60.0 million bridge loan at a discount for $39.9 million, which we determined had experienced a more than insignificant deterioration in credit quality since origination and, therefore, deemed to be a purchased loan with credit deterioration. The total discount received of $20.1 million was classified as a noncredit discount and no portion of the discount was allocated to allowance for credit losses at the date of purchase since the appraised value of the property iswas greater than the purchase price. Shortly after the purchase, we entered into a forbearance agreement with the borrower to temporarily reduce the interest rate from LIBOR plus 3.00% with a 1.50% LIBOR floor to a pay rate of 1.00% and to include a $10.0 million principal reduction if the loan is ~~paid-off~~paid off by March 2, 2021. ~~The temporary~~In January 2021, we entered into a second forbearance agreement which temporarily eliminated the pay rate, extended the principal reduction inpayoff deadline to June 30, 2021 and increased the interest rate to an unaccrued default rate of 9.50%, which is deferred to payoff. In June 2021, we received $95.0 million for full satisfaction of these loans, reversed the $7.5 million allowance for credit losses and recorded interest income of $3.5 million.

In August 2020, we entered into a loan modification agreement on a $26.5 million bridge loan with an interest rate of LIBOR plus 6.00% with a 2.375% LIBOR floor and a $6.1 million mezzanine loan with a fixed rate of 12% collateralized by a retail property to: (1) reduce the interest rate on both loans to the greater of: (i) LIBOR plus 5.50% and (ii) 6.50%, and (2) to extend the maturity ~~date~~ three years to December 2024. A portion of the foregoing interest equal to 2.00% will be deferred to payoff and will be waived if the loan is ~~paid-off~~paid off by December 31, 2022. The loan modification agreement also includes a $6.0 million required principal paydown, which occurred at the closing of the modification transaction, and an $8.0 million principal reduction once the borrower deposits an additional reserve deposit of approximately $4.6 million by December 31, 2021. We have the ability to potentially recapture up to $8.0 million of the principal reduction to the extent that the property is sold or refinanced in excess of the debt.

These 2 loan modifications were deemed troubled debt restructurings. There were 0 other loan modifications, refinancing's and/or extensions during ~~2019~~the six months ended June 30, 2021 and 2020 that were considered troubled debt restructurings.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

Given the transitional nature of some of our real estate loans, we may require funds to be placed into an interest reserve, based on contractual requirements, to cover debt service costs. At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had total interest reserves of ~~$56.6~~$84.4 million and ~~$37.0~~$78.3 million, respectively, on ~~152~~262 loans and ~~131~~186 loans, respectively, with an aggregate UPB of ~~$2.99~~$4.69 billion and ~~$2.43~~$3.60 billion, respectively.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

Note 4 — Loans Held-for-Sale, Net

Our GSE loans held-for-sale are typically sold within 60 days of loan origination, while our Private Label loans are generally expected to be sold and securitized within 180 days of loan origination. Loans held-for-sale, net consists of the following (in thousands):


	September 30, 2020		December 31, 2019		June 30, 2021		December 31, 2020
Fannie Mae	$	392,343	$	408,534	$	220,944	$	679,342
Private Label						135,934		56,186
FHA						50,770		53,063
Freddie Mac		155,729		36,303		39,806		180,004
FHA		58,546		1,082
Private Label		11,302		401,207
SFR - Fixed Rate						1,486		—
		617,920		847,126		448,940		968,595
Fair value of future MSR		14,577		16,519		9,669		21,600
Unearned discount		(1,359)		(2,285)		(962)		(3,276)
Loans held-for-sale, net	$	631,138	$	861,360	$	457,647	$	986,919

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we sold ~~$1.22~~$1.48 billion and ~~$4.17~~$3.32 billion, respectively, of loans held-for-sale and recorded gain on sales, including fees, of ~~$19.2~~$40.9 million and ~~$57.3~~$69.8 million, respectively. During the three and six months ended June 30, 2020, we sold $1.99 billion and $2.95 billion, respectively, of loans held-for-sale and recorded gain on sales, including fees, of $26.4 million and $40.7 million, respectively.

Included in the total loans sold ~~in the second quarter of~~during 2021 and 2020 were Private Label loans totaling $449.9 million and $727.2 million, respectively, which were sold to an unconsolidated ~~affiliate~~affiliates of ours who pooled and securitized the ~~loans in May 2020.~~loans. We retained the most subordinate class of certificates in the ~~securitization~~2021 and 2020 securitizations totaling $38.2 million and $63.6 million, respectively, in satisfaction of credit risk retention requirements (see Note 7 for details), and we are also the primary servicer of the mortgage loans. In addition, the total loans sold during 2021 included 23 fixed rate SFR permanent loans totaling $75.3 million which resulted in a gain on sale of $2.8 million.

~~During the three and nine months ended September~~At June 30, ~~2019, we sold $1.49 billion and $3.51 billion, respectively, of loans held-for-sale and recorded gain on sales of $20.1 million and $48.1 million, respectively. At September 30, 2020~~2021 and December 31, ~~2019,~~2020, there were 0 loans held-for-sale that were 90 days or more past due, and there were 0 loans held-for-sale that were placed on a non-accrual status.

Note 5 — Capitalized Mortgage Servicing Rights

Our capitalized mortgage servicing rights (“MSRs”) reflect commercial real estate MSRs derived from loans sold in our Agency Business or acquired MSRs. The discount rates used to determine the present value of our MSRs throughout the periods presented for all MSRs were between 8% - 13% (representing a weighted average discount rate of ~~11%~~10%) based on our best estimate of market discount rates. The weighted average estimated life remaining of our MSRs was ~~8.3 years and 8.0~~8.6 years at ~~September~~both June 30, ~~2020~~2021 and December 31, ~~2019, respectively.~~2020.

1916

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

A summary of our capitalized MSR activity is as follows (in thousands):


	Three Months Ended September 30, 2020						Nine Months Ended September 30, 2020						Three Months Ended June 30, 2021						Six Months Ended June 30, 2021
	Originated		Acquired		Total		Originated		Acquired		Total		Originated		Acquired		Total		Originated		Acquired		Total
Beginning balance	$	260,452	$	52,836	$	313,288	$	221,901	$	64,519	$	286,420	$	367,428	$	39,552	$	406,980	$	336,466	$	43,508	$	379,974
Additions		37,403		—		37,403		97,554		—		97,554		31,971		—		31,971		77,009		—		77,009
Amortization		(8,811)		(3,605)		(12,416)		(24,425)		(11,704)		(36,129)		(11,796)		(2,871)		(14,667)		(22,875)		(5,996)		(28,871)
Write-downs and payoffs		(2,081)		(959)		(3,040)		(8,067)		(4,543)		(12,610)		(4,540)		(1,091)		(5,631)		(7,537)		(1,922)		(9,459)
Ending balance	$	286,963	$	48,272	$	335,235	$	286,963	$	48,272	$	335,235	$	383,063	$	35,590	$	418,653	$	383,063	$	35,590	$	418,653


	Three Months Ended September 30, 2019						Nine Months Ended September 30, 2019						Three Months Ended June 30, 2020						Six Months Ended June 30, 2020
Beginning balance	$	197,156	$	79,492	$	276,648	$	176,686	$	97,084	$	273,770	$	230,377	$	58,577	$	288,954	$	221,901	$	64,519	$	286,420
Additions		25,945		—		25,945		62,477		—		62,477		39,875		—		39,875		60,151		—		60,151
Amortization		(7,084)		(5,041)		(12,125)		(20,229)		(16,502)		(36,731)		(7,998)		(3,893)		(11,891)		(15,614)		(8,099)		(23,713)
Write-downs and payoffs		(3,772)		(3,008)		(6,780)		(6,689)		(9,139)		(15,828)		(1,802)		(1,848)		(3,650)		(5,986)		(3,584)		(9,570)
Ending balance	$	212,245	$	71,443	$	283,688	$	212,245	$	71,443	$	283,688	$	260,452	$	52,836	$	313,288	$	260,452	$	52,836	$	313,288

We collected prepayment fees totaling ~~$2.0~~$4.2 million and ~~$10.1~~$6.9 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~$5.3~~$3.0 million and ~~$13.8~~$8.1 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively. Prepayment fees are included as a component of servicing revenue, net on the consolidated statements of ~~income.~~operations. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had 0 valuation allowance recorded on any of our MSRs.

The expected amortization of capitalized MSRs recorded as of ~~September~~June 30, ~~2020~~2021 is as follows (in thousands):


Year	Amortization		Amortization
2020 (three months ending 12/31/2020)	$	12,869
2021		49,613
2021 (six months ending 12/31/2021)			$	29,936
2022		45,577		57,277
2023		41,522		53,613
2024		37,388		49,872
2025		34,236		46,778
2026				42,711
Thereafter		114,030		138,466
Total	$	335,235	$	418,653

Actual amortization may vary from these estimates.

2017

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Note 6 — Mortgage Servicing

Product and geographic concentrations that impact our servicing revenue are as follows ($ in thousands):


September 30, 2020
June 30, 2021									June 30, 2021
Product Concentrations	Product Concentrations					Geographic Concentrations			Product Concentrations					Geographic Concentrations
							UPB								UPB
				Percent of			Percentage					Percent of			Percentage
Product		UPB (1)		Total		State	of Total			UPB (1)		Total		State	of Total
Fannie Mae		$	16,462,041	73	%	Texas	17	%		$	19,191,969	74	%	Texas	15	%
Freddie Mac			4,687,197	21	%	New York	9	%			4,708,457	18	%	New York	11	%
Private Label (2)			727,063	3	%	North Carolina	9	%			1,176,627	5	%	North Carolina	9	%
FHA			685,263	3	%	California	8	%			882,899	3	%	California	8	%
SFR - Fixed Rate											75,103	<1	%	Florida	6	%
Total		$	22,561,564	100	%	Florida	7	%		$	26,035,055	100	%	Georgia	6	%
						Georgia	6	%						New Jersey	5	%
						Other (3)	44	%						Other (3)	40	%
						Total	100	%						Total	100	%


December 31, 2019
December 31, 2020								December 31, 2020
Fannie Mae	$	14,832,844	74	%	Texas	19	%		$	18,268,268	74	%	Texas	16	%
Freddie Mac		4,534,714	23	%	North Carolina	9	%			4,881,080	20	%	New York	9	%
FHA		691,519	3	%	New York	9	%			752,116	3	%	North Carolina	9	%
Private Label										726,992	3	%	California	9	%
Total	$	20,059,077	100	%	California	9	%		$	24,628,456	100	%	Florida	7	%
					Florida	6	%						Georgia	6	%
					Georgia	6	%						New Jersey	4	%
					Other (3)	42	%						Other (3)	40	%
					Total	100	%						Total	100	%

(1)	Excludes loans which we are not collecting a servicing fee.

(2)	Represents loans we service in connection with our Private Label ~~securitization in May 2020~~securitizations (see Note 4 for details).

(3)	NaN other individual state represented 4% or more of the total.

At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, our weighted average servicing fee was ~~44.8~~45.9 basis points and ~~43.8~~45.4 basis points, respectively. At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we held total escrow balances of ~~$1.15~~$1.53 billion and ~~$947.1 million,~~$1.29 billion, respectively, which is not reflected in our consolidated balance sheets. Of the total escrow balances, we held ~~$784.4~~$810.2 million and ~~$562.1~~$867.6 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, related to loans we are servicing within our Agency Business. These escrows are maintained in separate accounts at several federally insured depository institutions, which may exceed FDIC insured limits. We earn interest income on the total escrow deposits, generally based on a market rate of interest negotiated with the financial institutions that hold the escrow deposits. Interest earned on total escrows, net of interest paid to the borrower, was ~~$1.3~~$1.1 million and ~~$5.8~~$2.2 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~$4.7~~$1.4 million and ~~$12.9~~$4.5 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, and is a component of servicing revenue, net in the consolidated statements of ~~income.~~operations.

2118

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Note 7 — Securities Held-to-Maturity

Agency Private Label Certificates (“APL certificates”). In connection with our Private Label securitizations, we retain the most subordinate class of the APL certificates in satisfaction of credit risk retention requirements. As of June 30, 2021, we retained APL certificates with an initial face value of $101.9 million, which were purchased at a discount for $61.7 million. These certificates are collateralized by 10-year fixed rate first mortgage loans on multifamily properties, bear interest at an initial weighted average variable rate of 4.51% and have an estimated weighted average remaining maturity of 8.9 years. The weighted average effective interest rate was 10.09% and 10.15% at June 30, 2021 and December 31, 2020, respectively, and the full $101.9 million is expected to mature after five years through ten years.

Agency B Piece Bonds. Freddie Mac may choose to hold, sell or securitize loans we sell to them under the Freddie Mac SBL program. As part of the securitizations under the SBL program, we have the ~~option~~ability to purchase the B Piece bond through a bidding process, which represents the bottom 10%, or highest risk, of the securitization. As of ~~September~~June 30, ~~2020,~~2021, we retained 49%, or $106.2 million initial face value, of 7 B Piece bonds, which were purchased at a discount for $74.7 million, and sold the remaining 51% to a third-party at par. These securities are collateralized by a pool of multifamily mortgage loans, bear interest at an initial weighted average variable rate of 3.74% and have an estimated weighted average remaining maturity of ~~5.7~~6.0 years. The weighted average effective interest rate was ~~10.68%~~11.12% and 10.85% at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, including the accretion of a portion of the discount deemed collectible. Approximately ~~$12.8~~$12.1 million is estimated to mature within one year, ~~$37.8~~$31.9 million is estimated to mature after one year through five years, ~~$14.6~~$8.7 million is estimated to mature after five years through ten years and ~~$15.8~~$16.4 million is estimated to mature after ten ~~years.~~

~~Agency Private Label Certificates.~~ In connection with our $727.2 million Private Label securitization in May 2020, we retained the most subordinate class of certificates with an initial face value of $63.6 million (the “APL certificates”). We purchased the APL certificates at a discount for $37.9 million, which are collateralized by a pool of 40 fixed rate 10-year mortgage loans secured by first mortgage leans on 49 multifamily properties, bear interest at an initial weighted average variable rate of 4.95% and have an estimated weighted average remaining maturity of 9.3 years. The weighted average effective interest rate was 10.15% at September 30, 2020 and the full $63.6 million is expected to mature after five years through ten years.

~~Structured Single-Family Rental Bonds (“SFR bonds”).~~ As of September 30, 2020, we held $20.0 million initial face value of Class A2 securitized SFR bonds at par, which are collateralized by a pool of single-family rental properties. These securities have a three-year maturity, bear interest at a weighted average fixed interest rate of 4.58% and have an estimated weighted average remaining maturity of 0.4 years. Approximately $19.0 million is estimated to mature within one year and $1.0 million is estimated to mature after one year through five years.

A summary of our securities held-to-maturity is as follows (in thousands):


			Net Carrying		Unrealized		Estimated		Allowance for				Net Carrying		Unrealized		Estimated		Allowance for
	Face Value		Value		Gain/(Loss)		Fair Value		Credit Losses		Face Value		Value		Gain/(Loss)		Fair Value		Credit Losses
September 30, 2020
June 30, 2021
APL certificates											$	101,868	$	61,600	$	6,368	$	67,968	$	1,568
B Piece bonds	$	80,929	$	60,662	$	953	$	61,615	$	861		69,133		53,096		3,939		57,035		547
Total											$	171,001	$	114,696	$	10,307	$	125,003	$	2,115
December 31, 2020
APL certificates		63,627		37,598		(2,012)		35,586		767	$	63,627	$	37,685	$	(2,105)	$	35,580	$	1,023
SFR bonds		20,000		20,000		(1,588)		18,412		—
B Piece bonds												76,497		57,839		709		58,548		621
Total	$	164,556	$	118,260	$	(2,647)	$	115,613	$	1,628	$	140,124	$	95,524	$	(1,396)	$	94,128	$	1,644
December 31, 2019
B Piece bonds	$	91,028	$	68,699	$	2,965	$	71,664	$	—
SFR bonds		20,000		20,000		74		20,074		—
Total	$	111,028	$	88,699	$	3,039	$	91,738	$	—

A summary of the changes in the allowance for credit losses for our securities held-to-maturity is as follows (in thousands):


	Three Months Ended September 30, 2020						Three Months Ended June 30, 2021
	APL		B Piece				APL		B Piece
	Certificates		Bonds		Total		Certificates		Bonds		Total
Beginning balance	$	2,079	$	1,069	$	3,148	$	991	$	606	$	1,597
Provision for credit loss expense		(1,312)		(208)		(1,520)		577		(59)		518
Ending balance	$	767	$	861	$	1,628	$	1,568	$	547	$	2,115

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~


	Nine Months Ended September 30, 2020						Six Months Ended June 30, 2021
	APL Certificates		B Piece Bonds		Total

Beginning balance, prior to adoption of CECL	$	—	$	—	$	—
Impact of adopting CECL - January 1, 2020		—		501		501
Beginning balance							$	1,023	$	621	$	1,644
Provision for credit loss expense		767		360		1,127		545		(74)		471
Ending balance	$	767	$	861	$	1,628	$	1,568	$	547	$	2,115

The allowance for credit losses on our held-to-maturity securities was estimated on a collective basis by major security type and was based on a reasonable and supportable forecast period and a historical loss reversion for similar securities. The issuers continue to make timely principal and interest payments and we continue to accrue interest on all our securities. As of ~~September~~June 30, ~~2020,~~2021, 0 other-than-temporary impairment was recorded on our held-to-maturity securities.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

We recorded interest income (including the amortization of discount) related to these investments of ~~$2.9~~$3.1 million and ~~$6.9~~$6.0 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~$2.3~~$1.7 million and ~~$6.8~~$4.0 million during the three and ~~nine~~six months ended ~~September 30, 2019, respectively. As of September~~June 30, 2020, ~~accrued interest receivable related to these bonds totaling $0.6 million was excluded from the estimate of credit losses and is included in other assets on the consolidated balance sheet.~~respectively.

Note 8 — Investments in Equity Affiliates

We account for all investments in equity affiliates under the equity method. A summary of ~~our~~these investments ~~in equity affiliates~~ is as follows (in thousands):


					UPB of Loans to						UPB of Loans to
	Investments in Equity Affiliates at				Equity Affiliates at		Investments in Equity Affiliates at				Equity Affiliates at
Equity Affiliates	September 30, 2020		December 31, 2019		September 30, 2020		June 30, 2021		December 31, 2020		June 30, 2021
Arbor Residential Investor LLC	$	67,783	$	26,520	$	—	$	67,717	$	59,150	$	—
AMAC Holdings III LLC		9,746		10,520		—		13,795		10,308		—
North Vermont Avenue		2,473		2,440		—		2,421		2,496		—
Lightstone Value Plus REIT L.P		1,895		1,895		—
Lightstone Value Plus REIT L.P.								1,895		1,895		—
JT Prime		425		425		—		425		425		—
West Shore Café		—		—		1,687		—		—		1,687
Lexford Portfolio		—		—		—		—		—		—
East River Portfolio		—		—		—		—		—		—
Total	$	82,322	$	41,800	$	1,687	$	86,253	$	74,274	$	1,687

Arbor Residential Investor LLC (“ARI”). During the three and ~~nine~~six months ended ~~September~~June 30, 2021, we recorded income of $4.8 million and $27.3 million, respectively, and during the three and six months ended June 30, 2020, we recorded income of ~~$32.3~~$20.9 million and ~~$56.1~~$23.8 million, respectively, ~~and~~ ~~during the three and nine months ended September 30, 2019, we recorded income of $2.6 million and $6.1 million, respectively,~~ to income from equity affiliates in our consolidated statements of ~~income.~~operations. During the ~~third~~three and six months ended June 30, 2021, we also received cash distributions totaling $5.6 million and $18.7 million from this investment, respectively, which were classified as returns of capital. In January 2021, an equity investor in the underlying residential mortgage banking business exercised their right to purchase an additional interest in this investment, which decreased our indirect interest to 12.3%. The allocation of income is based on the underlying agreements, which may be different than our indirect interest, and was 9.2% as of June 30, 2021.

Summarized statements of income for Wakefield Investment Holdings LLC, the third-party entity formed to hold the underlying residential mortgage banking business, are as follows (in thousands):


	Six Months Ended June 30,
	2021		2020
Statements of Income:
Total revenues	$	630,400	$	689,728
Total expenses		476,710		506,259
Net income	$	153,690	$	183,469

AMAC Holdings III LLC (“AMAC III”). During the first quarter of ~~2020,~~2021, we funded an additional $4.0 million of a total committed investment of $30.0 million, which brings the total funded investment to $15.7 million at June 30, 2021. During the three and six months ended June 30, 2021 the loss recorded from this investment was $0.3 million and $0.5 million, respectively.

Century Summerfield Apartments. During the first quarter of 2021, we funded $17.0 million of a total committed investment of $20.0 million for a 50% equity interest in a joint venture with a third party that was formed to invest in an apartment community. During the second quarter of 2021, this joint venture was dissolved and we received distributions totaling $17.2 million and recorded a ~~$15.0~~$0.2 million ~~cash distribution from this equity investment, which was classified as a return on capital.~~gain.

See Note 17 for details of certain investments described above.

2320

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

~~Summarized statements of income for our investment in ARI are as follows (in thousands):~~

Nine Months Ended September 30,


2020

2019
Statements of Income:




Total revenues

$
1,050,946

$
335,610
Total expenses

665,552

294,660
Net income

$
385,394

$
40,950

~~Lexford Portfolio.~~ During the first quarter of 2020, we received distributions of $1.1 million and during the three and nine months ended September 30, 2019, we received distributions of $1.2 million and $3.0 million, respectively, from this equity investment, which was recognized as income. As a result of COVID-19, Lexford has temporarily suspended paying distributions to its equity holders.

~~See Note 18 for details of certain investments described above.~~

~~Note 9 — Real Estate Owned~~

~~A summary of our real estate assets is as follows (in thousands):~~

September 30, 2020

December 31, 2019


Office

Hotel

Office


Building

Property

Building

Total
Land

$
4,509

$
3,294

$
4,509

$
7,803
Building and intangible assets

2,010

31,541

2,010

33,551
Less: Impairment loss

(2,500)

(14,307)

(2,500)

(16,807)
Less: Accumulated depreciation and amortization

(1,125)

(10,320)

(1,007)

(11,327)
Real estate owned, net

$
2,894

$
10,208

$
3,012

$
13,220

In September 2020, we sold our hotel property for $8.4 million and recorded a $1.9 million loss, which was included in loss on sale of real estate. In addition, we recorded a $2.5 million charge for a litigation settlement, which is included in selling and administrative expenses.

~~Our office building was fully occupied by a single tenant until April 2017 when the lease expired. The building is currently vacant.~~

~~At December 31, 2019, our hotel property had a restricted cash balance totaling $0.5 million due to escrow requirements.~~

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

~~Note 10 — Debt Obligations~~

~~Credit Facilities and Repurchase Agreements~~

Note 9 — Debt Obligations

Credit and Repurchase Facilities

Borrowings under our credit ~~facilities~~ and repurchase ~~agreements~~facilities are as follows ($ in thousands):

September 30, 2020

December 31, 2019

Debt

Collateral

Debt

Collateral

Current

Extended

Carrying

Carrying

Wtd. Avg.

Carrying

Carrying

Wtd. Avg.


Maturity

Maturity

Note Rate

Value (1)

Value

Note Rate

Value (1)

Value

Note Rate

Structured Business

$500 million joint repurchase facility (2)

Mar. 2022

N/A

L +
1.75
%
to

3.50
%
$
315,181

$
485,250

2.82
%
$
224,658

$
339,378

4.06
%
$400 million repurchase facility

June. 2021

Mar. 2023

L +
2.20
%;

L floor
0.75
%

180,642

254,068

2.99
%

218,418

291,292

3.76
%
$200 million repurchase facility

Sept. 2021

N/A

L +
2.40
%
to
3.00
%;
L floor
0.25
%

58,112

70,377

2.71
%

40,530

48,086

4.22
%
$149.6 million loan specific credit facilities

Nov. 2020 to May 2022

June 2021 to Dec. 2021

L +
2.20
%
to
2.50
%;

3.50
%

149,377

200,549

2.68
%

133,528

190,716

4.14
%
$100 million credit facility

July 2021

N/A

L+
2.30
%
to
3.00
%;
L floor
0.50
%

25,633

32,079

1.92
%

4,570

7,000

3.56
%
$100 million repurchase facility

Sept. 2021

N/A

L +
1.75
%
to
2.50
%;
L floor
0.50
%

50,309

66,486

1.92
%

45,843

63,800

3.56
%
$50 million credit facility

April 2021

April 2022

L +
2.00
%

24,785

32,300

2.18
%

14,933

17,650

3.81
%
$50 million credit facility

Oct. 2022

Oct. 2023

L +
2.50
%;

4.00
%
all in floor rate

23,414

31,374

4.06
%

12,191

16,499

4.32
%
$25 million credit facility

June 2022

June 2023

L +
2.25
%

10,894

17,022

2.43
%

19,651

28,572

4.07
%
$25 million working capital facility

Nov. 2020

N/A

L +
2.25
%

—

—

—

—

—

—

$1.8 million master security agreements

Dec. 2022

N/A

2.97
%
to

4.60
%

1,815

—

4.14
%

3,267

—

4.08
%
Repurchase facilities - securities (3)

N/A

N/A

L +
2.25
%
to

5.00
%

42,226

—

4.72
%

217,105

—

3.90
%
Structured Business total

$
882,388

$
1,189,505

2.85
%
$
934,694

$
1,002,993

3.94
%

Agency Business

$750 million ASAP agreement

N/A

N/A

L +
1.05
%;

L floor
0.35
%
$
163,851

$
163,851

1.40
%
$
148,725

$
148,725

2.81
%
$600 million joint repurchase facility

Mar. 2021

Mar. 2022

L +
2.50
%
to

2.75
%

6,927

11,302

2.77
%

299,824

300,446

3.26
%
$300 million repurchase facility (4)

Oct. 2020

N/A

L +
1.15
%

160,398

183,177

1.30
%

187,698

187,742

2.91
%
$150 million credit facility

Mar. 2021

N/A

L +
1.15
%

54,586

77,676

1.30
%

89,657

89,673

2.91
%
$150 million credit facility

July 2021

N/A

L +
1.40
%;

L floor
0.25
%

117,413

117,537

1.65
%

17,690

17,792

2.91
%
$100 million credit facility

June 2021

N/A

L +
1.15
%;

L floor
0.50
%

64,377

64,377

1.65
%

—

—

—

Agency Business total

$
567,552

$
617,920

2.98
%
$
743,594

$
744,378

3.03
%
Consolidated total

$
1,449,940

$
1,807,425

2.90
%
$
1,678,288

$
1,747,371

3.54
%


				June 30, 2021							December 31, 2020
			Note	Debt		Collateral					Debt		Collateral
	Current	Extended	Rate	Carrying		Carrying		Wtd. Avg.			Carrying		Carrying
	Maturity	Maturity	Type	Value (1)		Value		Note Rate			Value (1)		Value
Structured Business
$1.8B joint repurchase facility	Mar. 2022	Mar. 2023	V	$	660,685	$	947,249		2.51	%	$	681,006	$	1,054,562
$725M repurchase facility	June 2022	Mar. 2023	V		335,477		466,109		2.10	%		191,622		259,559
$250M repurchase facility	Mar. 2023	Mar. 2026	V		104,251		260,922		1.87	%		—		—
$198.7M repurchase facility (2)	Dec. 2021	N/A	V		139,441		164,583		3.04	%		71,627		87,242
$187.3M loan specific credit facilities	Aug. 2021 to Jan. 2024	N/A	V/F		187,059		251,550		3.04	%		148,615		198,550
$150M credit facility	Oct. 2022	Oct. 2023	V		8,576		15,132		3.90	%		23,606		31,809
$100M credit facility	Aug. 2021	N/A	V		58,625		83,800		1.88	%		39,346		47,912
$100M credit facility	Oct. 2022	N/A	V		9,936		13,773		4.06	%		—		—
$100M repurchase facility	Sept. 2021	N/A	V		48,847		61,211		1.88	%		31,780		40,551
$50M credit facility	April 2022	N/A	V		22,407		28,009		2.13	%		15,992		21,300
$30M working capital facility	Nov. 2021	N/A	V		—		—		—			30,000		—
$25M credit facility	June 2022	June 2023	V		12,583		18,314		2.38	%		9,323		14,340
$1M master security agreements	Dec. 2022	N/A	F		944		—		4.01	%		1,441		—
Repurchase facilities - securities (3)	N/A	N/A	V		34,567		—		3.55	%		38,487		—
Structured Business total				$	1,623,398	$	2,310,652		2.48	%	$	1,282,845	$	1,755,825

Agency Business
$750M ASAP agreement	N/A	N/A	V	$	76,943	$	76,943		1.40	%	$	301,455	$	302,491
$400M repurchase facility	Oct. 2021	N/A	V		119,382		119,398		1.60	%		174,515		174,555
$200M joint repurchase facility	Mar. 2022	N/A	V		104,876		135,934		1.85	%		42,808		56,186
$200M credit facility	Mar. 2022	N/A	V		71,656		95,575		1.60	%		294,732		296,698
$150M credit facility	Aug 2021	N/A	V		15,073		15,073		1.65	%		49,632		49,754
$100M credit facility	Aug. 2021	N/A	V		2,592		2,600		1.65	%		88,896		88,911
$1.3M repurchase facility (2)	Dec. 2021	N/A	V		1,268		1,487		3.00	%		—		—
Agency Business total				$	391,790	$	447,010		1.64	%	$	952,038	$	968,595
Consolidated total				$	2,015,188	$	2,757,662		2.32	%	$	2,234,883	$	2,724,420

V = Variable Note Rate; F = Fixed Note Rate

(1)

The debt carrying value for the Structured Business at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 was net of unamortized deferred finance costs of ~~$3.5~~$4.0 million and ~~$2.1~~$3.3 million, respectively. The debt carrying value for the Agency Business at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 was net of unamortized deferred finance costs of ~~$0.9~~$2.2 million and ~~$0.2~~$0.6 million, respectively.

(2)	~~This~~A portion of this repurchase facility ~~includes~~was used to finance a ~~LIBOR floor equal to 75% of the LIBOR floors included in~~fixed rate SFR permanent loan reported through our ~~originated loans.~~Agency Business.

(3)

These repurchase facilities are subject to margin call provisions associated with changes in interest spreads. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, these facilities were collateralized by our ~~CLO bonds retained and consolidated by us with a principal balance of $275.7 million and $234.9 million, respectively,~~ B Piece ~~bonds held-to-maturity with a carrying value of $60.7 million and $68.7 million, respectively, and SFR~~ bonds with a carrying value of ~~$20.0~~$53.1 million and $58.5 million, respectively, and an SFR bond with a carrying value of $10.0 million at ~~both September 30, 2020 and~~ December 31, 2019. During the nine months ended September 30, 2020, we significantly reduced the UPB of these facilities 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.

~~(4)~~

~~This facility was amended in October 2020 to increase the facility to $400.0 million, extend the maturity to October 2021 and increase the interest rate to LIBOR plus 150 basis points.~~

Generally, our credit ~~facilities~~ and repurchase ~~agreements~~facilities have extension options that are at the discretion of the banking institutions in which we have long standing relationships with. These facilities typically renew annually and also include a ~~"wind-down"~~“wind-down” feature.

Joint Repurchase Facility. ~~During~~We amended this facility three times in 2021 to increase the ~~first quarter of 2020, we amended our joint repurchase~~ facility size to $2.00 billion, which is shared between the Structured Business and the Agency Business, and to ~~increase~~extend the ~~total committed amount by $400.0 million~~maturity to ~~$1.10 billion, of which $600.0 million matures in March 2021 and $500.0 million matures in~~ March 2022 with ~~each maturity eligible for~~ a ~~one-year~~one year extension option. ~~The amended~~This facility ~~includes an $800.0 million sublimit for~~is used to finance structured loans and Private Label ~~loans, which reduces to $500.0 million in March 2021 unless that portion of~~loans. The interest rate under the facility is ~~extended through March~~determined on a loan-by-loan basis and may include a LIBOR floor equal to a pro rata share of the LIBOR floors included in our originated loans. The facility has a maximum advance rate of 80% on all loans and has a $50.0 million over advance available that bears interest at a rate of LIBOR plus 5.75%, which over advance availability matures in June 2022. If the estimated market value of the loans financed in this facility decrease, we may be required to pay down borrowings under this facility.

2521

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Structured Business

At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the weighted average interest rate for the credit ~~facilities~~ and repurchase ~~agreements~~facilities of our Structured Business, including certain fees and costs, such as structuring, commitment, non-use and warehousing fees, was ~~3.18%~~2.73% and ~~4.39%~~2.97%, respectively. The leverage on our loan and investment portfolio financed through our credit ~~facilities~~ and repurchase ~~agreements,~~facilities, excluding the securities repurchase facilities, working capital facility and the master security agreements, ~~used to finance leasehold and capital expenditure improvements at our corporate office,~~ was ~~71%~~69% at both ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

During the second quarter of 2021, we amended our $400.0 million credit facility twice to increase the facility size to $725.0 million and extend the maturity to June 2022.

In ~~September 2020,~~May 2021, we amended our $200.0 million ~~repurchase~~credit facility increasing the facility size to ~~extend the maturity date to September 2021 and increase the interest rate 60 basis points with a LIBOR floor of 25 basis points on new loans and on existing loans after February 2021.~~$250.0 million.

In ~~September 2020,~~March 2021, we ~~amended our $100.0~~entered into a $200.0 million repurchase facility to ~~extend the maturity date to September 2021, remove the stated~~finance bridge loans that has interest rates of LIBOR plus 1.75% - 2.75% and matures in March 2023. The facility has a maximum advance rate ~~range~~ of ~~175 basis points to 195 basis points over LIBOR to a loan specific rate to be determined on a loan-by-loan basis and added a LIBOR floor of 50 basis points.~~80%.

In ~~July 2020,~~March 2021, we amended our ~~$125.0~~$50.0 million credit facility ~~decreasing the committed amount under~~increasing the facility size to ~~$100.0~~$150.0 million and ~~extended~~decreased the ~~maturity date to July 2021. Previously during 2020, we increased the committed amount under this facility from $75.0 million to $125.0 million, increased the interest~~all in floor rate ~~range by 50 to 55 basis points and added a LIBOR floor of 50 basis points.~~0.15%.

In ~~June 2020,~~March 2021, we entered into an $18.2 million credit facility used to finance a hotel bridge loan. The facility bears interest at the prime rate with a 3.25% floor and matures in December 2022.

In February 2021, we entered into a ~~$23.0~~$21.6 million credit facility used to finance a multifamily bridge loan. The facility bears interest at a 3.00%fixed rate ~~of 3.50%~~ and matures in ~~September 2021.~~January 2024.

In ~~March 2020,~~January 2021, we amended our ~~$300.0~~$400.0 million repurchase ~~agreement, increasing the committed amount~~facility to ~~$400.0 million. In June 2020, we further amended this repurchase agreement extending~~extend the maturity ~~date~~ to ~~June~~December 2021. The interest rate on new loans in 2021 is LIBOR plus 1.75% with a 0.35% LIBOR floor if utilization is above $250.0 million and ~~increasing~~LIBOR plus 2.00% with a 0.35% LIBOR floor if utilization is below $250.0 million. For existing loans, the interest rate ~~by 25 basis points~~will remain at LIBOR plus 2.00% to 2.20% with a LIBOR floor ~~of 75 basis points.~~reduced to 0.35%.

Agency Business

In ~~the third quarter of 2020,~~March 2021, we amended ~~one of~~ our $150.0 million credit ~~facilities increasing~~facility to increase the facility size to $200.0 million, extend the maturity to March 2022, increase the interest rate ~~25 basis points~~0.20% and ~~adding~~add a 0.25% LIBOR floor of 25 basis points and extending the maturity date to July 2021. In addition, we added a $50.0 million sublimit for principal and interest advances we make as the primary servicer to Fannie Mae in connection with potential delinquent loans under the Fannie Mae forbearance program. The sublimit bears interest at a rate of 200 basis points over LIBOR, with a LIBOR floor of 25 basis points.

In September 2020, we amended our $50.0 million letter of credit facility with a financial institution to secure obligations under the Fannie Mae DUS program and the Freddie Mac SBL program to extend the maturity three years to September 2023.

~~In March 2020, we amended our $500.0 million repurchase facility reducing the committed amount to $300.0 million.~~floor.

Collateralized Loan Obligations (“CLOs”)

We account for CLO transactions on our consolidated balance sheet as financing facilities. Our CLOs are VIEs for which we are the primary beneficiary and are consolidated in our financial statements. The investment grade tranches are treated as secured financings, and are non-recourse to us.

2622

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Borrowings and the corresponding collateral under our CLOs are as follows ($ in thousands):


	Debt						Collateral (3)						Debt						Collateral (3)
							Loans				Cash								Loans				Cash
			Carrying		Wtd. Avg.				Carrying		Restricted				Carrying		Wtd. Avg.				Carrying		Restricted
September 30, 2020	Face Value		Value (1)		Rate (2)		UPB		Value		Cash (4)
June 30, 2021													Face Value		Value (1)		Rate (2)		UPB		Value		Cash (4)
CLO XV													$	674,412	$	668,823	1.42	%	$	674,753	$	674,753	$	128,015
CLO XIV														655,475		650,116	1.45	%		766,872		766,872		—
CLO XIII	$	668,000	$	663,506	1.58	%	$	764,080	$	760,847	$	21		668,000		664,396	1.54	%		770,086		770,086		17,749
CLO XII		534,193		530,361	1.67	%		613,702		611,790		9,210		534,193		531,295	1.62	%		614,751		614,751		15,412
CLO XI		533,000		529,554	1.61	%		632,441		630,452		414		533,000		530,470	1.56	%		643,450		643,450		884
CLO X		441,000		438,169	1.62	%		520,153		518,537		32,276		441,000		438,988	1.57	%		534,261		534,261		16,000
CLO IX		356,400		354,442	1.53	%		473,158		471,970		3,369
Total CLOs	$	2,532,593	$	2,516,032	1.61	%	$	3,003,534	$	2,993,596	$	45,290	$	3,506,080	$	3,484,088	1.52	%	$	4,004,173	$	4,004,173	$	178,060


December 31, 2019
December 31, 2020
CLO XIII													$	668,000	$	663,804	1.58	%	$	768,664	$	768,664	$	43
CLO XII	$	534,193	$	529,448	3.30	%	$	596,366	$	593,652	$	17,800		534,193		530,673	1.66	%		628,935		628,935		2,005
CLO XI		533,000		528,690	3.25	%		624,443		621,508		15,550		533,000		529,859	1.61	%		555,157		555,157		92,395
CLO X		441,000		437,391	3.26	%		509,887		507,854		37,287		441,000		438,442	1.61	%		522,132		522,132		25,537
CLO IX		356,400		353,473	3.17	%		407,696		406,463		47,230		356,150		354,531	1.53	%		457,903		457,903		18,703
CLO VIII		282,874		281,119	3.12	%		359,186		357,914		544
Total CLOs	$	2,147,467	$	2,130,121	3.23	%	$	2,497,578	$	2,487,391	$	118,411	$	2,532,343	$	2,517,309	1.60	%	$	2,932,791	$	2,932,791	$	138,683

(1)	Debt carrying value is net of ~~$16.6~~$22.0 million and ~~$17.3~~$15.0 million of deferred financing fees at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

(2)	At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the aggregate weighted average note rate for our CLOs, including certain fees and costs, was ~~1.94%~~1.80% and ~~3.63%~~1.93%, respectively.

(3)

As of ~~September~~June 30, 2021 and December 31, 2020, there ~~was 1 loan with a UPB of $16.6 million~~were no collateral deemed ~~at risk of default or~~ a “credit risk” as defined by the CLO ~~indenture, which we repurchased from the respective CLOs in October 2020. As of December 31, 2019, there was 0 collateral deemed a credit risk.~~indentures.

(4)

Represents restricted cash held for principal repayments as well as for reinvestment in the CLOs. Does not include restricted cash related to interest payments, delayed fundings and expenses totaling ~~$58.1~~$38.1 million and ~~$58.6~~$49.5 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

CLO ~~XIII.~~XV. In ~~March 2020,~~June 2021, we completed CLO ~~XIII,~~XV, issuing 8 tranches of CLO notes through 2 newly-formed wholly-owned subsidiaries totaling ~~$738.0~~$747.8 million. Of the total CLO notes issued, ~~$668.0~~$674.4 million were investment grade notes issued to third party investors and ~~$70.0~~$73.4 million were below investment grade notes retained by us. As of the CLO closing date, the notes were secured by a portfolio of loan obligations with a face value of ~~$640.5~~$653.0 million, consisting primarily of bridge loans that were contributed from our existing loan portfolio. The financing has ~~a three-year~~an approximate two-and-a-half-year replacement period that allows the principal proceeds and sale proceeds (if any) of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance will be reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included ~~$159.5~~$162.0 million for the purpose of acquiring additional loan obligations for a period of up to 180 days from the CLO closing date, ~~(all of which was subsequently utilized) which resulted~~resulting in the issuer owning loan obligations with a face value of ~~$800.0~~$815.0 million, representing leverage of ~~84%~~83%. We retained a residual interest in the portfolio with a notional amount of ~~$132.0~~$140.6 million, including the ~~$70.0~~$73.4 million below investment grade notes. The notes sold to third parties had an initial weighted average interest rate of ~~1.41%~~1.37% plus one-month LIBOR and interest payments on the notes are payable monthly.

~~CLO VIII.~~ In March 2020, we completed the unwind of CLO VIII, redeeming $282.9 million of outstanding notes, which were repaid primarily from the refinancing of the remaining assets primarily within CLO XIII, as well as with cash held by CLO VIII, and expensed $1.5 million of deferred financing fees into loss on extinguishment of debt on the consolidated statements of income.

2723

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

~~Luxembourg Debt Fund~~

Our Luxembourg commercial real estate debt fund (“Debt Fund”) was a VIE for which we were the primary beneficiary and was consolidated in our financial statements. In April 2020, we completed the unwind of the Debt Fund and redeemed all the outstanding notes with a portion of the proceeds from our senior unsecured notes issued in March 2020 described below and recorded a loss on extinguishment of debt of $1.6 million, which was primarily comprised of deferred financing fees.

~~Senior Unsecured Notes~~

CLO XIV. In March 2021, we completed CLO XIV, issuing 8 tranches of CLO notes through 2 newly-formed wholly-owned subsidiaries totaling $724.2 million. Of the total CLO notes issued, $655.5 million were investment grade notes issued to third party investors and $68.7 million were below investment grade notes retained by us. As of the CLO closing date, the notes were secured by a portfolio of loan obligations with a face value of $635.2 million, consisting primarily of bridge loans that were contributed from our existing loan portfolio. The financing has a two-and-a-half- year replacement period that allows the principal proceeds and sale proceeds (if any) of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance will be reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included $149.8 million for the purpose of acquiring additional loan obligations for a period of up to 180 days from the CLO closing date, which we subsequently utilized, resulting in the issuer owning loan obligations with a face value of $785.0 million, representing leverage of 84%. We retained a residual interest in the portfolio with a notional amount of $129.5 million, including the $68.7 million below investment grade notes. The notes sold to third parties had an initial weighted average interest rate of 1.33% plus one-month LIBOR and interest payments on the notes are payable monthly.

CLO IX. In March 2021, we unwound CLO IX, redeeming $356.2 million of outstanding notes which were repaid primarily from the refinancing of the remaining assets primarily within CLO XIV, as well as with cash held by CLO IX, and expensed $1.4 million of deferred financing fees into loss on extinguishment of debt on the consolidated statements of operations.

Senior Unsecured Notes

A summary of our senior unsecured notes is as follows (in thousands):


Senior			September 30, 2020						December 31, 2019								June 30, 2021						December 31, 2020
Unsecured	Issuance				Carrying		Wtd. Avg.				Carrying		Wtd. Avg.		Issuance				Carrying		Wtd. Avg.				Carrying		Wtd. Avg.
Notes	Date	Maturity	UPB		Value (1)		Rate (2)		UPB		Value (1)		Rate (2)		Date	Maturity	UPB		Value (1)		Rate (2)		UPB		Value (1)		Rate (2)
5.00% Notes (3)															Apr. 2021	Apr. 2026	$	175,000	$	172,130	5.00	%	$	—	$	—	—	%
8.00% Notes (3)	Apr. 2020	Apr. 2023	$	70,750	$	69,691	8.00	%	$	—	$	—	—		Apr. 2020	Apr. 2023		70,750		69,997	8.00	%		70,750		69,793	8.00	%
4.50% Notes (3)	Mar. 2020	Mar. 2027		275,000		271,873	4.50	%		—		—	—		Mar. 2020	Mar. 2027		275,000		272,234	4.50	%		275,000		271,994	4.50	%
4.75% Notes (4)	Oct. 2019	Oct. 2024		110,000		108,580	4.75	%		110,000		108,370	4.75	%	Oct. 2019	Oct. 2024		110,000		108,842	4.75	%		110,000		108,668	4.75	%
5.75% Notes (4)	Mar. 2019	Apr. 2024		90,000		88,655	5.75	%		90,000		88,369	5.75	%	Mar. 2019	Apr. 2024		90,000		88,942	5.75	%		90,000		88,751	5.75	%
5.625% Notes (4)	Mar. 2018	May 2023		125,000		123,490	5.63	%		125,000		123,060	5.63	%	Mar. 2018	May 2023		125,000		123,929	5.63	%		125,000		123,637	5.63	%
			$	670,750	$	662,289	5.29	%	$	325,000	$	319,799	5.44	%			$	845,750	$	836,074	5.23	%	$	670,750	$	662,843	5.29	%

(1)	At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the carrying value is net of deferred financing fees of ~~$8.5~~$9.7 million and ~~$5.2~~$7.9 million, respectively.

(2)	At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the aggregate weighted average note rate, including certain fees and costs, was ~~5.65%~~5.56% and ~~5.82%~~5.65%, respectively.

(3)

These notes can be redeemed by us prior to three months before the maturity date, at a redemption price equal to 100% of the aggregate principal amount, plus a ~~"make-whole"~~“make-whole” premium and accrued and unpaid interest. We have the right to redeem the notes three months prior to or after the maturity date, at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest.

(4)

These notes can be redeemed by us at any time prior to the maturity date, at a redemption price equal to 100% of the aggregate principal amount, plus a “make-whole” premium and accrued and unpaid interest. We have the right to redeem the notes on or after the maturity date, at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest.

In April ~~2020,~~2021, we issued ~~$40.5~~$175.0 million aggregate principal amount of ~~8.00%~~5.00% senior unsecured notes due in ~~April 2023 (the "Initial Notes")~~2026 in a private placement, and, in June 2020, we issued an additional $30.3 million (the "Reopened Notes" and, together with the Initial Notes, the "8.00% Notes,") which brought the aggregate outstanding principal amount to $70.8 million. The Reopened Notes are fully fungible with, and rank equally in right of payment with the Initial Notes. We have the right to redeem the 8.00% Notes on or after January 15, 2023.offering. We received ~~total~~net proceeds of ~~$69.6~~$172.3 million from the ~~issuances,~~issuance, after deducting the underwriting discount and other offering expenses. We ~~used~~are using the net proceeds ~~from the issuances~~ to ~~repay secured indebtedness,~~ make investments ~~relating~~related to our business and for general corporate purposes.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

Convertible Senior Unsecured Notes

In 2019, we issued $264.0 million in aggregate principal amount of 4.75% convertible senior notes (the “4.75% Convertible Notes”) through a private placement offering, which includes the exercised purchaser’s total over-allotment option of $34.0 million. The 4.75% Convertible Notes pay interest semiannually in arrears and are scheduled to mature in November 2022, unless earlier converted or repurchased by the holders pursuant to their terms. The initial conversion rate ~~and the conversion rate at December 31, 2019~~ was 56.1695 shares of common stock per $1,000 of principal representing a conversion price of $17.80 per share of common stock. We received proceeds totaling $256.5 million, net of the underwriter’s discount and fees, which is being amortized through interest expense over the life of such notes. We used the net proceeds from the issuance primarily for the exchange of $228.7 million of our 5.25% convertible senior notes (the “5.25% Convertible Notes”) for a combination of $233.1 million in cash (which ~~includes~~included accrued interest) and 4,478,315 shares of our common stock. The remaining net proceeds were used for general corporate purposes. ~~During 2019, we recorded a loss on~~

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

~~extinguishment of debt of $7.3 million in connection with this exchange, which included an inducement charge of $1.1 million.~~ As of ~~September~~June 30, ~~2020,~~2021, the 4.75% Convertible Notes had a conversion ~~rates~~rate of ~~56.2185~~56.5332 shares of common stock per $1,000 of principal, which represented a conversion price of ~~$17.79~~$17.69 per share of common stock.

In 2018, we completed a similar exchange where we used the net proceeds from 2 separate private placements of our 5.25% convertible senior notes (the "5.25% Convertible Notes") to initially exchange portions of our 5.375% convertible senior notes (the "5.375% Convertible Notes") and 6.50% convertible senior notes (the "6.50% Convertible Notes").

At ~~September~~June 30, ~~2020,~~2021, there were $0.5 million ~~$13.8 million~~ and ~~$0.2~~$13.8 million aggregate principal amount remaining of our 5.25% Convertible Notes issued on July 3, 2018 and 5.25% Convertible Notes issued on July 20, 2018, ~~and 5.375% Convertible Notes,~~ respectively. ~~The initial~~At June 30, 2021, the conversion rates of the 5.25% Convertible Notes issued on July 3, 2018 and 5.25% Convertible Notes issued on July 20, 2018 ~~and 5.375% Convertible Notes~~ were ~~86.9943 shares, 77.8331~~91.9605 shares and ~~107.7122~~82.2763 shares, respectively, of common stock per $1,000 of principal, which represented a conversion price of ~~$11.50 per share, $12.85~~$10.87 per share and ~~$9.28~~$12.15 per share of common stock, respectively. ~~At September 30, 2020,~~On July 1, 2021, the 5.25% Convertible Notes ~~issued on July 3, 2018, 5.25% Convertible Notes issued on July 20, 2018~~matured and ~~5.375% Convertible Notes had conversion rates of 90.5672~~were fully settled with cash totaling $14.3 million and 386,459 shares ~~81.0297 shares and 118.2123 shares, respectively,~~ of common stock per $1,000 of principal, which represented a conversion price of $11.04 per share, $12.34 per share and $8.46 per share of common stock, respectively. The 5.25% Convertible Notes and 5.375% Convertible Notes pay interest semiannually in arrears and have scheduled maturity dates in July 2021 and November 2020, respectively, unless earlier converted or repurchased by the holders pursuant to their terms.stock.

Our convertible senior unsecured notes are not redeemable by us prior to their maturities and are convertible by the holder into, at our election, cash, shares of our common stock, or a combination of both, subject to the satisfaction of certain conditions and during specified periods. The conversion rates are subject to adjustment upon the occurrence of certain specified events and the holders may require us to repurchase all, or any portion, of their notes for cash equal to 100% of the principal amount, plus accrued and unpaid interest, if we undergo a fundamental change specified in the agreements. We intend to settle the principal balance of our convertible debt in cash and have not assumed share settlement of the principal balance for purposes of computing earnings per share (“EPS”). At the time of issuance, there was no precedent or policy that would indicate that we would settle the principal in shares or the conversion spread in cash.

Accounting guidance requires that convertible debt instruments with cash settlement features, including partial cash settlement, account for the liability component and equity component (conversion feature) of the instrument separately. The initial value of the liability component reflects the present value of the discounted cash flows using the nonconvertible debt borrowing rate at the time of the issuance. The debt discount represents the difference between the proceeds received from the issuance and the initial carrying value of the liability component, which is accreted back to the notes principal amount through interest expense over the term of the notes, which was ~~2.02~~1.27 years and ~~2.67~~1.77 years at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, on a weighted average basis.

The UPB, unamortized discount and net carrying amount of the liability and equity components of our convertible notes are as follows (in thousands):


	Liability								Equity		Liability								Equity
	Component								Component		Component								Component
			Unamortized Debt		Unamortized Deferred		Net Carrying		Net Carrying				Unamortized Debt		Unamortized Deferred		Net Carrying		Net Carrying
Period	UPB		Discount		Financing Fees		Value		Value		UPB		Discount		Financing Fees		Value		Value
September 30, 2020	$	278,490	$	6,439	$	5,345	$	266,706	$	9,962
June 30, 2021											$	278,300	$	4,031	$	3,352	$	270,917	$	9,962

December 31, 2019	$	300,914	$	9,235	$	7,527	$	284,152	$	9,962
December 31, 2020											$	278,300	$	5,636	$	4,691	$	267,973	$	9,962

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

During both the three months ended ~~September~~June 30, 2021 and 2020, we incurred interest expense on the notes totaling $4.8 million, of which $3.3 million, $0.8 million and $0.7 million related to the cash coupon, amortization of the debt discount and of the deferred financing fees, respectively. During the ~~nine~~six months ended ~~September~~June 30, 2020, we incurred interest expense on the notes totaling $14.8 million, of which $10.0 million, $2.5 million and $2.3 million related to the cash coupon, amortization of the debt discount and of the deferred

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

~~financing fees, respectively. During the three months ended September 30, 2019,~~2021, we incurred total interest expense on the notes of ~~$5.0~~$9.6 million, of which ~~$3.5~~$6.6 million, ~~$0.8~~$1.6 million and ~~$0.7~~$1.4 million related to the cash coupon, amortization of the debt discount and of the deferred financing fees, respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, we incurred ~~total~~ interest expense on the notes ~~of $15.1~~totaling $10.0 million, of which ~~$10.4~~$6.7 million, ~~$2.5~~$1.7 million and ~~$2.2~~$1.6 million related to the cash coupon, amortization of the debt discount and of the deferred financing fees, respectively. Including the amortization of the deferred financing fees and debt discount, our weighted average total cost of the notes was 6.75% ~~and 6.80%~~ at ~~September~~both June 30, ~~2020~~2021 and December 31, ~~2019, respectively.~~2020.

Junior Subordinated Notes

The carrying values of borrowings under our junior subordinated notes were ~~$141.5~~$142.0 million and ~~$140.9~~$141.7 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, which is net of a deferred amount of ~~$11.0~~$10.5 million and ~~$11.4~~$10.8 million, respectively, (which is amortized into interest expense over the life of the notes) and deferred financing fees of $~~1.9~~1.8 million ~~and $2.0 million, respectively.~~for both periods. These notes have maturities ranging from March 2034 through April 2037 and pay interest quarterly at a floating rate based on LIBOR. The weighted average note rate was ~~3.05%~~2.96% and ~~4.75%~~3.06% at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Including certain fees and costs, the weighted average note rate was ~~3.14%~~3.04% and ~~4.83%~~3.15% at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

Debt Covenants

Credit Facilities, Repurchase Agreements and Unsecured Debt. The credit facilities, repurchase agreements and unsecured debt (senior and convertible notes) contain various financial covenants, including, but not limited to, minimum liquidity requirements, minimum net worth requirements, as well as certain other debt service coverage ratios, debt to equity ratios and minimum servicing portfolio tests. We were in compliance with all financial covenants and restrictions at ~~September~~June 30, ~~2020.~~2021.

CLOs. Our CLO vehicles contain interest coverage and asset overcollateralization covenants that must be met as of the waterfall distribution date in order for us to receive such payments. If we fail these covenants in any of our CLOs, all cash flows from the applicable CLO would be diverted to repay principal and interest on the outstanding CLO bonds and we would not receive any residual payments until that CLO regained compliance with such tests. Our CLOs were in compliance with all such covenants as of ~~September~~June 30, ~~2020,~~2021, as well as on the most recent determination dates in ~~October 2020.~~July 2021. In the event of a breach of the CLO covenants that could not be cured in the near-term, we would be required to fund our non-CLO expenses, including employee costs, distributions required to maintain our REIT status, debt costs, and other expenses with (i) cash on hand, (ii) income from any CLO not in breach of a covenant test, (iii) income from real property and loan assets, (iv) sale of assets, or (v) accessing the equity or debt capital markets, if available. We have the right to cure covenant breaches which would resume normal residual payments to us by purchasing non-performing loans out of the CLOs. However, we may not have sufficient liquidity available to do so at such time.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

Our CLO compliance tests as of the most recent determination dates in ~~October 2020~~July 2021 are as follows:


Cash Flow Triggers	CLO IX		CLO X		CLO XI		CLO XII		CLO XIII		CLO X		CLO XI		CLO XII		CLO XIII		CLO XIV		CLO XV
Overcollateralization (1)
Current	134.68	%	126.98	%	121.95	%	118.87	%	119.76	%	126.98	%	121.95	%	118.87	%	119.76	%	119.76	%	120.85	%
Limit	133.68	%	125.98	%	120.95	%	117.87	%	118.76	%	125.98	%	120.95	%	117.87	%	118.76	%	118.76	%	119.85	%
Pass / Fail	Pass		Pass		Pass		Pass		Pass		Pass		Pass		Pass		Pass		Pass		Pass

Interest Coverage (2)
Current	522.55	%	445.37	%	403.28	%	377.12	%	371.60	%	449.62	%	370.22	%	355.36	%	389.99	%	434.76	%	240.42	%
Limit	120.00	%	120.00	%	120.00	%	120.00	%	120.00	%	120.00	%	120.00	%	120.00	%	120.00	%	120.00	%	120.00	%
Pass / Fail	Pass		Pass		Pass		Pass		Pass		Pass		Pass		Pass		Pass		Pass		Pass

(1)	The overcollateralization ratio divides the total principal balance of all collateral in the CLO by the total principal balance of the bonds associated with the applicable ratio. To the extent an asset is considered a defaulted security, the asset’s principal balance

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

for purposes of the overcollateralization test is the lesser of the asset’s market value or the principal balance of the defaulted asset multiplied by the asset’s recovery rate which is determined by the rating agencies. Rating downgrades of CLO collateral will generally not have a direct impact on the principal balance of a CLO asset for purposes of calculating the CLO overcollateralization test unless the rating downgrade is below a significantly low threshold (e.g. CCC-) as defined in each CLO vehicle.

(2)	The interest coverage ratio divides interest income by interest expense for the classes senior to those retained by us.

Our CLO overcollateralization ratios as of the determination dates subsequent to each quarter are as follows:


Determination (1)	CLO IX		CLO X		CLO XI		CLO XII		CLO XIII		CLO X		CLO XI		CLO XII		CLO XIII		CLO XIV		CLO XV
July 2021											126.98	%	121.95	%	118.87	%	119.76	%	119.76	%	120.85	%
April 2021											126.98	%	121.95	%	118.87	%	119.76	%	119.76	%	—
January 2021											126.98	%	121.95	%	118.87	%	119.76	%	—		—
October 2020	134.68	%	126.98	%	121.95	%	118.87	%	119.76	%	126.98	%	121.95	%	118.87	%	119.76	%	—		—
July 2020	134.68	%	126.98	%	121.95	%	118.87	%	119.76	%	126.98	%	121.95	%	118.87	%	119.76	%	—		—
April 2020	134.68	%	126.98	%	121.95	%	118.87	%	119.76	%
January 2020	134.68	%	126.98	%	121.95	%	118.87	%	—
October 2019	134.68	%	126.98	%	121.95	%	—		—

(1)	The table above represents the quarterly trend of our overcollateralization ratio, however, the CLO determination dates are monthly and we were in compliance with this test for all periods presented.

The ratio will fluctuate based on the performance of the underlying assets, transfers of assets into the CLOs prior to the expiration of their respective replenishment dates, purchase or disposal of other investments, and loan payoffs. NaN payment due under the junior subordinated indentures may be paid if there is a default under any senior debt and the senior lender has sent notice to the trustee. The junior subordinated indentures are also cross-defaulted with each other.

Note 1110 — Allowance for Loss-Sharing Obligations

Our allowance for loss-sharing obligations related to the Fannie Mae DUS program is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020
Beginning balance	$	73,220	$	34,417	$	34,648	$	34,298	$	65,893	$	70,752	$	64,303	$	34,648
Impact of adopting CECL - January 1, 2020		��		—		14,406		—		—		—		—		14,406
Provisions for loss sharing		(2,031)		1,326		22,538		3,880		716		2,673		2,464		24,569
Provisions reversal for loan repayments		(196)		(591)		(832)		(2,323)		(167)		(277)		(263)		(636)
Recoveries (charge-offs), net		167		373		400		(330)		(797)		72		(859)		233
Ending balance	$	71,160	$	35,525	$	71,160	$	35,525	$	65,645	$	73,220	$	65,645	$	73,220

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

When a loan is sold under the Fannie Mae DUS program, we undertake an obligation to partially guarantee the performance of the loan. A liability is recognized for the fair value of the guarantee obligation undertaken for the non-contingent aspect of the guarantee and is removed only upon either the expiration or settlement of the guarantee. At ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, guarantee obligations of ~~$33.2~~$34.5 million and ~~$32.1~~$32.8 million, respectively, were included in the allowance for loss-sharing obligations.

In addition to and separately from the fair value of the guarantee, we estimate our allowance for loss-sharing under CECL over the contractual period in which we are exposed to credit risk. The current expected loss related to loss-sharing was based on a collective pooling basis with similar risk characteristics, a reasonable and supportable forecast and a reversion period based on our average historical losses through the remaining contractual term of the portfolio. The increase in the provision for credit losses during the nine months ended September 30, 2020 of $22.5 million, compared to the January 1, 2020 cumulative-effect adjustment upon adoption of CECL of $14.4 million, is primarily attributed to the significant adverse change in the economic outlook due to the COVID-19 pandemic.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

When we settle a loss under the DUS loss-sharing model, the net loss is charged-off against the previously recorded loss-sharing obligation. The settled loss is often net of any previously advanced principal and interest payments in accordance with the DUS program, which are reflected as reductions to the proceeds needed to settle losses. At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had outstanding advances of ~~$0.1~~$0.5 million and ~~$0.5~~$0.1 million, respectively, which were netted against the allowance for loss-sharing obligations.

At ~~September~~June 30, 2021 and December 31, 2020, our allowance for loss-sharing obligations, associated with expected losses under CECL, was ~~$38.0~~$31.2 million and $30.3 million, respectively, and represented ~~0.23%~~0.16% and 0.17%, respectively, of the Fannie Mae servicing portfolio.

At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the maximum quantifiable liability associated with our guarantees under the Fannie Mae DUS agreement was ~~$3.06~~$3.61 billion and ~~$2.73~~$3.41 billion, respectively. The maximum quantifiable liability is not representative of the actual loss we would incur. We would be liable for this amount only if all of the loans we service for Fannie Mae, for which we retain some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement.

Note 1211 — Derivative Financial Instruments

We enter into derivative financial instruments to manage exposures that arise from business activities resulting in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. We do not use these derivatives for speculative purposes, but are instead using them to manage our exposure to interest rate risk.

Agency Rate Lock and Forward Sale Commitments. We enter into contractual commitments to originate and sell mortgage loans at fixed prices with fixed expiration dates. The commitments become effective when the borrower ~~"rate locks"~~“rate locks” a specified interest rate within time frames established by us. All potential borrowers are evaluated for creditworthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the rate lock by the borrower and the sale date of the loan to an investor. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers under the GSE programs, we enter into a forward sale commitment with the investor simultaneously with the rate lock commitment with the borrower. The forward sale contract locks in an interest rate and price for the sale of the loan. The terms of the contract with the investor and the rate lock with the borrower are matched in substantially all respects, with the objective of eliminating interest rate risk to the extent practical. Sale commitments with the investors have an expiration date that is longer than our related commitments to the borrower to allow, among other things, for closing of the loan and processing of paperwork to deliver the loan into the sale commitment.

These commitments meet the definition of a derivative and are recorded at fair value, including the effects of interest rate movements which are reflected as a component of ~~other income,~~loss on derivative instruments, net in the consolidated statements of operations. The estimated fair value of rate lock commitments also includes the fair value of the expected net cash flows associated with the servicing of the loan which is recorded as income from MSRs in the consolidated statements of operations. During the three and ~~nine~~six months ended ~~September 30, 2020,~~June 30,2021, we recorded a net ~~loss~~gains of ~~$0.9~~$9.9 million and ~~a net gain of $3.3~~$1.2 million, respectively, from changes in the fair value of these derivatives ~~in loss on derivative instruments, net~~ and ~~$42.4~~$26.3 million and ~~$96.7~~$63.2 million, respectively, of income from MSRs. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, we recorded a net loss of ~~$4.7~~$4.1 million and ~~$6.1~~a net gain of $4.2 million, respectively, from changes in the fair value of these derivatives and $32.4 million and $54.4 million, respectively, of income from MSRs. The gains and losses are recorded in loss on derivative instruments, net ~~and $29.9 million and $62.9 million, respectively,~~on our consolidated statements of ~~income from MSRs.~~operations. See Note 1312 for details.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

Interest Rate Swap Futures. We enter into over-the-counter interest rate swap futures (“Swap Futures”) to hedge our exposure to changes in interest rates inherent in (1) our ~~Structured~~Agency Business SFR - fixed rate loans from the time the loans are originated until the time they can be financed with match term fixed rate securitized debt, and (2) our held-for-sale Agency Business Private Label loans from the time the loans are rate locked until sale and securitization. The Swap Futures do not meet the criteria for hedge accounting, typically have a three-month maturity and are tied to the five-year and ten-year swap rates. Our Swap Futures are cleared by a central clearing house and variation margin payments, made in cash, are treated as a legal settlement of the derivative itself as opposed to a pledge of collateral.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

During the three months ended ~~September~~June 30, 2021, we recorded realized and unrealized losses of $9.4 million and $3.0 million, respectively, to our Agency Business related to our Swap Futures. During the six months ended June 30, 2021, we recorded realized and unrealized losses of $6.5 million and $0.4 million, respectively, to our Agency Business related to our Swap Futures. During the three months ended June 30, 2020, we recorded realized and unrealized losses of $0.2 million and ~~unrealized gains of $0.4~~$0.1 million, respectively, to our Structured Business and realized losses of ~~$0.1~~$11.2 million and unrealized gains of ~~$0.1~~$8.2 million to our Agency Business related to our Swap Futures. During the ~~nine~~six months ended ~~September~~June 30, 2020, we recorded realized ~~losses of $3.0 million~~ and unrealized losses of ~~$0.1~~$2.8 million and $0.5 million, respectively, to our Structured Business and realized and unrealized losses of $57.3 million and ~~unrealized losses of $1.5~~$1.6 million, ~~to our Agency Business related to our Swap Futures. During the three and nine months ended September 30, 2019, we recorded realized losses of $0.4 million and $0.6 million,~~ respectively, and unrealized gains of $0.1 million and unrealized losses of less than $0.1 million, respectively, to our Structured Business related to our Swap Futures. During both the three and nine months ended September 30, 2019, we recorded realized gains of $0.2 million and unrealized losses of $0.2 million to our Agency Business related to our Swap Futures. The realized and unrealized gains and losses are recorded in loss on derivative instruments, net on our consolidated statements of ~~income.~~operations.

A summary of our non-qualifying derivative financial instruments is as follows ($ in thousands):


	September 30, 2020								June 30, 2021
					Fair Value								Fair Value
		Notional		Balance Sheet	Derivative		Derivative			Notional		Balance Sheet	Derivative		Derivative
Derivative	Count	Value		Location	Assets		Liabilities		Count	Value		Location	Assets		Liabilities
Agency Business
Rate Lock Commitments	14	$	81,743	Other Assets/Other Liabilities	$	2,160	$	(110)	5	$	16,550	Other Assets/Other Liabilities	$	124	$	(127)
Forward Sale Commitments	79		688,361	Other Assets/Other Liabilities		1,387		(742)	43		328,069	Other Assets/Other Liabilities		2,263		(266)
Swap Futures	84		8,400			—		—	2,196		219,600			—		—
		$	778,504		$	3,547	$	(852)		$	564,219		$	2,387	$	(393)

Structured Business
Swap Futures	345	$	34,500			—		—


	December 31, 2019								December 31, 2020
Agency Business
Rate Lock Commitments	5	$	37,657	Other Assets/Other Liabilities	$	1,066	$	(202)	7	$	136,354	Other Assets/Other Liabilities	$	1,967	$	(231)
Forward Sale Commitments	79		483,576	Other Assets/Other Liabilities		369		(2,895)	114		1,048,763	Other Assets/Other Liabilities		1,925		(990)
Swap Futures	3,274		327,400			—		—	453		45,300			—		—
		$	848,633		$	1,435	$	(3,097)		$	1,230,417		$	3,892	$	(1,221)

Structured Business
Swap Futures	271	$	27,100			—		—

3329

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Note 1312 — Fair Value

Fair value estimates are dependent upon subjective assumptions and involve significant uncertainties resulting in variability in estimates with changes in assumptions. The following table summarizes the principal amounts, carrying values and the estimated fair values of our financial instruments (in thousands):


	September 30, 2020						December 31, 2019						June 30, 2021						December 31, 2020
	Principal /		Carrying		Estimated		Principal /		Carrying		Estimated		Principal /		Carrying		Estimated		Principal /		Carrying		Estimated
	Notional Amount		Value		Fair Value		Notional Amount		Value		Fair Value		Notional Amount		Value		Fair Value		Notional Amount		Value		Fair Value
Financial assets:
Loans and investments, net	$	5,096,887	$	4,910,872	$	5,033,017	$	4,279,611	$	4,189,960	$	4,228,071	$	7,385,929	$	7,213,915	$	7,421,181	$	5,475,082	$	5,285,868	$	5,428,141
Loans held-for-sale, net		617,920		631,138		641,616		847,126		861,360		876,975		448,940		457,647		469,195		968,595		986,919		1,007,294
Capitalized mortgage servicing rights, net		n/a		335,235		363,819		n/a		286,420		328,995		n/a		418,653		471,275		n/a		379,974		415,495
Securities held-to-maturity, net		164,556		118,260		115,613		111,028		88,699		91,738		171,001		114,696		125,003		140,124		95,524		94,128
Derivative financial instruments		394,432		3,547		3,547		173,532		1,435		1,435		308,421		2,387		2,387		865,975		3,892		3,892

Financial liabilities:
Credit and repurchase facilities	$	1,454,419	$	1,449,940	$	1,451,759	$	1,681,146	$	1,678,288	$	1,677,658	$	2,021,412	$	2,015,188	$	2,016,291	$	2,238,722	$	2,234,883	$	2,235,668
Collateralized loan obligations		2,532,593		2,516,032		2,478,949		2,147,467		2,130,121		2,147,944		3,506,080		3,484,088		3,506,460		2,532,343		2,517,309		2,495,195
Senior unsecured notes		670,750		662,289		650,235		325,000		319,799		331,225		845,750		836,074		853,814		670,750		662,843		670,117
Convertible senior unsecured notes, net		278,490		266,706		264,803		300,914		284,152		310,778		278,300		270,917		304,689		278,300		267,973		280,636
Junior subordinated notes		154,336		141,470		99,106		154,336		140,949		97,668		154,336		142,013		100,650		154,336		141,656		99,594
Derivative financial instruments		375,672		852		852		347,701		3,097		3,097		36,198		393		393		319,142		1,221		1,221
Debt fund		—		—		—		70,000		68,629		70,138

Assets and liabilities disclosed at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Determining which category an asset or liability falls within the hierarchy requires judgment and we evaluate our hierarchy disclosures each quarter. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities are as follows:

Level 1—Inputs are unadjusted and quoted prices exist in active markets for identical assets or liabilities, such as government, agency and equity securities.

Level 2—Inputs (other than quoted prices included in Level 1) are observable for the asset or liability through correlation with market data. Level 2 inputs may include quoted market prices for a similar asset or liability, interest rates and credit risk. Examples include non-government securities, certain mortgage and asset-backed securities, certain corporate debt and certain derivative instruments.

Level 3—Inputs reflect our best estimate of what market participants would use in pricing the asset or liability and are based on significant unobservable inputs that require a considerable amount of judgment and assumptions. Examples include certain mortgage and asset-backed securities, certain corporate debt and certain derivative instruments.

~~Determining which category an asset or liability falls within the hierarchy requires judgment and we evaluate our hierarchy disclosures each quarter.~~

The following is a description of the valuation techniques used to measure fair value and the general classification of these instruments pursuant to the fair value hierarchy.

Loans and investments, net. Fair values of loans and investments that are not impaired are estimated using inputs based on direct capitalization rate and discounted cash flow methodologies using discount rates, which, in our opinion, best reflect current market interest rates that would be offered for loans with similar characteristics and credit quality (Level 3). Fair values of impaired loans and investments are estimated using inputs that require significant judgments, which include assumptions regarding discount rates, capitalization rates, creditworthiness of major tenants, occupancy rates, availability of financing, exit plans and other factors (Level 3).

3430

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Loans held-for-sale, net. Consists of originated loans that are generally expected to be transferred or sold within 60 days to 180 days of loan funding, and are valued using pricing models that incorporate observable inputs from current market assumptions or a hypothetical securitization model utilizing observable market data from recent securitization spreads and observable pricing of loans with similar characteristics (Level 2). Fair value includes the fair value allocated to the associated future MSRs and is calculated pursuant to the valuation techniques described below for capitalized mortgage servicing rights, net (Level 3).

Capitalized mortgage servicing rights, net. Fair values are estimated using inputs based on discounted future net cash flow methodology (Level 3). The fair value of MSRs carried at amortized cost are estimated using a process that involves the use of independent third-party valuation experts, supported by commercially available discounted cash flow models and analysis of current market data. The key inputs used in estimating fair value include the contractually specified servicing fees, prepayment speed of the underlying loans, discount rate, annual per loan cost to service loans, delinquency rates, late charges and other economic factors.

Securities held-to-maturity, net.Fair values are approximated using inputs based on current market quotes received from financial sources that trade such securities and are based on prevailing market data and, in some cases, are derived from third-party proprietary models based on well recognized financial principles and reasonable estimates about relevant future market conditions (Level 3).

Derivative financial instruments. ~~The fair~~Fair values of rate lock and forward sale commitments are estimated using valuation techniques, which include internally-developed models developed based on changes in the U.S. Treasury rate and other observable market data (Level 2). The fair value of rate lock commitments includes the fair value of the expected net cash flows associated with the servicing of the loans, see capitalized mortgage servicing rights, net above for details on the applicable valuation technique (Level 3). We also consider the impact of counterparty non-performance risk when measuring the fair value of these derivatives. Given the credit quality of our counterparties, the short duration of interest rate lock commitments and forward sale contracts, and our historical experience, the risk of nonperformance by our counterparties is not significant.

Credit ~~facilities~~ and repurchase ~~agreements.~~facilities. Fair values for credit ~~facilities~~ and repurchase ~~agreements~~facilities of the Structured Business are estimated using discounted cash flow methodology, using discount rates, which, in our opinion, best reflect current market interest rates for financing with similar characteristics and credit quality (Level 3). The majority of our credit ~~facilities~~ and repurchase ~~agreement~~facilities for the Agency Business bear interest at rates that are similar to those available in the market currently and ~~the~~ fair values are estimated using Level 2 inputs. For these facilities, the fair values approximate their carrying values.

Collateralized loan obligations and junior subordinated ~~notes and Debt Fund.~~ notes.Fair values are estimated based on broker quotations, representing the discounted expected future cash flows at a yield that reflects current market interest rates and credit spreads (Level 3).

Senior unsecured notes. Fair values are estimated at current market quotes received from active markets when available (Level 1). If quotes from active markets are unavailable, then the fair values are estimated utilizing current market quotes received from inactive markets (Level 2).

Convertible senior unsecured notes, net. Fair values are estimated ~~based on~~using current market quotes received from inactive markets (Level 2).

We measure certain financial assets and financial liabilities at fair value on a recurring basis. The fair values of these financial assets and liabilities are determined using the following input levels as of June 30, 2021 (in thousands):


					Fair Value Measurements Using Fair
	Carrying				Value Hierarchy
	Value		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Derivative financial instruments	$	2,387	$	2,387	$	—	$	2,263	$	124

Financial liabilities:
Derivative financial instruments	$	393	$	393	$	—	$	393	$	—

3531

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Fair Value Measurements Using Fair

Carrying

Value  Hierarchy


Value

Fair Value

Level 1

Level 2

Level 3
Financial assets:

Derivative financial instruments

$
3,547

$
3,547

$
—

$
1,387

$
2,160

Financial liabilities:

Derivative financial instruments

$
852

$
852

$
—

$
852

$
—

~~We measure certain financial~~ and non-financial assets at fair value on a nonrecurring basis. The fair values of these financial and non-financial assets, if applicable, are determined using the following input levels as of ~~September~~June 30, ~~2020~~2021 (in thousands):


					Fair Value Measurements Using Fair										Fair Value Measurements Using Fair
	Net Carrying				Value Hierarchy						Net Carrying				Value Hierarchy
	Value		Fair Value		Level 1		Level 2		Level 3		Value		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Impaired loans, net (1)	$	147,583	$	147,583	$	—	$	—	$	147,583	$	66,935	$	66,935	$	—	$	—	$	66,935

(1)	We had an allowance for ~~loan~~credit losses of ~~$106.3~~$98.7 million relating to 109 impaired loans with an aggregate carrying value, before loan loss reserves, of ~~$253.9~~$165.7 million at ~~September~~June 30, ~~2020.~~2021.

Loan impairment assessments. Loans held for investment are intended to be held to maturity and, accordingly, are carried at cost, net of unamortized loan origination costs and fees, loan purchase discounts, and net of the allowance for ~~loan~~credit losses, when such loan or investment is deemed to be impaired. We consider a loan impaired when, based upon current information, it is probable that we will be unable to collect all amounts due for both principal and interest according to the contractual terms of the loan agreement. We evaluate our loans to determine if the value of the underlying collateral securing the impaired loan is less than the net carrying value of the loan, which may result in an allowance and corresponding charge to the provision for ~~loan~~credit losses. These valuations require significant judgments, which include assumptions regarding capitalization and discount rates, revenue growth rates, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan and other factors. The table above and below includes all impaired loans, regardless of the period in which the impairment was recognized.

Quantitative information about Level 3 fair value measurements at June 30, 2021 is as follows ($ in thousands):


			Valuation
	Fair Value		Techniques	Significant Unobservable Inputs
Financial assets:
Impaired loans:
Land	$	49,960	Discounted cash flows	Discount rate	21.50	%
				Revenue growth rate	3.00	%

				Discount rate	10.15	%
Retail		15,511	Discounted cash flows	Capitalization rate	9.25	%
				Revenue growth rate	1.68	%

Healthcare		828	Discounted cash flows	Capitalization rate	14.30	%

				Discount rate	11.00	%
Office		636	Discounted cash flows	Capitalization rate	9.00	%
				Revenue growth rate	2.50	%
Derivative financial instruments:
Rate lock commitments		124	Discounted cash flows	W/A discount rate	8.44	%

3632

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

~~Quantitative information about Level 3 fair value measurements at September 30, 2020 is as follows ($ in thousands):~~

Valuation




Fair Value

Techniques

Significant Unobservable Inputs

Financial assets:

Impaired loans:

Hotel

$
81,716

Discounted cash flows /

Discount rate

7.50
%

direct capitalization

Capitalization rate

5.00
%

Revenue growth rate

25.00
%

Land

49,510

Discounted cash flows

Discount rate

21.50
%

Revenue growth rate

3.00
%

Retail

14,848

Discounted cash flows

Discount rate

10.21
%

Capitalization rate

9.25
%

Revenue growth rate

1.76
%

Healthcare

828

Discounted cash flows

Capitalization rate

14.30
%

Office

681

Discounted cash flows

Discount rate

11.00
%

Capitalization rate

9.00
%

Revenue growth rate

2.50
%
Derivative financial instruments:

Rate lock commitments

2,160

Discounted cash flows

W/A discount rate

12.75
%

The derivative financial instruments using Level 3 inputs are outstanding for short periods of time (generally less than 60 days). A roll-forward of Level 3 derivative instruments is as follows (in thousands):


	Fair Value Measurements Using				Fair Value Measurements Using				Fair Value Measurements Using				Fair Value Measurements Using
	Significant Unobservable Inputs				Significant Unobservable Inputs				Significant Unobservable Inputs				Significant Unobservable Inputs
	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020
Derivative assets and liabilities, net
Beginning balance	$	549	$	745	$	1,066	$	324	$	1,439	$	2,069	$	1,967	$	1,066
Settlements		(40,746)		(30,067)		(95,614)		(62,587)		(23,045)		(33,936)		(58,074)		(54,867)
Realized gains recorded in earnings		40,197		29,322		94,548		62,263		21,606		31,867		56,107		53,801
Unrealized gains recorded in earnings		2,160		589		2,160		589		124		549		124		549
Ending balance	$	2,160	$	589	$	2,160	$	589	$	124	$	549	$	124	$	549

The components of fair value and other relevant information associated with our rate lock commitments, forward sales commitments and the estimated fair value of cash flows from servicing on loans held-for-sale are as follows (in thousands):


	Notional/		Fair Value of		Interest Rate		Total Fair Value		Notional/		Fair Value of		Interest Rate		Total Fair Value
September 30, 2020	Principal Amount		Servicing Rights		Movement Effect		Adjustment
June 30, 2021									Principal Amount		Servicing Rights		Movement Effect		Adjustment
Rate lock commitments	$	81,743	$	2,160	$	(110)	$	2,050	$	16,550	$	124	$	127	$	251
Forward sale commitments		688,361		—		110		110		328,069		—		(127)		(127)
Loans held-for-sale, net (1)		617,920		14,704		—		14,704		448,940		9,669		—		9,669
Total			$	16,864	$	—	$	16,864			$	9,793	$	—	$	9,793

(1)	Loans held-for-sale, net are recorded at the lower of cost or market on an aggregate basis and includes fair value adjustments related to estimated cash flows from MSRs.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

We measure certain assets and liabilities for which fair value is only disclosed. The fair value of these assets and liabilities are determined using the following input levels as of ~~September~~June 30, ~~2020~~2021 (in thousands):


					Fair Value Measurements Using Fair Value Hierarchy										Fair Value Measurements Using Fair Value Hierarchy
	Carrying Value		Fair Value		Level 1		Level 2		Level 3		Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Loans and investments, net	$	4,910,872	$	5,033,017	$	—	$	—	$	5,033,017	$	7,213,915	$	7,421,181	$	—	$	—	$	7,421,181
Loans held-for-sale, net		631,138		641,616		—		626,912		14,704		457,647		469,195		—		459,526		9,669
Capitalized mortgage servicing rights, net		335,235		363,819		—		—		363,819		418,653		471,275		—		—		471,275
Securities held-to-maturity, net		118,260		115,613		—		—		115,613		114,696		125,003		—		—		125,003

Financial liabilities:
Credit and repurchase facilities	$	1,449,940	$	1,451,759	$	—	$	567,552	$	884,207	$	2,015,188	$	2,016,291	$	—	$	391,790	$	1,624,501
Collateralized loan obligations		2,516,032		2,478,949		—		—		2,478,949		3,484,088		3,506,460		—		—		3,506,460
Senior unsecured notes		662,289		650,235		650,235		—		—		836,074		853,814		853,814		—		—
Convertible senior unsecured notes, net		266,706		264,803		—		264,803		—		270,917		304,689		—		304,689		—
Junior subordinated notes		141,470		99,106		—		—		99,106		142,013		100,650		—		—		100,650

Note 1413 — Commitments and Contingencies

Impact of COVID-19. The magnitude and duration of COVID-19 and its impact on our business and on our borrowers is uncertain and will mostly depend on future events, which cannot be predicted. As this pandemic continues and if economic conditions worsen, it may have long-term impacts on our financial position, results of operations and cash flows. See Note 2 and Item 1A. Risk Factors of our 2020 Annual Report for further discussion of COVID-19.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

Agency Business Commitments. Our Agency Business is subject to supervision by certain regulatory agencies. Among other things, these agencies require us to meet certain minimum net worth, operational liquidity and restricted liquidity collateral requirements, and compliance with reporting requirements. Our adjusted net worth and liquidity required by the agencies for all periods presented exceeded these requirements.

As of ~~September~~June 30, ~~2020,~~2021, we were required to maintain at least ~~$16.1~~$19.1 million of liquid assets in one of our subsidiaries to meet our operational liquidity requirements for Fannie Mae and we had operational liquidity in excess of this requirement.

We are generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program and are required to secure this obligation by assigning restricted cash balances and/or a letter of credit to Fannie Mae. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level by a Fannie Mae assigned tier, which considers the loan balance, risk level of the loan, age of the loan and level of risk-sharing. Fannie Mae requires restricted liquidity for Tier 2 loans of 75 basis points, 15 basis points for Tier 3 loans and 5 basis points for Tier 4 loans, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. A significant portion of our Fannie Mae DUS serviced loans for which we have risk sharing are Tier 2 loans. As of ~~September~~June 30, ~~2020,~~2021, we met the restricted liquidity requirement with a $45.0 million letter of credit and ~~$6.9~~$14.6 million of cash collateral.

As of ~~September~~June 30, ~~2020,~~2021, reserve requirements for the Fannie Mae DUS loan portfolio will require us to fund ~~$39.7~~$47.7 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within our at-risk portfolio. Fannie Mae periodically reassesses these collateral requirements and may make changes to these requirements in the future. We generate sufficient cash flow from our operations to meet these capital standards and do not expect any changes to have a material impact on our future operations; however, future changes to collateral requirements may adversely impact our available cash.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

We are subject to various capital requirements in connection with seller/servicer agreements that we have entered into with secondary market investors. Failure to maintain minimum capital requirements could result in our inability to originate and service loans for the respective investor and, therefore, could have a direct material effect on our consolidated financial statements. As of ~~September~~June 30, ~~2020,~~2021, we met all of Fannie Mae’s quarterly capital requirements and our Fannie Mae adjusted net worth was in excess of the required net worth. We are not subject to capital requirements on a quarterly basis for Ginnie Mae orand FHA, as ~~such~~ requirements for these investors are only required on an annual basis.

As an approved designated seller/servicer under Freddie Mac's SBL program, we are required to post collateral to ensure that we are able to meet certain purchase and loss obligations required by this program. Under the SBL program, we are required to post collateral equal to $5.0 million, which is satisfied with a $5.0 million letter of credit.

We enter into contractual commitments with borrowers providing rate lock commitments while simultaneously entering into forward sale commitments with investors. These commitments are outstanding for short periods of time (generally less than 60 days) and are described in more detail in Note 1211 and Note ~~13.~~12.

Debt Obligations and Operating Leases. As of ~~September~~June 30, ~~2020,~~2021, the maturities of our debt obligations and the minimum annual operating lease payments under leases with a term in excess of one year are as follows (in thousands):


			Minimum Annual						Minimum Annual
	Debt		Operating Lease				Debt		Operating Lease
Year	Obligations		Payments		Total		Obligations		Payments		Total
2020 (three months ending December 31, 2020)	$	691,917	$	1,327	$	693,244
2021		710,547		4,861		715,408
2021 (six months ending December 31, 2021)							$	859,768	$	3,408	$	863,176
2022		1,809,657		7,986		1,817,643		2,496,580		8,257		2,504,837
2023		938,641		7,754		946,395		1,371,081		8,031		1,379,112
2024		456,905		7,652		464,557		1,017,797		7,926		1,025,723
2025		18,334		7,696		26,030		256,723		7,978		264,701
2026								340,026		8,282		348,308
Thereafter		464,587		34,041		498,628		463,903		26,098		490,001
Total	$	5,090,588	$	71,317	$	5,161,905	$	6,805,878	$	69,980	$	6,875,858

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

During ~~both~~ the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, we recorded lease expense of $2.4 million and $1.5 million, respectively, and during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, we recorded lease expense of ~~$4.6~~$4.7 million and ~~$4.5~~$3.1 million, respectively.

Unfunded Commitments. In accordance with certain structured loans and investments, we have outstanding unfunded commitments of ~~$194.9~~$524.7 million as of ~~September~~June 30, ~~2020~~2021 that we are obligated to fund as borrowers meet certain requirements. Specific requirements include, but are not limited to, property renovations, building construction and conversions based on criteria met by the borrower in accordance with the loan agreements.

Litigation. We are currently neither subject to any material litigation nor, to the best of our knowledge, threatened by any material litigation other than the following:

In June 2011, 3 related lawsuits were filed by the Extended Stay Litigation Trust (the “Trust”), a post-bankruptcy litigation trust alleged to have standing to pursue claims that previously had been held by Extended Stay, Inc. and the Homestead Village L.L.C. family of companies (together “ESI”) (formerly Chapter 11 debtors, together the ~~"Debtors"~~“Debtors”) that have emerged from bankruptcy. NaN of the lawsuits were filed in the U.S. Bankruptcy Court for the Southern District of New York, and the third in the Supreme Court of the State of New York, New York County. There were 73 defendants in the 3 lawsuits, including 55 corporate and partnership entities and 18 individuals. A subsidiary of ours and certain other entities that are affiliates of ours are included as defendants. The New York State Court action ~~has been~~was removed to the Bankruptcy Court. Currently, there is just a single case in Bankruptcy Court.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

The lawsuits all ~~allege,~~alleged, as a factual basis and background, certain facts surrounding the June 2007 leveraged buyout of ESI from affiliates of Blackstone Capital. Our subsidiary, Arbor ESH II, LLC, had a $115.0 million investment in the Series A1 Preferred Units of a holding company of Extended Stay, Inc. The New York State Court action and 1 of the 2 federal court actions ~~name~~named as defendants Arbor ESH II, LLC, Arbor Commercial Mortgage, LLC ~~("ACM ")~~(“ACM”), and ABT-ESI LLC, an entity in which we have a membership interest, among the broad group of defendants. These 2 actions were commenced by substantially identical complaints. The defendants are alleged, ~~in these complaints,~~ among other things, to have breached fiduciary and contractual duties by causing or allowing the Debtors to pay illegal dividends or other improper distributions of value at a time when the Debtors were insolvent. ~~These 2 complaints~~The Trust also ~~allege~~alleges that the defendants aided and abetted, induced, or participated in breaches of fiduciary duty, waste, and unjust enrichment (“Fiduciary Duty Claims”) and name a director of ours, and a former general counsel of ACM, each of whom had served on the Board of Directors of ESI for a period of time. We are defending these 2 defendants and paying the costs of such defense. On the basis of the foregoing allegations, the Trust has asserted claims under a number of common law theories, seeking the return of assets transferred by the Debtors prior to the ~~Debtors'~~Debtors’ bankruptcy filing.

In the third action, filed in Bankruptcy Court, the same plaintiff, the Trust, ~~has~~ named ACM and ABT-ESI LLC, together with a number of other defendants, and asserts claims, including constructive and fraudulent conveyance claims, under state and federal statutes, as well as a claim under the Federal Debt Collection Procedure Act.

In June 2013, the Trust filed a motion to amend the lawsuits, to, among other things, (i) consolidate the lawsuits into 1 lawsuit, (ii) remove 47 defendants from the lawsuits, NaN of whom are related to us, ~~from the lawsuits~~ so that there are 26 remaining defendants, including 16 corporate and partnership entities and 10 individuals, and (iii) reduce the counts within the lawsuits from over 100 down to 17.

The remaining counts in the ~~sole remaining~~Trust’s amended complaint against our affiliates are principally state law claims for breach of fiduciary duties, waste, unlawful dividends and unjust enrichment, and claims under the Bankruptcy Code for avoidance and recovery actions, among others. The ~~bankruptcy court~~Bankruptcy Court granted the motion to amend and the amended complaint has been filed. The amended complaint seeks approximately ~~$139.0~~$139.0 million in the aggregate, plus interest from the date of the alleged unlawful transfers, from director designees, portions of which are also sought from our affiliates as well as from unaffiliated defendants.

We moved to dismiss the referenced remaining ~~action~~actions in December 2013.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

After supplemental briefing and multiple adjourned conferences, in August 2020, the Court issued a decision granting our motion to dismiss in part, dismissing 9 of the 17 counts. The Court permitted claims against director designees to proceed on theories of authorization of illegal dividends and breach of fiduciary duty. The Court permitted claims against the defendant entities, including our affiliated entities, to proceed on theories of constructive fraudulent transfer and fraudulent transfer under state and federal law. Moreover, the Court affirmatively dismissed 4 counts against the defendant entities to the extent they are based on distributions from certain so-called LIBOR Floor Certificates. According to the amended complaint, the total LIBOR Floor Certificate transfers were $74.0 million in value. As a result, with what remains of the amended complaint, total possible liability against the affiliated entities has correspondingly fallen, whereas total possible liability against the director designees remains at approximately $139.0 million.

The parties have stipulated to a schedule for discovery and we intend to vigorously defend against the remaining claims.

We have not made a loss accrual for this litigation because we believe that it is not probable that a loss has been incurred and an amount cannot be reasonably estimated.

Due to Borrowers. Due to borrowers represents borrowers’ funds held by us to fund certain expenditures or to be released at our discretion upon the occurrence of certain pre-specified events, and to serve as additional collateral for borrowers’ loans. While retained, these balances earn interest in accordance with the specific loan terms they are associated with.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

Note 1514 — Variable Interest Entities

Our involvement with VIEs primarily affects our financial performance and cash flows through amounts recorded in interest income, interest expense, provision for loan losses and through activity associated with our derivative instruments.

Consolidated VIEs. We have determined that our operating partnership, ARLP, and our CLO entities, which we consolidate, are VIEs. ARLP is already consolidated in our financial statements, therefore, the identification of this entity as a VIE had no impact on our consolidated financial statements. ~~As described in Note 10, we completed the unwind of the Debt Fund in April 2020 and redeemed all the outstanding notes. Prior to the unwind, the Debt Fund entity was consolidated and considered a VIE.~~

Our CLO consolidated entities invest in real estate and real estate-related securities and are financed by the issuance of debt securities. We, or one of our affiliates, are named collateral manager, servicer, and special servicer for all collateral assets held in CLOs, which we believe gives us the power to direct the most significant economic activities of those entities. We also have exposure to losses to the extent of our equity interests and also have rights to waterfall payments in excess of required payments to bond investors. As a result of consolidation, equity interests have been eliminated, and the consolidated balance sheets reflect both the assets held and debt issued to third parties by the CLOs, ~~and Debt Fund,~~ prior to the unwind. Our operating results and cash flows include the gross asset and liability amounts related to the CLOs ~~and Debt Fund, prior to the unwind,~~ as opposed to our net economic interests in those entities.

The assets and liabilities related to these consolidated CLOs ~~and Debt Fund~~ are as follows (in thousands):


	September 30, 2020		December 31, 2019		June 30, 2021		December 31, 2020
Assets:
Restricted cash	$	103,411	$	208,467	$	233,473	$	188,226
Loans and investments, net		2,993,596		2,557,909		3,990,518		2,923,634
Other assets		15,748		18,380		26,857		22,587
Total assets	$	3,112,755	$	2,784,756	$	4,250,848	$	3,134,447

Liabilities:
Collateralized loan obligations	$	2,516,032	$	2,130,121	$	3,484,088	$	2,517,309
Debt fund		—		68,629
Other liabilities		2,713		10,849		3,952		2,755
Total liabilities	$	2,518,745	$	2,209,599	$	3,488,040	$	2,520,064

Assets held by the CLOs are restricted and can only be used to settle obligations of the CLOs. The liabilities of the CLOs are non-recourse to us and can only be satisfied from each respective asset pool. See Note 109 for details. We are not obligated to provide, have not provided, and do not intend to provide financial support to any of the consolidated CLOs.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

Unconsolidated VIEs. We determined that we are not the primary beneficiary of 3231 VIEs in which we have a variable interest as of ~~September~~June 30, ~~2020~~2021 because we do not have the ability to direct the activities of the VIEs that most significantly impact each entity’s economic performance.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

A summary of our variable interests in identified VIEs, of which we are not the primary beneficiary, as of ~~September~~June 30, ~~2020~~2021 is as follows (in thousands):


Type	Carrying Amount (1)		Carrying Amount (1)
Loans	$	481,422	$	495,347
B Piece and SFR bonds		81,523
B Piece bonds				53,643
APL certificates		38,365		63,168
Equity investments		12,219		16,216
Agency interest only strips		2,084		792
Total	$	615,613	$	629,166

(1)

Represents the carrying amount of loans and investments before reserves. At ~~September~~June 30, ~~2020, $218.8~~2021, $130.0 million of loans to VIEs had corresponding specific loan loss reserves of ~~$86.9~~$79.4 million. The maximum loss exposure as of ~~September~~June 30, ~~2020~~2021 would not exceed the carrying amount of our investment.

These unconsolidated VIEs have exposure to real estate debt of approximately ~~$4.88~~$4.30 billion at ~~September~~June 30, ~~2020.~~2021.

Note 1615 — Equity

Preferred Stock. ~~The~~In June 2021, the Company completed a public offering of 9,200,000 shares of 6.375% Series D cumulative redeemable preferred stock with a liquidation preference of $25.00 per share, generating net proceeds of approximately $222.6 million after deducting the underwriting discount and other offering expenses. We used $93.3 million of the proceeds to fully redeem our Series A, B and C preferred stock. The 6.375% Series D preferred stock ~~outstanding are~~is not redeemable by ~~us.~~the Company prior to June 2, 2026 except under circumstances intended to preserve the Company’s qualification as a REIT and except upon the occurrence of a change of control.

Common Stock. In ~~August 2020,~~March 2021, we ~~filed~~completed a ~~shelf registration statement as a "well-known seasoned issuer" as defined~~public offering in ~~Rule 405 under the Securities Act,~~ 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.~~

~~In August 2020,~~ we ~~amended the equity distribution agreement with JMP Securities LLC (“JMP”). In accordance with the terms of the amendment, we may offer and sell up to 10,000,000~~sold 7,000,000 shares of our common stock in “At-The-Market” equity offerings through JMP by means of ordinary brokers' transactions or otherwise at market prices prevailing at the time of sale, or at negotiated prices. During the nine months ended September 30, 2020, we sold 6,887,274 shares for $15.48 per share and received net proceeds of ~~$78.5 million.~~$108.2 million after deducting the underwriter's discount and other offering expenses. The proceeds were used to make investments related to our business and for general corporate purposes. We also used ~~a portion~~$12.4 million of the net proceeds from this offering to ~~redeem 2,736,894 operating partnership units ("OP Units") for cash totaling $29.7 million. As of September 30, 2020, we had approximately 7,300,000 shares available under the amended agreement.~~

In March 2020, the Board of Directors authorized a share repurchase program providing for the repurchase of up to $100.0 million of our outstanding common stock. The repurchase of our common stock may be made from time to time in the open market, in privately negotiated transactions or in compliance with a Rule 10b5-1 plan based on our stock price, general market conditions, applicable legal requirements and other factors. The program may be discontinued or modified at any time. As of September 30, 2020, we repurchased 993,106purchase 800,000 shares of our common stock ~~under this program at a total cost~~from certain executive officers of ~~$3.9~~ ~~million~~ours, ACM and an ~~average cost of~~ ~~$3.98 per share.~~estate planning family vehicle established by our chief executive officer at the same price the underwriters paid to purchase the shares.

~~During the nine months ended September 30, 2020,~~In June 2021, we ~~issued 321,412 and 41,601~~completed a public offering in which we sold 6,000,000 shares ~~in connection with the settlements~~ of our ~~5.25%~~common stock for $18.46 per share and ~~5.375% Convertible Notes, respectively. In February 2020, we~~received net proceeds of $110.6 million after deducting the underwriter's discount and other offering expenses. The proceeds are being used to make investments related to our business and for general corporate purposes. We also used ~~a portion~~$11.1 million of the net proceeds from ~~our public~~this offering ~~in December 2019~~ to purchase ~~an aggregate of 747,500~~600,000 shares of our common stock ~~and OP Units~~ from ~~our chief executive officer and~~ ACM at the same price the underwriters paid to purchase the shares.

During the six months ended June 30, 2021, we sold 6,422,879 shares of our common stock for net proceeds of $109.2 million through an “At-The-Market” equity offering sales agreement with JMP Securities LLC (“JMP”). We used $21.1 million of the net proceeds to redeem OP Units from 2 of ACM's members for their membership interest in ACM.

Noncontrolling Interest. Noncontrolling interest relates to the operating partnership units (“OP Units”) issued to satisfy a portion of the purchase price in connection with the acquisition of the agency platform of ACM in 2016 (the ~~"Acquisition"~~“Acquisition”). Each of these OP Units are paired with 1 share of our special voting preferred shares having a par value of $0.01 per share and is entitled to 1 vote each on any matter submitted for stockholder approval. The OP Units are entitled to receive distributions if and when our Board of Directors authorizes and declares common stock distributions. The OP Units are also redeemable for cash, or at our option, for shares of our common stock on a 1-for-one basis. ~~As noted above, during the third quarter of 2020, we redeemed 2,736,894~~At June 30, 2021, there were 16,352,233 OP Units ~~for~~outstanding, which represented 10.3% of the voting power of our outstanding stock.

4237

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

~~cash and there were 17,632,371 OP Units outstanding at September 30, 2020, which represented 13.2% of the voting power of our outstanding stock.~~

~~Distributions.~~ ~~Dividends declared (on a per share basis) during the nine months ended September 30, 2020 are as follows:~~

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

Distributions. Dividends declared (on a per share basis) during the six months ended June 30, 2021 are as follows:


Common Stock			Preferred Stock
				Dividend (1)
Declaration Date	Dividend		Declaration Date	Series A		Series B		Series C		Series D
February 17, 2021	$	0.33	February 1, 2021	$	0.515625	$	0.484375	$	0.53125	N/A
May 5, 2021	$	0.34	April 30, 2021	$	0.515625	$	0.484375	$	0.53125	N/A

(1)

The dividend declared on ~~July 29, 2020 was for June 1, 2020 through August 31, 2020, the dividend declared on May 1, 2020~~April 30, 2021 was for March 1, ~~2020~~2021 through May 31, ~~2020~~2021 and the dividend declared on ~~January 31, 2020~~February 1, 2021 was for December 1, ~~2019~~2020 through February ~~29, 2020.~~28, 2021. As mentioned above, we used a portion of the proceeds from our Series D preferred stock to fully redeem our Series A, B and C preferred stock in June 2021.

Common Stock – On ~~October~~July 28, ~~2020,~~2021, the Board of Directors declared a cash dividend of ~~$0.32~~$0.35 per share of common stock. The dividend is payable on ~~November 30, 2020~~August 31, 2021 to common stockholders of record as of the close of business on ~~November~~August 16, ~~2020.~~2021.

Preferred Stock – On ~~October 28, 2020,~~July 2, 2021, the Board of Directors declared a cash dividend of ~~$0.515625~~$0.256771 per share of ~~8.25%~~6.375% Series AD 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~~stock, which reflects dividends from ~~September 1, 2020~~June 2, 2021 through ~~November 30, 2020~~July 29, 2021 and are payable on ~~November~~July 30, ~~2020~~2021 to preferred stockholders of record on ~~November~~July 15, ~~2020.~~2021.

Deferred Compensation. In ~~the first quarter of 2020,~~March 2021, we issued ~~298,991~~257,726 shares of restricted common stock to employees under the ~~2017~~2020 Amended Omnibus Stock Incentive Plan (the ~~“2017~~“2020 Plan”) with a total grant date fair value of ~~$3.2~~$4.1 million. ~~Substantially all~~Approximately half of ~~these~~the shares ~~have~~had one third vest as of the grant date and one third vesting on each of the first and second anniversaries of the grant date. The majority of the remaining shares had one fifth vest as of the grant date and one fifth vesting on each of the first, second, third and fourth anniversaries of the grant date. In March ~~2020,~~2021, we also issued ~~36,396~~27,864 shares of fully vested common stock to the independent members of the Board of Directors under the ~~2017~~2020 Plan with a grant date fair value of $0.4 million.

~~In the first quarter of 2020, we issued 45,928 shares of restricted common stock to our chief executive officer under his 2017 annual incentive agreement with a grant date fair value of $0.5 million.~~ ~~One~~ ~~quarter of the shares vested as of the grant date and~~ ~~one~~ ~~quarter will vest on each of the~~ ~~first~~, ~~second~~ ~~and~~ ~~third~~ anniversaries of the grant date. Our chief executive officer was also granted up to 275,569 performance-based restricted stock units with a grant date fair value of $0.1 million that vest at the end of a four-year performance period based on our achievement of certain total stockholder return objectives. During the first quarter of ~~2020, 421,348~~2021, 448,980 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. During the third quarter of 2020, our chief executive officer was granted 313,152 shares of performance-based restricted stock with a grant date fair value of $3.0 million as a result of achieving goals related to the integration of the Acquisition, which vests in full three years after the grant date. In addition, 357,569 shares of performance-based restricted stock granted in 2017 vested in the third quarter of 2020, which were net settled for 182,467229,083 common shares.

During the first quarter of ~~2020,~~2021, we withheld ~~149,595~~140,744 shares from the net settlement of restricted common stock by employees for payment of withholding ~~taxes.~~taxes on shares that vested.

In April 2021, we entered into a second amended and restated annual incentive agreement (the “2021 annual incentive agreement”) with our chief executive officer, effective January 1, 2021. The terms of the 2021 annual incentive agreement provide for: (1) an annual base salary of $1.2 million; (2) an annual cash payment of $0.8 million; and (3) annual performance cash bonus target opportunities of $2.9 million at target performance, $1.5 million at threshold performance and $4.4 million at maximum performance, with the opportunity to earn an additional $0.7 million annually in the event of extraordinary performance with respect to corporate capital growth goals. The 2021 annual incentive agreement also provides for: (1) a grant with a value of $3.0 million to be made in July 2021, dependent on reaching certain goals relating to the integration of the Acquisition (“Acquisition Related Grant”), which represents the last Acquisition Related Grant; and (2) at our chief executive officer’s option, to be exercised annually for the remainder of the term of the 2021 annual incentive agreement, either (i) a grant with a value of $3.0 million, which will vest in full three years from the date of the grant (“Time Based Vesting Equity Award”) or (ii) a performance based award of restricted stock (“Performance-Based TSR Equity Award”) with an annual value at grant of $12.0 million, relating to our total stockholder return objectives. The Acquisition Related Grant will vest in full on the third anniversary of the grant date. The Performance-Based TSR Equity Award will vest, in whole or in part, based on the attainment of total stockholder return goals over a five-year period.

In April 2021, our chief executive officer elected to receive the Time Based Vesting Equity Award option in connection with the 2021 annual incentive agreement; therefore, we granted our chief executive officer 184,729 shares of restricted common stock with a grant date fair value of $3.1 million that vest in full in April 2024.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

Earnings Per Share. Basic EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during each period inclusive of unvested restricted stock with full dividend participation rights. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, plus the additional dilutive effect of common stock equivalents during each period using the treasury stock method. Our common stock equivalents include the weighted average dilutive effect of performance-based restricted stock units granted to our chief executive officer, OP Units and convertible senior unsecured notes.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

A reconciliation of the numerator and denominator of our basic and diluted EPS computations ($ in thousands, except share and per share data) is as follows:


	Three Months Ended September 30,								Three Months Ended June 30,
	2020				2019				2021				2020
	Basic		Diluted		Basic		Diluted		Basic		Diluted		Basic		Diluted
Net income attributable to common stockholders (1)	$	81,997	$	81,997	$	33,965	$	33,965	$	69,126	$	69,126	$	44,091	$	44,091
Net income attributable to noncontrolling interest (2)		—		13,836		—		7,363		—		8,717		—		8,110
Net income attributable to common stockholders and noncontrolling interest	$	81,997	$	95,833	$	33,965	$	41,328	$	69,126	$	77,843	$	44,091	$	52,201
Weighted average shares outstanding		113,766,446		113,766,446		94,486,839		94,486,839		135,262,197		135,262,197		110,745,572		110,745,572
Dilutive effect of OP Units (2)		—		19,196,660		—		20,484,094		—		17,056,229		—		20,369,265
Dilutive effect of restricted stock units (3)		—		1,029,668		—		1,427,329		—		929,734		—		767,561
Dilutive effect of convertible notes (4)		—		4,313		—		1,069,782		—		368,431		—		—
Weighted average shares outstanding		113,766,446		133,997,087		94,486,839		117,468,044		135,262,197		153,616,591		110,745,572		131,882,398
Net income per common share (1)	$	0.72	$	0.72	$	0.36	$	0.35	$	0.51	$	0.51	$	0.40	$	0.40


	Nine Months Ended September 30,								Six Months Ended June 30,
	2020				2019				2021				2020
Net income attributable to common stockholders (1)	$	66,778	$	66,778	$	85,532	$	85,532
Net income attributable to noncontrolling interest (2)		—		11,012		—		19,429
Net income attributable to common stockholders and noncontrolling interest	$	66,778	$	77,790	$	85,532	$	104,961
Net income (loss) attributable to common stockholders (1)									$	138,606	$	138,606	$	(15,219)	$	(15,219)
Net income (loss) attributable to noncontrolling interest (2)										—		18,459		—		(2,824)
Net income (loss) attributable to common stockholders and noncontrolling interest									$	138,606	$	157,065	$	(15,219)	$	(18,043)
Weighted average shares outstanding		111,775,436		111,775,436		89,899,074		89,899,074		130,276,499		130,276,499		110,768,992		110,768,992
Dilutive effect of OP Units (2)		—		19,993,983		—		20,508,205		—		17,307,037		—		20,397,026
Dilutive effect of restricted stock units (3)		—		600,648		—		1,405,776		—		921,187		—		—
Dilutive effect of convertible notes (4)		—		31,248		—		1,220,913		—		313,307		—		—
Weighted average shares outstanding		111,775,436		132,401,315		89,899,074		113,033,968		130,276,499		148,818,030		110,768,992		131,166,018
Net income per common share (1)	$	0.60	$	0.59	$	0.95	$	0.93
Net income (loss) per common share (1)									$	1.06	$	1.06	$	(0.14)	$	(0.14)

(1)	Net of preferred stock dividends.

(2)	We consider OP Units to be common stock equivalents as the holders have voting rights, the right to distributions and the right to redeem the OP Units for the cash value of a corresponding number of shares of common stock or a corresponding number of shares of common stock, at our election.

(3)	~~Mr. Kaufman~~Our chief executive officer is granted restricted stock units annually, which vest at the end of a four-year performance period based upon our achievement of total stockholder return objectives.

(4)	The convertible senior unsecured notes impact diluted earnings per share if the average price of our common stock exceeds the conversion price, as calculated in accordance with the terms of the indenture.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

Note 1716 — Income Taxes

As a REIT, we are generally not subject to U.S. federal income tax to the extent of our distributions to stockholders and as long as certain asset, income, distribution, ownership and administrative tests are met. To maintain our qualification as a REIT, we must annually distribute at least 90% of our REIT-taxable income to our stockholders and meet certain other requirements. We may also be subject to certain state, local and franchise taxes. Under certain circumstances, federal income and excise taxes may be due on our undistributed taxable income. If we were to fail to meet these requirements, we would be subject to U.S. federal income tax, which could have a material adverse impact on our results of operations and amounts available for distributions to our stockholders. We believe that all of the criteria to maintain our REIT qualification have been met for the applicable periods, but there can be no assurance that these criteria will continue to be met in subsequent periods.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

The Agency Business is operated through our TRS Consolidated Group and is subject to U.S. federal, state and local income taxes. In general, our TRS entities may hold assets that the REIT cannot hold directly and may engage in real estate or non-real estate-related business.

In the three and ~~nine~~six months ended ~~September~~June 30, 2021, we recorded a tax provision of $11.0 million and $23.5 million, respectively. In the three and six months ended June 30, 2020, we recorded a tax provision of ~~$17.8~~$12.1 million and ~~$15.5 million, respectively. In the three and nine months ended September 30, 2019, we recorded~~ a tax ~~provision~~benefit of ~~$6.6~~$2.3 million, ~~and $11.0 million, respectively. The~~respectively.The tax provision recorded in the three months ended ~~September~~June 30, ~~2020~~2021 consisted of a current tax provision of ~~$13.9~~$11.0 million and a deferred tax ~~provision~~benefit of ~~$3.9~~less than $0.1 million. The tax provision recorded in the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 consisted of a current and deferred tax provision of ~~$20.7~~$19.0 million and ~~a deferred tax benefit of $5.2~~$4.5 million. The tax provision recorded in the three months ended ~~September~~June 30, ~~2019~~2020 consisted of a deferred tax provision of $10.9 million and a current tax provision of ~~$4.4 million and~~$1.2 million. The tax benefit recorded in the six months ended June 30, 2020 consisted of a deferred tax ~~provision~~benefit of ~~$2.2 million. The tax provision recorded in the nine months ended September 30, 2019 consisted of~~$9.0 million and a current tax provision of ~~$12.0 million and a deferred tax benefit of $1.0~~$6.7 million.

Current and deferred taxes are primarily recorded on the portion of earnings (losses) recognized by us with respect to our interest in the TRS’s. Deferred income tax assets and liabilities are calculated based on temporary differences between our U.S. GAAP consolidated financial statements and the federal, state, local tax basis of assets and liabilities as of the consolidated balance sheets.

Note 1817 — Agreements and Transactions with Related Parties

~~Shared Services~~Support Agreement and Employee Secondment Agreement.We have a ~~shared services~~support agreement and a secondment agreement with ACM and certain of its affiliates and certain affiliates of a relative of our chief executive officer (“Service Recipients”) where we provide ~~limited~~ support services and seconded employees to ~~ACM and they~~the Service Recipients. The Service Recipients reimburse us for the costs of performing such ~~services.~~services and the cost of the seconded employees. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we incurred ~~$0.6~~$0.8 million and ~~$1.8~~$1.6 million, respectively, and, during the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, we incurred ~~$0.6~~$0.7 million and ~~$2.1~~$1.2 million, respectively, of costs for services provided and employees seconded to ~~ACM,~~the Service Recipients, all of which ~~are~~were reimbursed to us and included in due from related party on the consolidated balance sheets.

Other Related Party Transactions. Due from related party was ~~$23.8~~$11.1 million and ~~$10.7~~$12.4 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, which consisted primarily of amounts due from our affiliated servicing operations related to real estate transactions closing at the end of the quarter and amounts due from ACM for costs incurred in connection with the ~~shared services agreement~~support and secondment agreements described above.

Due to related party was $~~0.1~~$6.2 million and ~~$13.1~~$2.4 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, and consisted of loan payoffs, holdbacks and escrows to be remitted to our affiliated servicing operations related to real estate transactions.

In March 2021, we originated a $63.4 million bridge loan to a third-party to purchase a multifamily property from a multifamily-focused commercial real estate investment fund sponsored and managed by our chief executive officer and one of his immediate family members, which fund has no continued involvement with the property following the purchase. The loan has an interest rate of LIBOR plus 3.75% with a LIBOR floor of 0.25% and matures in March 2024. Interest income recorded from this loan was $0.7 million for both the three and six months ended June 30, 2021.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

In December 2020, we committed to fund a $32.5 million bridge loan (of which $1.5 million was funded as of June 30, 2021) and made a $3.5 million preferred equity investment in a SFR build-to-rent construction project. An entity owned by an immediate family member of our chief executive officer also made an equity investment in the project and owns a 21.8% equity interest in the borrowing entity. The bridge loan has an interest rate of LIBOR plus 5.50% with a LIBOR floor of 0.75% and matures in October 2023 and the preferred equity investment has a fixed rate of 12% and matures in October 2023. Interest income recorded from these loans was $0.1 million and $0.2 million for the three and six months ended June 30, 2021, respectively.

In October 2020, we committed to fund a $30.5 million bridge loan and made a $4.6 million preferred equity investment in a SFR build-to-rent construction project. ACM and an entity owned by an immediate family member of our chief executive officer also made equity investments in the project and own an 18.9% equity interest in the borrowing entity. The bridge loan, which was not funded as of June 30, 2021, has an interest rate of LIBOR plus 5.50% with a LIBOR floor of 0.75% and matures in May 2023 and the preferred equity investment has a fixed rate of 12% and matures in April 2023. Interest income recorded from the preferred equity investment was $0.2 million and $0.3 million for the three and six months ended June 30, 2021, respectively.

We have a $35.0 million bridge loan and a $7.8 million preferred equity interest on an office building in New York City. The property is controlled by a third party and, beginning in June 2020, its day-to-day operations are managed by an entity owned by an immediate family member of our chief executive officer, which is entitled to an annual fee of $0.3 million and a 33% equity participation interest. Interest income recorded from these loans was $0.3 million and $0.7 million for the three and six months ended June 30, 2021, respectively, and $0.6 million and $1.4 million for the three and six months ended June 30, 2020, respectively.

In certain instances, our business requires our executives to charter privately owned aircraft in furtherance of our business. In ~~October~~ 2019, we entered into an aircraft time-sharing agreement with an entity controlled by our chief executive officer that owns private aircraft. Pursuant to the agreement, we reimburse the aircraft owner for the required costs under Federal Aviation Administration regulations for the flights our executives' charter. During the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, we reimbursed the aircraft owner ~~$0.4~~$0.1 million and $0.3 million, respectively, for the flights chartered by our executives pursuant the agreement.

In ~~the first quarter of~~ 2019, we, along with ACM, certain executives of ours and a consortium of independent outside investors, formed AMAC ~~Holdings~~ III, ~~LLC ("AMAC III"),~~ a multifamily-focused commercial real estate investment fund sponsored and managed by our chief executive officer and one of his immediate family members. We committed to a $30.0 million investment (of which ~~$10.9~~$15.7 million was funded as of ~~September~~June 30, ~~2020)~~2021) for an 18% interest in AMAC III. WeDuring both the three and six months ended June 30, 2021, the loss recorded from this investment was de minimis. During the three and six months ended June 30, 2020, we recorded a loss of ~~less than $0.1~~$0.5 million and $0.6 million, ~~in the three and nine months ended September 30, 2020,~~ respectively, related to this investment. In July 2019, AMAC III originated a $7.0 million mezzanine loan to a borrower with which we have an outstanding $34.0 million bridge loan. In June 2020, for full satisfaction of the mezzanine loan, AMAC III became the owner of the property. In August 2020, the $34.0 million

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

bridge loan was refinanced with a ~~$35.3~~$35.4 million bridge loan, which bears interest at a rate of ~~350 basis points over~~ LIBOR plus 3.50% and matures in August 2022. We also originated a $15.6 million Private Label loan in December 2019 to a borrower which is 100% owned by AMAC III, which bears interest at a fixed rate of 3.735% and matures in January 2030. In May 2020, we sold the Private Label loan to an unconsolidated affiliate of ours. Interest income recorded from ~~our bridge and Private Label~~these loans ~~totaled $1.6 million for the nine months ended September 30, 2020.~~

In 2018, we originated a $61.2 million bridge loan on a multifamily property owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns 10% of the borrowing entity. The loan has an interest rate of LIBOR plus 4.50% with a LIBOR floor of 2.00% and matures in October 2021. In the fourth quarter of 2019, the related party investors liquidated their equity investment. Interest income recorded from this loan totaled $0.3 million and ~~$1.0~~$0.6 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2021, respectively, and $0.7 million and $1.6 million for the three and six months ended June 30, 2020, respectively.

In 2018, we originated a $37.5 million bridge loan, which was used to purchase several multifamily properties. In ~~January~~ 2019, an entity owned, in part, by an immediate family member of our chief executive officer, purchased a 23.9% interest in the borrowing entity. The loan had an interest rate of LIBOR plus 4.25% with a LIBOR floor of 2.375% and was scheduled to mature in October 2020. In May 2020, the borrower repaid this loan in full. Interest income recorded from this loan ~~totaled $1.4 million for the nine months ended September 30, 2020 and $0.7~~was $0.8 million and ~~$2.0~~$1.4 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively.

In 2018, we acquired a $19.5 million bridge loan originated by ACM. The loan was used to purchase several multifamily properties by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns 85% of the borrowing entity. The loan ~~has~~had an interest rate of LIBOR plus 4.0% with a LIBOR floor of 2.125% and ~~matures~~was scheduled to mature in July 2021. In January 2021, the borrower repaid this loan in full. Interest income recorded from this loan ~~totaled~~was $0.3 million and ~~$0.9~~$0.6 million for the three and ~~nine~~six months ended ~~September~~June 30, 2020, ~~respectively, and $0.3 million and $1.0 million for the three and nine months ended September 30, 2019,~~ respectively.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

In 2018, we originated a $17.7 million bridge loan to an entity owned, in part, by an immediate family member of our chief executive officer, who ~~owned~~owns a 10.8% interest in the borrowing entity. The loan was used to purchase several undeveloped parcels of land. The loan ~~had~~has a fixed interest rate of 10% and was scheduled to mature in February 2020. In September 2019, the borrower made a partial paydown of principal totaling $4.7 million and the remaining balance was paid off in January 2020. Interest income recorded from this loan ~~totaled~~was $0.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020 and $0.4 million and $1.5 million for the three and nine months ended September 30, 2019, respectively.~~2020.

In 2018, we originated a $21.7 million bridge loan on a multifamily property owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns 75% in the borrowing entity. The loan has an interest rate of LIBOR plus 4.75% with a LIBOR floor of 1.25% and ~~matures~~was scheduled to mature in June 2021, which was extended to August 2021. Interest income recorded from this loan ~~totaled~~was $0.3 million for both the three months ended June 30, 2021 and ~~$1.0~~2020, and $0.7 million for both the ~~three and nine~~six months ended ~~September~~June 30, ~~2020, respectively,~~2021 and ~~$0.4 million and $1.0 million for the three and nine months ended September 30,2019, respectively.~~2020.

In 2018, we acquired a $9.4 million bridge loan originated by ACM. The loan was used to purchase several multifamily properties by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns 75% of the borrowing entity. The loan has an interest rate of LIBOR plus 5.0% with a LIBOR floor of 1.25% and ~~matures~~was scheduled to mature in January 2021. In January 2021, the maturity date of this loan was extended to January 2022. Interest income recorded from this loan ~~totaled~~was $0.1 million for both the three months ended June 30, 2021 and ~~$0.4~~2020, and $0.3 million for both the ~~three and nine~~six months ended ~~September~~June 30, ~~2020, respectively,~~2021 and ~~$0.2 million and $0.4 million for the three and nine months ended September 30, 2019, respectively.~~

In 2017, we acquired a $32.8 million bridge loan originated by ACM. The loan was used to purchase several multifamily properties by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owned 90% of the borrowing entity. The loan had an interest rate of LIBOR plus 5.0% with a LIBOR floor of 1.13% and was

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

~~scheduled to mature in June~~ 2020. In October 2019, the borrower repaid this loan in full. Interest income recorded from this loan totaled $0.6 million and $1.9 million for the three and nine months ended September 30, 2019, respectively.

In 2017, we originated 2 bridge loans totaling $28.0 million on 2 multifamily properties owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns 45% of the borrowing entity. The loans had an interest rate of LIBOR plus 5.25% with LIBOR floors ranging from 1.24% to 1.54% and were scheduled to mature in the fourth quarter of 2020. The borrower refinanced these loans with a $31.1 million bridge loan we originated in ~~November~~ 2019 with an interest rate of LIBOR plus 4.0%, a LIBOR floor of 1.80% and a maturity date in October 2021. Interest income recorded from ~~these loans totaled~~this loan was $0.5 million for both the three months ended June 30, 2021 and ~~$1.4~~2020, and $1.0 million for both the ~~three and nine~~six months ended ~~September~~June 30, ~~2020, respectively,~~2021 and ~~$0.6 million and $1.7 million for the three and nine months ended September 30, 2019, respectively.~~2020.

In 2017, we originated a $46.9 million Fannie Mae loan on a multifamily property owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers) which owns a 17.6% interest in the borrowing entity. We carry a maximum loss-sharing obligation with Fannie Mae on this loan of up to 5% of the original UPB. Servicing revenue recorded from this loan was less than $0.1 million for all periods presented.

In 2017, Ginkgo Investment Company LLC (“Ginkgo”), of which one of our directors is a 33% managing member, purchased a multifamily apartment complex which assumed an existing $8.3 million Fannie Mae loan that we service. Ginkgo subsequently sold the majority of its interest in this property and owned a 3.6% interest at ~~September~~June 30, ~~2020.~~2021. We carry a maximum loss-sharing obligation with Fannie Mae on this loan of up to 20% of the original UPB. Upon the sale, we received a 1% loan assumption fee which was governed by existing loan agreements that were in place when the loan was originated in 2015, prior to such purchase. Servicing revenue recorded from this loan was less than $0.1 million for all periods presented.

In 2016, we originated $48.0 million of bridge loans on 6 multifamily properties owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns interests ranging from 10.5% to 12.0% in the borrowing entities. The loans had an interest rate of LIBOR plus 4.5% with a LIBOR floor of 0.25% and were scheduled to mature in September 2019. In 2017, a $6.8 million loan on 1 property paid off in full and in 2018 4 additional loans totaling $28.3 million paid off in full. In January 2019, $10.9 million of the $12.9 million remaining bridge loan paid off, with the $2.0 million remaining UPB converting to a mezzanine loan with a fixed interest rate of 10.0% and a January 2024 maturity. Interest income recorded from the remaining mezzanine loan ~~totaled~~was $0.1 million ~~and $0.2 million~~ for ~~the three and nine months ended September 30, 2020, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2019, respectively.~~all periods presented.

In ~~2016,~~March 2020, we originated a ~~$12.7~~$14.8 million ~~bridge~~Private Label loan and a ~~$5.2~~$3.4 million ~~preferred equity investment~~mezzanine loan on 2 multifamily properties owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our chief executive officer) which owns a 50% interest in the borrowing entity. The bridge loan had an interest rate of LIBOR plus 4.5% with a LIBOR floor of 0.25% and the preferred equity investment had a fixed interest rate of 10%. The bridge loan and the preferred equity investment paid off in full in May 2019. In March 2020, we originated a $14.8 million Private Label loan and a $3.4 million mezzanine loan to the properties. The Private Label loan bears interest at a fixed rate of ~~3.10%~~3.1% and the mezzanine loan bears interest at a fixed rate of ~~9.00%~~9.0% and both loans mature in April 2030. In May 2020, we sold the Private Label loan to an unconsolidated affiliate of ours. Interest income recorded from these loans totaled ~~$0.3~~$0.1 million for both the ~~nine~~three and six months ended ~~September~~June 30, ~~2020~~2021 and ~~$0.6~~$0.2 million for both the ~~nine~~three and six months ended ~~September~~June 30, ~~2019.~~2020.

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2021

In 2015, we invested $9.6 million for 50% of ACM's indirect interest in a joint venture with a third party that was formed to invest in a residential mortgage banking business. As a result of this transaction, we had an initial indirect interest of 22.5% in this entity. In January 2021, an equity investor in the underlying residential mortgage banking business exercised their right to purchase an additional interest in this investment, which decreased our indirect interest to 12.3%. We recorded income from ~~these investments~~equity affiliates related to this investment of ~~$32.3~~$4.8 million and ~~$56.1~~$27.3 million in the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, and ~~$2.6~~$20.9 million and ~~$6.1~~$23.8 million in the three and ~~nine~~six months ended ~~September~~June 30, ~~2019, respectively. In connection with a litigation settlement related to~~2020, respectively. During the three and six months ended June 30, 2021, we also received cash distributions totaling $5.6 million and $18.7 million from this investment, ~~we provided a guaranty~~respectively, which were classified as returns of ~~up to 50% of any amounts payable in connection with the settlement. ACM has also provided us with a guaranty to pay up to 50% of any amounts we may pay under this guaranty.~~ ~~The final payment was made under this settlement in January 2020 and we have no additional exposure.~~capital.

~~Table of Contents~~

~~ARBOR REALTY TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~

~~September 30, 2020~~

We, along with an executive officer of ours and a consortium of independent outside investors, hold equity investments in a portfolio of multifamily properties referred to as the “Lexford” portfolio, which is managed by an entity owned primarily by a consortium of affiliated investors, including our chief executive officer and an executive officer of ours. Based on the terms of the management contract, the management company is entitled to 4.75% of gross revenues of the underlying properties, along with the potential to share in the proceeds of a sale or restructuring of the debt. In June 2018, the owners of Lexford restructured part of its debt and we originated 12 bridge loans totaling $280.5 million, which were used to repay in full certain existing mortgage debt and to renovate 72 multifamily properties included in the portfolio. The loans were originated in June 2018, had interest rates of LIBOR plus 4.0% and were scheduled to mature in June 2021. During 2019, the borrower made payoffs and partial paydowns of principal totaling $250.0 ~~million. In~~million and in March 2020, the remaining balance of the loans were refinanced with a $34.6 million Private Label loan, which bears interest at a fixed rate of 3.30% and matures in March 2030. In May 2020, we sold the Private Label loan to an unconsolidated affiliate of ours. Interest income recorded from these loans totaled ~~$0.5~~$0.2 million ~~for the nine months ended September 30, 2020 and $1.1 million and $9.1 million for~~during both the three and ~~nine~~six months ended ~~September~~June 30, ~~2019, respectively.~~2020. Further, as part of this June 2018 restructuring, $50.0 million in unsecured financing was provided by an unsecured lender to certain parent entities of the property owners. ACM owns slightly less than half of the unsecured lender entity and, therefore, provided slightly less than half of the unsecured lender financing. In addition, in connection with our equity investment, we received ~~distributions totaling $1.1~~a distribution of $0.2 million during ~~the nine months ended September 30, 2020 and $1.2 million and $0.7 million during~~both the three and ~~nine~~six months ended ~~September~~June 30, ~~2019, respectively,~~2020, which ~~were~~was recorded as income from equity affiliates. Separate from the loans we originated in June 2018, we provide limited ("(“bad ~~boy"~~boy”) guarantees for certain other debt controlled by Lexford. The bad boy guarantees may become a liability for us upon standard ~~"bad"~~“bad” acts such as fraud or a material misrepresentation by Lexford or us. At ~~September~~June 30, ~~2020,~~2021, this debt had an aggregate outstanding balance of ~~$613.9~~$609.3 million and is scheduled to mature between ~~2020~~2021 and 2029.

Several of our executives, including our chief financial officer, ~~general~~senior counsel and our chairman, chief executive officer and president, hold similar positions for ACM. Our chief executive officer and his affiliated entities (“the Kaufman Entities”) together beneficially own approximately 35% of the outstanding membership interests of ACM and certain of our employees and directors also hold an ownership interest in ACM. Furthermore, one of our directors serves as the trustee and co-trustee of 2 of the Kaufman Entities that hold membership interests in ACM. Upon the closing of the Acquisition in 2016, we issued OP Units, each paired with 1 share of our special voting preferred shares. At ~~September~~June 30, ~~2020,~~2021, ACM holds ~~3,898,554~~2,828,629 shares of our common stock and ~~11,932,207~~10,692,668 OP Units, which in the aggregate represents ~~11.9%~~8.6% of the voting power of our outstanding stock. Our Board of Directors approved a resolution under our charter allowing our chief executive officer and ACM ~~(which~~(in which our chief executive officer has a controlling equity interest in), to own more than the 5% ownership interest limit of our common stock as stated in our amended charter.

4843

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Note 1918 — Segment Information

The summarized statements of ~~income~~operations and balance sheet data, as well as certain other data, by segment are included in the following tables ($ in thousands). Specifically identifiable costs are recorded directly to each business segment. For items not specifically identifiable, costs have been allocated between the business segments using the most meaningful allocation methodologies, which was predominately direct labor costs (i.e., time spent working on each business segment). Such costs include, but are not limited to, compensation and employee related costs, selling and administrative expenses and stock-based compensation.


	Three Months Ended September 30, 2020								Three Months Ended June 30, 2021
	Structured		Agency		Other /				Structured		Agency		Other /
	Business		Business		Eliminations (1)		Consolidated		Business		Business		Eliminations (1)		Consolidated
Interest income	$	75,471	$	6,230	$	—	$	81,701	$	96,498	$	8,650	$	—	$	105,148
Interest expense		35,252		2,636		—		37,888		42,748		3,630		—		46,378
Net interest income		40,219		3,594		—		43,813		53,750		5,020		—		58,770
Other revenue:
Gain on sales, including fee-based services, net		—		19,895		—		19,895		—		40,901		—		40,901
Mortgage servicing rights		—		42,357		—		42,357		—		26,299		—		26,299
Servicing revenue		—		25,764		—		25,764		—		29,982		—		29,982
Amortization of MSRs		—		(12,416)		—		(12,416)		—		(14,667)		—		(14,667)
Property operating income		1,033		—		—		1,033
Gain (loss) on derivative instruments, net		118		(871)		—		(753)
Loss on derivative instruments, net										—		(2,607)		—		(2,607)
Other income, net		1,050		—		—		1,050		1,255		8		—		1,263
Total other revenue		2,201		74,729		—		76,930		1,255		79,916		—		81,171
Other expenses:
Employee compensation and benefits		8,873		24,089		—		32,962		11,907		31,793		—		43,700
Selling and administrative		4,665		4,691		—		9,356		5,248		5,885		—		11,133
Property operating expenses		1,300		—		—		1,300		129		—		—		129
Depreciation and amortization		598		1,324		—		1,922		615		1,173		—		1,788
Provision for loss sharing (net of recoveries)		—		(2,227)		—		(2,227)		—		549		—		549
Provision for credit losses (net of recoveries)		(6,065)		(1,521)		—		(7,586)		(8,333)		518		—		(7,815)
Total other expenses		9,371		26,356		—		35,727		9,566		39,918		—		49,484
Income before sale of real estate, income from equity affiliates and income taxes		33,049		51,967		—		85,016
Loss on sale of real estate		(1,868)		—		—		(1,868)
Income before income from equity affiliates and income taxes										45,439		45,018		—		90,457
Income from equity affiliates		32,358		—		—		32,358		4,759		—		—		4,759
Provision for income taxes		(6,494)		(11,291)		—		(17,785)		(682)		(10,277)		—		(10,959)
Net income		57,045		40,676		—		97,721		49,516		34,741		—		84,257
Preferred stock dividends		1,888		—		—		1,888		6,414		—		—		6,414
Net income attributable to noncontrolling interest		—		—		13,836		13,836		—		—		8,717		8,717
Net income attributable to common stockholders	$	55,157	$	40,676	$	(13,836)	$	81,997	$	43,102	$	34,741	$	(8,717)	$	69,126

4944

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Three Months Ended September 30, 2019

Structured

Agency

Other /


Business

Business

Eliminations (1)

Consolidated
Interest income

$
73,829

$
6,680

$
—

$
80,509
Interest expense

43,209

4,855

—

48,064
Net interest income

30,620

1,825

—

32,445
Other revenue:

Gain on sales, including fee-based services, net

—

21,298

—

21,298
Mortgage servicing rights

—

29,911

—

29,911
Servicing revenue

—

25,916

—

25,916
Amortization of MSRs

—

(12,126)

—

(12,126)
Property operating income

2,237

—

—

2,237
Loss on derivative instruments, net

(308)

(4,695)

—

(5,003)
Other income, net

325

—

—

325
Total other revenue

2,254

60,304

—

62,558
Other expenses:

Employee compensation and benefits

7,769

25,092

—

32,861
Selling and administrative

5,352

5,530

—

10,882
Property operating expenses

2,563

—

—

2,563
Depreciation and amortization

503

1,338

—

1,841
Provision for loss sharing (net of recoveries)

—

735

—

735
Total other expenses

16,187

32,695

—

48,882
Income before income from equity affiliates and income taxes

16,687

29,434

—

46,121
Income from equity affiliates

3,718

—

—

3,718
Provision for income taxes

—

(6,623)

—

(6,623)
Net income

20,405

22,811

—

43,216
Preferred stock dividends

1,888

—

—

1,888
Net income attributable to noncontrolling interest

—

—

7,363

7,363
Net income attributable to common stockholders

$
18,517

$
22,811

$
(7,363)

$
33,965


	Three Months Ended June 30, 2020
	Structured		Agency		Other /
	Business		Business		Eliminations (1)		Consolidated
Interest income	$	74,295	$	8,785	$	—	$	83,080
Interest expense		36,739		4,563		—		41,302
Net interest income		37,556		4,222		—		41,778
Other revenue:
Gain on sales, including fee-based services, net		—		26,366		—		26,366
Mortgage servicing rights		—		32,417		—		32,417
Servicing revenue		—		25,397		—		25,397
Amortization of MSRs		—		(11,891)		—		(11,891)
Property operating income		751		—		—		751
Loss on derivative instruments, net		(294)		(7,074)		—		(7,368)
Other income, net		990		59		—		1,049
Total other revenue		1,447		65,274		—		66,721
Other expenses:
Employee compensation and benefits		9,161		25,277		—		34,438
Selling and administrative		3,533		5,073		—		8,606
Property operating expenses		1,035		—		—		1,035
Depreciation and amortization		629		1,332		—		1,961
Provision for loss sharing (net of recoveries)		—		2,395		—		2,395
Provision for credit losses (net of recoveries)		10,558		2,156		—		12,714
Total other expenses		24,916		36,233		—		61,149
Income before extinguishment of debt, income from equity affiliates and income taxes		14,087		33,263		—		47,350
Loss on extinguishment of debt		(1,592)		—		—		(1,592)
Income from equity affiliates		20,408		—		—		20,408
Provision for income taxes		(164)		(11,913)		—		(12,077)
Net income		32,739		21,350		—		54,089
Preferred stock dividends		1,888		—		—		1,888
Net income attributable to noncontrolling interest		—		—		8,110		8,110
Net income attributable to common stockholders	$	30,851	$	21,350	$	(8,110)	$	44,091

5045

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021


	Nine Months Ended September 30, 2020								Six Months Ended June 30, 2021
		Structured		Agency		Other /				Structured		Agency		Other /
		Business		Business		Eliminations (1)		Consolidated		Business		Business		Eliminations (1)		Consolidated
Interest income	$	228,243	$	25,064	$	—	$	253,307	$	179,708	$	16,584	$	—	$	196,292
Interest expense		115,390		13,782		—		129,172		80,972		7,590		—		88,562
Net interest income		112,853		11,282		—		124,135		98,736		8,994		—		107,730
Other revenue:
Gain on sales, including fee-based services, net		—		60,566		—		60,566		—		69,768		—		69,768
Mortgage servicing rights		—		96,708		—		96,708		—		63,235		—		63,235
Servicing revenue		—		76,285		—		76,285		—		59,721		—		59,721
Amortization of MSRs		—		(36,129)		—		(36,129)		—		(28,871)		—		(28,871)
Property operating income		3,976		—		—		3,976
Loss on derivative instruments, net		(3,176)		(55,676)		—		(58,852)		—		(5,828)		—		(5,828)
Other income, net		3,347		57		—		3,404		1,935		8		—		1,943
Total other revenue		4,147		141,811		—		145,958		1,935		158,033		—		159,968
Other expenses:
Employee compensation and benefits		28,880		72,772		—		101,652		23,484		63,190		—		86,674
Selling and administrative		12,647		16,366		—		29,013		9,761		12,186		—		21,947
Property operating expenses		4,778		—		—		4,778		272		—		—		272
Depreciation and amortization		1,845		3,985		—		5,830		1,197		2,346		—		3,543
Provision for loss sharing (net of recoveries)		—		21,706		—		21,706		—		2,201		—		2,201
Provision for credit losses (net of recoveries)		58,383		1,127		—		59,510		(9,362)		472		—		(8,890)
Total other expenses		106,533		115,956		—		222,489		25,352		80,395		—		105,747
Income before extinguishment of debt, sale of real estate, income from equity affiliates and income taxes		10,467		37,137		—		47,604		75,319		86,632		—		161,951
Loss on extinguishment of debt		(3,546)		—		—		(3,546)		(1,370)		—		—		(1,370)
Loss on sale of real estate		(1,868)		—		—		(1,868)
Gain on sale of real estate										—		1,228		—		1,228
Income from equity affiliates		56,758		—		—		56,758		27,010		—		—		27,010
Provision for income taxes		(9,337)		(6,156)		—		(15,493)		(5,665)		(17,786)		—		(23,451)
Net income		52,474		30,981		—		83,455		95,294		70,074		—		165,368
Preferred stock dividends		5,665		—		—		5,665		8,303		—		—		8,303
Net income attributable to noncontrolling interest		—		—		11,012		11,012		—		—		18,459		18,459
Net income attributable to common stockholders	$	46,809	$	30,981	$	(11,012)	$	66,778	$	86,991	$	70,074	$	(18,459)	$	138,606

5146

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021


	Nine Months Ended September 30, 2019								Six Months Ended June 30, 2020
	Structured		Agency		Other /				Structured		Agency		Other /
	Business		Business		Eliminations (1)		Consolidated		Business		Business		Eliminations (1)		Consolidated
Interest income	$	215,782	$	18,175	$	—	$	233,957	$	152,772	$	18,834	$	—	$	171,606
Interest expense		126,182		12,031		—		138,213		80,138		11,146		—		91,284
Net interest income		89,600		6,144		—		95,744		72,634		7,688		—		80,322
Other revenue:
Gain on sales, including fee-based services, net		—		51,897		—		51,897		—		40,671		—		40,671
Mortgage servicing rights		—		62,852		—		62,852		—		54,351		—		54,351
Servicing revenue		—		76,685		—		76,685		—		50,522		—		50,522
Amortization of MSRs		—		(36,731)		—		(36,731)		—		(23,713)		—		(23,713)
Property operating income		8,187		—		—		8,187		2,943		—		—		2,943
Loss on derivative instruments, net		(668)		(6,058)		—		(6,726)		(3,294)		(54,805)		—		(58,099)
Other income, net		1,314		—		—		1,314		2,293		58		—		2,351
Total other revenue		8,833		148,645		—		157,478		1,942		67,084		—		69,026
Other expenses:
Employee compensation and benefits		23,048		70,599		—		93,647		20,007		48,683		—		68,690
Selling and administrative		15,101		16,021		—		31,122		7,983		11,675		—		19,658
Property operating expenses		7,649		—		—		7,649		3,478		—		—		3,478
Depreciation and amortization		1,524		4,139		—		5,663		1,248		2,660		—		3,908
Impairment loss on real estate owned		1,000		—		—		1,000
Provision for loss sharing (net of recoveries)		—		1,557		—		1,557		—		23,932		—		23,932
Provision for credit losses (net of recoveries)										64,448		2,648		—		67,096
Total other expenses		48,322		92,316		—		140,638		97,164		89,598		—		186,762
Income before extinguishment of debt, income from equity affiliates and income taxes		50,111		62,473		—		112,584
Loss before extinguishment of debt, income from equity affiliates and income taxes										(22,588)		(14,826)		—		(37,414)
Loss on extinguishment of debt		(128)		—		—		(128)		(3,546)		—		—		(3,546)
Income from equity affiliates		9,133		—		—		9,133		24,401		—		—		24,401
Provision for income taxes		—		(10,963)		—		(10,963)
Net income		59,116		51,510		—		110,626
(Provision for) benefit from income taxes										(248)		2,541		—		2,293
Net loss										(1,981)		(12,285)		—		(14,266)
Preferred stock dividends		5,665		—		—		5,665		3,777		—		—		3,777
Net income attributable to noncontrolling interest		—		—		19,429		19,429
Net income attributable to common stockholders	$	53,451	$	51,510	$	(19,429)	$	85,532
Net loss attributable to noncontrolling interest										—		—		(2,824)		(2,824)
Net loss attributable to common stockholders									$	(5,758)	$	(12,285)	$	2,824	$	(15,219)

(1)	Includes income allocated to the noncontrolling interest holders not allocated to the 2 reportable segments.

5247

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

September 30, 2020


Structured Business

Agency Business

Consolidated
Assets:

Cash and cash equivalents

$
103,655

$
88,549

$
192,204
Restricted cash

103,412

6,851

110,263
Loans and investments, net

4,910,872

—

4,910,872
Loans held-for-sale, net

—

631,138

631,138
Capitalized mortgage servicing rights, net

—

335,235

335,235
Securities held-to-maturity, net

20,000

98,260

118,260
Investments in equity affiliates

82,322

—

82,322
Goodwill and other intangible assets

12,500

94,216

106,716
Other assets

154,509

47,699

202,208
Total assets

$
5,387,270

$
1,301,948

$
6,689,218

Liabilities:

Debt obligations

$
4,468,886

$
567,551

$
5,036,437
Allowance for loss-sharing obligations

—

71,160

71,160
Other liabilities

194,289

64,096

258,385
Total liabilities

$
4,663,175

$
702,807

$
5,365,982


	June 30, 2021
	Structured Business		Agency Business		Consolidated
Assets:
Cash and cash equivalents	$	40,353	$	175,305	$	215,658
Restricted cash		233,474		15,616		249,090
Loans and investments, net		7,213,915		—		7,213,915
Loans held-for-sale, net		—		457,647		457,647
Capitalized mortgage servicing rights, net		—		418,653		418,653
Securities held-to-maturity, net		—		114,696		114,696
Investments in equity affiliates		86,253		—		86,253
Goodwill and other intangible assets		12,500		90,606		103,106
Other assets		124,328		77,454		201,782
Total assets	$	7,710,823	$	1,349,977	$	9,060,800

Liabilities:
Debt obligations	$	6,356,490	$	391,790	$	6,748,280
Allowance for loss-sharing obligations		—		65,645		65,645
Other liabilities		178,934		111,174		290,108
Total liabilities	$	6,535,424	$	568,609	$	7,104,033


	December 31, 2019						December 31, 2020
Assets:
Cash and cash equivalents	$	264,468	$	35,219	$	299,687	$	172,568	$	166,960	$	339,528
Restricted cash		208,926		1,949		210,875		188,226		9,244		197,470
Loans and investments, net		4,189,960		—		4,189,960		5,285,868		—		5,285,868
Loans held-for-sale, net		—		861,360		861,360		—		986,919		986,919
Capitalized mortgage servicing rights, net		—		286,420		286,420		—		379,974		379,974
Securities held-to-maturity, net		20,000		68,699		88,699		—		95,524		95,524
Investments in equity affiliates		41,800		—		41,800		74,274		—		74,274
Goodwill and other intangible assets		12,500		98,200		110,700		12,500		92,951		105,451
Other assets		118,175		31,484		149,659		142,844		53,134		195,978
Total assets	$	4,855,829	$	1,383,331	$	6,239,160	$	5,876,280	$	1,784,706	$	7,660,986

Liabilities:
Debt obligations	$	3,878,343	$	743,595	$	4,621,938	$	4,872,626	$	952,038	$	5,824,664
Allowance for loss-sharing obligations		—		34,648		34,648		—		64,303		64,303
Other liabilities		171,004		55,543		226,547		203,554		85,780		289,334
Total liabilities	$	4,049,347	$	833,786	$	4,883,133	$	5,076,180	$	1,102,121	$	6,178,301

5348

Table of Contents

ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~June 30, ~~2020~~2021

Three Months Ended September 30,

Nine Months Ended September 30,


2020

2019

2020

2019


Origination Data:

Structured Business

New loan originations (1)

$
291,758

$
541,474

$
1,448,468

$
1,971,872

Loan payoffs / paydowns

206,028

456,847

640,494

1,239,449

(1) We committed to fund 2 SFR build-to-rent bridge loans totaling $75.3 million in the third quarter of 2020.

Agency Business

Origination Volumes by Investor:

Fannie Mae

$
1,117,679

$
1,097,095

$
2,839,833

$
2,581,958

Freddie Mac

252,014

203,981

587,445

631,324

FHA

100,345

—

193,821

44,668

Private Label

5,840

80,740

337,307

80,740

CMBS/Conduit

—

34,000

—

211,325

Total

$
1,475,878

$
1,415,816

$
3,958,406

$
3,550,015

Total loan commitment volume

$
1,528,551

$
1,477,436

$
4,002,492

$
3,626,528

Loan Sales Data:

Agency Business

Fannie Mae

$
1,038,053

$
1,141,780

$
2,856,020

$
2,556,781

Private Label

—

—

727,154

—

Freddie Mac

116,628

262,735

468,019

663,053

FHA

64,781

49,915

118,218

82,085

CMBS/Conduit

—

34,000

—

211,324

Total

$
1,219,462

$
1,488,430

$
4,169,411

$
3,513,243

Sales margin (fee-based services as a % of loan sales)

1.63
%

1.43
%

1.45
%

1.48
%

MSR rate (MSR income as a % of loan commitments)

2.77
%

2.02
%

2.42
%

1.73
%


	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Origination Data:
Structured Business
Bridge loans (1)	$	1,800,688		$	298,934		$	2,806,376		$	1,084,056
Mezzanine loans		38,257			1,547			94,257			15,722
Preferred equity investments		—			—			—			23,500
Other loans (2)		—			—			26,238			33,432
Total new loan originations	$	1,838,945		$	300,481		$	2,926,871		$	1,156,710

(1) The three and six months ended June 30, 2021 includes 25 and 43 SFR loans with a UPB of $70.9 million and $114.2 million, respectively. During the three and six months ended June 30, 2021, we committed to fund 1 and 4 SFR build-to-rent bridge loans totaling $40.0 million and $138.4 million, respectively.
(2) The six months ended June 30, 2021 and 2020 includes 1 and 7 SFR permanent loans with a UPB of $26.2 million and $32.3 million, respectively.

Loan payoffs / paydowns	$	662,940		$	159,174		$	895,968		$	434,466

Agency Business
Origination Volumes by Investor:
Fannie Mae	$	637,494		$	1,140,181		$	1,701,477		$	1,722,154
Private Label		377,184			49,122			529,638			331,467
Freddie Mac		155,914			135,720			270,631			335,431	��
FHA		130,764			75,533			197,244			93,476
SFR - Fixed Rate		11,996			—			11,996			—
Total	$	1,313,352		$	1,400,556		$	2,710,986		$	2,482,528
Total loan commitment volume	$	1,194,344		$	1,206,723		$	2,654,479		$	2,473,941

Loan Sales Data:
Agency Business
Fannie Mae	$	722,499		$	1,063,923		$	2,159,865		$	1,817,967
Private Label		449,890			727,154			449,890			727,154
FHA		163,602			30,124			230,005			53,437
Freddie Mac		134,122			171,688			408,946			351,391
SFR - Fixed Rate		11,996			—			75,294			—
Total	$	1,482,109		$	1,992,889		$	3,324,000		$	2,949,949
Sales margin (fee-based services as a % of loan sales)		2.76	%		1.32	%		2.10	%		1.38	%
MSR rate (MSR income as a % of loan commitments)		2.20	%		2.69	%		2.38	%		2.20	%


	September 30, 2020				June 30, 2021
			Wtd. Avg. Servicing	Wtd. Avg. Life of			Wtd. Avg. Servicing	Wtd. Avg. Life of
	UPB of Servicing		Fee Rate	Servicing Portfolio	UPB of Servicing		Fee Rate	Servicing Portfolio
Key Servicing Metrics for Agency Business:	Portfolio		(basis points)	(in years)	Portfolio		(basis points)	(in years)
Fannie Mae	$	16,462,041	51.6	8.4	$	19,191,969	53.2	8.3
Freddie Mac		4,687,197	28.8	10.4		4,708,457	28.5	9.8
Private Label		727,063	20.0	9.4		1,176,627	20.0	9.0
FHA		685,263	17.1	20.4		882,899	15.7	21.0
SFR - Fixed Rate						75,103	20.0	5.9
Total	$	22,561,564	44.8	9.2	$	26,035,055	45.9	9.0


	December 31, 2019				December 31, 2020
Fannie Mae	$	14,832,844	49.3	7.8	$	18,268,268	52.3	8.2
Freddie Mac		4,534,714	30.0	10.6		4,881,080	27.9	9.9
FHA		691,519	15.4	18.7		752,116	16.3	20.3
Private Label						726,992	20.0	8.7
Total	$	20,059,077	43.8	8.8	$	24,628,456	45.4	8.9

5449

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with the unaudited consolidated interim financial statements, and related notes and the section entitled “Forward-Looking Statements” included herein.

Overview

Through our Structured Business, we invest in a diversified portfolio of structured finance assets in the multifamily, ~~single-family rental~~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 ~~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, in New York, New Jersey and Connecticut, a Freddie Mac affordable, manufactured housing, senior housing and SBL lender, seller/servicer, nationally and a HUD MAP and LEAN senior housing/healthcare lender nationally. We also originate and ~~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.~~“Private Label” loans and originate and sell finance products through CMBS programs. We pool and securitize the Private Label loans and sell ~~certain securities~~certificates in the securitizations to third-party investors, while retaining the ~~highest risk bottom tranche certificate.~~servicing rights and APL certificates of the securitization.

We conduct our operations to qualify as a REIT. A REIT is generally not subject to federal income tax on its REIT—taxable income that is distributed to its stockholders, provided that at least 90% of its REIT—taxable income is distributed and provided that certain other requirements are met.

Our operating performance is primarily driven by the following factors:

Net interest income earned on our investments. Net interest income represents the amount by which the interest income earned on our assets exceeds the interest expense incurred on our borrowings. If the yield on our assets increases or the cost orof 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.

5550

Table of Contents

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, including the ~~United States,~~U.S., to declare national emergencies, to institute ~~"stay-at-home"~~“stay-at-home” orders, to close financial markets and to restrict operations of non-essential businesses. Such actions ~~are creating~~have created significant disruptions in global supply chains, and adversely ~~impacting~~impacted many industries. COVID-19 could have a continued and prolonged adverse impact on economic and market conditions, ~~and~~which could ~~trigger~~continue a period of global economic slowdown. ~~The~~Although we have not been significantly impacted by COVID-19 to-date, the impact of COVID-19 on companies ~~is evolving rapidly,~~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. ~~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~~Second Quarter of ~~2020~~2021

Capital Markets Activity.

●

We ~~filed~~raised $169.6 million through a ~~shelf registration statement as a "well-known seasoned issuer," which registered~~public offering of our common stock and an ~~unlimited~~“At-The-Market” equity offering sales agreement and ~~indeterminate amount~~used $32.2 million of ~~debt or equity securities for future issuance~~the proceeds to purchase common stock and ~~sale. The shelf registration statement was declared effective upon filing;~~OP Units from ACM and its members; and

●

We ~~amended~~raised $222.6 million from the ~~equity distribution agreement with JMP under which we may offer~~issuance of 6.375% Series D cumulative redeemable preferred stock 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 $40.5~~used $93.3 million ~~which a portion~~ of the proceeds ~~was used~~ to fully redeem ~~2,736,894 OP Units~~our Series A, B and C preferred stock which had a weighted average rate of 8.14%.

Financing Activity.

●

We closed a collateralized securitization vehicle (CLO XV) totaling ~~$29.7 million.~~$815.0 million of real estate related assets and cash, of which $674.4 million of investment grade notes were issued to third party investors and $73.4 million of below investment-grade notes and a $67.2 million equity interest in the portfolio were retained by us;

●

We closed a Private Label securitization totaling $449.9 million, of which we retained the most subordinate certificates totaling $38.2 million;

●

We issued $175.0 million of 5.00% senior unsecured notes due in 2026 in a private offering; and

●

We increased the capacity of our existing debt facilities in our Structured Business by $1.27 billion.

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.~~

●

Loan originations and sales totaled $1.31 billion and $1.48 billion, respectively; and

●

Our fee-based servicing portfolio grew 2.3% to $26.04 billion.

Structured Business Activity.

●

Our Structured loan and investment portfolio grew 3%17.9% to ~~$5.10~~$7.39 billion on loan originations totaling ~~$291.8 million,~~$1.84 billion, partially offset by loan runoff of ~~$206.0~~$662.9 million;

●

We successfully worked out an $89.3 million loan with the borrower on a hotel property classified as a troubled debt restructuring freeing up capital for other investments, and which resulted in the reversal of a $7.5 million provision for credit loss and recognition of $3.5 million in interest income; and

●

We recorded income of ~~$32.3~~$4.8 million and received a ~~$15.0~~$5.6 million cash distribution from our residential mortgage business joint ~~venture; and~~

●

~~We sold our hotel property and recognized a $1.9 million loss. We also recorded a $2.5 million charge for a litigation settlement, which is included in selling and administrative expenses.~~venture.

Dividend. We raised our quarterly common dividend to ~~$0.32~~$0.35 per share, our ~~second~~fifth consecutive quarterly ~~increase, reflecting a 7% year-to-date increase, which is payable on November 30, 2020 to common stockholders~~increase.

Table of ~~record as of the close of business on November 16, 2020~~Contents

Current Market Conditions, Risks and Recent Trends

As discussed throughout this ~~quarterly~~ report, ~~on Form 10-Q,~~ the COVID-19 pandemic ~~has impacted~~continues to impact the global economy in an unprecedented ~~way,~~ways, swiftly halting activity across many industries, and ~~causing~~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 ~~is evolving rapidly,~~continues to evolve, and the extent and duration of the economic fallout from this pandemic ~~remain~~remains unclear. COVID-19 could have a continued and prolonged adverse impact on economic and market conditions, ~~and~~which could ~~trigger~~continue a period of global economic slowdown. ~~Adverse~~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, increased payment delinquencies and defaults and increased loan modifications and foreclosures, all of which could ~~significantly~~have a significant impact on our future results of operations, financial condition, business prospects and our ability to make distributions to our stockholders.

~~Table of Contents~~

The pandemic has caused a dislocation in the capital markets resulting in a ~~significant~~ reduction of available liquidity. Many commercial mortgage REITs ~~are suffering~~have suffered, and continue to suffer, from the ~~reduced~~reduction in available liquidity assince 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~~continue to raise capital through ~~two private placement debt offerings and sales of~~various vehicles to grow our ~~common stock through our “At-The-Market” equity offering sales agreements.~~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. ~~On the other side,~~However, our Structured Business is more reliant on the capital markets to grow, and therefore, ~~we expect growth in~~a lack of liquidity for a prolonged period of time could limit our ability to grow this ~~business to be limited until liquidity is more readily available.~~business. In our Structured Business, ~~80%~~87% 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 in April 2020.~~tenants.

Currently, our Agency Business had approved forbearances related to approximately 0.3% of our Fannie Mae DUS portfolio and approximately 2.4% of our Freddie Mac portfolio. We are closely monitoring and managing the requests for forbearances and there could potentially be additional economic stress during the remainder of 2021.

Interest rates ~~have trended downward over the past several quarters and are currently~~continue to 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. WeHowever, 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 interest rates is not likely to be as substantial as the corresponding increase in interest expense.

We are a national originator with Fannie Mae and Freddie Mac, and the GSEs remain the most significant providers of capital to the multifamily market. In ~~September 2019,~~November 2020, the Federal Housing Finance ~~Agency's ("FHFA"~~Agency (“FHFA”) ~~announced a revised cap structure to its previously~~ released ~~GSE 2019 Scorecard. The~~the 2020 Scorecard which established Fannie Mae’s and Freddie Mac’s loan origination caps ~~for both Fannie Mae and Freddie Mac were adjusted to $100~~at $70 billion ~~for~~ each, ~~enterprise~~ for a combined total opportunity of ~~$200~~$140 billion, ~~("2019/2020 Caps")~~ and will run for a ~~five-quarter~~four-quarter period through the end of ~~2020.~~2021. The new caps ~~also~~apply to all multifamily business, have no exclusions and mandate that ~~37.5%~~50% 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.

Table of Contents

Changes in Financial Condition

Assets — Comparison of balances at ~~September~~June 30, ~~2020~~2021 to December 31, ~~2019:~~2020:

Our Structured loan and investment portfolio balance was ~~$5.10~~$7.39 billion and ~~$4.29~~$5.48 billion at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. This increase was primarily due to loan originations exceeding loan payoffs and paydowns by ~~$808.0 million.~~$2.03 billion. See below for details.

Our portfolio had a weighted average current interest pay rate of ~~5.39%~~4.85% and ~~5.98%~~5.23% at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Including certain fees earned and costs associated with the structured portfolio, the weighted average current interest rate was ~~5.93%~~5.33% and ~~6.68%~~5.80% at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Advances on our financing facilities totaled ~~$4.52~~$6.41 billion and ~~$3.93~~$4.92 billion at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, with a weighted average funding cost of ~~2.66%~~2.44% and ~~3.82%~~2.64%, respectively, which excludes financing costs. Including financing costs, the weighted average funding rate was ~~3.09%~~2.79% and ~~4.35%~~3.03% at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

~~Table of Contents~~

Activity from our Structured Business portfolio is comprised of the following ($ in thousands):


	Three Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended
	September 30, 2020			September 30, 2020			June 30, 2021			June 30, 2021
Loans originated (1)	$	291,758		$	1,448,468		$	1,838,945		$	2,926,871
Number of loans		13			80			93			148
Weighted average interest rate		5.51	%		5.69	%		4.41	%		4.56	%
(1) During the three and six months ended June 30, 2021, we committed to fund one and four SFR build-to-rent bridge loans totaling $40.0 million and $138.4 million, respectively.

(1) We committed to fund two SFR build-to-rent bridge loans totaling $75.3 million in the third quarter of 2020.

Loan paid-off / paid-down	$	206,028		$	640,494
Loans paid-off / paid-down							$	662,940		$	895,968
Number of loans		15			56			38			57
Weighted average interest rate		5.92	%		6.69	%		6.69	%		6.57	%

Loans extended	$	197,488		$	686,401		$	275,642		$	500,315
Number of loans		15			40			18			36

Loans held-for-sale from the Agency Business decreased ~~$230.2~~$529.3 million, primarily ~~related to~~from loan sales exceeding originations by ~~$211.0~~$613.0 million as noted in the following table (in thousands). Loan sales includes ~~$727.2~~$75.3 million of fixed rate SFR permanent loans that are now recorded through the Agency Business beginning in the first quarter of 2021, see Note 3 and 4 for details, and $449.9 million of Private Label loans which were sold in connection with ~~our first~~ a Private Label multifamily mortgage loan securitization in the second quarter of ~~2020.~~ 2021. 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				Three Months Ended				Six Months Ended
	September 30, 2020				September 30, 2020				June 30, 2021				June 30, 2021
	Loan				Loan				Loan				Loan
	Originations		Loan Sales		Originations		Loan Sales		Originations		Loan Sales		Originations		Loan Sales
Fannie Mae	$	1,117,679	$	1,038,053	$	2,839,833	$	2,856,020	$	637,494	$	722,499	$	1,701,477	$	2,159,865
Private Label										377,184		449,890		529,638		449,890
Freddie Mac		252,014		116,628		587,445		468,019		155,914		134,122		270,631		408,946
FHA		100,345		64,781		193,821		118,218		130,764		163,602		197,244		230,005
Private Label		5,840		—		337,307		727,154
SFR - Fixed Rate										11,996		11,996		11,996		75,294
Total	$	1,475,878	$	1,219,462	$	3,958,406	$	4,169,411	$	1,313,352	$	1,482,109	$	2,710,986	$	3,324,000

Capitalized mortgage servicing rights increased ~~$48.8~~$38.7 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. At ~~September~~June 30, ~~2020,~~2021, the weighted average estimated life remaining of our MSRs was ~~8.3~~8.6 years.

Table of Contents

Securities held-to-maturity increased ~~$29.6~~$19.2 million, primarily due to the purchase, at a discount, of APL certificates in connection with ~~our~~a Private Label ~~securitization totaling $37.9 million, partially offset by principal payments received from underlying loan payoffs in our Freddie Mac SBL B Piece bonds.~~securitization.

Investments in equity affiliates increased ~~$40.5~~$12.0 million, primarily due to income from our investment in a residential mortgage banking business of ~~$56.1~~$27.3 million, partially offset by ~~a $15.0~~$18.7 million in cash ~~distribution~~distributions received from the same investment.

~~Real estate owned decreased $10.3 million as a result of the sale of our hotel property in the third quarter of 2020.~~

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 in October 2020.

~~Other assets increased $49.7 million, primarily due to an increase in our operating lease right-of-use assets as a result of an office lease extension.~~

~~Table of Contents~~

Liabilities – Comparison of balances at ~~September~~June 30, ~~2020~~2021 to December 31, ~~2019:~~2020:

Credit ~~facilities~~ and repurchase ~~agreements~~facilities decreased ~~$228.3~~$219.7 million, primarily due to loan sales exceeding originations ~~by $211.0 million~~ in our Agency Business as described ~~above.~~above, partially offset by funding of new structured loan activity.

Collateralized loan obligations increased ~~$385.9~~$966.8 million, primarily due to the ~~issuance~~issuances of atwo new ~~CLO,~~CLOs, where we issued ~~$668.0 million~~$1.33 billion of notes to third party investors, partially offset by the unwind of a CLO totaling ~~$282.9~~$356.2 million.

~~In April 2020, we completed the unwind of our $70.0 million Debt Fund.~~

Senior unsecured notes increased ~~$342.5~~$173.2 million, primarily due to our ~~issuances~~issuance of ~~$275.0~~$175.0 million of ~~4.50% notes and $70.8 million of 8.00%~~5.00% notes.

~~Convertible senior unsecured notes~~Due to borrowers decreased ~~$17.4 million, primarily due to partial redemption of our 5.25% Convertible Notes.~~

~~Allowance for loss-sharing obligations increased $36.5~~$20.9 million, primarily due to the ~~adoption~~release of ~~CECL in the first quarter of 2020. See Note 2 for details.~~

~~Other liabilities increased $47.0 million, primarily due to an increase~~unfunded loan originations in our ~~operating lease liabilities as a result of an office lease extension.~~Structured Business, partially offset by funds held on new originations.

Equity

In June 2021, we completed a public offering of 9,200,000 shares of 6.375% Series D cumulative redeemable preferred stock with a liquidation preference of $25.00 per share, generating net proceeds of $222.6 million after deducting the underwriting discount and other offering expenses. We used $93.3 million of the proceeds to fully redeem our Series A, B and C preferred stock.

During the ~~nine months ended September 30, 2020,~~first half of 2021, we sold ~~6,887,274~~19,422,879 shares of our common stock through two public offerings and 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~~$328.0 million. We ~~also issued 363,013 shares of our common stock in connection with settlements of our convertible notes. In February 2020, we~~ used ~~a portion~~$44.6 million of the net proceeds ~~from our public offering in December 2019~~ to purchase ~~an aggregate~~a total of ~~747,500 shares~~2,608,400 of ~~our~~ common stock and OP Units from certain executive officers of ours, ACM and its members and an estate planning family vehicle established by our chief executive ~~officer and ACM. In addition, through September 30, 2020, we repurchased 993,106 shares of our common stock under our share repurchase program.~~officer.

Distributions – Dividends declared (on a per share basis) for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 are as follows:


Common Stock	Common Stock			Preferred Stock								Common Stock			Preferred Stock
						Dividend (1)											Dividend (1)
Declaration Date		Dividend		Declaration Date		Series A		Series B		Series C			Dividend		Declaration Date		Series A		Series B		Series C		Series D
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
February 17, 2021													$	0.33		February 1, 2021	$	0.515625	$	0.484375	$	0.53125	N/A
May 5, 2021													$	0.34		April 30, 2021	$	0.515625	$	0.484375	$	0.53125	N/A

(1)

Common Stock— – On ~~October~~July 28, ~~2020,~~2021, the Board of Directors declared a cash dividend of ~~$0.32~~$0.35 per share of common stock. The dividend is payable on ~~November 30, 2020~~August 31, 2021 to common stockholders of record as of the close of business on ~~November~~August 16, ~~2020.~~2021.

Preferred Stock — – On ~~October 28, 2020,~~July 2, 2021, the Board of Directors declared a cash dividend of ~~$0.515625~~$0.256771 per share of ~~8.25%~~6.375% Series AD 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~~stock, which reflects dividends from ~~September 1, 2020~~June 2, 2021 through ~~November 30, 2020~~July 29, 2021 and are payable on ~~November~~July 30, ~~2020~~2021 to preferred stockholders of record on ~~November~~July 15, ~~2020.~~2021.

5954

Table of Contents

Deferred Compensation

During the first quarter of ~~2020,~~2021, we issued ~~344,919~~257,726 shares of restricted common stock to our employees ~~including our chief executive officer, 36,396~~and 27,864 shares of common stock 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.~~Directors. We also withheld ~~143,096~~140,744 shares of restricted common stock from employees to net settle and pay ~~their respective~~ withholding taxes ~~in connection with awards~~on shares that vested.

~~During the first quarter of 2020, 421,348~~ Additionally, 448,980 shares of performance-based restricted stock units previously granted to our chief executive officer fully vested and were net settled for ~~215,014~~229,083 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 1615 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															June 30, 2021
				Wtd. Avg.	Wtd. Avg.							Annualized							Wtd. Avg.	Wtd. Avg.							Annualized
	Servicing			Age of	Portfolio							Prepayments		Delinquencies		Servicing			Age of	Portfolio							Prepayments		Delinquencies
	Portfolio		Loan	Portfolio	Maturity	Interest Rate Type				Wtd. Avg.		as a Percentage		as a Percentage		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)		UPB		Count	(in years)	(in years)	Fixed		Adjustable		Note Rate		of Portfolio (1)		of Portfolio (2)
Fannie Mae	$	16,462,041	2,547	3.0	8.8	96	%	4	%	4.25	%	7.49	%	0.39	%	$	19,191,969	2,808	2.9	8.8	97	%	3	%	4.05	%	6.26	%	0.36	%
Freddie Mac		4,687,197	1,418	2.6	11.9	93	%	7	%	4.08	%	11.30	%	0.57	%		4,708,457	1,349	2.8	11.3	87	%	13	%	3.95	%	15.69	%	0.67	%
Private Label		727,063	40	0.8	9.4	100	%	—	%	3.81	%	—	%	—	%		1,176,627	72	1.0	9.0	100	%	—	%	3.75	%	—	%	—	%
FHA		685,263	89	3.5	32.6	100	%	—	%	3.57	%	33.71	%	—	%		882,899	88	2.6	33.4	100	%	—	%	3.19	%	19.86	%	—	%
SFR - Fixed Rate																	75,103	23	1.3	5.8	100	%	—	%	4.93	%	—	%	—	%
Total	$	22,561,564	4,094	2.8	10.2	96	%	4	%	4.18	%	8.84	%	0.40	%	$	26,035,055	4,340	2.8	10.1	95	%	5	%	3.99	%	8.12	%	0.39	%


	December 31, 2019															December 31, 2020
Fannie Mae	$	14,832,844	2,349	3.0	8.6	95	%	5	%	4.52	%	11.37	%	0.23	%	$	18,268,268	2,712	2.8	9.0	97	%	3	%	4.12	%	6.40	%	0.33	%
Freddie Mac		4,534,714	1,475	2.2	12.6	96	%	4	%	4.23	%	11.37	%	0.57	%		4,881,080	1,413	2.6	11.7	88	%	12	%	3.99	%	11.47	%	0.65	%
FHA		691,519	92	3.6	32.1	100	%	0	%	3.71	%	3.98	%	0.00	%		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	$	20,059,077	3,916	2.9	10.3	95	%	5	%	4.43	%	11.12	%	0.30	%	$	24,628,456	4,254	2.7	10.3	95	%	5	%	4.06	%	8.05	%	0.37	%

(1)	Prepayments reflect loans repaid prior to six months from the loan’s 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.

(2)

Delinquent loans reflect loans that are contractually 60 days or more past due. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, delinquent loans totaled ~~$91.2~~$100.8 million and ~~$59.2~~$91.3 million, respectively, of which ~~$11.9~~$26.5 million and ~~$33.5~~$19.6 million, respectively, were in the foreclosure process. ~~In addition, at~~No loans were in bankruptcy as of June 30, 2021 and December 31, ~~2019, loans collateralizing our servicing portfolio totaling $3.2 million were in bankruptcy.~~2020.

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.~~10.

6055

Table of Contents

Comparison of Results of Operations for the Three Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020

The following table provides our consolidated operating results ($ in thousands):


	Three Months Ended September 30,				Increase / (Decrease)				Three Months Ended June 30,				Increase / (Decrease)
	2020		2019		Amount		Percent		2021		2020		Amount		Percent

Interest income	$	81,701	$	80,509	$	1,192	1	%	$	105,148	$	83,080	$	22,068	27	%
Interest expense		37,888		48,064		(10,176)	(21)	%		46,378		41,302		5,076	12	%
Net interest income		43,813		32,445		11,368	35	%		58,770		41,778		16,992	41	%
Other revenue:
Gain on sales, including fee-based services, net		19,895		21,298		(1,403)	(7)	%		40,901		26,366		14,535	55	%
Mortgage servicing rights		42,357		29,911		12,446	42	%		26,299		32,417		(6,118)	(19)	%
Servicing revenue, net		13,348		13,790		(442)	(3)	%		15,315		13,506		1,809	13	%
Property operating income		1,033		2,237		(1,204)	(54)	%		—		751		(751)	nm
Loss on derivative instruments, net		(753)		(5,003)		4,250	(85)	%		(2,607)		(7,368)		4,761	(65)	%
Other income, net		1,050		325		725	nm	%		1,263		1,049		214	20	%
Total other revenue		76,930		62,558		14,372	23	%		81,171		66,721		14,450	22	%
Other expenses:
Employee compensation and benefits		32,962		32,861		101	—	%		43,700		34,438		9,262	27	%
Selling and administrative		9,356		10,882		(1,526)	(14)	%		11,133		8,606		2,527	29	%
Property operating expenses		1,300		2,563		(1,263)	(49)	%		129		1,035		(906)	(88)	%
Depreciation and amortization		1,922		1,841		81	4	%		1,788		1,961		(173)	(9)	%
Provision for loss sharing (net of recoveries)		(2,227)		735		(2,962)	nm	%		549		2,395		(1,846)	(77)	%
Provision for credit losses (net of recoveries)		(7,586)		—		(7,586)	nm	%		(7,815)		12,714		(20,529)	nm
Total other expenses		35,727		48,882		(13,155)	(27)	%		49,484		61,149		(11,665)	(19)	%
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 before extinguishment of debt, income from equity affiliates and income taxes										90,457		47,350		43,107	91	%
Loss on extinguishment of debt										—		(1,592)		1,592	nm
Income from equity affiliates		32,358		3,718		28,640	nm	%		4,759		20,408		(15,649)	(77)	%
Provision for income taxes		(17,785)		(6,623)		(11,162)	169	%		(10,959)		(12,077)		1,118	(9)	%
Net income		97,721		43,216		54,505	126	%		84,257		54,089		30,168	56	%
Preferred stock dividends		1,888		1,888		—	—	%		6,414		1,888		4,526	nm
Net income attributable to noncontrolling interest		13,836		7,363		6,473	88	%		8,717		8,110		607	7	%
Net income attributable to common stockholders	$	81,997	$	33,965	$	48,032	141	%	$	69,126	$	44,091	$	25,035	57	%

nm — not meaningful

6156

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):


	Three Months Ended September 30,												Three Months Ended June 30,
	2020						2019						2021						2020
	Average		Interest		W/A Yield /		Average		Interest		W/A Yield /		Average		Interest		W/A Yield /		Average		Interest		W/A Yield /
	Carrying		Income /		Financing		Carrying		Income /		Financing		Carrying		Income /		Financing		Carrying		Income /		Financing
	Value (1)		Expense		Cost (2)		Value (1)		Expense		Cost (2)		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	%	$	6,153,318	$	86,336	5.63	%	$	4,330,308	$	63,560	5.90	%
Preferred equity investments		209,106		5,539	10.54	%		181,430		5,445	11.91	%		224,840		5,627	10.04	%		206,000		5,679	11.09	%
Mezzanine / junior participation loans		176,238		3,617	8.16	%		213,568		6,115	11.36	%		203,102		4,059	8.02	%		177,909		3,359	7.59	%
Other		76,710		943	4.89	%		45,903		324	2.80	%		29,410		331	4.51	%		99,793		1,132	4.56	%
Core interest-earning assets		4,984,809		74,937	5.98	%		3,937,584		72,600	7.31	%		6,610,670		96,353	5.85	%		4,814,010		73,730	6.16	%
Cash equivalents		346,140		534	0.61	%		325,294		1,229	1.50	%		380,954		145	0.15	%		373,281		565	0.61	%
Total interest-earning assets	$	5,330,949	$	75,471	5.63	%	$	4,262,878	$	73,829	6.87	%	$	6,991,624	$	96,498	5.54	%	$	5,187,291	$	74,295	5.76	%


Structured Business interest-bearing liabilities:

CLO	$	2,532,593	$	12,284	1.93	%	$	1,892,274	$	19,970	4.19	%	$	2,987,301	$	13,560	1.82	%	$	2,532,593	$	13,941	2.21	%
Warehouse lines		951,678		7,478	3.13	%		921,160		11,525	4.96	%		1,727,737		12,198	2.83	%		913,548		7,635	3.36	%
Unsecured debt		949,240		14,182	5.94	%		480,733		8,294	6.84	%		1,066,013		15,792	5.94	%		912,118		13,306	5.87	%
Trust preferred		154,336		1,308	3.37	%		154,336		2,070	5.32	%		154,336		1,198	3.11	%		154,336		1,551	4.04	%
Debt fund		—		—	—	%		70,000		1,350	7.65	%		—		—	—	%		20,000		306	6.15	%
Total interest-bearing liabilities	$	4,587,847		35,252	3.06	%	$	3,518,503		43,209	4.87	%	$	5,935,387		42,748	2.89	%	$	4,532,595		36,739	3.26	%
Net interest income			$	40,219					$	30,620					$	53,750					$	37,556

(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~~mainly due to a ~~$1.6~~$22.2 million increase infrom our Structured Business, primarily due to an increase in our average core interest-earning assets from loan originations exceeding loan runoff, ~~substantially~~partially 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~~largely offset by higher fees on early ~~runoff, partially offset by the amortization of the discount related to our APL certificates.~~runoff.

The ~~decrease~~increase in interest expense was ~~primarily~~mainly due to ~~decreases of $8.0~~a $6.0 million ~~or 18%,~~increase 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%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. ~~The decrease in our Agency Business~~This 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.~~

~~Table of Contents~~

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 in September 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 $2.5 million litigation settlement on the hotel property we sold in the third quarter of 2020.

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 September 2020.~~

~~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 ended September 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 ended September 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 of September 30, 2020 and 2019, respectively, which represented 13.2% and 17.8% of our outstanding stock at September 30, 2020 and 2019, respectively.

~~Table of Contents~~

~~Comparison of Results of Operations for the Nine Months Ended September 30, 2020 and 2019~~

~~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~~

~~Table of Contents~~

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

$
5,180,544

$
228,243

5.89
%
$
3,981,455

$
215,782

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.CLOs at lower rates.

Agency Business Revenue

The increase in gain on sales, including fee-based services, net was primarily due to a ~~19%~~109% increase in the sales margin (fee-based services as a percentage of loan sales) from 1.32% to 2.76% as a result of higher margins on Private Label loan sales, partially offset by a 26% decrease ($~~656.2~~510.8 million) in loan sales volume.

The decrease in income from MSRs was primarily due to an 18% decrease in the MSR rate (income from MSRs as a percentage of loan commitment volume) from 2.69% to 2.20%. The decrease in the MSR rate was primarily due to a lower mix of Fannie Mae loan commitments, which carry a higher servicing fee, in the second quarter of 2021, as compared to the second quarter of 2020.

6557

Table of Contents

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 in September 2020. See Note 9.

The ~~increase in loss~~losses on derivative instruments ~~was~~were primarily ~~due to an increase of $49.6 million~~ from our Agency Business ~~mostly due to~~and reflect losses recognized on our 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~~increases in headcount and incentive compensation as a result of the portfolio growth in both ~~businesses associated with each business’s portfolio growth, including the full period impact in 2020 of new hires in 2019,~~business segments, as well as ~~an increase in~~ commissions in our Agency Business in connection with ~~the~~higher margins on Private Label loan sales.

The ~~decrease~~increase in selling and administrative expenses was primarily due to ~~a $2.5 million decline~~an increase in ~~the~~legal costs in our Structured ~~Business. Legal~~Business and ~~consulting costs were lower as transactions and projects that were terminated or completed~~higher rent expense 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.both business segments.

The ~~impairment loss on real estate owned of $1.0 million~~decreases in ~~2019 reflects an impairment charge taken on our hotel property in the second quarter. See Note 9.~~

~~The increases in~~both provision for credit losses and provision for loss sharing ~~and provision for credit losses~~ were primarily due to the reversal of CECL reserves ~~recorded~~in our Structured Business and lower CECL reserves in our Agency Business, both in connection with ~~the adoption of ASU 2016-13 in 2020. See Note 2 for details.~~improved market conditions and expected future forecasts.

Loss on Extinguishment of Debt

The loss on extinguishment of debt of $1.6 million in the second quarter of 2020 ~~was primarily due~~relates to ~~losses~~the loss recognized in connection with the unwind of ~~both CLO VIII and~~ the Luxembourg commercial real estate debt fund (“Debt ~~Fund as well as the partial conversion of our 5.375% and 5.25% Convertible Notes.~~

Fund”).

~~Loss on Sale of Real Estate~~

~~The loss recorded in 2020 was from the hotel property we sold in September 2020.~~

Income from Equity Affiliates

Income from equity affiliates in ~~2020~~the second quarter of 2021 and ~~2019~~2020 primarily reflects income from our investment in a residential mortgage banking business of ~~$56.1~~$4.8 million and ~~$6.1~~$20.9 million, ~~respectively, and distributions~~respectively. The income from ~~an equity~~this investment ~~totaling $1.1 million and $3.0 million, respectively.~~was driven by the strength in the residential housing market during COVID-19.

Provision for Income Taxes

In the ~~nine~~three months ended ~~September~~June 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 ended September 30, 2019,~~2021, we recorded a tax provision of $11.0 million, which consisted of a current tax provision of ~~$12.0~~$11.0 million and a deferred tax benefit of ~~$1.0~~less than $0.1 million. ~~The~~In the three months ended June 30, 2020, we recorded a tax provision ~~increase is primarily due to an increase in income generated from our residential mortgage banking business joint venture~~of $12.1 million, which consisted of a deferred tax provision of $10.9 million and ~~growth in our agency business.~~a current tax provision of $1.2 million.

66Preferred Stock Dividends

~~Table~~

The increase in preferred stock dividends was due primarily to the recognition of ~~Contents~~$3.5 million of previously deferred issuance costs in connection with the redemption of our Series A, B and C preferred stock in June 2021 and the issuance in May 2021 of our Series D preferred stock, which included a significantly larger number of shares.

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~~16,352,233 OP Units and ~~20,484,094~~20,369,265 OP Units outstanding as of ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, which represented ~~13.2%~~10.3% and ~~17.8%~~15.4% of our outstanding stock at ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

Table of Contents

Comparison of Results of Operations for the Six Months Ended June 30, 2021 and 2020

The following table provides our consolidated operating results ($ in thousands):


	Six Months Ended June 30,				Increase / (Decrease)
	2021		2020		Amount		Percent
Interest income	$	196,292	$	171,606	$	24,686	14	%
Interest expense		88,562		91,284		(2,722)	(3)	%
Net interest income		107,730		80,322		27,408	34	%
Other revenue:
Gain on sales, including fee-based services, net		69,768		40,671		29,097	72	%
Mortgage servicing rights		63,235		54,351		8,884	16	%
Servicing revenue, net		30,850		26,809		4,041	15	%
Property operating income		—		2,943		(2,943)	nm
Loss on derivative instruments, net		(5,828)		(58,099)		52,271	(90)	%
Other income, net		1,943		2,351		(408)	(17)	%
Total other revenue		159,968		69,026		90,942	132	%
Other expenses:
Employee compensation and benefits		86,674		68,690		17,984	26	%
Selling and administrative		21,947		19,658		2,289	12	%
Property operating expenses		272		3,478		(3,206)	(92)	%
Depreciation and amortization		3,543		3,908		(365)	(9)	%
Provision for loss sharing (net of recoveries)		2,201		23,932		(21,731)	(91)	%
Provision for credit losses (net of recoveries)		(8,890)		67,096		(75,986)	nm
Total other expenses		105,747		186,762		(81,015)	(43)	%
Income (loss) before extinguishment of debt, sale of real estate, income from equity affiliates and income taxes		161,951		(37,414)		199,365	nm
Loss on extinguishment of debt		(1,370)		(3,546)		2,176	(61)	%
Gain on sale of real estate		1,228		—		1,228	nm
Income from equity affiliates		27,010		24,401		2,609	11	%
(Provision for) benefit from income taxes		(23,451)		2,293		(25,744)	nm
Net income (loss)		165,368		(14,266)		179,634	nm
Preferred stock dividends		8,303		3,777		4,526	120	%
Net income (loss) attributable to noncontrolling interest		18,459		(2,824)		21,283	nm
Net income (loss) attributable to common stockholders	$	138,606	$	(15,219)	$	153,825	nm

nm — not meaningful

Table of Contents


	Six Months Ended June 30,
	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	$	5,814,922	$	159,979	5.55	%	$	4,222,173	$	128,022	6.10	%
Preferred equity investments		224,869		11,190	10.03	%		203,987		11,555	11.39	%
Mezzanine / junior participation loans		184,911		7,592	8.28	%		177,219		8,208	9.31	%
Other		28,817		653	4.57	%		92,983		2,999	6.49	%
Core interest-earning assets		6,253,519		179,414	5.79	%		4,696,362		150,784	6.46	%
Cash equivalents		332,572		294	0.18	%		408,153		1,988	0.98	%
Total interest-earning assets	$	6,586,091	$	179,708	5.50	%	$	5,104,515	$	152,772	6.02	%

Structured Business interest-bearing liabilities:

CLO	$	2,793,960	$	25,695	1.85	%	$	2,392,239	$	32,438	2.73	%
Warehouse lines		1,604,360		22,875	2.88	%		994,085		18,737	3.79	%
Unsecured debt		1,007,855		30,012	6.00	%		804,862		23,993	5.99	%
Trust preferred		154,336		2,390	3.12	%		154,336		3,385	4.41	%
Debt fund		—		—	—	%		45,000		1,585	7.08	%
Total interest-bearing liabilities	$	5,560,511		80,972	2.94	%	$	4,390,522		80,138	3.67	%
Net interest income			$	98,736					$	72,634

(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 a $26.9 million increase from our Structured Business, partially offset by a $2.3 million decrease from our Agency Business. The increase from our Structured Business was 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 due to lower rates on originations as compared to loan runoff, a decrease in the average LIBOR and lower fees on early runoff. The decrease from our Agency Business was primarily due to a decrease in the average loans held-for-sale as a result of loan sales exceeding originations, partially offset by an increase in the 10-year treasury note rate.

The decrease in interest expense was primarily due to a $3.6 million decrease from our Agency Business, primarily due to a lower average balance of our interest-bearing liabilities, due to a decrease in the average loans held-for-sale and the utilization of paydown features in certain credit facilities, and a lower average cost of our interest-bearing liabilities from decreases in LIBOR.

Agency Business Revenue

The increase in gain on sales, including fee-based services, net was primarily due a 52% increase in the sales margin from 1.38% to 2.10% as a result of higher margins on Private Label loan sales and a 13% increase ($374.1 million) in loan sales volume.

The increase in income from MSRs was primarily due to an 8% increase in the MSR rate from 2.20% to 2.38%. The increase in the MSR rate was primarily due to a larger mix of Fannie Mae loan commitments, which carry a higher servicing fee, in 2021, as compared to 2020.

The increase in servicing revenue, net was primarily due to the growth in our servicing portfolio.

Table of Contents

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 Swap Futures 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 higher loan sales volume and sales margins.

The increase in selling and administrative expenses was primarily due to an increase in legal costs in our Structured Business and higher rent expense in both business segments.

The decreases in both provision for credit losses and provision for loss sharing were primarily due to the reversal of CECL reserves in our Structured Business and lower CECL reserves in our Agency Business, both in connection with improved market conditions and expected future forecasts.

Loss on Extinguishment of Debt

The loss on extinguishment of debt in both periods was deferred financing fees recognized in connection with the unwind of CLOs, along with a loss recognized in connection with the unwind of the Debt Fund in 2020.

Gain on Sale of Real Estate

The gain recorded in 2021 was from 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 $27.3 million and $23.8 million, respectively. The income from this investment was driven by the strength in the residential housing market during COVID-19.

(Provision for) Benefit from Income Taxes

In the six months ended June 30, 2021, we recorded a tax provision of $23.5 million, which consisted of current and deferred tax provisions of $19.0 million and $4.5 million, respectively. In the six months ended June 30, 2020, we recorded a tax benefit of $2.3 million, which consisted of a deferred tax benefit of $9.0 million and a current tax provision of $6.7 million.

Preferred Stock Dividends

The increase in preferred stock dividends was due primarily to the recognition of $3.5 million of previously deferred issuance costs in connection with the redemption of our Series A, B and C preferred stock in June 2021 and the issuance in May 2021 of our Series D preferred stock, which included a significantly larger number of shares.

Net Income (Loss) Attributable to Noncontrolling Interest

The noncontrolling interest relates to the outstanding OP Units issued as part of the Acquisition. There were 16,352,233 OP Units and 20,369,265 OP Units outstanding as of June 30, 2021 and 2020, respectively, which represented 10.3% and 15.4% of our outstanding stock at June 30, 2021 and 2020, respectively.

Table of Contents

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~~borrowers and their tenants continue to be impacted by the pandemic, or by the other risks disclosed in our filings with the SEC, it would have a material adverse effect on our liquidity and capital resources.

We had approximately ~~$4.52~~$6.41 billion in total structured debt outstanding at ~~September~~June 30, ~~2020.~~2021. Of this total, approximately ~~$3.64~~$4.78 billion, or ~~80%~~75%, 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~~$1.63 billion 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.~~with. 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~~could 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~~$400 million in cash and available liquidity as well as other liquidity sources, including our ~~$22.56~~$26.04 billion agency servicing portfolio, which is mostly prepayment protected and generates approximately ~~$100~~$119.0 million a year in recurring cash flow.

At ~~September~~June 30, ~~2020,~~2021, we had ~~$100.9~~$69.1 million of securities financed with ~~$42.2~~$34.6 million of debt that was subject to margin calls related to changes in interest spreads. During the nine months ended September 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~~$727.6 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and consisted primarily of net cash inflows of ~~$229.1~~$582.5 million as a result of loan sales exceeding loan originations in our Agency ~~Business.~~Business and net income of $165.4 million.

Cash flows used in investing activities totaled ~~$811.7 million~~$2.01 billion during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. Loan and investment activity (originations and payoffs/paydowns) comprise the ~~bulk~~majority of our investing activities. Loan originations from our Structured Business totaling ~~$1.43~~$2.81 billion, net of payoffs and paydowns of ~~$674.9~~$773.2 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.~~$2.04 billion.

Cash flows provided by financing activities totaled ~~$299.9 million~~$1.21 billion during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and consisted primarily of net proceeds of ~~$385.1~~$973.7 million from CLO activity, ~~$345.8~~$725.5 million ~~received~~of proceeds from the ~~issuances~~issuance of common and preferred stock and senior unsecured notes, ~~and $78.6 million received from common stock issuances,~~ partially offset by net cash outflows of ~~$226.7~~$217.3 million from debt facility

~~Table of Contents~~

activities ~~(facility paydowns~~(financed loan originations were greater than ~~funded loan originations)~~facility paydowns), ~~$126.1~~$107.3 million of distributions to our stockholders and OP Unit holders ~~$70.0 million for the unwind of the Debt Fund~~ and ~~$31.3~~$89.3 million for the redemption of ~~OP units.~~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 of ~~September~~June 30, ~~2020.~~2021. Our restricted liquidity and purchase and loss obligations were satisfied with letters of credit totaling $50.0 million and ~~$6.9~~$14.6 million of cash collateral. See Note 1413 for details about our performance regarding these requirements.

Table of Contents

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.~~11.

Debt ~~Instruments.~~ 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 of our loans held-for-sale. The following is a summary of our debt facilities ~~($ in~~(in thousands):


	September 30, 2020							June 30, 2021
							Maturity							Maturity
Debt Instruments	Commitment (1)		UPB (2)			Available	Dates (3)	Commitment		UPB (1)			Available	Dates (2)
Structured Business
Credit facilities and repurchase agreements	$	1,722,361	$	885,930	$	836,431	2020 - 2022	$	3,751,568	$	1,627,398	$	2,124,170	2021 - 2024
Collateralized loan obligations ~~(4)~~(3)		2,532,593		2,532,593		—	2020 - 2025		3,506,080		3,506,080		—	2021 - 2026
Senior unsecured notes		670,750		670,750		—	2023 - 2027		845,750		845,750		—	2023 - 2027
Convertible senior unsecured notes		278,490		278,490		—	2021 - 2022		278,300		278,300		—	2021 - 2022
Junior subordinated notes		154,336		154,336		—	2034 - 2037		154,336		154,336		—	2034 - 2037
Structured Business total		5,358,530		4,522,099		836,431			8,536,034		6,411,864		2,124,170

Agency Business
Credit facilities (5)		2,050,000		568,489		1,481,511	2020 - 2021
Credit facilities and repurchase agreements (4)									1,801,269		394,014		1,407,255	2021 - 2022
Consolidated total	$	7,408,530	$	5,090,588	$	2,317,942		$	10,337,303	$	6,805,878	$	3,531,425

(1)	~~Includes temporary increases to committed amounts which have not expired as of September 30, 2020.~~

~~(2)~~

Excludes the impact of deferred financing costs.

~~(3)~~(2)

See Note 1413 for a breakdown of debt maturities by year.

~~(4)~~(3)

Maturity dates represent the weighted average remaining maturity based on the underlying collateral as of ~~September~~June 30, ~~2020.~~2021.

~~(5)~~(4)

The ASAP agreement we have with Fannie Mae has no expiration date.

We utilize our credit and repurchase facilities primarily to finance our loan originations on a short-term basis prior to loan securitizations, including through CLOs. The timing, size and frequency of our securitizations impact the balances of these borrowings and produce some fluctuations. The following table provides additional information regarding the balances of our borrowings (in thousands):


	Quarterly				Maximum
	Average		End of Period		UPB at Any
Quarter Ended	UPB		UPB		Month-End

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

Our debt facilities, including their restrictive covenants, are described in Note ~~10.~~9.

Off-Balance Sheet Arrangements. At June 30, 2021, we had no off-balance sheet arrangements.

Contractual Obligations.During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the following significant changes were made to our contractual obligations disclosed in our ~~2019~~2020 Annual Report: (1) closed CLO ~~XIII~~XV issuing ~~$668.0~~$674.4 million of investment grade notes ~~to third party investors;~~ (2) closed CLO XIV issuing $655.5 million of investment grade notes; (3) unwound CLO ~~VIII~~IX redeeming ~~$282.9~~$356.2 million of outstanding notes; ~~(3) unwound the Debt Fund and redeemed all of its outstanding notes;~~ (4) issued ~~a total~~$175.0 million of ~~$345.8 million of~~5.00% senior unsecured notes; and (5) entered into new and modified existing ~~credit~~debt facilities.

~~See Note 10 for details and refer~~Refer to Note 1413 for a description of our debt maturities by year and unfunded commitments as of ~~September~~June 30, ~~2020.~~

~~Off-Balance Sheet Arrangements.~~ ~~At September 30, 2020, we had no off-balance sheet arrangements.~~2021.

6863

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 1211 for details.

Critical Accounting Policies

Please refer to Note 2 of the Notes to Consolidated Financial Statements in our ~~2019~~2020 Annual Report for a discussion of our critical accounting policies. During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, 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.~~policies.

Non-GAAP Financial Measures

~~Core~~Distributable 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~~distributable earnings because we believe it is an important supplemental measure of our operating performance and is ~~frequently used by peers,~~useful to investors, analysts ~~investors~~ 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. ~~Prior period amounts presented below have been conformed~~To maintain REIT status, REITs are required to ~~reflect this change.~~distribute at least 90% of their REIT-taxable income. We consider distributable earnings in determining our quarterly dividend and believe that, over time, distributable earnings is a useful indicator of our dividends per share.

We define ~~core~~distributable earnings as net income (loss) attributable to common stockholders ~~(computed~~computed in accordance with ~~GAAP)~~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~~ gains/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~~ gains/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 provision (benefit) ~~provision,~~, CECL provisions for credit losses ~~(excluding specifically reserved provisions~~(adjusted for ~~loss-sharing)~~realized losses as described below) 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~~ gains/losses on the early extinguishment of ~~debt.~~debt and redemption of preferred stock.

~~Core~~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 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~~distributable earnings may be different from the calculations used by other companies and, therefore, comparability may be limited.

~~Core~~64

Table of Contents

Distributable earnings is as follows ($ in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019		2021		2020		2021		2020

Net income attributable to common stockholders	$	81,997	$	33,965	$	66,778	$	85,532
Net income (loss) attributable to common stockholders									$	69,126	$	44,091	$	138,606	$	(15,219)
Adjustments:
Net income attributable to noncontrolling interest		13,836		7,363		11,012		19,429
Net income (loss) attributable to noncontrolling interest										8,717		8,110		18,459		(2,824)
Income from mortgage servicing rights		(42,357)		(29,911)		(96,708)		(62,852)		(26,299)		(32,417)		(63,235)		(54,351)
Deferred tax provision (benefit)		3,853		2,223		(5,172)		(1,026)
Deferred tax (benefit) provision										(50)		10,879		4,436		(9,025)
Amortization and write-offs of MSRs		15,456		18,904		48,739		52,558		20,299		15,542		38,331		33,283
Depreciation and amortization		2,867		2,789		8,731		8,504		2,733		2,906		5,432		5,863
Loss on extinguishment of debt		—		—		3,546		128		—		1,592		1,370		3,546
Provision for credit losses, net		(11,137)		431		79,144		1,021		(8,065)		14,602		(8,343)		90,281
Loss on derivative instruments, net		753		5,003		44,113		6,726
(Gain) loss on derivative instruments, net										(3,230)		(7,371)		(9)		43,360
Stock-based compensation		1,854		2,316		7,286		7,574		2,044		1,915		5,375		5,432
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
Loss on redemption of preferred stock										3,479		—		3,479		—
Distributable earnings (1)									$	68,754	$	59,849	$	143,901	$	100,346
Diluted distributable earnings per share (1)									$	0.45	$	0.45	$	0.97	$	0.77
Diluted weighted average shares outstanding (1)		133,997,087		117,468,044		132,401,315		113,033,968		153,616,591		131,882,398		148,818,030		131,166,018

~~Table of Contents~~

(1)	Amounts are attributable to common stockholders and OP Unit holders. The OP Units are redeemable for cash, or at our option for shares of our common stock on a one-for-one basis.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We disclosed a quantitative and qualitative analysis regarding market risk in ~~the Management’s Discussion and Analysis~~Item 7A of ~~Financial Condition and Results of Operations included in~~ our ~~2019~~2020 Annual Report. That information is supplemented by the information included above in Item 2 of this report. Other than the developments described thereunder, there have been no material changes in our ~~quantitative and qualitative~~ exposure to market risk since December 31, ~~2019.~~ 2020. The following table projects the potential impact on interest ~~income and interest expense~~ for a 12-month period, assuming an instantaneous increase or decrease of 1510 basis points and an increase of 25 basis points in LIBOR (in thousands). Because LIBOR rates were close to zero at ~~September~~June 30, ~~2020,~~2021, we have excluded the impact of a 25 basis point decrease in LIBOR.


	Assets (Liabilities)		15 Basis		15 Basis		25 Basis		Assets (Liabilities)		10 Basis		10 Basis		25 Basis
	Subject to Interest		Point		Point		Point		Subject to Interest		Point		Point		Point
	Rate Sensitivity (1)		Increase		Decrease		Increase		Rate Sensitivity (1)		Increase		Decrease		Increase

Interest income from loans and investments	$	5,096,887	$	203	$	(196)	$	372	$	7,385,929	$	676	$	(304)	$	3,623
Interest expense from debt obligations		4,522,099		5,322		(5,322)		8,870		(6,411,864)		4,382		(4,338)		11,490
Total net interest income			$	(5,119)	$	5,126	$	(8,498)
Net interest income												(3,706)		4,034		(7,867)
Interest from cash, restricted cash and escrows (2)										1,997,758		1,998		(1,998)		4,994
Net change to interest											$	(1,708)	$	2,036	$	(2,873)

(1)	Represents the UPB of our loan portfolio and the principal balance of our debt.

(2)	The interest rates on these balances are not indexed to LIBOR, they are negotiated periodically with each corresponding bank based on certain benchmark rates.

Based on our structured loans and investments and corresponding debt as of ~~September~~June 30, ~~2020,~~2021, increases in LIBOR of ~~0.15%~~0.10% and 0.25% would decrease our annual net interest income as a result of LIBOR floors on a portion of our loan portfolio that are above LIBOR as of ~~September~~June 30, ~~2020,~~2021, which would limit the effect of an increase on interest income. Conversely, these LIBOR floors would reduce the impact on interest income from decreases in LIBOR, which would result in increases to net interest income.

We also receive interest on cash, restricted cash and escrow balances. While the interest rates on these balances are not indexed to LIBOR, they are negotiated periodically with each corresponding bank based on certain benchmark rates. Based on our balances asTable of Contents~~September 30, 2020~~, a 25 basis point and a 50 basis point increase in rates would result in an increase in our annual interest received of $3.6 million and $7.2 million, respectively. Conversely, a 25 basis point and a 50 basis point decrease in rate would result in a decrease of our annual interest received by the same amounts.

We enter into Swap Futures to hedge our exposure to changes in interest rates inherent in (1) our ~~Structured~~held-for-sale Agency Business Private Label loans from the time the loans are rate locked until sale and securitization, and (2) our Agency Business SFR – fixed rate loans from the time the loans are originated until the time they can be financed with match term fixed rate securitized ~~debt, and (2) our held-for-sale Agency Business Private Label loans from the time the loans are rate locked until sale and securitization.~~debt. Our Swap Futures are tied to the five-year and ten-year swap rates and hedge our exposure to ~~changes in the fair value of our Structured Business SFR loans and held-for-sale Agency Business~~ Private Label loans until the time they are ~~securitized.~~securitized and changes in the fair value of our held-for-sale Agency Business SFR – fixed rate loans. A 25 basis point and a 50 basis point increase to the five-year and ten-year swap rates on our Swap Futures held at ~~September~~June 30, ~~2020~~2021 would have resulted in a gain of ~~$0.9~~$4.4 million and ~~$1.7~~$8.6 million, respectively, in the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, while a 25 basis point and a 50 basis point decrease in the rates would have resulted in a loss of ~~$0.9~~$4.5 million and ~~$1.8~~$9.1 million, respectively.

Our Agency Business originates, sells and services a range of multifamily finance products with Fannie Mae, Freddie Mac and HUD. Our loans held-for-sale to these agencies are not currently exposed to interest rate risk during the loan commitment, closing and delivery process. The sale or placement of each loan to an investor is negotiated prior to closing on the loan with the borrower, and the sale or placement is generally effectuated within 60 days of closing. The coupon rate for the loan is set after we establish the interest rate with the investor.

In addition, the fair value of our MSRs is subject to market risk since a significant driver of the fair value of these assets is the discount rates. A 100 basis point increase in the weighted average discount rate would decrease the fair value of our MSRs by ~~$12.4~~$16.2 million as of ~~September~~ June 30, ~~2020~~,2021, while a 100 basis point decrease would increase the fair value by ~~$13.2~~$17.1 million.

~~Table of Contents~~

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 commercial real estate markets, causing requests from tenants for rent deferral or abatement and delays in construction and development projects currently planned or underway. These negative conditions may persist into the future and impair our borrowers' ability to pay principal and interest due to us under our loan agreements. We maintain a robust asset management function that has strong relationships with our borrowers and are utilizing these relationships to address any potential impacts of the COVID-19 pandemic on our loans.

Although we have modified some loans that have resulted in interest rate concessions, and may continue to do so during the COVID-19 pandemic, we are encouraged by conversations with our borrowers and their responses to the pandemic’s impacts on their properties. Our senior management team has over 30 years of industry experience with a track record of navigating and operating through all market cycles.

Item 4. Controls and Procedures

Management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures at ~~September~~June 30, ~~2020~~.2021. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2020.~~2021.

There were no changes in our internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not involved in any material litigation nor, to our knowledge, is any material litigation threatened against us other than the litigation described in Note 14. Other than the $2.5 million litigation settlement from the hotel property we sold in September 2020, we have not made a loss accrual for any litigation because we believe that it is not probable that a loss has been incurred and an amount cannot be reasonably estimated.13.

Item 1A. Risk Factors

There have been no material changes to the risk factors set forth in Item 1A of our ~~2019~~2020 Annual ~~Report, except as follows:~~

The COVID-19 pandemic, the measures intended to prevent its spread and those government actions intended to mitigate its economic impact have had, and may continue to have, adverse effects, some of which may be material, on our business, results of operations and financial condition.

The COVID-19 pandemic is causing significant disruptions to the U.S. and global economies and has contributed to volatility and negative pressure in equity, credit and mortgage markets. The outbreak has led the federal and state governments to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The impact of the pandemic and measures to prevent its spread and limit the economic impact of the pandemic have negatively impacted us and could further negatively impact our business, perhaps in a material manner.

~~More particularly, among the consequences of the COVID-19 pandemic that have had, and may continue to have in the future, adverse impacts on our business are:~~

~~- We may experience declines in the value of our assets, including our loan and securities portfolios~~

~~- Declines in the value of our assets may result in margin calls and other mandatory prepayments under the credit facilities we use to finance those assets~~

- In the current environment, forced sales of the securities and other assets that secure our repurchase and other financing arrangements may be on terms less favorable to us than might otherwise be available under more normal conditions, which could result in losses

~~Table of Contents~~

~~- Disruption in the financial markets may have an adverse effect on our ability to obtain financing on terms and conditions that are favorable to us, or our ability to obtain financing at all~~

~~- Continued disruptions in the credit markets may negatively impact our ability to execute on securitizations, which may have an adverse effect on our liquidity and results of operations~~

- To the extent current conditions persist or worsen, there may be a materially negative effect on our results of operations, and, in turn, on cash available for distribution to our stockholders, on the value of our assets and on the market price of our common stock.

In response to the pandemic, Congress passed the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which has provided billions of dollars of relief to individuals, businesses of all sizes, state and local governments, and other public facilities suffering the impact of the pandemic. The Cares Act includes mortgage loan forbearance and modification programs to qualifying borrowers who have difficulty making their loan payments~~. In addition, t~~he Federal Reserve has announced its commitment to purchase U.S. Treasury securities, asset backed securities, municipal bonds and other assets, in addition to making loans to and purchasing bonds from private companies.

~~Among the possible impacts of this legislation and regulatory action are:~~

- Over the near and intermediate term, the economic impacts of the pandemic may negatively impact the financial stability of our mortgage loan borrowers and the properties underlying the loans, due in part to the effects of mortgage loan forbearance and modification programs and suspensions of landlords' ability to enforce evictions

~~- Weakness in the economy may result in us receiving fewer requests for new loans, which may adversely affect our results of operations~~

- Under applicable Fannie Mae policies and guidelines, we are required to make principal and interest advances on the loans we service for Fannie Mae and are responsible for bearing the burden of funding these advances for extended periods of time before receiving reimbursement from Fannie Mae, which may adversely affect our liquidity and financial condition

- If we are unable to find a financing source for these servicing advance obligations, or if we can obtain financing, but the cost and terms of any such financing are less advantageous than we have received in the past, that could have material adverse consequences on our liquidity and financial condition

- There can be no assurance as to how, in the long term, these actions and other actions by the U.S. government will affect the efficiency, liquidity and stability of the financial and mortgage markets. To the extent the financial or mortgage markets do not respond favorably to any of these actions, or such actions do not function as intended, our business, results of operations, financial condition and liquidity may continue to be adversely affected, perhaps materially.

~~The COVID-19 pandemic may impact the health of our employee base.~~

~~The possible adverse effects of the pandemic on our workforce are:~~

- The COVID-19 pandemic may adversely impact the continued availability of our personnel, including our executive officers, and our ability to recruit, attract and retain skilled personnel

- Operationally, we initiated a work-from-home policy at the start of the pandemic and beginning in July 2020, started a phased-in approach to allow employees back into our offices; however; if significant portions of our workforce, including key personnel, are unable to work effectively because of illness, government actions or other restrictions implemented in connection with COVID-19, the adverse impact on our business could be material.

To the extent the COVID-19 pandemic adversely affects our business, results of operations, financial condition and cash flows, it may also have the effect of heightening many of the other risks described in the ''Risk Factors'' section of our 2019 Annual Report. There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and as a result, the ultimate impact of the outbreak on our operations and financial results is highly uncertain and subject to change.

7266

Table of Contents

Item 6. Exhibits


Exhibit #		Description
3.1		Articles of Incorporation of Arbor Realty Trust, Inc. *

3.2		Articles of Amendment to Articles of Incorporation of Arbor Realty Trust, Inc. **

3.2		Amended and Restated Bylaws of Arbor Realty Trust, Inc. ***

3.4		Articles Supplementary of 6.375% Series D Cumulative Redeemable Preferred Stock. ****

3.5		Articles Supplementary reclassifying and designating the authorized shares of 8.25% Series A Cumulative Redeemable Preferred Stock, 7.75% Series B Cumulative Redeemable Preferred Stock and 8.50% Series C Cumulative Redeemable Preferred Stock as additional shares of undesignated preferred stock of Arbor Realty Trust, Inc. *****

4.1		Indenture, dated as of April 30, 2021, between Arbor Realty Trust, Inc. and UMB Bank, NA, as trustee. ******

4.2		Form of 5.00% Senior Note due 2026 (included in Exhibit 4.1).

4.3		Specimen 6.375% Series D Cumulative Redeemable Preferred Stock Certificate. *******

10.1		Second amended and restated Annual Incentive Agreement, dated April 22, 2021, by and between Arbor Realty Trust, Inc. and Ivan Kaufman.

10.2		Pooling and Servicing Agreement, dated as of June 1, 2021, by and among Arbor Private Label Depositor, LLC, Midland Loan Services and Wells Fargo Bank, National Association

10.3		Form of Registration Rights Agreement relating to the 5.00% Senior Notes due 2026, dated as of April 30, 2021, among Arbor Realty Trust, Inc. and the several purchasers of the Notes party thereto. ********

10.4		Fourth Amended and Restated Agreement of Limited Partnership of Arbor Realty Limited Partnership, dated June 25, 2021, by and among Arbor Realty GPOP, Inc., Arbor Realty LPOP, Inc., Arbor Commercial Mortgage, LLC and Arbor Realty Trust, Inc. *********

31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14.

31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14.

32		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1		Financial statements from the Quarterly Report on Form 10-Q of Arbor Realty Trust, Inc. for the quarter ended ~~September~~June 30, ~~2020,~~2021, filed on ~~October~~July 30, ~~2020,~~2021, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of ~~Income,~~Operations, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

In accordance with Item 601 (b)(4)(iii)(A) of Regulation S-K, certain instruments with respect to long-term debt of the registrant have been omitted but will be furnished to the Securities and Exchange Commission upon request.

* Incorporated by reference to Registration Statement on Form S-11 (No. 333-110472), as amended, filed November 13, 2003.

Table of Contents

** Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.

*** Incorporated by reference to Exhibit ~~99.2~~3.1 of Form 8-K filed December ~~11, 2007.~~1, 2020.

**** Incorporated by reference to Exhibit 3.7 on Form 8-A filed June 2, 2021.

***** Incorporated by reference to Exhibit 3.1 on Form 8-K filed June 28, 2021.

****** Incorporated by reference to Exhibit 4.1 on Form 8-K filed May 4, 2021.

******* Incorporated by reference to Exhibit 4.1 on Form 8-A, filed June 2, 2021.

******** Incorporated by reference to Exhibit 10.1 on Form 8-K filed May 4, 2021.

********* Incorporated by reference to Exhibit 10.2 on Form S-4 (No. 333-257494) filed June 28, 2021.

7368

Table of Contents

SIGNATURES

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



	ARBOR REALTY TRUST, INC.


Date: ~~October~~July 30, ~~2020~~2021	By:	/s/ Ivan Kaufman
		Ivan Kaufman
		Chief Executive Officer



Date: ~~October~~July 30, ~~2020~~2021	By:	/s/ Paul Elenio
		Paul Elenio
		Chief Financial Officer

7469


Balance - January 1, 2020	24,195,594	$	89,501	109,706,214	$	1,097	$	1,154,932	$	(60,920)	$	1,184,610	$	171,417	$	1,356,027
Cummulative-effect adjustment (Note 2)	—		—	—		—		—		(24,106)		(24,106)		(4,501)		(28,607)
Balance - January 1, 2020 (as adjusted for the adoption of ASU 2016-13)	24,195,594	$	89,501	109,706,214	$	1,097	$	1,154,932	$	(85,026)	$	1,160,504	$	166,916	$	1,327,420
Issuance of common stock	—		—	6,887,274		69		78,481		—		78,550		—		78,550
Repurchase of common stock	—		—	(1,625,777)		(16)		(12,745)		—		(12,761)		—		(12,761)
Issuance of common stock from convertible debt	—		—	363,013		3		90		—		93		—		93
Stock-based compensation, net	—		—	599,627		6		3,786		—		3,792		—		3,792
Distributions - common stock	—		—	—		—		—		(102,283)		(102,283)		—		(102,283)
Distributions - preferred stock	—		—	—		—		—		(5,673)		(5,673)		—		(5,673)
Distributions - noncontrolling interest	—		—	—		—		—		—		—		(18,102)		(18,102)
Redemption of OP Units	(2,851,723)		(29)	—		—		(1,599)		—		(1,628)		(29,627)		(31,255)
Net income	—		—	—		—		—		72,443		72,443		11,012		83,455
Balance – Semptember 30, 2020	21,343,871	$	89,472	115,930,351	$	1,159	$	1,222,945	$	(120,539)	$	1,193,037	$	130,199	$	1,323,236


Balance – January 1, 2019	24,365,084	$	89,502	83,987,707	$	840	$	879,029	$	(74,133)	$	895,238	$	170,328	$	1,065,566
Issuance of common stock	—		—	9,387,000		93		117,786		—		117,879		—		117,879
Repurchase of common stock	—		—	(920,000)		(9)		(11,565)		—		(11,574)		—		(11,574)
Issuance of common stock from convertible debt	—		—	214,029		2		2,505		—		2,507		—		2,507
Extinguishment of convertible senior unsecured notes	—		—	—		—		(1,337)		—		(1,337)		—		(1,337)
Stock-based compensation, net	—		—	963,865		10		3,930		—		3,940		—		3,940
Forfeiture of unvested restricted stock	—		—	(18,120)		—		—		—		—		—		—
Issuance of common stock from special dividend	—		—	901,432		9		10,070		—		10,079		—		10,079
Issuance of OP Units and special voting preferred stock from special dividend	221,666		2	—		—		—		—		2		2,476		2,478
Distributions - common stock	—		—	—		—		—		(77,178)		(77,178)		—		(77,178)
Distributions - preferred stock	—		—	—		—		—		(5,676)		(5,676)		—		(5,676)
Distributions - noncontrolling interest	—		—	—		—		—		—		—		(17,242)		(17,242)
Redemption of OP Units	(391,156)		(3)	258,677		3		2,937		—		2,937		(4,609)		(1,672)
Net income	—		—	—		—		—		91,197		91,197		19,429		110,626
Balance – Semptember 30, 2019	24,195,594	$	89,501	94,774,590	$	948	$	1,003,355	$	(65,790)	$	1,028,014	$	170,382	$	1,198,396


	January 1, 2020
	As Reported
	Under		As Reported		Impact of
	ASU 2016-13		Pre-Adoption		Adoption
Assets:
Allowance for credit losses:
Structured loans and investments (1)	$	88,363	$	71,069	$	17,294
Held-to-maturity debt securities		501		—		501
Deferred tax assets		27,307		23,713		3,594
Liabilities:
Allowance for loss-sharing obligations		16,847		2,441		14,406