Debt Obligations | 12 Months Ended |
Dec. 31, 2014 |
Debt Obligations | |
Debt Obligations | Note 7—Debt Obligations |
        We utilize various forms of short-term and long-term financing agreements to finance certain of our loans and investments. Borrowings underlying these arrangements are primarily secured by a significant amount of our loans and investments. |
Credit Facilities and Repurchase Agreements |
        The following table outlines borrowings under our credit facilities and repurchase agreements as of December 31, 2014 and 2013: |
                                                                                                                                                                                    |
| | December 31, 2014 | | December 31, 2013 | |
| | Debt | | Collateral | | Weighted | | Debt | | Collateral | | Weighted | |
Carrying | Carrying | Average | Carrying | Carrying | Average |
Value | Value | Note Rate | Value | Value | Note Rate |
$100Â million warehousing credit facility | | $ | 92,520,637Â | | $ | 128,593,000Â | | | 2.45Â | % | $ | 33,300,540Â | | $ | 45,705,813Â | | | 2.46Â | % |
$75Â million warehousing credit facility | | | 42,975,000Â | | | 58,000,000Â | | | 2.45Â | % | | 30,838,180Â | | | 46,774,000Â | | | 2.70Â | % |
$60Â million warehousing credit facility | | | 29,890,563Â | | | 45,422,236Â | | | 2.20Â | % | | 15,063,750Â | | | 21,800,000Â | | | 2.20Â | % |
$33 million warehousing credit facility | | | — | | | — | | | — | | | 33,000,000 | | | 55,000,000 | | | 2.45 | % |
$20 million revolving credit facility | | | — | | | — | | | — | | | 20,000,000 | | | — | | | 8.50 | % |
$15 million term credit facility | | | 15,000,000 | | | — | | | 7.50 | % | | — | | | — | | | — | |
Repurchase agreement | | | — | | | — | | | — | | | 12,497,000 | | | 15,536,049 | | | 1.75 | % |
Repurchase agreement | | | — | | | — | | | — | | | 14,425,553 | | | 18,944,735 | | | 2.00 | %  |
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Total credit facilities and repurchase agreements | | $ | 180,386,200Â | | $ | 232,015,236Â | | | 2.84Â | % | $ | 159,125,023Â | | $ | 203,760,597Â | | | 3.16Â | % Â |
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        At December 31, 2014 and 2013, the weighted average interest rate for our credit facilities and repurchase agreements was 2.84% and 3.16%, respectively. Including certain fees and costs, the weighted average interest rate was 3.06% and 3.57% at December 31, 2014 and 2013, respectively. There were no interest rate swaps on these facilities at December 31, 2014 and 2013. |
        In July 2011, we entered into a two year, $50.0 million warehouse facility with a financial institution to finance first mortgage loans on multifamily properties. In 2013, we amended the facility, increasing the committed amount to $75.0 million, decreased the rate of interest from 275 basis points over LIBOR to 225 basis points over LIBOR, decreased certain commitment, warehousing and non-use fees and extended the maturity to April 2015. In March 2014, the facility's committed amount was increased to $110.0 million, which included a temporary increase of $10.0 million that was repaid in April 2014 as part of the issuance of our third CLO, and required a 0.13% commitment fee, which was increased to 0.35% upon an amendment in August 2014 that included the elimination of advance fees. The facility has a maximum advance rate of 75% and contains several restrictions including full repayment of an advance if a loan becomes 60 days past due, is in default or is written down by us. The facility has various financial covenants including a minimum liquidity requirement of $20.0 million, minimum tangible net worth which includes junior subordinated notes as equity of $150.0 million, maximum total liabilities less subordinate debt of $2.0 billion, as well as certain other debt service coverage ratios and debt to equity ratios. The facility has a compensating balance requirement of $50.0 million to be maintained by us and our affiliates. |
        In February 2013, we entered into a one year, $50.0 million warehouse facility with a financial institution to finance first mortgage loans on multifamily properties. In April 2014, we amended the facility, increasing the committed amount to $75.0 million. The facility bears interest at a rate of 225 basis points over LIBOR which was originally 250 basis points over LIBOR, upon closing, requires a 35 basis point commitment fee, which was originally 12.5 basis points, upon closing, matures in March 2015, has warehousing and non-use fees and allows for an original warehousing period of up to 24 months from the initial advance on an asset. The facility has a maximum advance rate of 75% and contains certain restrictions including partial prepayment of an advance if a loan becomes 90 days past due or in the process of foreclosure, subject to certain conditions. The facility has various financial covenants including a minimum liquidity requirement of $20.0 million, minimum tangible net worth which includes junior subordinated notes as equity of $150.0 million, maximum total liabilities less subordinate debt of $2.0 billion, as well as certain other debt service coverage ratios and debt to equity ratios. |
        In June 2013, we entered into a one year, $40.0 million warehouse facility with a financial institution to finance first mortgage loans on multifamily properties, including a $10.0 million sublimit to finance retail and office properties. In February 2014, we amended the facility, increasing the committed amount to $45.0 million, and in April 2014 the committed amount was increased to $60.0 million. The facility bears interest at a rate of 200 basis points over LIBOR, matures in April 2015, has warehousing fees and allows for an original warehousing period of up to 24 months from the initial advance on an asset. The facility also has a maximum advance rate of 70% or 75%, depending on the property type, and contains certain restrictions including prepayment of an advance if a loan becomes 60 days past due or is in the process of foreclosure, subject to certain conditions. The facility also includes various financial covenants including a minimum liquidity requirement of $20.0 million, minimum tangible net worth of $150.0 million, as well as a minimum debt service coverage ratio. |
        In December 2013, we entered into a $33.0 million warehouse facility with a financial institution to finance the first mortgage loan on a multifamily property. The facility bore interest at a rate of 225 basis points over LIBOR which increased to 250 basis points over LIBOR in February 2014, required up to a 45 basis point commitment fee and was to mature in November 2015 with a one year extension option. In April 2014, the facility was repaid in full as part of the issuance of our third CLO. |
        In May 2012, we entered into a $15.0 million committed revolving line of credit with a one year term, which was secured by a portion of the bonds originally issued by our CDO entities that have been repurchased by us. This facility had a 1% commitment fee, a 1% non-use fee and paid interest at a fixed rate of 8% on any drawn portion of the line. In January 2013, we amended the facility, increasing the committed amount to $20.0 million and a fixed rate of interest of 8.5% on any drawn portion of the $20.0 million commitment. The amendment also required a 1% commitment fee and a 1% non-use fee. In May 2013, we extended the facility to a maturity in May 2014 with a one year extension option and a 1% extension fee, as well as amended the facility to have an 8.5% non-use fee on the first $5.0 million not borrowed and a 1% non-use fee on the remaining funds not borrowed. In May 2014, the facility was repaid in full from proceeds received from the issuance of senior unsecured notes. |
        In August 2014, we entered into a $15.0 million term facility with a maturity in August 2015, a fixed interest rate of 7.5% and no commitment or non-use fees. The facility is secured by a portion of the bonds originally issued by our CDO III entity that have been repurchased by us. |
        In July 2011, we entered into a repurchase agreement with a financial institution to finance the purchase of RMBS investments. During the first quarter of 2014, we paid off the remaining balance of $12.5 million due to the sale of our RMBS investments as well as principal paydowns received. See Note 4—"Securities" for further details. The facility bore interest at a rate of 125 to 200 basis points over LIBOR. |
        In June 2012, we entered into a repurchase agreement with a financial institution to finance the purchase of RMBS investments. During the first quarter of 2014, we paid off the remaining balance of $14.4 million due to the sale of our RMBS investments as well as principal paydowns received. The facility bore interest at a rate of 180 to 185 basis points over LIBOR. |
        In January 2015, we entered into a $150.0 million warehouse repurchase facility with a financial institution to finance a significant portion of the unwind of our CDO I and CDO II vehicles. The facility bears interest at a rate of 212.5 basis points over LIBOR on senior mortgage loans, 350.0 basis points over LIBOR on junior mortgage loans and has a two year term with a one year extension option. The facility also has a structuring fee of 50 basis points and contains certain financial covenants and restrictions. See "Collateralized Debt Obligations" below. |
Collateralized Debt Obligations (CDOs) |
        The following table outlines borrowings and the corresponding collateral under our CDOs as of December 31, 2014: |
                                                                                                                                                                                    |
| | | | | | Collateral | | | |
| | Debt | | Loans | | Cash | | | |
| | Face | | Carrying | | Unpaid | | Carrying | | Restricted | | Collateral | |
Value | Value | Principal(1) | Value(1) | Cash(2) | At-Risk(3) |
CDO I | | $ | 69,972,159Â | | $ | 75,402,789Â | | $ | 222,903,486Â | | $ | 174,460,160Â | | $ | 5,232,226Â | | $ | 180,691,292Â | |
CDO II | | | 97,906,092Â | | | 103,484,624Â | | | 192,522,685Â | | | 143,824,571Â | | | 69,412,808Â | | | 106,139,494Â | |
CDO III | | | 144,192,804Â | | | 152,507,713Â | | | 202,758,120Â | | | 171,457,394Â | | | 64,771,797Â | | | 147,049,346Â | |
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Total CDOs | | $ | 312,071,055Â | | $ | 331,395,126Â | | $ | 618,184,291Â | | $ | 489,742,125Â | | $ | 139,416,831Â | | $ | 433,880,132Â | |
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        The following table outlines borrowings and the corresponding collateral under our CDOs as of December 31, 2013: |
                                                                                                                                                                                    |
| | | | | | Collateral | | | |
| | Debt | | Loans | | Cash | | | |
| | Face | | Carrying | | Unpaid | | Carrying | | Restricted | | Collateral | |
Value | Value | Principal(1) | Value(1) | Cash(2) | At-Risk(3) |
CDO I | | $ | 126,753,077Â | | $ | 132,399,560Â | | $ | 284,758,473Â | | $ | 237,194,618Â | | $ | 79,986Â | | $ | 179,466,954Â | |
CDO II | | | 196,046,587Â | | | 201,847,417Â | | | 362,150,693Â | | | 312,859,875Â | | | 1,719,760Â | | | 187,213,841Â | |
CDO III | | | 296,754,194Â | | | 305,376,004Â | | | 395,783,494Â | | | 365,236,505Â | | | 23,607,813Â | | | 240,503,823Â | |
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Total CDOs | | $ | 619,553,858Â | | $ | 639,622,981Â | | $ | 1,042,692,660Â | | $ | 915,290,998Â | | $ | 25,407,559Â | | $ | 607,184,618Â | |
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|
        CDO I—Issued four investment grade tranches in January 2005 with a reinvestment period through April 2009 and a stated maturity date of February 2040. Interest is variable based on three-month LIBOR; the weighted average note rate was 3.23% and 3.12% at December 31, 2014 and 2013, respectively. |
        CDO II—Issued nine investment grade tranches in January 2006 with a reinvestment period through April 2011 and a stated maturity date of April 2038. Interest is variable based on three-month LIBOR; the weighted average note rate was 6.22% and 3.74% at December 31, 2014 and 2013, respectively. |
        CDO III—Issued ten investment grade tranches in December 2006 with a reinvestment period through January 2012 and a stated maturity date of January 2042. Interest is variable based on three-month LIBOR; the weighted average note rate was 0.98% and 0.75% at December 31, 2014 and 2013, respectively. |
-1 | Amounts include loans to real estate assets consolidated by us that were reclassified to real estate owned and held-for-sale, net on the consolidated financial statements. | | | | | | | | | | | | | | | | | | |
-2 | Represents restricted cash held for principal repayments in the CDOs. Does not include restricted cash related to interest payments, delayed fundings and expenses. | | | | | | | | | | | | | | | | | | |
-3 | Amounts represent the face value of collateral in default, as defined by the CDO indenture, as well as assets deemed to be "credit risk." Credit risk assets are reported by each of the CDOs and are generally defined as one that, in the CDO collateral manager's reasonable business judgment, has a significant risk of declining in credit quality or, with a passage of time, becoming a defaulted asset. | | | | | | | | | | | | | | | | | | |
        At December 31, 2014 and 2013, the aggregate weighted average note rate for our CDOs, including the cost of interest rate swaps on assets financed in these facilities, was 3.13% and 2.18%, respectively. Excluding the effect of swaps, the weighted average note rate at December 31, 2014 and 2013 was 1.07% and 0.83%, respectively. Including certain fees and costs, the weighted average note rate was 5.26% and 3.26% at December 31, 2014 and 2013, respectively. |
        In January 2005, we completed our first CDO vehicle, issuing to third party investors four tranches of investment grade collateralized debt obligations ("CDO I") through a newly-formed wholly-owned subsidiary, Arbor Realty Mortgage Securities Series 2004-1, Ltd. ("the Issuer"). At inception, the Issuer held assets, consisting primarily of bridge loans, mezzanine loans and cash totaling approximately $469.0 million, which serve as collateral for CDO I. The Issuer issued investment grade notes with an initial principal amount of approximately $305.0 million and a wholly-owned subsidiary of ours purchased the preferred equity interests of the Issuer. The four investment grade tranches were issued with floating rate coupons with an initial combined weighted average rate of three-month LIBOR plus 0.77%. The outstanding debt balance is reduced as loans are repaid. We incurred approximately $7.2 million of issuance costs which is amortized on a level yield basis over the average estimated life of CDO I. Investor capital is repaid quarterly from proceeds received from loan repayments held as collateral in accordance with the terms of the CDO. Proceeds distributed are recorded as a reduction of the CDO liability. Proceeds of $56.8 million and $7.2 million were distributed in 2014 and 2013, respectively. The CDO liability is also reduced as the notes are purchased by us—see below. |
        In January 2006, we completed our second CDO vehicle, issuing to third party investors nine tranches of investment grade collateralized debt obligations ("CDO II") through a newly-formed wholly-owned subsidiary, Arbor Realty Mortgage Securities Series 2005-1, Ltd. ("the Issuer II"). At inception, the Issuer II held assets, consisting primarily of bridge loans, mezzanine loans and cash totaling approximately $475.0 million, which serve as collateral for CDO II. The Issuer II issued investment grade notes with an initial principal amount of approximately $356.0 million and a wholly-owned subsidiary of ours purchased the preferred equity interests of the Issuer II. The nine investment grade tranches were issued with floating rate coupons with an initial combined weighted average rate of three-month LIBOR plus 0.74%. The outstanding debt balance is reduced as loans are repaid. We incurred approximately $6.2 million of issuance costs which is being amortized on a level yield basis over the average estimated life of CDO II. Investor capital is repaid quarterly from proceeds received from loan repayments held as collateral in accordance with the terms of the CDO. Proceeds distributed are recorded as a reduction of the CDO liability. Proceeds of $98.1 million and $34.1 million were distributed and recorded as a reduction of the CDO II liability during 2014 and 2013, respectively. The CDO liability is also reduced as the notes are purchased by us—see below. |
        In December 2006, we completed our third CDO vehicle, issuing to third party investors ten tranches of investment grade collateralized debt obligations ("CDO III") through a newly-formed wholly-owned subsidiary, Arbor Realty Mortgage Securities Series 2006-1, Ltd. ("the Issuer III"). At inception, the Issuer III held assets, consisting primarily of bridge loans, mezzanine loans, junior participation loans, preferred equity investments and cash totaling approximately $500.0 million, which serve as collateral for CDO III. The Issuer III issued investment grade notes with an initial principal amount of approximately $547.5 million, including a $100.0 million revolving note class that provides a revolving note facility and a wholly-owned subsidiary of ours purchased the preferred equity interests of the Issuer III. The ten investment grade tranches were issued with floating rate coupons with an initial combined weighted average rate of three-month LIBOR plus 0.44% and the revolving note facility has a commitment fee of 0.22% per annum on the undrawn portion of the facility. The outstanding debt balance will be reduced as loans are repaid. Investor capital will be repaid quarterly from proceeds received from loan repayments held as collateral in accordance with the terms of the CDO. Proceeds distributed are recorded as a reduction of the CDO liability. Proceeds of $152.6 million and $120.8 million were distributed and recorded as a reduction of the CDO III liability during both 2014 and 2013, respectively. The CDO liability is also reduced as the investment grade notes are purchased by us—see below. We incurred approximately $9.7 million of issuance costs which is being amortized on a level yield basis over the average estimated life of CDO III. The outstanding note balance for CDO III was $152.5 million and $257.4 million at December 31, 2014 and 2013, respectively. CDO III has $100.0 million revolving note class that provides a revolving note facility. The outstanding revolving note facility for CDO III was $1.8 million and $48.0 million at December 31, 2014 and 2013, respectively. |
        Proceeds from the sale of the 23 investment grade tranches issued in CDO I, CDO II and CDO III were used to repay outstanding debt under our repurchase agreements and notes payable. The assets pledged as collateral were contributed from our existing portfolio of assets. Each CDO has reached the end of its replenishment period. |
        We account for these transactions on our consolidated balance sheet as financing facilities. Our CDOs are VIEs for which we are the primary beneficiary and are consolidated in our financial statements accordingly. The investment grade tranches are treated as secured financings, and are non-recourse to us. |
        In January 2015, we completed the unwinding of CDO I and CDO II, redeeming $167.9 million of our outstanding notes. The notes were repaid primarily from proceeds received from the refinancing of CDO I and II's remaining assets within a new $150.0 million warehouse repurchase facility and our existing financing facilities, as well as with cash held by each CDO. As a result of this transaction, we generated approximately $30.0 million in cash equity and expect to expense $0.1 million of deferred fees in the first quarter of 2015. We also terminated the related basis and interest rate swaps and expect to incur a loss of $4.3 million in the first quarter of 2015. See Note 8—"Derivative Financial Instruments" for additional details. |
        In 2010, we re-issued our own CDO bonds we had acquired throughout 2009 with an aggregate face amount of approximately $42.8 million as part of an exchange for the retirement of $114.1 million of our junior subordinated notes. This transaction resulted in the recording of $65.2 million of additional CDO debt, of which $42.3 million represents the portion of our CDO bonds that were exchanged and $22.9 million represents the estimated interest due on the reissued bonds through their maturity, of which $19.3 million remains at December 31, 2014. In the first quarter of 2015, we unwound our CDO I and CDO II vehicles and reduced the balance of estimated interest by $11.0 million, recording a gain. |
        The following table sets forth the face amount and gain on extinguishment of our CDO bonds repurchased in the following periods by bond class: |
                                                                                                                                                                                    |
| | Year Ended December 31, | |
| | 2014 | | 2013 | | 2012 | |
Class: | | Face | | Gain | | Face | | Gain | | Face | | Gain | |
Amount | Amount | Amount |
B | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 13,000,000 | | $ | 4,615,000 | |
C | | | — | | | — | | | — | | | — | | | 3,329,509 | | | 1,200,182 | |
D | | | — | | | — | | | — | | | — | | | 13,350,000 | | | 5,819,066 | |
E | | | — | | | — | | | — | | | — | | | 13,765,276 | | | 6,445,033 | |
F | | | — | | | — | | | — | | | — | | | 9,708,556 | | | 5,048,417 | |
G | | | — | | | — | | | — | | | — | | | 8,672,039 | | | 4,777,138 | |
H | | | — | | | — | | | 9,935,088 | | | 4,930,772 | | | 4,403,771 | | | 2,554,187 | |
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Total | | $ | — | | $ | — | | $ | 9,935,088 | | $ | 4,930,772 | | $ | 66,229,151 | | $ | 30,459,023 | |
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Collateralized Loan Obligations (CLOs) |
        The following table outlines borrowings and the corresponding collateral under our CLOs as of December 31, 2014: |
                                                                                                                                                                                    |
| | | | | | Collateral | | | |
| | Debt | | Loans | | Cash | | | |
| | Face | | Carrying | | Unpaid | | Carrying | | Restricted | | Collateral | |
Value | Value | Principal | Value | Cash(1) | At-Risk(2) |
CLO II | | $ | 177,000,000 | | $ | 177,000,000 | | $ | 252,353,210 | | $ | 251,658,406 | | $ | 7,284,919 | | $ | — | |
CLO III | | | 281,250,000 | | | 281,250,000 | | | 315,390,280 | | | 313,932,084 | | | 59,245,183 | | | —  | |
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Total CLOs | | $ | 458,250,000 | | $ | 458,250,000 | | $ | 567,743,490 | | $ | 565,590,490 | | $ | 66,530,102 | | $ | —  | |
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CLO II—Issued two investment grade tranches in January 2013 with a replacement period through February 2015 and a stated maturity date of February 2023. Interest is variable based on three-month LIBOR; the weighted average note rate was 2.56%. |
CLO III—Issued three investment grade tranches in April 2014 with a replacement period through October 2016 and a stated maturity date of May 2024. Interest is variable based on three-month LIBOR; the weighted average note rate was 2.60%. |
        The following table outlines borrowings and the corresponding collateral under our CLOs as of December 31, 2013: |
                                                                                                                                                                                    |
| | | | | | Collateral | | | |
| | Debt | | Loans | | Cash | | | |
| | Face | | Carrying | | Unpaid | | Carrying | | Restricted | | Collateral | |
Value | Value | Principal | Value | Cash(1) | At-Risk(2) |
CLO I | | $ | 87,500,000 | | $ | 87,500,000 | | $ | 114,414,154 | | $ | 113,940,857 | | $ | 10,672,496 | | $ | — | |
CLO II | | | 177,000,000 | | | 177,000,000 | | | 255,016,564 | | | 253,989,391 | | | 4,621,675 | | | —  | |
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Total CLOs | | $ | 264,500,000 | | $ | 264,500,000 | | $ | 369,430,718 | | $ | 367,930,248 | | $ | 15,294,171 | | $ | —  | |
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-1 | Represents restricted cash held for principal repayments in the CLOs. Does not include restricted cash related to interest payments, delayed fundings and expenses. | | | | | | | | | | | | | | | | | | |
-2 | Amounts represent the face value of collateral in default, as defined by the CLO indenture, as well as assets deemed to be "credit risk." Credit risk assets are reported by each of the CLOs and are generally defined as one that, in the CLO collateral manager's reasonable business judgment, has a significant risk of declining in credit quality or, with a passage of time, becoming a defaulted asset. | | | | | | | | | | | | | | | | | | |
        In September 2012, we completed our first CLO ("CLO I"), issuing to third party investors two tranches of investment grade CLOs through two newly-formed wholly-owned subsidiaries. Initially, the notes are secured by a portfolio of loan obligations with a face value of approximately $125.1 million, consisting primarily of bridge loans and a senior participation interest in a first mortgage loan that were contributed from our existing loan portfolio. The financing had a two-year replacement period that allowed 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. As of October 9, 2014, CLO I has past the reinvestment period and investor capital will be repaid quarterly from proceeds received from loan repayments held as collateral in accordance with the terms of the CLO. The aggregate principal amounts of the two classes of notes are $75.0 million of Class A senior secured floating rate notes and $12.5 million of Class B secured floating rate notes. We retained a residual interest in the portfolio with a notional amount of $37.6 million. The notes have an initial weighted average interest rate of approximately 3.39% plus one-month LIBOR and interest payments on the notes are payable monthly. We incurred approximately $2.4 million of issuance costs which is being amortized on a level yield basis over the average estimated life of the CLO. Including certain fees and costs, the initial weighted average note rate was 4.35%. In the fourth quarter of 2014, we completed the unwind of CLO I redeeming $87.5 million of outstanding notes which were repaid with proceeds received from the refinancing of the remaining assets within our existing financing facilities and cash held by CLO I and expensed approximately $1.0 million of deferred fees in the fourth quarter of 2014 into interest expense on the consolidated statement of income. |
        In January 2013, we completed our second CLO ("CLO II"), issuing to third party investors two tranches of investment grade CLOs through two newly-formed wholly-owned subsidiaries. As of the CLO closing date, the notes are secured by a portfolio of loan obligations with a face value of approximately $210.0 million, consisting primarily of bridge loans and a senior participation interest in a first mortgage loan that were contributed from our existing loan portfolio. The financing has a two-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. As of February 10, 2015, CLO II has past the reinvestment period and investor capital will be repaid quarterly from proceeds received from loan repayments held as collateral in accordance with the terms of the CLO. Initially, the proceeds of the issuance of the securities also included $50.0 million for the purpose of acquiring additional loan obligations for a period of up to 90 days from the closing date of the CLO. Subsequently, the issuer owns loan obligations with a face value of approximately $260.0 million. The aggregate principal amounts of the two classes of notes were $156.0 million of Class A senior secured floating rate notes and $21.0 million of Class B secured floating rate notes. We retained a residual interest in the portfolio with a notional amount of approximately $83.0 million. The notes have an initial weighted average interest rate of approximately 2.36% plus one-month LIBOR and interest payments on the notes are payable monthly, beginning on March 15, 2013, to and including February 15, 2023, the stated maturity date of the notes. We incurred approximately $3.2 million of issuance costs which is being amortized on a level yield basis over the average estimated life of the CLO. Including certain fees and costs, the initial weighted average note rate was 3.00%. |
        In April 2014, we completed our third CLO ("CLO III"), issuing to third party investors three tranches of investment grade CLOs through two newly-formed wholly-owned subsidiaries. As of the CLO closing date, the notes are secured by a portfolio of loan obligations with a face value of approximately $307.3 million, consisting primarily of bridge loans that were contributed from our existing loan portfolio. The financing has an approximate 2.5 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 $67.7 million for the purpose of acquiring additional loan obligations for a period of up to 120 days from the closing date of the CLO, which was fully utilized in July 2014. Subsequently, the issuer owns loan obligations with a face value of approximately $375.0 million. The aggregate principal amounts of the three classes of notes are $221.3 million of Class A senior secured floating rate notes, $24.3 million of Class B secured floating rate notes and $35.8 million of Class C secured floating rate notes. We retained a residual interest in the portfolio with a notional amount of approximately $93.8 million. The notes have an initial weighted average interest rate of approximately 2.39% plus one-month LIBOR and interest payments on the notes are payable monthly. Including certain fees and costs, the initial weighted average note rate was 3.07%. |
        We account for these 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. |
        At December 31, 2014 and 2013, the aggregate weighted average note rate for our CLOs was 2.59% and 2.91%, respectively. Including certain fees and costs, the weighted average note rate was 3.14% and 3.49% at December 31, 2014 and 2013, respectively. |
Senior Unsecured Notes |
        In May 2014, we issued $55.0 million aggregate principal amount of 7.375% senior unsecured notes due in 2021 in an underwritten public offering, generating net proceeds of approximately $52.9 million after deducting the underwriting discount and offering expenses. Also in May 2014, the underwriters exercised a portion of their over-allotment option for a $3.6 million aggregate principal amount providing additional net proceeds of $3.5 million. |
        In August 2014, we issued an additional $35.0 million of the senior unsecured notes for net proceeds of approximately $32.5 million after deducting the issuance and underwriting discounts and offering expenses. Additionally, the underwriters exercised a portion of their over-allotment option for a $4.2 million aggregate principal amount providing additional net proceeds of $3.9 million. The notes can be redeemed by us after May 15, 2017. The interest is paid quarterly in February, May, August, and November starting in August 2014. Including certain fees and costs, the weighted average note rate was 8.06% at December 31, 2014. We used the net proceeds to make investments, to repurchase or pay liabilities and for general corporate purposes. |
Junior Subordinated Notes |
        The carrying value of borrowings under our junior subordinated notes was $159.8 million and $159.3 million at December 31, 2014 and 2013, respectively, which is net of a deferred amount of $16.0 million and $16.6 million, respectively. These notes have maturities ranging from March 2034 through April 2037, pay interest quarterly at a fixed or floating rate of interest based on three-month LIBOR and were not redeemable for the first two years. The current weighted average note rate was 3.01% at December 31, 2014 and 2013, however, based upon the accounting treatment for the restructuring mentioned below, the effective rate was 3.07% and 3.06%, at December 31, 2014 and 2013, respectively. Including certain fees and costs, the weighted average note rate was 3.18% for both periods. The entities that issued the junior subordinated notes have been deemed VIEs. The impact of these VIEs with respect to consolidation is discussed in Note 9—"Variable Interest Entities." |
        In 2009, we retired $265.8 million of our then outstanding trust preferred securities, primarily consisting of $258.4 million of junior subordinated notes issued to third party investors and $7.4 million of common equity issued to us in exchange for $289.4 million of newly issued unsecured junior subordinated notes, representing 112% of the original face amount. The notes bear interest equal to three month LIBOR plus a weighted average spread of 2.77%. The 12% increase to the face amount due upon maturity, which had a balance of $16.0 million at December 31, 2014, is being amortized into interest expense over the life of the notes. We also paid transaction fees of approximately $1.3 million to the issuers of the junior subordinated notes related to this restructuring which is being amortized into interest expense over the life of the notes. |
Notes Payable |
        The following table outlines borrowings under our notes payable as of December 31, 2014 and 2013: |
                                                                                                                                                                                    |
| | December 31, 2014 | | December 31, 2013 | | | | | | | |
| | Debt | | Collateral | | Debt | | Collateral | | | | | | | |
Carrying | Carrying | Carrying | Carrying | | | | | | |
Value | Value | Value | Value | | | | | | |
Junior loan participation, secured by our interest in a first mortgage loan with a principal balance of $1.3Â million, participation interest was based on a portion of the interest received from the loan which has a fixed rate of 9.57% | | $ | 1,300,000Â | | $ | 1,300,000Â | | $ | 1,300,000Â | | $ | 1,300,000Â | | | | | | | |
Junior loan participation, maturity of October 2018, secured by our interest in a mezzanine loan with a principal balance of $3.0 million, participation interest is a fixed rate of 13.00% | | | — | | | — | | | 750,000 | | | 750,000 | | | | | | | |
Junior loan participation, maturity of September 2014, secured by our interest in a mezzanine loan with a principal balance of $3.0 million, participation interest is a fixed rate of 15.00% | | | — | | | — | | | 450,000 | | | 450,000 | | | | | | | |
​ | ​ | ​  | ​  | ​ | ​  | ​  | ​ | ​  | ​  | ​ | ​  | ​  | ​ | | | | | | |
Total notes payable | | $ | 1,300,000Â | | $ | 1,300,000Â | | $ | 2,500,000Â | | $ | 2,500,000Â | | | | | | | |
​ | ​ | ​  | ​  | ​ | ​  | ​  | ​ | ​  | ​  | ​ | ​  | ​  | ​ | | | | | | |
​ | ​ | ​  | ​  | ​ | ​  | ​  | ​ | ​  | ​  | ​ | ​  | ​  | ​  | | | | | | |
        At December 31, 2014 and 2013, the aggregate weighted average note rate for our notes payable was 0% and 4.26%, respectively. There were no interest rate swaps on the notes payable at December 31, 2014 and 2013. |
        Our obligation to pay interest on the junior loan participations is based on the performance of the related loan. Interest expense is based on the portion of the interest received from the loan that is paid to the junior participant. In the third quarter of 2014, we paid off our $0.8 million and $0.5 million junior loan participations. In March 2014, we entered into non-recourse junior loan participations with our Manager totaling $15.0 million on a $70.1 million bridge loan, with a weighted average variable interest rate of 7.20%. In May 2014, the junior loan participations with our Manager were paid off. |
Mortgage Note Payable—Real Estate Owned and Held-For-Sale |
        We have a first lien mortgage in connection with the acquisition of real property pursuant to bankruptcy proceedings for an entity in which we had a loan secured by the Multifamily Portfolio. At December 31, 2014 and 2013, the outstanding balance of this loan was $31.0 million and $53.8 million, respectively. The mortgage bears interest at a variable rate of one-month LIBOR plus 1.23% and in July 2014, the maturity date was extended to July 2015. |
        In 2013, a property in the Multifamily Portfolio was classified as held-for-sale and accordingly, $11.0 million of the first lien mortgage related to this property was classified as held-for-sale. In the second quarter of 2014, it was determined that a sale of this property would not take place and the entire first lien mortgage was reclassified as real estate owned. In the third quarter of 2014, a property in the Multifamily Portfolio was sold and accordingly, we repaid the $3.4 million first mortgage related to this property. Additionally, in the third quarter of 2014, three properties in the Multifamily Portfolio were classified as held-for-sale and accordingly, $23.8 million of the first lien mortgage was classified as held-for-sale. In the fourth quarter of 2014, two of the properties classified as held-for-sale were sold and the first lien mortgage was paid down $15.4 million. In the first quarter of 2015, we repaid the existing mortgage of $20.7 million and replaced it with a new $27.2 million mortgage. |
        We made required paydowns of $4.0 million related to the Multifamily Portfolio first lien mortgage during 2014. |
Debt Covenants |
        Our debt facilities contain various financial covenants and restrictions, including minimum net worth, minimum liquidity and maximum debt balance requirements, as well as certain other debt service coverage ratios and debt to equity ratios. We were in compliance with all financial covenants and restrictions at December 31, 2014. |
        Our CDO and 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 CDOs or CLOs, all cash flows from the applicable CDO or CLO would be diverted to repay principal and interest on the outstanding CDO or CLO bonds and we would not receive any residual payments until that CDO or CLO regained compliance with such tests. Our CDOs and CLOs were in compliance with all such covenants as of December 31, 2014, as well as on the most recent determination dates in January 2015. In the event of a breach of the CDO or CLO covenants that could not be cured in the near-term, we would be required to fund our non-CDO or non-CLO expenses, including management fees and employee costs, distributions required to maintain REIT status, debt costs, and other expenses with (i) cash on hand, (ii) income from any CDO or CLO not in breach of a covenant test, (iii) income from real property and loan assets, (iv) sale of assets, or (v) or 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 CDOs or CLOs. However, we may not have sufficient liquidity available to do so at such time. |
        The chart below is a summary of our CDO and CLO compliance tests as of the most recent determination dates in January 2015: |
                                                                                                                                                                                    |
Cash Flow Triggers | | CDO III | | CLO II | | CLO III | | | | | | | | | | |
Overcollateralization(1) | | | | | | | | | | | | | | | | | | | |
Current | | | 111.34Â | | | 146.89Â | | | 133.33Â | | | | | | | | | | |
% | % | % | | | | | | | | | |
Limit | | | 105.60Â | | | 144.25Â | | | 132.33Â | | | | | | | | | | |
% | % | % | | | | | | | | | |
Pass / Fail | | | | | | | | | | | | | | | | | | | |
Pass | Pass | Pass | | | | | | | | | |
Interest Coverage(2) | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Current | | | 349.38Â | | | 313.35Â | | | 274.85Â | | | | | | | | | | |
% | % | % | | | | | | | | | |
Limit | | | 105.60Â | | | 120.00Â | | | 120.00Â | | | | | | | | | | |
% | % | % | | | | | | | | | |
Pass / Fail | | | | | | | | | | | | | | | | | | | |
Pass | Pass | Pass | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
|
-1 | The overcollateralization ratio divides the total principal balance of all collateral in the CDO and CLO by the total principal balance of the bonds associated with the applicable ratio. To the extent an asset is considered a defaulted security, the asset's principal balance for purposes of the overcollateralization test is the lesser of the asset's market value or the principal balance of the defaulted asset multiplied by the asset's recovery rate which is determined by the rating agencies. Rating downgrades of CDO and CLO collateral will generally not have a direct impact on the principal balance of a CDO and CLO asset for purposes of calculating the CDO and CLO overcollateralization test unless the rating downgrade is below a significantly low threshold (e.g. CCC-) as defined in each CDO and CLO vehicle. | | | | | | | | | | | | | | | | | | |
-2 | The interest coverage ratio divides interest income by interest expense for the classes senior to those retained by us. | | | | | | | | | | | | | | | | | | |
        The chart below is a summary of our CDO and CLO overcollateralization ratios as of the following determination dates: |
                                                                                                                                                                                    |
Determination Date | | CDO I | | CDO II | | CDO III | | CLO II | | CLO III | | | | |
January 2015(1) | | | — | | | — | | | 111.34 | % | | 146.89 | % | | 133.33 | % | | | |
Oct-14 | | | 173.33Â | % | | 161.20Â | % | | 110.65Â | % | | 146.89Â | % | | 133.33Â | % | | | |
Jul-14 | | | 171.01Â | % | | 153.44Â | % | | 109.20Â | % | | 146.89Â | % | | 133.33Â | % | | | |
Apr-14 | | | 184.35 | % | | 138.15 | % | | 108.74 | % | | 146.89 | % | | — | | | | |
Jan-14 | | | 167.15 | % | | 137.87 | % | | 107.80 | % | | 146.89 | % | | — | | | | |
| | | | | | | | | | | | | | | | | | | |
|
-1 | CLO I was redeemed in December 2014 and CDO I and CDO II were redeemed in January 2015. | | | | | | | | | | | | | | | | | | |
        The ratio will fluctuate based on the performance of the underlying assets, transfers of assets into the CDOs and CLOs prior to the expiration of their respective replenishment dates, purchase or disposal of other investments, and loan payoffs. No payment due under the junior subordinated indentures may be paid if there is a default under any senior debt and the senior lender has sent notice to the trustee. The junior subordinated indentures are also cross-defaulted with each other. |
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