Debt Obligations | 9 Months Ended |
Sep. 30, 2013 |
Debt Obligations | ' |
Debt Obligations | ' |
Note 7 — Debt Obligations |
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The Company utilizes repurchase agreements, warehouse credit facilities, a revolving credit facility, collateralized debt obligations, collateralized loan obligations, junior subordinated notes, a note payable, loan participations and mortgage notes payable to finance certain of its loans and investments. Borrowings underlying these arrangements are primarily secured by a significant amount of the Company’s loans and investments. |
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Repurchase Agreements and Credit Facilities |
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The following table outlines borrowings under the Company’s repurchase agreements and credit facilities as of September 30, 2013 and December 31, 2012: |
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| | September 30, 2013 | | December 31, 2012 | | | | | | | | | | | | | | | | |
| | Debt | | Collateral | | Debt | | Collateral | | | | | | | | | | | | | | | | |
| | Carrying | | Carrying | | Carrying | | Carrying | | | | | | | | | | | | | | | | |
| | Value | | Value | | Value | | Value | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Repurchase agreement (1) | | $ | 17,128,000 | | $ | 22,478,963 | | $ | 35,072,000 | | $ | 43,604,281 | | | | | | | | | | | | | | | | |
Repurchase agreement (2) | | 14,732,981 | | 19,510,137 | | 689,619 | | 827,488 | | | | | | | | | | | | | | | | |
Repurchase agreement (3) | | — | | — | | — | | — | | | | | | | | | | | | | | | | |
$75.0 million warehousing credit facility (4) | | 55,032,200 | | 81,685,000 | | 50,000,000 | | 70,075,000 | | | | | | | | | | | | | | | | |
$50.0 million warehousing credit facility (5) | | 28,645,407 | | 39,880,000 | | — | | — | | | | | | | | | | | | | | | | |
$40.0 million warehousing credit facility (6) | | 23,043,750 | | 37,150,000 | | — | | — | | | | | | | | | | | | | | | | |
$17.3 million warehousing credit facility (7) | | — | | — | | 17,300,000 | | 30,000,000 | | | | | | | | | | | | | | | | |
$12.6 million warehousing credit facility (7) | | — | | — | | 12,600,000 | | 18,000,000 | | | | | | | | | | | | | | | | |
$20.0 million revolving credit facility (8) | | 20,000,000 | | — | | 15,000,000 | | — | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total repurchase agreements and credit facilities | | $ | 158,582,338 | | $ | 200,704,100 | | $ | 130,661,619 | | $ | 162,506,769 | | | | | | | | | | | | | | | | |
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(1) Rolling monthly term, interest is variable based on one-month LIBOR; the weighted average note rate was 1.86% and 1.75%, respectively. |
(2) Rolling monthly term, interest is variable based on one-month LIBOR; the weighted average note rate was 2.01% and 1.73%, respectively. |
(3) Rolling monthly term, interest is variable based on one-month LIBOR. |
(4) Expiration April 2015, interest is variable based on one-month LIBOR; the note rate was 2.51% and 3.00%, respectively. |
(5) Expiration February 2014, interest is variable based on LIBOR; the weighted average note rate was 2.72%. |
(6) Expiration June 2014, interest is variable based on LIBOR; the weighted average note rate was 2.21%. |
(7) Interest was variable based on LIBOR or Prime; the weighted average note rate was 3.00%. |
(8) Expiration May 2014, interest is fixed at 8.50% with an 8.50% non-use fee on the first $5.0 million, then a 1.00% non-use fee, the weighted average note rate was 8.50% and 8.00%, respectively. |
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At September 30, 2013 and December 31, 2012, the weighted average note rate for the Company’s repurchase agreements and credit facilities was 3.16% and 3.25%, respectively. There were no interest rate swaps on these facilities at September 30, 2013 and December 31, 2012. Including certain fees and costs, the weighted average note rate was 3.49% and 3.82% at September 30, 2013 and December 31, 2012, respectively. |
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In July 2011, the Company entered into a repurchase agreement with a financial institution to finance the purchase of RMBS investments. During the nine months ended September 30, 2013, the Company financed the purchase of four RMBS investments with this repurchase agreement for a total of $6.4 million and paid down the total debt by $24.3 million due to principal paydowns received on the RMBS investments. During the year ended December 31, 2012, the Company financed the purchase of 17 RMBS investments with this repurchase agreement for a total of $54.7 million and paid down the total debt by $45.7 million due to principal paydowns received on the RMBS investments. See Note 4 — “Securities” for further details. The total debt balance was $17.1 million at September 30, 2013. The facility generally finances between 60% and 90% of the value of each investment, has a rolling monthly term, and bears interest at a rate of 125 to 200 basis points over LIBOR. The facility also includes a minimum net worth covenant of $100.0 million. |
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In June 2012, the Company entered into another repurchase agreement with a financial institution to finance the purchase of RMBS investments. During the nine months ended September 30, 2013, the Company financed the purchase of an RMBS investment with this repurchase agreement for $15.4 million and paid down the total debt by $1.3 million due to principal paydowns received on the RMBS investments. During the year ended December 31, 2012 the Company financed the purchase of an RMBS investment for $0.8 million and paid down the debt by $0.1 million due to principal paydowns received on the RMBS investment. The total debt balance was $14.7 million at September 30, 2013. See Note 4 — “Securities” for further details. The facility generally finances between 75% and 80% of the value of the investment, has a rolling monthly term, and bears interest at a rate of 180 to185 basis points over LIBOR. |
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In June 2013, the Company entered into another repurchase agreement with a financial institution to finance the purchase of RMBS investments. At September 30, 2013, this facility was not used for RMBS investments classified as held-to-maturity. |
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In July 2011, the Company entered into a two year, $50.0 million warehouse facility with a financial institution to finance first mortgage loans on multifamily properties. In January 2013, the Company amended the facility, increasing the committed amount to $75.0 million. In April 2013, the facility was amended to bear interest at a rate of 225 basis points over LIBOR which was originally 275 basis points over LIBOR, required a 0.25% commitment fee, which was originally 1.0%, upon closing, matures in April 2015 with a one year extension option on outstanding advances that requires two 5% paydowns and has warehousing and non-use fees. The facility also 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 the Company. The facility also includes 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 also has a compensating balance requirement of $50.0 million to be maintained by the Company and its affiliates. At September 30, 2013, the outstanding balance of this facility was $55.0 million. |
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In February 2013, the Company entered into a one year, $50.0 million warehouse facility with a financial institution to finance first mortgage loans on multifamily properties. The facility bears interest at a rate of 250 basis points over LIBOR, requires a 12.5 basis point commitment fee upon closing, matures in February 2014, 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 also 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 also includes 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. At September 30, 2013, the outstanding balance of this facility was $28.6 million. |
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In June 2013, the Company 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. The facility bears interest at a rate of 200 basis points over LIBOR, matures in June 2014, 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 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. At September 30, 2013, the outstanding balance of this facility was $23.0 million. |
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In December 2012, the Company entered into a $17.3 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 275 basis points over LIBOR or Prime at the Company’s election, required a 1% commitment fee upon closing and had a maturity of December 2017. In January 2013, the facility was repaid in full as part of the issuance of a second CLO. |
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In June 2012, the Company entered into a $12.6 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 275 basis points over LIBOR or Prime at the Company’s election, required a 1% commitment fee upon closing, had a maturity of December 2013 and had a non-use fee. In January 2013, the facility was repaid in full as part of the issuance of a second CLO. |
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In May 2012, the Company entered into a $15.0 million committed revolving line of credit with a one year term maturing in May 2013, which is secured by a portion of the bonds originally issued by the Company’s CDO entities that have been repurchased by the Company. This facility has a 1% commitment fee, a 1% non-use fee and pays interest at a fixed rate of 8% on any drawn portion of the line. The facility also includes a debt service coverage ratio requirement for the posting of collateral. In January 2013, the Company 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 included a one year extension option upon maturity in May 2013 and required a 1% commitment fee and a 1% non-use fee. In May 2013, the Company 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. If not extended in May 2014, there will be $0.1 million fee. At September 30, 2013, the outstanding balance of this facility was $20.0 million. |
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Collateralized Debt Obligations |
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The following table outlines borrowings and the corresponding collateral under the Company’s collateralized debt obligations as of September 30, 2013: |
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| | | | | | Collateral | | | |
| | Debt | | Loans | | Securities | | Cash | | | |
| | Face | | Carrying | | Unpaid | | Carrying | | Face | | Carrying | | Fair | | Restricted | | Collateral | |
| | Value | | Value | | Principal (1) | | Value (1) | | Value | | Value | | Value (2) | | Cash (3) | | At-Risk (4) | |
| | | | | | | | | | | | | | | | | | | |
CDO I | | $ | 127,318,668 | | $ | 133,019,558 | | $ | 284,257,145 | | $ | 234,674,057 | | $ | — | | $ | — | | $ | — | | $ | 516,689 | | $ | 187,894,823 | |
| | | | | | | | | | | | | | | | | | | |
CDO II | | 226,619,510 | | 232,476,371 | | 370,927,009 | | 320,806,156 | | — | | — | | — | | 23,486,637 | | 178,271,174 | |
| | | | | | | | | | | | | | | | | | | |
CDO III | | 362,239,462 | | 370,938,627 | | 420,876,011 | | 390,305,633 | | — | | — | | — | | 64,000,000 | | 241,496,579 | |
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Total CDOs | | $ | 716,177,640 | | $ | 736,434,556 | | $ | 1,076,060,165 | | $ | 945,785,846 | | $ | — | | $ | — | | $ | — | | $ | 88,003,326 | | $ | 607,662,576 | |
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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 3.11%. |
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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 3.32%. |
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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 0.71%. |
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The following table outlines borrowings and the corresponding collateral under the Company’s collateralized debt obligations as of December 31, 2012: |
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| | | | | | Collateral | | | |
| | Debt | | Loans | | Securities | | Cash | | | |
| | Face | | Carrying | | Unpaid | | Carrying | | Face | | Carrying | | Fair | | Restricted | | Collateral | |
| | Value | | Value | | Principal (1) | | Value (1) | | Value | | Value | | Value (2) | | Cash (3) | | At-Risk (4) | |
| | | | | | | | | | | | | | | | | | | |
CDO I | | $ | 133,994,136 | | $ | 139,856,472 | | $ | 299,881,599 | | $ | 238,852,726 | | $ | — | | $ | — | | $ | — | | $ | 1,036,155 | | $ | 207,772,049 | |
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CDO II | | 231,186,301 | | 237,209,429 | | 395,266,909 | | 345,919,525 | | 10,000,000 | | 1,100,000 | | 1,100,000 | | 470,952 | | 188,271,174 | |
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CDO III | | 426,458,233 | | 435,386,944 | | 515,403,735 | | 485,235,214 | | — | | — | | — | | 24,819,361 | | 244,697,945 | |
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Total CDOs | | $ | 791,638,670 | | $ | 812,452,845 | | $ | 1,210,552,243 | | $ | 1,070,007,465 | | $ | 10,000,000 | | $ | 1,100,000 | | $ | 1,100,000 | | $ | 26,326,468 | | $ | 640,741,168 | |
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(1) Amounts include loans to real estate assets consolidated by the Company that were reclassified to real estate owned and held-for-sale, net on the Consolidated Financial Statements. |
(2) The security with a fair value of $1,100,000 was rated a CCC- at December 31, 2012 by Standard & Poor’s and was sold in May 2013. |
(3) Represents restricted cash held for principal repayments in the CDOs. Does not include restricted cash related to interest payments, delayed fundings and expenses. |
(4) 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. |
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At September 30, 2013 and December 31, 2012, the aggregate weighted average note rate for the Company’s collateralized debt obligations, including the cost of interest rate swaps on assets financed in these facilities, was 1.97% and 1.87%, respectively. Excluding the effect of swaps, the weighted average note rate at September 30, 2013 and December 31, 2012 was 0.80% and 0.86%, respectively. Including certain fees and costs, the weighted average note rate was 2.91% and 2.77% at September 30, 2013 and December 31, 2012, respectively. |
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Investor capital is repaid quarterly from proceeds received from loan repayments held as collateral in accordance with the terms of the CDO’s. Proceeds distributed are recorded as a reduction of the CDO liability. |
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CDO III has a $100.0 million revolving note class that provided a revolving note facility. The outstanding note balance for CDO III was $370.9 million at September 30, 2013, which included $67.9 million outstanding under the revolving note facility. |
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In the third quarter of 2013, the Company purchased, at a discount, $2.8 million of investment grade rated Class H notes originally issued by its CDO II and CDO III issuing entities for a price of $1.7 million from third party investors and recorded a net gain on extinguishment of debt of $1.2 million in its 2013 Consolidated Statements of Operations. |
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In the first quarter of 2013, the Company purchased, at a discount, a $7.1 million investment grade rated Class H note originally issued by its CDO III issuing entity for a price of $3.3 million from a third party investor and recorded a gain on extinguishment of debt of $3.8 million in its 2013 Consolidated Statements of Operations. |
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During the three and nine months ended September 30, 2012, the Company purchased, at a discount, $9.0 million and $66.2 million, respectively, of investment grade rated Class B, C, D, E, F, G and H notes originally issued by its CDO II and CDO III issuing entities for a price of $4.9 million and $35.8 million, respectively, from third party investors and recorded a net gain on extinguishment of debt of $4.1 million and $30.5 million, respectively, in its 2012 Consolidated Statements of Operations. |
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The following table sets forth the face amount and gain on extinguishment of the Company’s CDO bonds repurchased in the following periods by bond class: |
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| | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | |
| | 2013 | | 2012 | | 2013 | | 2012 | | | | |
Class: | | Face | | Gain | | Face | | Gain | | Face | | Gain | | Face | | Gain | | | | |
Amount | Amount | Amount | Amount | | | |
| | | | | | | | | | | | | | | | | | | | |
B | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 13,000,000 | | $ | 4,615,000 | | | | |
C | | — | | — | | — | | — | | — | | — | | 3,329,509 | | 1,200,182 | | | | |
D | | — | | — | | 3,000,000 | | 1,281,563 | | — | | — | | 13,350,000 | | 5,819,066 | | | | |
E | | — | | — | | 6,000,000 | | 2,863,125 | | — | | — | | 13,765,276 | | 6,445,033 | | | | |
F | | — | | — | | — | | — | | — | | — | | 9,708,556 | | 5,048,417 | | | | |
G | | — | | — | | — | | — | | — | | — | | 8,672,039 | | 4,777,138 | | | | |
H | | 2,835,088 | | 1,167,772 | | — | | — | | 9,935,088 | | 4,930,772 | | 4,403,771 | | 2,554,187 | | | | |
Total | | $ | 2,835,088 | | $ | 1,167,772 | | $ | 9,000,000 | | $ | 4,144,688 | | $ | 9,935,088 | | $ | 4,930,772 | | $ | 66,229,151 | | $ | 30,459,023 | | | | |
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In 2010, the Company re-issued its own CDO bonds it 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 its 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 the Company’s CDO bonds that were exchanged and $22.9 million represents the estimated interest due on the reissued bonds through their maturity, of which $20.3 million remains at September 30, 2013. See “Junior Subordinated Notes” below for further details. |
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The Company accounts for these transactions on its Consolidated Balance Sheet as financing facilities. The Company’s CDOs are VIEs for which the Company is the primary beneficiary and are consolidated in the Company’s Financial Statements accordingly. The investment grade tranches are treated as secured financings, and are non-recourse to the Company. |
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Collateralized Loan Obligations |
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The following table outlines borrowings and the corresponding collateral under the Company’s collateralized loan obligations as of September 30, 2013: |
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| | | | Collateral | | | | | | | | | | | | |
| | Debt | | Loans | | Cash | | | | | | | | | | | | |
| | Face | | Carrying | | Unpaid | | Carrying | | Restricted | | Collateral | | | | | | | | | | |
| | Value | | Value | | Principal | | Value | | Cash | | At-Risk (1) | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
CLO I | | $ | 87,500,000 | | $ | 87,500,000 | | $ | 117,208,146 | | $ | 116,830,764 | | $ | 7,878,504 | | $ | 10,250,000 | | | | | | | | | | |
CLO II | | 177,000,000 | | 177,000,000 | | 257,887,960 | | 257,144,312 | | 1,750,135 | | — | | | | | | | | | | |
Total CLOs | | $ | 264,500,000 | | $ | 264,500,000 | | $ | 375,096,106 | | $ | 373,975,076 | | $ | 9,628,639 | | $ | 10,250,000 | | | | | | | | | | |
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CLO I — Issued two investment grade tranches in September 2012 with a replacement period through September 2014 and a stated maturity date of October 2022. Interest is variable based on three-month LIBOR; the weighted average note rate was 3.62%. |
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CLO II — Issued two investment grade tranches in January 2013 with a replacement period through January 2015 and a stated maturity date of February 2023. Interest is variable based on three-month LIBOR; the weighted average note rate was 2.57%. |
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(1) 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. |
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The following table outlines borrowings and the corresponding collateral under the Company’s collateralized loan obligation as of December 31, 2012: |
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| | | | | | Collateral | | | | | | | | | | | | | |
| | Debt | | Loans | | Cash | | | | | | | | | | | | | |
| | Face | | Carrying | | Unpaid | | Carrying | | Restricted | | | | | | | | | | | | | |
| | Value | | Value | | Principal | | Value | | Cash | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
CLO I | | $ | 87,500,000 | | $ | 87,500,000 | | $ | 125,086,650 | | $ | 124,525,103 | | $ | — | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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On September 24, 2012, the Company completed its first collateralized loan obligation, or CLO, issuing to third party investors two tranches of investment grade collateralized loan obligations through newly-formed wholly-owned subsidiaries, Arbor Realty Collateralized Loan Obligation 2012-1, Ltd. and Arbor Realty Collateralized Loan Obligation 2012-1, LLC. 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 the Company’s 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. The aggregate principal amounts of the two classes of notes were $75.0 million of Class A senior secured floating rate notes and $12.5 million of Class B secured floating rate notes. The Company 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, beginning on November 15, 2012, to and including October 15, 2022, the stated maturity date of the notes. The Company 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%. The Company accounts for this transaction on its balance sheet as a financing facility. |
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On January 28, 2013, the Company completed its second CLO, issuing to third party investors two tranches of investment grade collateralized loan obligations through newly-formed wholly-owned subsidiaries, Arbor Realty Collateralized Loan Obligation 2013-1, Ltd. and Arbor Realty Collateralized Loan Obligation 2013-1, LLC. 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 the Company’s 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. 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. The Company 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. The Company 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%. The Company accounts for this transaction on its balance sheet as a financing facility. |
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The Company’s CLO vehicles are VIEs for which the Company is the primary beneficiary and are consolidated in the Company’s Financial Statements. The two investment grade tranches are treated as a secured financing, and are non-recourse to the Company. |
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At September 30, 2013 and December 31, 2012, the aggregate weighted average note rate for the Company’s collateralized loan obligations was 2.92% and 3.65%, respectively. Including certain fees and costs, the weighted average note rate was 3.47% and 4.33% at September 30, 2013 and December 31, 2012, respectively. |
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Junior Subordinated Notes |
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The carrying value of borrowings under the Company’s junior subordinated notes was $159.2 million at September 30, 2013 and $158.8 million at December 31, 2012, which is net of a deferred amount of $16.7 million and $17.1 million, respectively. These notes have maturities ranging from March 2034 through April 2037 and pay interest quarterly at a fixed or floating rate of interest based on three-month LIBOR and, absent the occurrence of special events, were not redeemable for the first two years. The current weighted average note rate was 3.03% and 3.08% at September 30, 2013 and December 31, 2012, respectively, however, based upon the accounting treatment for the restructuring mentioned below, the effective rate was 3.06% and 3.12% at September 30, 2013 and December 31, 2012, respectively. Including certain fees and costs, the weighted average note rate was 3.22% and 3.35% at September 30, 2013 and December 31, 2012, respectively. The impact of these variable interest entities with respect to consolidation is discussed in Note 9 — “Variable Interest Entities.” |
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In 2009, the Company retired $265.8 million of its 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 the Company in exchange for $289.4 million of newly issued unsecured junior subordinated notes, representing 112% of the original face amount. The notes bore a fixed interest rate of 0.50% per annum until March 31, 2012 or April 30, 2012 (the “Modification Period”). Thereafter, interest is to be paid at the rates set forth in the existing trust agreements until maturity, equal to three month LIBOR plus a weighted average spread of 2.90%, which was reduced to 2.77% after the exchange in 2010 mentioned above. The 12% increase to the face amount due upon maturity, which had a balance of $16.7 million at September 30, 2013, is being amortized into interest expense over the life of the notes. The Company 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 over the life of the notes. The terms of the Modification Period expired in April 2012. |
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Notes Payable |
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The following table outlines borrowings under the Company’s notes payable as of September 30, 2013 and December 31, 2012: |
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| | September 30, 2013 | | December 31, 2012 | | | | | | | | | | | | | | | | |
| | Debt | | Collateral | | Debt | | Collateral | | | | | | | | | | | | | | | | |
| | Carrying | | Carrying | | Carrying | | Carrying | | | | | | | | | | | | | | | | |
| | Value | | Value | | Value | | Value | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Note payable relating to investment in equity affiliates, expiration July 2016, interest is fixed, the weighted average note rate was 4.06% | | $ | — | | $ | — | | $ | 50,157,708 | | $ | 55,988,411 | | | | | | | | | | | | | | | | |
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Junior loan participation, secured by the Company’s interest in a first mortgage loan with a principal balance of $1.3 million, participation interest was based on a portion of the interest received from the loan which has a fixed rate of 9.57% | | 1,300,000 | | 1,300,000 | | 1,300,000 | | 1,300,000 | | | | | | | | | | | | | | | | |
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Junior loan participation, maturity of March 2014, secured by the Company’s 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 | | — | | — | | | | | | | | | | | | | | | | |
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Total notes payable | | $ | 1,750,000 | | $ | 1,750,000 | | $ | 51,457,708 | | $ | 57,288,411 | | | | | | | | | | | | | | | | |
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At September 30, 2013 and December 31, 2012, the aggregate weighted average note rate for the Company’s notes payable was 3.91%, respectively. There were no interest rate swaps on the notes payable at September 30, 2013 and December 31, 2012. |
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In 2008, the Company recorded a $49.5 million note payable after receiving cash related to a transaction with Lightstone Value Plus REIT, L.P. to exchange the Company’s profits interest in Prime Outlets Member, LLC (“POM”) for operating partnership units in Lightstone Value Plus REIT, L.P. The note, which was paid down to $48.5 million as of December 31, 2008, was initially secured by the Company’s interest in POM, with a maturity in July 2016 and interest at a fixed rate of 4.06% with payment deferred until the closing of the transaction. Upon the closing of the POM transaction in March 2009, the note balance was increased to $50.2 million and was secured by the Company’s investment in common and preferred operating partnership units in Lightstone Value Plus REIT, L.P. In September 2013, the outstanding balance of this note was paid off upon the redemption of the preferred operating partnership units in Lightstone Value Plus REIT, L.P. See Note 5 — “Investment in equity affiliates” for further details. |
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In September 2013, the Company entered into a non-recourse junior loan participation for approximately $0.5 million on a $3.0 million mezzanine loan. The participation has a fixed rate of 15.00% and a maturity of March 2014. The Company also has a junior loan participation with an outstanding balance at September 30, 2013 of $1.3 million on a $1.3 million bridge loan. These participations have a maturity date equal to the corresponding mortgage loan and are secured by the participant’s interest in the mortgage loan. Interest expense is based on the portion of the interest received from the loan that is paid to the junior participant. The Company’s obligation to pay interest on the participation is based on the performance of the related loan. |
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Mortgage Note Payable — Real Estate Owned and Held-For-Sale |
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During 2011, the Company assumed a $55.4 million interest-only first lien mortgage in connection with the acquisition of real property pursuant to bankruptcy proceedings for an entity in which the Company had a $29.8 million loan secured by the Multifamily Portfolio. The mortgage bears interest at a variable rate of one-month LIBOR plus 1.23% and has a maturity date of March 2014 with a one year and three month extension option. In June 2011, one of the properties in the Multifamily Portfolio was sold to a third party for $1.6 million and the proceeds were used to pay down the first lien mortgage to a balance of $53.8 million. In September 2013, one of the properties in the Multifamily Portfolio was classified as held-for-sale and thus $11.0 million of the first lien mortgage was classified as held-for-sale and the balance of $42.7 million was classified as real estate owned at September 30, 2013. |
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Debt Covenants |
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The Company’s 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. The Company was in compliance with all financial covenants and restrictions at September 30, 2013. |
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The Company’s CDO and CLO vehicles contain interest coverage and asset overcollateralization covenants that must be met as of the waterfall distribution date in order for the Company to receive such payments. If the Company fails these covenants in any of its 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 the Company would not receive any residual payments until that CDO or CLO regained compliance with such tests. The Company’s CDOs and CLOs were in compliance with all such covenants as of September 30, 2013, as well as on the most recent determination date in October 2013. In the event of a breach of the CDO or CLO covenants that could not be cured in the near-term, the Company would be required to fund its 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, (v) or accessing the equity or debt capital markets, if available. The Company has the right to cure covenant breaches which would resume normal residual payments to it by purchasing non-performing loans out of the CDOs or CLOs. However, the Company may not have sufficient liquidity available to do so at such time. |
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The chart below is a summary of the Company’s CDO and CLO compliance tests as of the most recent determination dates in October 2013: |
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Cash Flow Triggers | | CDO I | | CDO II | | CDO III | | CLO I | | CLO II | | | | | | | | | | | | | | | | | | |
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Overcollateralization (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Current | | 166.88 | % | 133.77 | % | 106.64 | % | 142.96 | % | 146.89 | % | | | | | | | | | | | | | | | | | |
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Limit | | 145 | % | 127.3 | % | 105.6 | % | 137.86 | % | 144.25 | % | | | | | | | | | | | | | | | | | |
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Pass / Fail | | Pass | | Pass | | Pass | | Pass | | Pass | | | | | | | | | | | | | | | | | | |
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Interest Coverage (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Current | | 501.11 | % | 473.84 | % | 566.7 | % | 224.4 | % | 287.19 | % | | | | | | | | | | | | | | | | | |
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Limit | | 160 | % | 147.3 | % | 105.6 | % | 120 | % | 120 | % | | | | | | | | | | | | | | | | | |
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Pass / Fail | | Pass | | Pass | | Pass | | Pass | | Pass | | | | | | | | | | | | | | | | | | |
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(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. |
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(2) The interest coverage ratio divides interest income by interest expense for the classes senior to those retained by the Company. |
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The chart below is a summary of the Company’s CDO and CLO overcollateralization ratios as of the following determination dates: |
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Determination Date | | CDO I | | CDO II | | CDO III | | CLO I | | CLO II | | | | | | | | | | | | | | | | | | |
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October 2013 | | 166.88 | % | 133.77 | % | 106.64 | % | 142.96 | % | 146.89 | % | | | | | | | | | | | | | | | | | |
July 2013 | | 176.69 | % | 139.1 | % | 106.61 | % | 142.96 | % | 146.89 | % | | | | | | | | | | | | | | | | | |
April 2013 | | 174.76 | % | 138.97 | % | 106.56 | % | 142.96 | % | 146.89 | % | | | | | | | | | | | | | | | | | |
January 2013 | | 172.73 | % | 138.89 | % | 105.9 | % | 142.96 | % | — | | | | | | | | | | | | | | | | | | |
October 2012 | | 171.36 | % | 138.59 | % | 105.64 | % | — | | — | | | | | | | | | | | | | | | | | | |
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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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