UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 15, 2019 (February 15, 2019)

Arbor Realty Trust, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND

(STATE OF INCORPORATION)

(516) 506-4200

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 2.02                                                                   Results of Operations and Financial Condition.

On February 15, 2019, Arbor Realty Trust, Inc. issued a press release announcing its earnings for the year ended December 31, 2018, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01                                                                   Financial Statements and Exhibits.

(d) Exhibits

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EXHIBIT INDEX

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SIGNATURE

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 hereunto duly authorized.

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Exhibit 99.1

·                  GAAP net income of $0.47 per diluted common share; AFFO of $0.29, or $0.39 per share excluding a $10 million non-cash loss reserve on a legacy asset(1)

·                  Declares a cash dividend on common stock of $0.27 per share, 29% higher than a year ago

·                  Declared a special dividend of $0.15 per share of common stock

·                  Raised $100.5 million of capital in a common stock offering

Agency Business

·                  Segment income of $42.4 million

·                  Loan originations of $1.62 billion, a 15% increase from 3Q18

·                  Servicing portfolio of $18.60 billion, up 5% from 3Q18 and 15% for 2018

Structured Business

·                  Segment income of $4.7 million

·                  Loan originations of $447.5 million

Full Year Highlights:

·                  GAAP net income of $1.50 and AFFO of $1.21 per diluted common share(1)

·                  Record loan originations of $6.78 billion, with $5.12 billion from the agency business, a 15% increase over 2017

·                  Improved funding sources by adding our tenth and largest collateralized securitization vehicle totaling $560.0 million, increased warehouse facility capacity and reduced pricing, issued $389.5 million of senior debt replacing $336.1 million of higher cost senior debt

·                  Raised $217.1 million of capital through the issuance of common stock and debt

·                  Structured portfolio growth of 24% from loan originations of $1.66 billion

·                  Declared dividends on common stock of $1.13 per share, a 57% increase from 2017

·                  Significant return to shareholders of 30% for 2018

·                  Market cap surpasses $1 billion mark

·                  Recognized a $10 million gain from the settlement of a litigation

Uniondale, NY, February 15, 2019 — Arbor Realty Trust, Inc. (NYSE: ABR), today announced financial results for the fourth quarter and year ended December 31, 2018.  Arbor reported net income for the quarter of $37.2 million, or $0.47 per diluted common share, compared to $21.9 million, or $0.35 per diluted common share for the quarter ended December 31, 2017.  Net income for the year was $108.3 million, or $1.50 per diluted common share, compared to $65.8 million, or $1.12 per diluted common share for the year ended December 31, 2017.  Adjusted funds from operations (“AFFO”) for the quarter was $28.9 million, or $0.29 per diluted common share, compared to $20.7 million, or $0.25 per diluted common share for the quarter ended December 31, 2017. AFFO for the year was $113.1 million, or $1.21 per diluted common share, compared to $83.9 million, or $1.04 per diluted common share for the year ended December 31, 2017.(1)

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Quarter ended December 31, 2018:

·                  21 new loan originations totaling $447.5 million, of which 18 were bridge loans for $404.9 million

·                  Payoffs and pay downs on 23 loans totaling $271.4 million

Year ended December 31, 2018:

·                  Portfolio growth of 24% was driven by loan origination volume consisting of 90 new loan originations totaling $1.66 billion, of which 84 were bridge loans for $1.55 billion

·                  Payoffs and pay downs on 79 loans totaling $955.6 million

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The Company recorded $10.1 million in loan loss reserves related to a loan with a carrying value of approximately $121.4 million, before loan loss reserves.  At December 31, 2018, the Company’s total loan loss reserves were $71.1 million on five loans with an aggregate carrying value before loan loss reserves of $131.8 million. The Company also had two non-performing loans with a carrying value of $2.5 million, net of related loan loss reserves of $1.7 million.

The Company is subject to various financial covenants and restrictions under the terms of its collateralized securitization vehicles and financing facilities. The Company believes it was in compliance with all financial covenants and restrictions as of December 31, 2018 and as of the most recent collateralized securitization vehicle determination dates in January 2019.

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Arbor Realty Trust, Inc. (NYSE:ABR) is a nationwide real estate investment trust and direct lender, providing loan origination and servicing for multifamily, seniors housing, healthcare, and other diverse commercial real estate assets. Headquartered in Uniondale, New York, Arbor manages a multibillion-dollar servicing portfolio, specializing in Fannie Mae, Freddie Mac, and other government-sponsored enterprises, as well as CMBS, bridge, mezzanine, and preferred equity lending. Rated by Standard and Poor’s and Fitch Ratings, Arbor is committed to building on its reputation for service, quality, and flexibility, and dedicated to providing our clients excellence over the entire life of a loan.

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ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

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

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ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

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ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

STATEMENT OF INCOME SEGMENT INFORMATION - (Unaudited)

(in thousands)

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ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

BALANCE SHEET SEGMENT INFORMATION - (Unaudited)

(in thousands)

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ARBOR REALTY TRUST, INC. AND SUBSIDIARIES

Supplemental Schedule of Non-GAAP Financial Measures - (Unaudited)

Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”)

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

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

(2) Excluding the impact of a non-cash $10.1 million loan loss reserve related to a legacy pre-crisis asset, AFFO for the quarter ended December 31, 2018 was $39.0 million, or $0.39 per diluted common share.

The Company is presenting FFO and AFFO because management believes they are important supplemental measures of the Company’s operating performance in that they are frequently used by analysts, investors and other parties in the evaluation of REITs.  The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income (loss) attributable to common stockholders (computed in accordance with GAAP), excluding gains (losses) from sales of depreciated real properties, plus impairments of depreciated real properties and real estate related depreciation and amortization, and after adjustments for unconsolidated ventures.

The Company defines AFFO as funds from operations adjusted for accounting items such as non-cash stock-based compensation expense, income from mortgage servicing rights (“MSRs”), changes in fair value of certain derivatives that temporarily flow through earnings, amortization and write-offs of MSRs, deferred tax (benefit) provision and the amortization of the convertible senior notes conversion option. The Company also adds back one-time charges such as acquisition costs and impairment losses on real estate and gains (losses) on sales of real estate. The Company is generally not in the business of operating real estate property and has obtained real estate by foreclosure or through partial or full settlement of mortgage debt related to the Company’s loans to maximize the value of the collateral and minimize the Company’s exposure.  Therefore, the Company deems such impairment and gains (losses) on real estate as an extension of the asset management of its loans, thus a recovery of principal or additional loss on the Company’s initial investment.

FFO and AFFO are not intended to be an indication of the Company’s cash flow from operating activities (determined in accordance with GAAP) or a measure of its liquidity, nor is it entirely indicative of funding the Company’s cash needs, including its ability to make cash distributions.  The Company’s calculation of FFO and AFFO may be different from the calculations used by other companies and, therefore, comparability may be limited.

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