10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2005 |
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or |
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to |
Commission file number: 001-32136
Arbor Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
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Maryland |
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20-0057959 |
(State or other jurisdiction of
incorporation) |
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(I.R.S. Employer
Identification No.) |
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333 Earle Ovington Boulevard, Suite 900
Uniondale, NY
(Address of principal executive offices) |
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11553
Zip Code |
(516) 832-8002
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the
Securities Exchange
Act). Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the last
practicable date. Common stock, $0.01 par value per share:
16,743,722 outstanding as of April 30, 2005.
ARBOR REALTY TRUST, INC.
FORM 10-Q
INDEX
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1 |
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1 |
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1 |
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2 |
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3 |
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5 |
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17 |
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24 |
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26 |
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27 |
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27 |
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27 |
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27 |
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27 |
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27 |
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27 |
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30 |
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CAUTIONARY STATEMENTS
The information contained in this quarterly report on
Form 10-Q is not a complete description of our business or
the risks associated with an investment in Arbor Realty Trust,
Inc. We urge you to carefully review and consider the various
disclosures made by us in this report.
This report contains certain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
relate to, among other things, the operating performance of our
investments and financing needs. Forward-looking statements are
generally identifiable by use of forward-looking terminology
such as may, will, should,
potential, intend, expect,
endeavor, seek, anticipate,
estimate, overestimate,
underestimate, believe,
could, project, predict,
continue or other similar words or expressions.
Forward-looking statements are based on certain assumptions,
discuss future expectations, describe future plans and
strategies, contain projections of results of operations or of
financial condition or state other forward-looking information.
Our ability to predict results or the actual effect of future
plans or strategies is inherently uncertain. Although we believe
that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, our actual
results and performance could differ materially from those set
forth in the forward-looking statements. These forward-looking
statements involve risks, uncertainties and other factors that
may cause our actual results in future periods to differ
materially from forecasted results. Factors that could have a
material adverse effect on our operations and future prospects
include, but are not limited to, changes in economic conditions
generally and the real estate market specifically; adverse
changes in the financing markets we access affecting our ability
to finance our loan and investment portfolio; changes in
interest rates; the quality and size of the investment pipeline
and the rate at which we can invest our cash; impairments in the
value of the collateral underlying our loans and investments;
changes in the markets; legislative/regulatory changes;
completion of pending investments; the availability and cost of
capital for future investments; competition within the finance
and real estate industries; and other risks detailed in our
Annual Report on Form 10-K for the year ending
December 31, 2004. Readers are cautioned not to place undue
reliance on any of these forward-looking statements, which
reflect our managements views as of the date of this
report. The factors noted above could cause our actual results
to differ significantly from those contained in any
forward-looking statement. For a discussion of our critical
accounting policies, see Managements Discussion and
Analysis of Financial Condition and Results of Operations of
Arbor Realty Trust, Inc. and Subsidiaries
Significant Accounting Estimates and Critical Accounting
Policies in our Annual Report on Form 10-K for the
year ending December 31, 2004.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
We are under no duty to update any of the forward-looking
statements after the date of this report to conform these
statements to actual results.
i
PART I. FINANCIAL INFORMATION
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Item 1. |
Financial Statements |
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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March 31, | |
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December 31, | |
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2005 | |
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2004 | |
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(Unaudited) | |
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ASSETS: |
Cash
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$ |
29,271,330 |
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$ |
6,401,701 |
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Restricted cash
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72,873,350 |
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Loans and investments, net
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863,307,608 |
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831,783,364 |
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Related party loans, net
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7,749,538 |
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7,749,538 |
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Available-for-sale securities, at fair value
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43,351,909 |
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46,582,592 |
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Investment in equity affiliates
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13,549,920 |
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5,254,733 |
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Other assets
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23,852,458 |
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14,523,249 |
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Total Assets
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$ |
1,053,956,113 |
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$ |
912,295,177 |
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LIABILITIES AND STOCKHOLDERS EQUITY: |
Repurchase agreements
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$ |
290,073,891 |
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$ |
409,109,372 |
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Collateralized debt obligations
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305,319,000 |
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Notes payable
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79,941,000 |
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165,771,447 |
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Notes payable related party
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30,000,000 |
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Due to related party
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7,374,360 |
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158,503 |
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Due to borrowers
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5,184,110 |
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8,587,070 |
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Other liabilities
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5,797,868 |
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5,665,881 |
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Total liabilities
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723,690,229 |
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589,292,273 |
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Minority interest
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60,782,133 |
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60,249,731 |
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Stockholders equity:
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Preferred stock, $0.01 par value: 100,000,000 shares
authorized; 3,776,069 shares issued and outstanding
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37,761 |
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37,761 |
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Common stock, $0.01 par value: 500,000,000 shares
authorized; 16,741,122 and 16,467,218 shares issued and
outstanding at March 31, 2005 and December 31, 2004,
respectively
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167,411 |
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164,672 |
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Additional paid-in capital
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258,997,497 |
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254,427,982 |
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Retained earnings
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10,761,064 |
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8,813,138 |
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Deferred compensation
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(164,673 |
) |
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(160,780 |
) |
Accumulated other comprehensive loss
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(315,309 |
) |
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(529,600 |
) |
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Total stockholders equity
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269,483,751 |
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262,753,173 |
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Total liabilities and stockholders equity
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$ |
1,053,956,113 |
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$ |
912,295,177 |
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See notes to consolidated financial statements.
1
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
Three Months Ended March 31, 2005 and 2004
(Unaudited)
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Three Months Ended | |
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March 31, | |
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2005 | |
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2004 | |
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Revenue:
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Interest income
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$ |
23,121,158 |
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$ |
8,163,391 |
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Other income
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387,798 |
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21,104 |
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Total revenue
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23,508,956 |
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8,184,495 |
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Expenses:
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Interest expense
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8,326,153 |
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2,623,893 |
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Employee compensation and benefits
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1,154,209 |
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613,306 |
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Stock based compensation
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92,027 |
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114,201 |
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Selling and administrative
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845,879 |
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244,311 |
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Management fee related party
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1,630,318 |
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293,118 |
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Total expenses
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12,048,586 |
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3,888,829 |
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Income before minority interest and income from equity affiliates
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11,460,370 |
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4,295,666 |
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Income from equity affiliates
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446,997 |
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Income before minority interest
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11,907,367 |
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4,295,666 |
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Income allocated to minority interest
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2,201,726 |
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1,191,339 |
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Net income
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$ |
9,705,641 |
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$ |
3,104,327 |
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Basic earnings per common share
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$ |
0.58 |
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$ |
0.38 |
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Diluted earning per common share
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$ |
0.58 |
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$ |
0.38 |
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Dividends declared per common share
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$ |
0.47 |
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$ |
0.38 |
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Weighted average number of shares of common stock outstanding:
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Basic
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16,635,474 |
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8,199,567 |
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Diluted
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20,468,495 |
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11,346,291 |
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See notes to consolidated financial statements.
2
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
For the Three Months Ended March 31, 2005
(Unaudited)
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Retained Earnings | |
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Accumulated | |
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Preferred | |
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Common | |
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Additional | |
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(Distributions in | |
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Other | |
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Comprehensive | |
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Preferred | |
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Stock Par | |
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Common | |
|
Stock Par | |
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Paid-in | |
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Excess of | |
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Deferred | |
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Comprehensive | |
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Income | |
|
Stock Shares | |
|
Value | |
|
Stock Shares | |
|
Value | |
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Capital | |
|
Earnings) | |
|
Compensation | |
|
Loss | |
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Total | |
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Balance-January 1, 2005
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3,776,069 |
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$ |
37,761 |
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16,467,218 |
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|
$ |
164,672 |
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|
$ |
254,427,982 |
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|
$ |
8,813,138 |
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|
$ |
(160,780 |
) |
|
$ |
(529,600 |
) |
|
$ |
262,753,173 |
|
Issuance of common stock, net
|
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43,643 |
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|
436 |
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1,188,881 |
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1,189,317 |
|
Issuance of common stock from warrant exercise
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|
226,261 |
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|
2,263 |
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|
3,390,182 |
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|
3,392,445 |
|
Deferred compensation
|
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4,000 |
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40 |
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95,880 |
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(95,920 |
) |
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Stock based compensation
|
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|
92,027 |
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|
92,027 |
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Distributionscommon stock
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|
|
|
|
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(7,757,715 |
) |
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(7,757,715 |
) |
Adjustment to minority interest from increased ownership in ARLP
|
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|
|
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|
|
|
|
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(105,428 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(105,428 |
) |
Net income
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|
$ |
9,705,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
9,705,641 |
|
|
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|
|
|
|
|
|
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|
9,705,641 |
|
Net unrealized gain on securities available for sale
|
|
|
214,291 |
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
214,291 |
|
|
|
214,291 |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance-March 31, 2005
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|
$ |
9,919,932 |
|
|
|
3,776,069 |
|
|
$ |
37,761 |
|
|
|
16,741,122 |
|
|
$ |
167,411 |
|
|
$ |
258,997,497 |
|
|
$ |
10,761,064 |
|
|
$ |
(164,673 |
) |
|
$ |
(315,309 |
) |
|
$ |
269,483,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
|
|
|
|
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|
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|
See notes to consolidated financial statements.
3
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2005 and 2004
(Unaudited)
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For the Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
9,705,641 |
|
|
$ |
3,104,327 |
|
Adjustments to reconcile net income to cash provided by
operating activities
|
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
|
92,027 |
|
|
|
114,201 |
|
|
Minority interest
|
|
|
2,201,726 |
|
|
|
1,191,339 |
|
|
Amortization and accretion of interest
|
|
|
250,478 |
|
|
|
(286,169 |
) |
|
Non-cash incentive compensation to manager
|
|
|
1,021,132 |
|
|
|
|
|
|
Income from equity affiliates
|
|
|
(446,997 |
) |
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Others assets
|
|
|
(1,269,824 |
) |
|
|
(532,002 |
) |
|
Other liabilities
|
|
|
(889,145 |
) |
|
|
(536,760 |
) |
|
Deferred origination fees
|
|
|
1,282,450 |
|
|
|
278,171 |
|
|
Due to related party
|
|
|
7,215,857 |
|
|
|
811,757 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
19,163,345 |
|
|
|
4,144,864 |
|
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|
|
|
|
|
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Investing activities:
|
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|
|
|
|
|
|
|
|
Loans and investments originated and purchased, net
|
|
|
(239,782,834 |
) |
|
|
(197,744,687 |
) |
|
Payoffs and paydowns of loans and investments
|
|
|
207,271,701 |
|
|
|
41,727,701 |
|
|
Due to borrowers
|
|
|
(3,402,960 |
) |
|
|
1,836,741 |
|
|
Securities available for sale
|
|
|
|
|
|
|
(57,228,551 |
) |
|
Prepayments on securities available for sale
|
|
|
3,297,231 |
|
|
|
|
|
|
Change in restricted cash
|
|
|
(72,873,350 |
) |
|
|
|
|
|
Contributions to equity affiliates
|
|
|
(9,795,188 |
) |
|
|
(225,000 |
) |
|
Distributions from equity affiliates
|
|
|
1,946,997 |
|
|
|
3,000,000 |
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(113,338,403 |
) |
|
|
(208,633,796 |
) |
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from notes payable and repurchase agreements
|
|
|
234,348,799 |
|
|
|
234,435,891 |
|
|
Payoffs and paydowns of notes payable and repurchase agreements
|
|
|
(409,214,727 |
) |
|
|
(25,396,675 |
) |
|
Proceeds from issuance of collateralized debt obligation
|
|
|
305,319,000 |
|
|
|
|
|
|
Issuance of common stock
|
|
|
4,581,762 |
|
|
|
|
|
|
Distributions paid to minority interest
|
|
|
(1,774,752 |
) |
|
|
(1,195,755 |
) |
|
Distributions paid on common stock
|
|
|
(7,757,715 |
) |
|
|
(3,115,836 |
) |
|
Payment of deferred financing costs
|
|
|
(8,457,680 |
) |
|
|
(1,024,878 |
) |
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
117,044,687 |
|
|
|
203,702,747 |
|
|
|
|
|
|
|
|
Net increase in cash
|
|
|
22,869,629 |
|
|
|
(786,185 |
) |
|
Cash at beginning of period
|
|
|
6,401,701 |
|
|
|
6,115,525 |
|
|
|
|
|
|
|
|
|
Cash at end of period
|
|
$ |
29,271,330 |
|
|
$ |
5,329,340 |
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|
Cash used to pay interest
|
|
$ |
9,058,922 |
|
|
$ |
2,475,805 |
|
|
|
|
|
|
|
|
Supplemental schedule of non-cash financing and investing
activities:
|
|
|
|
|
|
|
|
|
|
Accrued offering expenses
|
|
$ |
|
|
|
$ |
760,833 |
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
4
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2005
|
|
Note 1 |
Description of Business and Basis of Presentation |
Arbor Realty Trust, Inc. (the Company) is a Maryland
corporation that was formed in June 2003 to invest in real
estate related bridge and mezzanine loans, preferred and direct
equity and, in limited cases, mortgage-backed securities,
discounted mortgage notes and other real estate related assets.
The Company has not invested in any discounted mortgage notes
for the period presented. The Company conducts substantially all
of its operations through its operating partnership, Arbor
Realty Limited Partnership (ARLP), and its
wholly-owned subsidiaries. The Company is externally managed and
advised by Arbor Commercial Mortgage, LLC (ACM).
In 2004, the Company sold 6,750,000 shares of our common
stock in a public offering on April 13, 2004 for net
proceeds of approximately $125.4 million. The Company used
the proceeds to pay down indebtedness. In addition, in May 2004
the underwriters exercised a portion of their over allotment
option, which resulted in the issuance of 524,200 additional
shares for net proceeds of approximately $9.8 million.
Additionally, in 2004, 1.3 million common stock warrants
were exercised which resulted in proceeds of $12.9 million.
In October 2004, ARLP received proceeds of approximately
$9.4 million from the exercise of warrants for a total of
629,345 operating partnership units. In the first quarter of
2005, 0.2 million common stock warrants were exercised
which resulted in proceeds of $3.4 million. As of
March 31, 2005 the Company had 16,741,122 shares of
common stock outstanding.
The Company is organized and conducts its operations to qualify
as a real estate investment trust (REIT) and to
comply with the provisions of the Internal Revenue Code of 1986,
as amended with respect thereto. A REIT is generally not subject
to federal income tax on that portion of its REIT taxable income
(Taxable Income) which is distributed to its
stockholders, provided that at least 90% of Taxable Income is
distributed and provided that certain other requirements are
met. Certain assets of the Company that produce non-qualifying
income may be held in taxable REIT subsidiaries. Unlike other
subsidiaries of a REIT, the income of a taxable REIT subsidiary
is subject to federal and state income taxes. As the taxable
REIT subsidiaries of the Company have had minimal activity since
their inception, the Company has determined that no provision
for income taxes is necessary at this time.
The accompanying unaudited consolidated interim financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements and with the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by
accounting principles generally accepted in the United States
for complete financial statements, although management believes
that the disclosures presented herein are adequate to make the
accompanying unaudited consolidated interim financial statements
presented not misleading. The accompanying unaudited
consolidated interim financial statements should be read in
conjunction with the audited consolidated annual financial
statements and the related Managements Discussion and
Analysis of Financial Condition and Results of Operations
included in the Companys Annual Report on Form 10-K
for the year ended December 31, 2004. In the opinion of
management, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation have been
included. The results of operations for the quarter ended
March 31, 2005 are not necessarily indicative of results
that may be expected for the entire year ending
December 31, 2005.
|
|
Note 2 |
Summary of Significant Accounting Policies |
The preparation of consolidated interim financial statements in
conformity with U.S. Generally Accepted Accounting
Principals (GAAP) requires management to make
estimates and assumptions in determining the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of
5
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
the consolidated interim financial statements and the reported
amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Certain prior year amounts have been reclassified to conform to
current period presentation.
Restricted cash is $72.9 million on deposit with the
trustee for the Collateralized Debt Obligation
(CDO) see Note 6, primarily
representing the proceeds of loan repayments which will be used
to purchase replacement loans as collateral for the CDO and
interest payments received from loans in the CDO which are
remitted to the Company quarterly in the month preceding the
quarter.
Interest income is recognized on the accrual basis as it is
earned from loans, investments and available-for-sale
securities. In many instances, the borrower pays an additional
amount of interest at the time the loan is closed, an
origination fee, and deferred interest upon maturity. In some
cases interest income may also include the amortization or
accretion of premiums and discounts arising at the purchase or
origination. This additional income, net of any direct loan
origination costs incurred, is deferred and accreted into
interest income on an effective yield or interest
method adjusted for actual prepayment activity over the life of
the related loan or available-for-sale security as a yield
adjustment. Income recognition is suspended for loans when in
the opinion of management a full recovery of income and
principal becomes doubtful. Income recognition is resumed when
the loan becomes contractually current and performance is
demonstrated to be resumed. Several of the loans provide for
accrual of interest at specified rates, which differ from
current payment terms. Interest is recognized on such loans at
the accrual rate subject to managements determination that
accrued interest and outstanding principal are ultimately
collectible, based on the underlying collateral and operations
of the borrower. If management cannot make this determination
regarding collectibility, interest income above the current pay
rate is recognized only upon actual receipt. Additionally,
interest income is recorded when earned from equity
participation interests, referred to as equity kickers. These
equity kickers have the potential to generate additional
revenues to the Company as a result of excess cash flows being
distributed and/or as appreciated properties are sold or
refinanced. For the three months ended March 31, 2005, the
Company recorded $1.2 million of interest on one of its
loans and investments. This amount represents the difference
between the pay rate of interest and the all-in return rate
based on the contractual agreement with the borrower. Prior to
the quarter ended March 31, 2005, management was unable to
determine if this interest was collectable.
|
|
|
Derivatives and Hedging Activities |
The Company accounts for derivative financial instruments in
accordance with Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and
Hedging Activities (SFAS 133), as amended
by Statement of Financial Accounting Standards No. 138,
Accounting for Certain Derivative Instruments and Certain
Hedging Activities (SFAS 138).
SFAS 133, as amended by SFAS 138 requires an entity to
recognize all derivatives as either assets or liabilities in the
consolidated balance sheets and to measure those instruments at
fair value. Additionally, the fair value adjustments will affect
either shareholders equity in other comprehensive income
until the hedged item is recognized in earnings or net income
depending on whether the derivative instrument qualifies as a
hedge for accounting purposes and, if so, the nature of the
hedging activity.
In the normal course of business, the Company may use a variety
of derivative financial instruments to manage, or hedge,
interest rate risk. These derivative financial instruments must
be effective in reducing its interest rate risk exposure in
order to qualify for hedge accounting. When the terms of an
underlying transaction are modified, or when the underlying
hedged item ceases to exist, all changes in the fair value of
6
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
the instrument are marked-to-market with changes in value
included in net income for each period until the derivative
instrument matures or is settled. Any derivative instrument used
for risk management that does not meet the hedging criteria is
marked-to-market with the changes in value included in net
income.
Derivatives are used for hedging purposes rather than
speculation. The Company relies on quotations from a third party
to determine these fair values.
In connection with the CDO described in Note 6
Notes Payable and Repurchase Agreements, the
Company entered into two interest rate swap agreements to hedge
its exposure to the risk of changes in the difference between
three-month LIBOR and one-month LIBOR interest rates. These
interest rate swaps became necessary due to the investors
return being paid based on a three-month LIBOR index while the
assets contributed to the CDO are yielding interest based on a
one-month LIBOR index. These swaps were executed on
December 21, 2004 with a notional amount of
$469 million and expire in January 2012. The market value
of these interest rate swaps is dependent upon existing market
interest rates and swap spreads, which change over time. These
swaps do not qualify as a hedge for accounting purposes in
accordance with SFAS 133, as amended by SFAS 138, and
therefore changes in fair value are reflected in net income. At
March 31, 2005 the estimated negative value of these swaps
was approximately $100,000 which was recorded as interest
expense and other liabilities.
|
|
|
Variable Interest Entities |
Financial Accounting Standards Board (FASB) issued
FASB Interpretation No. 46, Consolidation of Variable
Interest Entities (FIN 46), which
requires a variable interest entity (VIE) to be
consolidated by its primary beneficiary (PB). The PB
is the party that absorbs a majority of the VIEs
anticipated losses and/or a majority of the expected returns.
The Company has evaluated its loans and investments and
investments in equity affiliates to determine whether they are
VIEs. This evaluation resulted in the Company determining
that its mezzanine loans, preferred equity investments and
investments in equity affiliates were potential variable
interests. For each of these investments, the Company has
evaluated (1) the sufficiency of the fair value of the
entities equity investments at risk to absorb losses,
(2) that as a group the holders of the equity investments
at risk have (a) the direct or indirect ability through
voting rights to make decisions about the entities
significant activities, (b) the obligation to absorb the
expected losses of the entity and their obligations are not
protected directly or indirectly, (c) the right to receive
the expected residual return of the entity and their rights are
not capped, (3) the voting rights of these investors are
proportional to their obligations to absorb the expected losses
of the entity, their rights to receive the expected returns of
the equity, or both, and (4) that substantially all of the
entities activities do not involve or are not conducted on
behalf of an investor that has disproportionately few voting
rights. As of March 31, 2005, the Company has identified
five loans and investments which were made to entities
determined to be VIEs. The following is a summary of the
identified VIEs as of March 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
Type |
|
Carrying Amount | |
|
Property | |
|
Location | |
|
|
| |
|
| |
|
| |
Loan and investment
|
|
$ |
47,710,938 |
|
|
|
Office |
|
|
|
New York |
|
Loan and investment
|
|
|
43,833,333 |
|
|
|
Retail |
|
|
|
Various |
|
Loan
|
|
|
23,825,199 |
|
|
|
Condo |
|
|
|
New York |
|
Loan
|
|
|
7,749,538 |
|
|
|
Multifamily |
|
|
|
Indiana |
|
Investment
|
|
|
870,000 |
|
|
|
Junior subordinated notes(1) |
|
|
|
N/a |
|
|
|
(1) |
The entity that issued the junior subordinated notes is a VIE
under the provisions of FIN 46 as its equity interests are
not the equity at risk. |
For the five VIEs identified, the Company has determined
that they are not the primary beneficiaries of the VIEs
and as such the VIEs should not be consolidated in the
Companys financial statements. No other
7
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
investments were made to VIEs. As such, the Company has
continued to account for these loans and investments as a loan
or joint venture, as appropriate.
|
|
Note 3 |
Loans and Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2005 | |
|
|
|
|
|
|
| |
|
|
March 31, | |
|
December 31, | |
|
Loan | |
|
Wtd. Avg. | |
|
|
2005 | |
|
2004 | |
|
Count | |
|
Pay Rate | |
|
|
| |
|
| |
|
| |
|
| |
Bridge loans
|
|
$ |
268,641,237 |
|
|
$ |
274,307,422 |
|
|
|
20 |
|
|
|
7.11 |
% |
Mezzanine loans
|
|
|
560,842,333 |
|
|
|
523,672,333 |
|
|
|
33 |
|
|
|
9.70 |
% |
Preferred equity investments
|
|
|
35,804,918 |
|
|
|
34,791,297 |
|
|
|
5 |
|
|
|
8.30 |
% |
Other
|
|
|
1,926,599 |
|
|
|
1,932,899 |
|
|
|
1 |
|
|
|
7.39 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
867,215,087 |
|
|
|
834,703,951 |
|
|
|
59 |
|
|
|
8.82 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned revenue
|
|
|
(3,907,479 |
) |
|
|
(2,920,587 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and investments, net
|
|
$ |
863,307,608 |
|
|
$ |
831,783,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Concentration of Borrower Risk |
The Company is subject to concentration risk in that, as of
March 31, 2005, the unpaid principal balance related to 14
loans with five unrelated borrowers represented approximately
31.6% of total assets. The Company had 59 loans and investments
as of March 31, 2005. As of March 31, 2005, 48%, 12%,
7% and 7% of the outstanding balance of the Companys loans
and investments portfolio had underlying properties in New York,
Florida, California and New Jersey, respectively.
|
|
Note 4 |
Available-For-Sale Securities |
The following is a summary of the Companys
available-for-sale securities at March 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Face | |
|
Amortized | |
|
Unrealized | |
|
Estimated | |
|
|
Value | |
|
Cost | |
|
Loss | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
Federal Home Loan Mortgage Corporation, variable rate security,
fixed rate of interest for three years at 3.797% and adjustable
rate interest thereafter, due March 2034 (including unamortized
premium of $421,858
|
|
$ |
20,592,654 |
|
|
$ |
21,014,512 |
|
|
$ |
(112,968 |
) |
|
$ |
20,901,544 |
|
Federal Home Loan Mortgage Corporation, variable rate security,
fixed rate of interest for three years at 3.758% and adjustable
rate interest thereafter, due March 2034 (including unamortized
premium of $179,189
|
|
|
8,069,900 |
|
|
|
8,249,090 |
|
|
|
(68,228 |
) |
|
|
8,180,862 |
|
Federal National Mortgage Association, variable rate security,
fixed rate of interest for three years at 3.800% and adjustable
rate interest thereafter, due March 2034 (including unamortized
premium of $344,993
|
|
|
14,058,623 |
|
|
|
14,403,616 |
|
|
|
(134,113 |
) |
|
|
14,269,503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
42,721,177 |
|
|
$ |
43,667,218 |
|
|
$ |
(315,309 |
) |
|
$ |
43,351,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
The following is a summary of the Companys
available-for-sale securities at December 31, 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Face | |
|
Amortized | |
|
Unrealized | |
|
Estimated | |
|
|
Value | |
|
Cost | |
|
Loss | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
Federal Home Loan Mortgage Corporation, variable rate security,
fixed rate of interest for three years at 3.797% and adjustable
rate interest thereafter, due March 2034 (including unamortized
premium of $481,073
|
|
$ |
21,340,233 |
|
|
$ |
21,821,306 |
|
|
$ |
(214,320 |
) |
|
$ |
21,606,986 |
|
Federal Home Loan Mortgage Corporation, variable rate security,
fixed rate of interest for three years at 3.758% and adjustable
rate interest thereafter, due March 2034 (including unamortized
premium of $208,212
|
|
|
8,837,206 |
|
|
|
9,045,418 |
|
|
|
(108,793 |
) |
|
|
8,936,625 |
|
Federal National Mortgage Association, variable rate security,
fixed rate of interest for three years at 3.800% and adjustable
rate interest thereafter, due March 2034 (including unamortized
premium of $404,499
|
|
|
15,840,969 |
|
|
|
16,245,468 |
|
|
|
(206,487 |
) |
|
|
16,038,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
46,018,408 |
|
|
$ |
47,112,192 |
|
|
$ |
(529,600 |
) |
|
$ |
46,582,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2005, all available-for-sale securities
were carried at their estimated fair market value based on
current market quotes received from financial sources that trade
such securities. The estimated fair value of these securities
fluctuate primarily due to changes in interest rates and other
factors; however, given that these securities are guaranteed as
to principal and/or interest by an agency of the
U.S. Government, such fluctuations are generally not based
on the creditworthiness of the mortgages securing these
securities.
During the three months ended March 31, 2005, the Company
received prepayments of $3.3 million on these securities
and amortized $148,000 of the premium paid for these securities
against interest income.
These securities are pledged as collateral for borrowings under
a repurchase agreement (See Note 6).
|
|
Note 5 |
Investment in Equity Affiliates |
As of December 31, 2004, the Company had two mezzanine
loans, totaling $45 million, outstanding to 450 Partners
Mezz III LLC, a wholly-owned subsidiary of 450 Westside
Partners, LLC and the owner of 100% of the outstanding
membership interests in 450 Partners Mezz II LLC, who used
the proceeds to acquire and renovate an office building. In
addition, as of December 31, 2004, the Company had a
$1.5 million equity interest in an affiliate of the
borrower. The Company also has participating profits interests
in several affiliates of the borrower aggregating approximately
29%. During the quarter ended March 31, 2005, the property
was refinanced with new debt and the Companys loans
totaling $45 million were repaid in full. In accordance
with the refinancing, the Company was repaid its
$1.5 million investment, including and approximately
$432,000 of a preferred return which was recorded in income from
equity affiliates. In addition, the Company received a
structuring fee of $0.4 million for arranging the financing
which was recorded in other income. The Company participated in
$45 million of new debt in the form of a mezzanine loan
that matures in March 2015 with a fixed rate of 8.17%. In
addition, the Company invested $2.7 million in an affiliate
of the borrower which entitles the Company to a preferred return
of 12.5% in this Limited Liability Corporation.
During the first quarter, the Company invested $6.1 million
in a joint venture, which as part of an investor group, used
these proceeds to make a deposit on the potential purchase of a
property in New York City. In
9
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
April 2005, this joint venture closed on the purchase of the
property and the Company invested additional capital that,
combined with its deposit, represented a $10 million equity
investment, in exchange for a 20% ownership interest in a
Limited Liability Corporation of this joint venture. It is
intended that the Building, with over one million square feet,
will be converted from an office building into condominium units.
In March 2005, the Company invested $870,000 for 100% of the
common shares of Arbor Realty Trust I, an entity formed to
facilitate the issuance of $26.2 million of trust preferred
securities. Arbor Realty Trust I pays dividends on both the
common shares and preferred securities on a quarterly basis at a
variable rate based on LIBOR.
|
|
Note 6 |
Notes Payable and Repurchase Agreements |
The Company utilizes repurchase agreements to finance certain of
its loans and investments. Borrowings underlying these
arrangements are secured by certain of the Companys loans
and investments.
The following table outlines borrowings under the Companys
repurchase agreements as of March 31, 2005 and
December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2005 | |
|
December 31, 2004 | |
|
|
| |
|
| |
|
|
Debt | |
|
Collateral | |
|
Debt | |
|
Collateral | |
|
|
Carrying | |
|
Carrying | |
|
Carrying | |
|
Carrying | |
|
|
Value | |
|
Value | |
|
Value | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Repurchase agreement, financial institution, $100 million
committed line, expiration June 2005, interest is variable based
on one-month LIBOR; the weighted average note rate was 6.22% and
5.43%, respectively
|
|
$ |
12,227,197 |
|
|
$ |
19,300,000 |
|
|
$ |
19,531,197 |
|
|
$ |
28,430,000 |
|
Repurchase agreement, Wachovia Bank National Association,
$350 million committed line, expiration December 2006,
interest is variable based on one-month LIBOR; the weighted
average note rate was 4.79% and 4.63%, respectively
|
|
|
237,081,498 |
|
|
|
324,327,171 |
|
|
|
324,388,739 |
|
|
|
493,071,885 |
|
Repurchase agreement, financial institution, $100 million
committed line, expiration July 2005, interest is variable based
on one-month LIBOR; the weighted average note rate was 2.85% and
2.36%, respectively
|
|
|
40,765,196 |
|
|
|
43,351,909 |
|
|
|
44,189,436 |
|
|
|
46,582,592 |
|
Repurchase agreement, financial institution, $21 million
committed line, expiration April 2005, interest is variable
based on one-month LIBOR; the weighted average note rate was
3.79% as of December 31, 2004. This facility was terminated
in January 2005
|
|
|
|
|
|
|
|
|
|
|
21,000,000 |
|
|
|
30,000,000 |
|
Repurchase agreement, financial institution, $50 million
committed line, expiration November 2005, interest rate variable
based on one-month LIBOR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total repurchase agreements
|
|
$ |
290,073,891 |
|
|
$ |
386,979,080 |
|
|
$ |
409,109,372 |
|
|
$ |
598,084,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
In February 2005, the $350 million repurchase agreement was
amended to reduce certain pricing spreads, increase certain
advance rates and make changes to other terms of this agreement
which were generally favorable to the Company. In addition, the
$100 million repurchase agreement with the same financial
institution that the Company entered into for the purpose of
financing securities available for sale was amended in February
2005, expires in July 2005 and has an interest rate of one-month
LIBOR plus 0.20%. If the estimated fair value of the securities
decreases, the Company may be required to pay down borrowings
from the repurchase agreement due to such a decline in the
estimated fair value of the securities collateralizing the
repurchase agreement.
In January 2005, amounts outstanding under the $21 million
repurchase agreement were repaid in full and this facility was
terminated.
The following table outlines borrowings under the Companys
notes payable as of March 31, 2005 and December 31,
2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2005 | |
|
December 31, 2004 | |
|
|
| |
|
| |
|
|
Debt | |
|
Collateral | |
|
Debt | |
|
Collateral | |
|
|
Carrying | |
|
Carrying | |
|
Carrying | |
|
Carrying | |
|
|
Value | |
|
Value | |
|
Value | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Structured transaction facility, financial institution,
$250 million committed line, expiration June 2006, interest
rate variable based on one-month LIBOR; the weighted average
note rate was 4.87% on December 31, 2004. This facility was
terminated on March 31, 2005
|
|
$ |
|
|
|
$ |
|
|
|
$ |
137,199,447 |
|
|
$ |
185,254,895 |
|
Unsecured credit facility, financial institution,
$50 million committed line, expiration December 2005,
interest is variable based on one-month LIBOR; the weighted
average note rate was 9.72% and 9.37%, respectively
|
|
|
42,000,000 |
|
|
|
n/a |
|
|
|
15,000,000 |
|
|
|
|
|
Secured term credit facility, financial institution,
$50 million committed line, expiration January 2006 with
two six-month renewal options, interest rate variable based on
one-month LIBOR, the weighted average note rate was 8.69% as of
March 31, 2005
|
|
|
30,000,000 |
|
|
|
44,879,160 |
|
|
|
|
|
|
|
|
|
Junior loan participation, maturity March 2006, secured by
Companys interest in a second mortgage loan with a
principal balance of $25 million, participation interest is
based on a portion of the interest received from the loan, the
loans interest is variable based on one-month LIBOR
|
|
|
4,518,500 |
|
|
|
4,518,500 |
|
|
|
4,419,500 |
|
|
|
4,419,500 |
|
Junior loan participation, maturity September 2006, secured by
Companys interest in a second mortgage loan with a
principal balance of $35 million, participation interest is
based on a portion of the interest received from the loan, the
loans interest is variable based on one-month LIBOR
|
|
|
6,302,500 |
|
|
|
6,302,500 |
|
|
|
6,152,500 |
|
|
|
6,152,500 |
|
11
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2005 | |
|
December 31, 2004 | |
|
|
| |
|
| |
|
|
Debt | |
|
Collateral | |
|
Debt | |
|
Collateral | |
|
|
Carrying | |
|
Carrying | |
|
Carrying | |
|
Carrying | |
|
|
Value | |
|
Value | |
|
Value | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Junior subordinated notes, maturity March 2034, unsecured, face
amount of $26.2 million, interest rate variable based on
three-month LIBOR, the weighted average note rate was 6.87% as
of March 31, 2005
|
|
|
27,120,000 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
Senior loan participation, maturity August 2005, secured by
Companys interest in a first mortgage loan with a
principal balance of $25 million, participation interest is
based on 50% of the net spread of the loan, the loan is variable
based on one-month LIBOR. This facility was terminated in
January, 2005
|
|
|
|
|
|
|
|
|
|
|
3,000,000 |
|
|
|
3,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable
|
|
$ |
109,941,000 |
|
|
$ |
55,700,160 |
|
|
$ |
165,771,447 |
|
|
$ |
198,826,895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On January 31, 2005 the Company entered into a
$50 million secured term credit facility with a shareholder
who beneficially owned approximately 7.1% of our outstanding
common stock as of March 31, 2005. At March 31, 2005,
the outstanding balance under this facility was $30 million
and is reflected in Notes payable related party on
the accompanying balance sheet.
The $250 million structured transaction facility was
terminated in March 2005 and amounts outstanding were repaid in
full.
|
|
|
Collateralized Debt Obligation |
On January 19, 2005, the Company issued to third party
investors four tranches of investment grade collateralized debt
obligations (CDOs) through a newly-formed
wholly-owned subsidiary, Arbor Realty Mortgage Securities
Series 2004-1, Ltd. (the Issuer). The issuer holds
assets, consisting primarily of bridge loans, mezzanine loans
and cash totaling approximately $469 million, which serve
as collateral for the CDOs. The Issuer issued investment
grade rated CDOs with a principal amount of approximately
$305 million and a wholly-owned subsidiary of the Company
purchased the preferred equity interests of the Issuer. The four
investment grade tranches were issued with floating rate coupons
with a combined weighted average rate of three-month LIBOR plus
0.77%. The CDO may be replenished with substitute collateral for
loans that are repaid during the first four years of the CDO.
Thereafter, the outstanding debt balance will be reduced as
loans are repaid. The Company incurred approximately
$7.0 million of issuance costs which will be amortized on a
level yield basis over the average life of the CDO. For
accounting purposes, the Issuer is consolidated in the
Companys financial statements. The four investment grade
tranches are treated as a secured financing, and are
non-recourse to the Company.
Proceeds from the sale of the five investment grade tranches
issued were used to repay outstanding debt under the
Companys repurchase agreements and notes payable. The
assets pledged as collateral were contributed from the
Companys existing portfolio of assets.
Each of the credit facilities contain various financial
covenants and restrictions, including minimum net worth and
debt-to-equity ratios. The Company is in compliance with all
financial covenants and restrictions for the period presented.
12
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
|
|
Note 7 |
Minority Interest |
On July 1, 2003, Arbor Commercial Mortgage, LLC
(ACM) contributed $213.1 million of structured
finance assets and $169.2 million of borrowings supported
by $43.9 million of equity in exchange for a commensurate
equity ownership in ARLP, the Companys operating
partnership. This transaction was accounted for as minority
interest and entitled ACM to a 28% interest in the Company. On
April 13, 2004, the Company issued 6,750,000 shares of
its common stock in an initial public offering and a concurrent
offering to one of the Companys directors. On May 6,
2004, the underwriters of the initial public offering exercised
a portion of their over-allotment option, which resulted in the
issuance of 524,200 additional shares on May 11, 2004. In
addition, in 2004, the Company issued 1.0 million shares of
common stock and 0.6 million operating partnership units
from the exercise of warrants under the Warrant Agreement. These
transactions resulted in ACMs interest in ARLP being
reduced to 19%.
For the three months ended March 31, 2005, the Company
issued 0.2 million shares of common stock upon the exercise
of warrants. As a result, minority interest was adjusted by
$0.1 million to properly reflect ACMs 18% limited
partnership interest in ARLP at March 31, 2005.
|
|
Note 8 |
Commitments and Contingencies |
The Company currently is neither subject to any material
litigation nor, to managements knowledge, is any material
litigation currently threatened against the company.
|
|
Note 9 |
Stockholders Equity |
The Companys charter provides for the issuance of up to
500 million shares of common stock, par value
$0.01 per share, and 100 million shares of preferred
stock, par value $0.01 per share.
The Company was incorporated in June 2003 and was initially
capitalized through the sale of 67 shares of common stock
for $1,005.
On July 1, 2003 the Company completed a private placement
for the sale of 1,610,000 units (including an
over-allotment option), each consisting of five shares of the
Companys common stock and one warrant to purchase one
share of common stock, at $75.00 per unit, for proceeds of
approximately $110.1 million, net of expenses.
8,050,000 shares of common stock were sold in the offering.
In addition, the Company issued 149,500 shares of
restricted common stock under the stock incentive plan.
On April 13, 2004, the Company issued 6,750,000 shares
of its common stock in a public offering at a price to the
public of $20.00 per share, for net proceeds of
approximately $125.4 million after deducting the
underwriting discount and the other estimated offering expenses.
The Company used the proceeds to pay down indebtedness. On
May 6, 2004, the underwriters exercised a portion of their
over-allotment option, which resulted in the issuance of 524,200
additional shares on May 11, 2004. The Company received net
proceeds of approximately $9.8 million after deducting the
underwriting discount. On November 2, 2004, ACM elected to
be paid its third quarter incentive management fee in shares of
common stock totaling 22,498. In 2004, the Company issued
973,354 shares of common stock from the exercise of
warrants under the Warrant Agreement and received net proceeds
of $12.9 million. In addition, 2,401 shares of
unvested restricted common stock were forfeited in 2004. After
giving effect to these transactions, the Company had
16,467,218 shares of common stock issued and outstanding.
On February 2, 2005, the Company issued 4,000 shares
of restricted common stock under the stock incentive plan to its
independent directors. One third of the restricted stock granted
to each of these directors
13
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
were vested as of the date of grant, another one third will vest
on January 31, 2006 and the remaining third will vest on
January 31, 2007. On February 10, 2005, ACM elected to
be paid its fourth quarter 2004 incentive management fee in
shares of common stock totaling 43,643. During the quarter ended
March 31, 2005, the Company issued 226,261 shares of
common stock from the exercise of warrants under the Warrant
Agreement and received net proceeds of $3.4 million. After
giving effect to these transactions, the Company had
16,741,122 shares issued and outstanding.
In connection with the private placement of units by the Company
on July 1, 2003, the Company issued warrants to acquire
1,610,000 shares of common stock, as adjusted for dilution,
at $15.00 per share. Concurrently, ACM was issued warrants
to purchase 629,345 operating partnership units. In July
2004, these warrants became eligible for exercise through a cash
payment or by surrendering additional warrants or shares of
common stock in a cashless transaction. For the
quarter ended March 31, 2005, 226,413 common stock warrants
were exercised for a total amount of $3.4 million and
226,261 common shares were issued. As of March 31, 2005,
there were 61,612 common stock warrants outstanding.
|
|
Note 10 |
Earnings Per Share |
Earnings per share (EPS) is computed in accordance
with SFAS No. 128, Earnings Per Share. Basic earnings
per share is calculated by dividing net income by the weighted
average number of shares of common stock outstanding during each
period inclusive of unvested restricted stock which participate
fully in dividends. Diluted EPS is calculated by dividing income
adjusted for minority interest by the weighted average number of
shares of common stock outstanding plus the additional dilutive
effect of common stock equivalents during each period. The
Companys common stock equivalents are ARLPs
operating partnership units, warrants to purchase additional
shares of common stock and warrants to purchase additional
operating partnership units. The dilutive effect of the warrants
is calculated using the treasury stock method.
Additionally, ACM, earned an incentive management fee for the
quarter ended March 31, 2005 totaling $1.0 million.
Based on the terms of the management agreement, ACM intends to
elect to be paid its incentive management fee in common shares
totaling 40,697. These shares are anti-dilutive and have been
excluded from the calculation of diluted EPS.
The following is a reconciliation of the numerator and
denominator of the basic and diluted earnings per share
computations for the three-month periods ended March 31,
2005 and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended | |
|
For the Three Months Ended | |
|
|
March 31, 2005 | |
|
March 31, 2004 | |
|
|
| |
|
| |
|
|
Basic | |
|
Diluted | |
|
Basic | |
|
Diluted | |
|
|
| |
|
| |
|
| |
|
| |
Net income
|
|
$ |
9,705,641 |
|
|
$ |
9,705,641 |
|
|
$ |
3,104,327 |
|
|
$ |
3,104,327 |
|
Add: Income allocated to minority interest
|
|
|
|
|
|
|
2,201,726 |
|
|
|
|
|
|
|
1,191,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per EPS calculation
|
|
$ |
9,705,641 |
|
|
$ |
11,907,367 |
|
|
$ |
3,104,327 |
|
|
$ |
4,295,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
16,635,474 |
|
|
|
16,635,474 |
|
|
|
8,199,567 |
|
|
|
8,199,567 |
|
Weighted average number of operating partnership units
|
|
|
|
|
|
|
3,776,069 |
|
|
|
|
|
|
|
3,146,724 |
|
Dilutive effect of warrants
|
|
|
|
|
|
|
56,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average common shares outstanding
|
|
|
16,635,474 |
|
|
|
20,468,495 |
|
|
|
8,199,567 |
|
|
|
11,346,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share
|
|
$ |
0.58 |
|
|
$ |
0.58 |
|
|
$ |
0.38 |
|
|
$ |
0.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
|
|
Note 11 |
Related Party Transactions |
As of March 31, 2005, the Company had a $7.75 million
first mortgage loan receivable which bore interest at a variable
rate of one month LIBOR plus 4.25% and was scheduled to mature
in March 2005. In March 2005, this loan was extended for one
year with no other change in terms. This loan was made to a
not-for-profit corporation that holds and manages investment
property from the endowment of a private academic institution.
Two directors of the Company are members of the board of
trustees of the borrower under each of these loans and the
private academic institution. Interest income recorded from
these loans in the quarter ended March 31, 2005 was
approximately $0.1 million.
As of March 31, 2005, approximately $0.6 million of
interest payments from borrowers due from ACM was included in
other assets. These payments were received in April 2005. In
addition, as of March 31, 2005, $7.4 million of
escrows received at loan closings were due to ACM and included
in due to related party. These payments were remitted in April
2005.
During the quarter ended March 31, 2005, ACM received a
brokerage fee for services rendered in arranging a loan facility
for a borrower. The Company was credited $0.4 million of
this fee which represents our proportionate effort in
facilitating the financing. The fee was included in other income
for the quarter ended March 31, 2005.
On April 18, 2005, the Company declared distributions of
$0.55 per share of common stock, payable with respect to
the three months ended March 31, 2005 to stockholders of
record at the close of business on April 30, 2005. The
Company intends to pay these distributions on May 15, 2005.
In addition, for the three months ended March 31, 2005, the
Company declared and paid distributions of $0.47 per share
of common stock with respect to the three months ended
December 31, 2004 to stockholders of record at the close of
business on January 31, 2005.
Subsequent to March 31, 2005 and through May 13, 2005,
2,600 common stock warrants were exercised for 2,600 shares
of common stock.
|
|
Note 13 |
Management Agreement |
The Company, ARLP and Arbor Realty SR, Inc. have entered into a
management agreement with ACM, which provides that for
performing services under the management agreement, the Company
will pay ACM a base management fee and incentive compensation
fee. For the quarter ended March 31, 2005, ACM earned an
incentive compensation installment totaling $1.0 million,
which was included in other liabilities. The incentive
compensation fee is calculated as 25% of the amount by which
ARLPs funds from operations exceeds 9.5% return on
invested funds, as described in the management agreement. ACM
intends to receive the entire incentive compensation fee for the
quarter in common stock. This fee is subject to recalculation
and reconciliation at fiscal year end in accordance with the
management agreement. As of March 31, 2005, approximately
$0.6 million of base management fees due to ACM for the
three months ended March 31, 2005 were included in other
liabilities and paid in April 2005.
|
|
Note 14 |
Due to Borrowers |
Due to borrowers represents borrowers funds held by the
Company to fund certain expenditures or to be released at the
Companys discretion upon the occurrence of certain
pre-specified events, and to serve as additional collateral for
borrowers loans. While retained, these balances earn
interest in accordance with the specific loan terms they are
associated with.
15
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
|
|
Note 15 |
Subsequent Event |
In April 2005, the Company, through a newly-formed wholly-owned
subsidiaries of its operating partnership, issued
$51.5 million of unsecured junior subordinated notes in two
separate private placements. These securities which have a
weighted average maturity of 29.5 years, pay interest
quarterly at a floating rate of interest based on three-month
LIBOR and, absent the occurrence of special events, are not
redeemable during the first five years.
16
|
|
Item 2. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |
You should read the following discussion in conjunction with
the unaudited consolidated interim financial statements, and
related notes included herin.
Overview
We are a Maryland corporation that was formed in June 2003 to
invest in real estate-related bridge and mezzanine loans,
including junior participating interests in first mortgages,
preferred and direct equity and, in limited cases, discounted
mortgage notes and other real estate-related assets, which we
refer to collectively as structured finance investments. We also
invest in mortgage-related securities. We conduct substantially
all of our operations through our operating partnership and its
wholly-owned subsidiaries.
Our operating performance is primarily driven by the following
factors:
|
|
|
|
|
Net interest income earned on our investments
Net interest income represents the amount by which the interest
income earned on our assets exceeds the interest expense
incurred on our borrowings. If the yield earned on our assets
increases or the cost of borrowings decreases, this will have a
positive impact on earnings. Net interest income is also
directly impacted by the size of our asset portfolio. |
|
|
|
Credit quality of our assets Effective asset
and portfolio management is essential to maximizing the
performance and value of a real estate/mortgage investment.
Maintaining the credit quality of our loans and investments is
of critical importance. Loans that do not perform in accordance
with their terms may have a negative impact on earnings. |
|
|
|
Cost control We seek to minimize our
operating costs, which consist primarily of employee
compensation and related costs, management fees and other
general and administrative expenses. As the size of the
portfolio increases, certain of these expenses, particularly
employee compensation expenses, may increase. |
We are organized and conduct our operations to qualify as a real
estate investment trust, or a REIT and to comply with the
provisions of the Internal Revenue Code of 1986, as amended, or
the Code with respect thereto. A REIT is generally not subject
to federal income tax on that portion of its REIT-taxable income
which is distributed to its stockholders provided that at least
90% of its REIT-taxable income is distributed and provided that
certain other requirements are met. Certain of our assets that
produce non-qualifying income may be held in taxable REIT
subsidiaries. Unlike other subsidiaries of a REIT, the income of
a taxable REIT subsidiary is subject to Federal and state income
taxes. Our taxable REIT subsidiaries have had minimal activity
since their inception and we have determined that no provision
for income taxes is necessary at this time.
Changes in Financial Condition
During the quarter ended March 31, 2005, we originated
thirteen loans and investments totaling $252.8 million, of
which $240.6 million was funded as of March 31, 2005.
Of the new loans and investments, six were mezzanine loans
totaling $128.6 million, two were bridge loans totaling
$59.7 million, two were junior participating interests
totaling $50.0 million, one was a preferred equity
investment of $5.8 million, and two were a direct equity
investment totaling $8.8 million. We have received
repayment in full of thirteen loans totaling
$211.1 million, partial repayment on three loans totaling
$2.3 million and a return of a $1.5 million capital
balance on one of our equity investments.
Our loan portfolio balance at March 31, 2005 was
$875.0 million, with a weighted average current interest
pay rate of 8.82% as compared to $842.5 million, with a
weighted average current interest pay rate of 8.87% at
December 31, 2004. At March 31, 2005, advances on
financing facilities totaled $623.0 million, with a
weighted average funding cost of 5.34% as compared to
$530.7 million, with a weighted average funding cost of
5.05% at December 31, 2004. Additionally, our investment in
equity affiliates portfolio at March 31, 2005 was
$12.7 million as compared to $5.3 million at
December 31, 2004.
17
On January 19, 2005, we issued to third party investors
four tranches of investment grade collateralized debt
obligations (CDOs) through a newly-formed
wholly-owned subsidiary, Arbor Realty Mortgage Securities
Series 2004-1, Ltd. (the Issuer). The issuer holds
assets, consisting primarily of bridge loans, mezzanine loans
and cash totaling approximately $469 million, which serve
as collateral for the CDOs. The Issuer issued investment
grade rated CDOs with a principal amount of approximately
$305 million and a wholly-owned subsidiary of us purchased
the preferred equity interests of the Issuer. The four
investment grade tranches were issued with floating rate coupons
with a combined weighted average rate of three-month LIBOR plus
0.77%. The CDO may be replenished with substitute collateral for
loans that are repaid during the first four years of the CDO.
Thereafter, the outstanding debt balance will be reduced as
loans are repaid. We incurred approximately $7.0 million of
issuance costs which will be amortized on a level yield basis
over the average life of the CDO. For accounting purposes, the
Issuer is consolidated in our financial statements. The four
investment grade tranches are treated as a secured financing,
and are non-recourse to us.
Proceeds from the sale of the five investment grade tranches
issued 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.
On February 2, 2005, we issued 4,000 shares of
restricted common stock under the stock incentive plan to our
independent directors. On February 10, 2005, ACM elected to
be paid its fourth quarter 2004 incentive management fee in
shares of common stock totaling 43,643. During the quarter ended
March 31, 2005, we issued 226,261 shares of common
stock from the exercise of warrants and received net proceeds of
$3.4 million. After giving effect to these transactions, we
had 16,741,122 shares issued and outstanding.
On March 15, 2005, we, through a newly-formed wholly-owned
subsidiary of its operating partnership, issued
$27.1 million of junior subordinated notes in a private
placement. These securities are unsecured, have a maturity of
29 years, pay interest quarterly at a floating rate of
interest based on three-month LIBOR and, absent the occurrence
of special events, are not redeemable during the first five
years. At March 31, 2005, the outstanding balance of these
notes was $26.2 million with a current note rate of 6.87%.
Sources of Operating Revenues
We derive our operating revenues primarily through interest
received from making real estate-related bridge and mezzanine
loans and preferred equity investments. For the quarter ended
March 31, 2005, interest income earned on these loans and
investments represented approximately 97% of our total revenues.
Interest income may also be derived from profits of equity
participation interests. No income was derived from this source
for the quarter ended March 31, 2005.
We also derive interest income from our investments in mortgage
related securities. For the quarter ended March 31, 2005,
interest on these investments represented approximately 1% of
our total revenues.
Additionally, we derive operating revenues from other income
that represents loan structuring and miscellaneous asset
management fees associated with our loans and investments
portfolio. For the quarter ended March 31, 2005, revenue
from other income represented Approximately 2% of our total
revenues.
Gain on Sale of Loans and Real Estate and Income from Equity
Affiliates
We may derive income from the gain on sale of loans and real
estate. We may acquire (1) real estate for our own
investment and, upon stabilization, disposition at an
anticipated return and (2) real estate notes generally at a
discount from lenders in situations where the borrower wishes to
restructure and reposition its short term debt and the lender
wishes to divest certain assets from its portfolio. No such
income has been recorded to date.
We also derive income from equity affiliates relating to joint
ventures that were formed with equity partners to acquire,
develop and/or sell real estate assets. Such investments are
recorded under the equity method. We record our share of net
income from the underlying properties in which we invest through
these joint ventures. For the quarter ended March 31, 2005,
income from equity affiliates totaled approximately $447,000.
18
Critical Accounting Policies
Please refer to the section of our Annual Report on
Form 10-K for the year ended December 31, 2004
entitled Managements Discussion and Analysis of
Financial Condition and Results of Operations of Arbor Realty
Trust and Subsidiaries Significant Accounting
Estimates and Critical Accounting Policies for a
discussion of our critical accounting policies. During the three
months ended March 31, 2005, there were no material changes
to these policies, except for the updates described below.
Revenue Recognition
Interest income is recognized on the accrual basis as it is
earned from loans, investments and available-for-sale
securities. In many instances, the borrower pays an additional
amount of interest at the time the loan is closed, an
origination fee, and deferred interest upon maturity. In some
cases interest income may also include the amortization or
accretion of premiums and discounts arising at the purchase or
origination. This additional income, net of any direct loan
origination costs incurred, is deferred and accreted into
interest income on an effective yield or interest
method adjusted for actual prepayment activity over the life of
the related loan or available-for-sale security as a yield
adjustment. Income recognition is suspended for loans when in
the opinion of management a full recovery of income and
principal becomes doubtful. Income recognition is resumed when
the loan becomes contractually current and performance is
demonstrated to be resumed. Several of the loans provide for
accrual of interest at specified rates, which differ from
current payment terms. Interest is recognized on such loans at
the accrual rate subject to managements determination that
accrued interest and outstanding principal are ultimately
collectible, based on the underlying collateral and operations
of the borrower. If management cannot make this determination
regarding collectibility, interest income above the current pay
rate is recognized only upon actual receipt. Additionally,
interest income is recorded when earned from equity
participation interests, referred to as equity kickers. These
equity kickers have the potential to generate additional
revenues to us as a result of excess cash flows being
distributed and/or as appreciated properties are sold or
refinanced. For the three months ended March 31, 2005, we
recorded $1.2 million of interest on one of its loans and
investments. This amount represents the difference between the
pay rate of interest and the all-in return rate based on the
contractual agreement with the borrower. Prior to the quarter
ended March 31, 2005, management was unable to determine if
this interest was collectible.
Derivatives and Hedging Activities
In accordance with Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and
Hedging Activities, the carrying values of interest rate
swaps, as well as the underlying hedged liability, if
applicable, are reflected at their fair value. We rely on
quotations from a third party to determine these fair values.
Derivatives that are not hedges are adjusted to fair value
through income. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of the derivative
are either offset against the change in the fair value of the
hedged liability through earnings or recognized in other
comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivatives change
in fair value is immediately recognized in earnings.
In connection with the CDO, we entered into two interest rate
swap agreements to hedge our exposure to the risk of changes in
the difference between three-month LIBOR and one-month LIBOR
interest rates. These swaps do not qualify as a hedge for
accounting purposes in accordance with SFAS No. 133
and therefore changes in fair value are reflected in net income.
Because the valuations of our hedging activities are based on
estimates, the fair value may change if our estimates are
inaccurate. For the effect of hypothetical changes in market
interest rates on our interest rate swaps, see the Market Risk
section of this Form 10-Q entitled Quantitative and
Qualitative Disclosures Aabout Market Risk.
19
Results of Operations
The following table sets forth our results of operations for the
three months ended March 31, 2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
|
|
March 31, | |
|
Increase/(Decrease) | |
|
|
| |
|
| |
|
|
2005 | |
|
2004 | |
|
Amount | |
|
Percent | |
|
|
| |
|
| |
|
| |
|
| |
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$ |
23,121,158 |
|
|
$ |
8,163,391 |
|
|
$ |
14,957,767 |
|
|
|
183 |
% |
|
Other income
|
|
|
387,798 |
|
|
|
21,104 |
|
|
|
366,694 |
|
|
|
1,738 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
23,508,956 |
|
|
|
8,184,495 |
|
|
|
15,324,461 |
|
|
|
187 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
8,326,153 |
|
|
|
2,623,893 |
|
|
|
5,702,260 |
|
|
|
217 |
% |
|
Employee compensation and benefits
|
|
|
1,154,209 |
|
|
|
613,306 |
|
|
|
540,903 |
|
|
|
88 |
% |
|
Stock based compensation
|
|
|
92,027 |
|
|
|
114,201 |
|
|
|
(22,174 |
) |
|
|
(19 |
)% |
|
Selling and administrative
|
|
|
845,879 |
|
|
|
244,311 |
|
|
|
601,568 |
|
|
|
246 |
% |
|
Management fee related party
|
|
|
1,630,318 |
|
|
|
293,118 |
|
|
|
1,337,200 |
|
|
|
456 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
12,048,586 |
|
|
|
3,888,829 |
|
|
|
8,159,757 |
|
|
|
210 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interest and income from equity affiliates
|
|
|
11,460,370 |
|
|
|
4,295,666 |
|
|
|
7,164,704 |
|
|
|
167 |
% |
Income from equity affiliates
|
|
|
446,997 |
|
|
|
|
|
|
|
446,997 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interest
|
|
|
11,907,367 |
|
|
|
4,295,666 |
|
|
|
7,611,701 |
|
|
|
177 |
% |
Income allocated to minority interest
|
|
|
2,201,726 |
|
|
|
1,191,339 |
|
|
|
1,010,386 |
|
|
|
85 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
9,705,641 |
|
|
$ |
3,104,327 |
|
|
$ |
6,601,314 |
|
|
|
213 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following discussion compares our results of operations for
the three months ended March 31, 2005 to the comparable
period in 2004:
Interest income increased $15.0 million, or 183%, to
$23.1 million for the three months ended March 31,
2005 from $8.2 million for the three months ended
March 31, 2004. This increase was primarily due to a 103%
increase in the average balance of loans and investments from
$406.3 million to $825.6 million due to increased
loans and investments originations, as well as a 39% increase in
the average yield on the assets from 7.95% to 11.07% as a result
of increased market interest rates. Interest income from
available for sale securities was $.3 million for the three
months ended March 31, 2005, with an average available for
sale securities balance of $44.7 million and an average
yield of 2.36%. We purchased our available for sale securities
on March 31,2004, therefore no interest income was recorded
from available for sale securities for the three months ended
March 31, 2004.
Other income increased $367,000, or 1,738% to $388,000 for the
three months ended March 31, 2005 from $21,000 for the
three months ended March 31, 2004. This was primarily due
to a $360,000 structuring fee received for services rendered in
arranging a loan facility for a borrower in the three months
ended March 31, 2005.
Interest expense increased $5.7 million, or 217%, to
$8.3 million for the three months ended March 31, 2005
from $2.6 million for the three months ended March 31,
2004. This increase was primarily due to a 133% increase in the
average debt financing on our loans and investment portfolio
from $249.6 million to $580.8 million due to increased
loan and portfolio originations and increased financing
facilities, as well as a
20
33% increase in the average cost of these borrowings from 4.16%
to 5.53% as a result of an increase in market interest rates. In
addition, interest expense on debt financing of our available
for sale securities portfolio was $.3 million for the three
months ended March 31, 2005, with an average debt financing
on our available for sale securities portfolio of
$42.8 million and an average yield of 2.74%. There was no
interest expense recorded from available for sale securities for
the three months ended March 31, 2004.
Employee compensation and benefits expense increased $541,000 or
88% to $1.2 million for the three months ended
March 31, 2005 from $613,000 for the three months ended
March 31, 2004. This increase was primarily due to the
expansion of staffing needs associated with strengthening our
organization as a publicly traded company. These expenses
represent salaries, benefits, and incentive compensation for
those employed by us during the periods.
Stock-based compensation expense decreased by $22,000, or 19%,
to $92,000 for the three months ended March 31, 2005 from
$114,000 for the three months ended March 31, 2004. These
expenses represent the cost of restricted stock granted to
certain of our employees, directors and executive officers, and
employees of our manager. The decrease was due to a decrease in
the ratable portion of the unvested restricted stock granted in
2003 recorded as expense for the three months ended
March 31, 2005 as compared to the three months ended
March 31, 2004, partially offset by the initial vesting of
shares granted in 2005 recorded as expense for the three months
ended March 31, 2005.
Selling and administrative expense increased by $602,000, or
246%, to $846,000 for the three months ended March 31, 2005
from $244,000 for the three months ended March 31, 2004.
This increase is directly attributable to professional fees,
including legal and accounting services, insurance expense and
directors fees associated with operating a public company
since our initial public offering in April 2004.
Management fees increased $1.3 million, or 456%, to
$1.6 million for the three months ended March 31, 2005
from $293,000 for the three months ended March 31, 2004.
These amounts represent base management fees and incentive
management fees as provided for in the management agreement with
our manager. The base management fees increased by $316,000
mainly due to increased stockholders equity directly
attributable to increase in equity as a result of our initial
public offering in April 2004. Additionally, for the period
ending March 31, 2005, our manager earned an incentive
management fee of $1.0 million. There was no incentive
management fee earned for the three months ending March 31,
2004.
|
|
|
Income From Equity Affiliates |
Income from equity affiliates was $447,000 for the three months
ended March 31, 2005. This amount is primarily due to
excess proceeds received from the refinance of a property of one
of our investments in equity affiliates. For the three months
ended March 31, 2004, no income from equity affiliates was
recorded.
|
|
|
Income allocated to Minority Interest |
Income allocated to minority interest increased by
$1.0 million, or 85%, to $2.2 million for the three
months ended March 31, 2005 from $1.2 million for the
three months ended March 31, 2004. These amounts represent
the portion of our income allocated to our manager. This
increase was due to a 177% increase in income before minority
interest, partially offset by a decrease in our managers
limited partnership interest in us, which was primarily
attributable to our initial public offering in April 2004. Our
manager owned an 18.4% and 27.7% limited partnership interest in
our operating partnership and was allocated 18.4% and 27.7% for
the three months ended March 31, 2005 and 2004,
respectively.
Liquidity and Capital Resources
Liquidity is a measurement of the ability to meet potential cash
requirements, including ongoing commitments to repay borrowings,
fund loans and investments and other general business needs. Our
primary sources of funds for liquidity consist of funds raised
from our private equity offering in July 2003, net proceeds from
our initial public offering of our common stock in April 2004,
the issuance of floating rate notes pursuant
21
to a CDO (described below) in January 2005, borrowings under
credit agreements, net cash provided by operating activities,
repayments of outstanding loans and investments, funds from
junior and senior loan participation arrangements and the future
issuance of common, convertible and/or preferred equity
securities.
In 2003, we received gross proceeds from the private placement
totaling $120.2 million, which combined with ACMs
equity contribution of $43.9 million, resulted in total
contributed capital of $164.1 million. These proceeds were
used to pay down borrowings under our existing credit facilities.
In 2004, we sold 6,750,000 shares of our common stock in a
public offering on April 13, 2004 for net proceeds of
approximately $125.4 million. We used the proceeds to pay
down indebtedness. In addition, in May 2004 the underwriters
exercised a portion of their over allotment option, which
resulted in the issuance of 524,200 additional shares for net
proceeds of approximately $9.8 million. Additionally, in
2004, 1.3 million common stock warrants were exercised
which resulted in proceeds of $12.9 million. Also, Arbor
Realty Limited Partnership (ARLP), the operating
partnership of Arbor Realty Trust received proceeds of
$9.4 million from the exercise of ACMs warrants for a
total of 629,345 operating partnership units. In the first
quarter of 2005, 0.2 million common stock warrants were
exercised which resulted in proceeds of $3.4 million.
We also maintain liquidity through three master repurchase
agreements, one unsecured revolving credit agreement and one
secured term credit facility with five different financial
institutions. In addition, we have issued one collateralized
debt obligation and three separate junior subordinated notes.
We have a $100.0 million master repurchase agreement with a
financial institution, as amended in December 2004, that has a
term expiring in June 2005 and bears interest at one-month LIBOR
plus pricing of 2.00% to 2.75%, varying on type of asset
financed. At March 31, 2005, the outstanding balance under
this facility was $12.2 million with a current weighted
average note rate of 6.22%.
We have a $350.0 million master repurchase agreement with
Wachovia Bank National Association, dated as of
December 23, 2003, as amended, with a term of three years
and bears interest at one-month LIBOR plus pricing of 0.94% to
3.65%, varying on type of asset financed. In February 2005, this
repurchase agreement was amended to reduce certain pricing
spreads, increase certain advance rates and make changes to
other terms of this agreement which were generally favorable to
us. At March 31, 2005, the outstanding balance under this
facility was $237.1 million with a current weighted average
note rate of 4.79%. In addition, we have a $100 million
repurchase agreement with the same financial institution that we
entered into for the purpose of financing our securities
available for sale. This agreement was amended in February 2005,
expires in July 2005 and has an interest rate of one-month LIBOR
plus 0.20%. At March 31, 2005, the outstanding balance
under this facility was $40.8 million with a current note
rate of 2.85%.
We have a $50.0 million master repurchase agreement with a
third financial institution, dated as of July 1, 2003,
which matures in November 2005 and bears interest at one-month
LIBOR plus pricing of 2.00% to 2.75%, varying on type of asset
financed. This facility has not yet been utilized.
We have a $50.0 million unsecured revolving credit
agreement with a fourth financial institution, dated
December 7, 2004, with a term of one year with two one-year
extension options and an interest rate of one-month LIBOR plus
7.00%. This revolving credit facility is primarily used to
manage the timing difference between when new loans and
investments are closed and when they are financed within one of
the warehouse credit or master repurchase agreements. At
March 31, 2005, the outstanding balance under this facility
was $42.0 million with a current note rate of 9.72%.
We have a $50 million term credit facility, dated
January 31, 2005, with a fifth financial institution, who
beneficially owned approximately 7.1% of our outstanding common
stock as of December 31, 2004. This agreement has a term of
one year with two six-month renewal options and bears interest
at one-month LIBOR plus 6.00%. At March 31, 2005, the
outstanding balance under this facility was $30.0 million
with a current note rate of 8.69%.
We have a non-recourse collateralized debt obligation
(CDO) transaction, which closed on January 19,
2005, whereby $469 million of real estate related and other
assets were contributed to a newly-formed consolidated
subsidiary which issued $305 million of investment
grade-rated floating-rate notes in a private
22
placement. These notes are unsecured and pay interest quarterly
at a floating rate of interest based on three-month LIBOR. The
CDO may be replenished with substitute collateral for loans that
are repaid during the first four years of the CDO. Thereafter,
the outstanding debt balance will be reduced as loans are
repaid. Proceeds from the CDO were used to repay outstanding
debt under our current facilities totaling $267 million. By
contributing these real estate assets to the CDO, this
transaction resulted in a decreased cost of funds relating to
the CDO assets and created capacity in our existing credit
facilities. At March 31, 2005, the outstanding balance
under this facility was $305.3 million with a weighted
average current note rate of 3.45%. Proceeds from the repayment
of assets which serve as collateral for our CDO may be retained
in the CDO structure until such collateral can be replaced and
therefore not available to fund current cash needs. If such cash
is not used to replenish collateral, it could have a negative
impact on our anticipated returns.
On March 15, 2005, we, through a newly-formed wholly-owned
subsidiary of its operating partnership, issued $27.1 of junior
subordinated notes in a private placement. These securities are
unsecured, have a maturity of 29 years, pay interest
quarterly at a floating rate of interest based on three-month
LIBOR and, absent the occurrence of special events, are not
redeemable during the first five years. At March 31, 2005,
the outstanding balance under this facility was
$26.2 million with a current note rate of 6.87%.
In April 2005, we, through newly-formed wholly-owned
subsidiaries of its operating partnership, issued
$51.5 million of junior subordinated notes in two separate
private placements. These securities are unsecured, have a
weighted average maturity of 29.5 years, pay interest
quarterly at a floating rate of interest based on three-month
LIBOR and, absent the occurrence of special events, are not
redeemable during the first five years.
The unsecured revolving credit agreement, the secured term
credit facility and the master repurchase agreements require
that we pay interest monthly, based on pricing over LIBOR. The
amount of our pricing over LIBOR varies depending upon the
structure of the loan or investment financed pursuant to the
warehouse credit agreement or the master repurchase agreement.
The master repurchase agreements and the secured term credit
facility require that we pay down borrowings under these
facilities pro-rata as principal payments on our loans and
investments are received. In addition, if upon maturity of a
loan or investment we decide to grant the borrower an extension
option, the financial institutions have the option to extend the
borrowings or request payment in full on the outstanding
borrowings of the loan or investment extended. The financial
institutions also have the right to request immediate payment of
any outstanding borrowings on any loan or investment that is at
least 60 days delinquent.
As of March 31, 2005, these facilities had an aggregate
capacity of $1.0 billion and borrowings were approximately
$0.7 billion.
The unsecured revolving credit agreement, the secured term
credit facility and the master repurchase agreements each
contain various financials covenants and restrictions, including
minimum net worth and debt-to-equity ratios. In addition to the
financial terms and capacities described above, these credit
facilities generally contain covenants that prohibit us from
effecting a change in control, disposing of or encumbering
assets being financed and restrict us from making any material
amendment to our underwriting guidelines without approval of the
lender. If we violate these covenants in these credit
facilities, we could be required to repay all or a portion of
our indebtedness before maturity at a time when we might be
unable to arrange financing for such repayment on attractive
terms, if at all. Violations of these covenants may result in
our being unable to borrow unused amounts under our credit
facilities, even if repayment of some or all borrowings is not
required. As of March 31, 2005 we are in compliance with
all covenants and restrictions under these credit facilities.
In addition, we have entered into two junior loan participations
with a total outstanding balance at March 31, 2005 of
$10.8 million. These participation borrowings have maturity
dates equal to the corresponding mortgage loan and are secured
by the participants interest in the mortgage loan.
Interest expense is based on a portion of the interest received
from the loan.
23
We believe our existing sources of funds will be adequate for
purposes of meeting our short-term liquidity (within one year)
and long-term liquidity needs. Our short-term and long-term
liquidity needs include ongoing commitments to repay borrowings,
fund future investments, fund operating costs and fund
distributions to our stockholders. Our loans and investments are
financed under existing credit facilities and their credit
status is continuously monitored; therefore, these loans and
investments are expected to generate a generally stable return.
Our ability to meet our long-term liquidity and capital resource
requirements is subject to obtaining additional debt and equity
financing. If we are unable to renew our sources of financing on
substantially similar terms or at all, it would have an adverse
effect on our business and results of operations. Any decision
by our lenders and investors to enter into such transactions
with us will depend upon a number of factors, such as our
financial performance, compliance with the terms of our existing
credit arrangements, industry or market trends, the general
availability of and rates applicable to financing transactions,
such lenders and investors resources and policies
concerning the terms under which they make such capital
commitments and the relative attractiveness of alternative
investment or lending opportunities.
To maintain our status as a REIT under the Internal Revenue
Code, we must distribute annually at least 90% of our taxable
income. These distribution requirements limit our ability to
retain earnings and thereby replenish or increase capital for
operations. However, we believe that our significant capital
resources and access to financing will provide us with financial
flexibility and market responsiveness at levels sufficient to
meet current and anticipated capital requirements, including
expected new lending and investment opportunities.
In order to maximize the return on our funds, cash generated
from operations is generally used to temporarily pay down
borrowings under credit facilities whose primary purpose is to
fund our new loans and investments. When making distributions,
we borrow the required funds by drawing on credit capacity
available under our credit facilities. To date, all
distributions have been funded in this manner. All funds
borrowed to make distributions have been repaid by funds
generated from operations.
Related Party Transactions
As of March 31, 2005, we had a $7.75 million first
mortgage loan which bore interest at a variable rate of one
month LIBOR plus 4.25% and was scheduled to mature in March
2005. In March 2005, this loan was extended for one year with no
other change in terms. This loan was made to a not-for-profit
corporation that holds and manages investment property from the
endowment of a private academic institution. Two of our
directors are members of the board of trustees of the borrower
under each of these loans and the private academic institution.
Interest income recorded from these loans in the quarter ended
March 31, 2005 was approximately $0.1 million.
As of March 31, 2005, approximately $0.6 million of
interest payments from borrowers due from ACM was included in
other assets. These payments were remitted in April 2005. In
addition, as of March 31, 2005, $7.4 million of
escrows received at loan closings were due to ACM and included
in due to related party. These payments were remitted in April
2005.
During the quarter ended March 31, 2005, ACM received a
brokerage fee for services rendered in arranging a loan facility
for a borrower. A portion of the loan facility was provided by
us. We were credited $0.4 million of this brokerage fee
which is included in other income for the quarter ended
March 31, 2005.
|
|
Item 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK |
Market risk is the exposure to loss resulting from changes in
interest rates, foreign currency exchange rates, commodity
prices, equity prices and real estate values. The primary market
risks that we are exposed to are real estate risk, interest rate
risk, market value risk and prepayment risk.
24
Real Estate Risk
Commercial mortgage assets may be viewed as exposing an investor
to greater risk of loss than residential mortgage assets since
such assets are typically secured by larger loans to fewer
obligors than residential mortgage assets. Multi-family and
commercial property values and net operating income derived from
such properties are subject to volatility and may be affected
adversely by a number of factors, including, but not limited to,
national, regional and local economic conditions (which may be
adversely affected by industry slowdowns and other factors),
local real estate conditions (such as an oversupply of housing,
retail, industrial, office or other commercial space); changes
or continued weakness in specific industry segments;
construction quality, age and design; demographic factors;
retroactive changes to building or similar codes; and increases
in operating expenses (such as energy costs). In the event net
operating income decreases, a borrower may have difficulty
repaying our loans, which could result in losses to us. In
addition, decreases in property values reduce the value of the
collateral and the potential proceeds available to a borrower to
repay our loans, which could also cause us to suffer losses.
Even when the net operating income is sufficient to cover the
related propertys debt service, there can be no assurance
that this will continue to be the case in the future.
Interest Rate Risk
Interest rate risk is highly sensitive to many factors,
including governmental monetary and tax policies, domestic and
international economic and political considerations and other
factors beyond our control.
Our operating results will depend in large part on differences
between the income from our loans and our borrowing costs. Most
of our loans and borrowings are variable-rate instruments, based
on LIBOR. The objective of this strategy is to minimize the
impact of interest rate changes on our net interest income. Many
of our loans and borrowings are subject to various interest rate
floors. As a result, the impact of a change in interest rates
may be different on our interest income than it is on our
interest expense. Based on the loans and liabilities as of
March 31, 2005, and assuming the balances of these loans
and liabilities remain unchanged for the subsequent months, a 1%
increase in LIBOR would increase our annual net income and cash
flows by approximately $1.2 million because the principal
amount of loans that would be subject to an interest rate
adjustment under this scenario is greater than the amount of
liabilities that would subject to an interest rate adjustment. A
1% decrease in LIBOR would decrease our annual net income and
cash flows by approximately $0.3 million because the
principal amount of loans exceeds the amount of liabilities
partially offset by the fact that the principal amount of loans
currently subject to interest rate floors (and, therefore, would
not be subject to a downward interest rate adjustment) exceeds
the amount of liabilities currently subject to interest rate
floors. As the size of the portfolio increases, a decline in
interest rates may have a negative impact on our net income.
In the event of a significant rising interest rate environment
and/or economic downturn, defaults could increase and result in
credit losses to us, which could adversely affect our liquidity
and operating results. Further, such delinquencies or defaults
could have an adverse effect on the spreads between
interest-earning assets and interest-bearing liabilities.
We invest in securities, which are designated as
available-for-sale. These securities are adjustable rate
securities that have a fixed component for three years and,
thereafter, generally reset annually. These securities are
financed with a repurchase agreement that bears interest at a
rate of one month LIBOR plus .20%. Since the repricing of the
debt obligations occurs more quickly than the repricing of the
securities, on average our cost of borrowings will rise more
quickly in response to an increase in market interest rates than
the earnings rate on the securities. This will result in a
reduction our net interest income and cash flows related to
these securities. Based on the securities and borrowings as of
March 31, 2005, and assuming the balances of these
securities and borrowings remain unchanged for the subsequent
months, a 1% increase in LIBOR would reduce our annual net
income and cash flows by approximately $408,000. A 1% decrease
in LIBOR would increase our annual net income and cash flows by
approximately $408,000.
In connection with the CDO described in Managements
Discussion and Analysis of Financial Condition and Results of
Operations, we entered into two interest rate swap
agreements to hedge its exposure to the risk of changes in the
difference between three-month LIBOR and one-month LIBOR
interest rates.
25
These interest rate swaps became necessary due to the
investors return being paid based on a three-month LIBOR
index while the assets contributed to the CDO are yielding
interest based on a one-month LIBOR index.
These swaps were executed on December 21, 2004 with a
notional amount of $469 million and expire in January 2012.
The market value of these interest rate swaps is dependent upon
existing market interest rates and swap spreads, which change
over time. If there were a 50 basis point decrease in
forward interest rates, the value of these interest rate swaps
would have increased by approximately $26,000. If there were a
50 basis point increase in forward interest rates, the
value of these interest rate swaps would have decreased by
approximately $29,000 at March 31, 2005.
Our hedging transactions using derivative instruments also
involve certain additional risks such as counterparty credit
risk, the enforceability of hedging contracts and the risk that
unanticipated and significant changes in interest rates will
cause a significant loss of basis in the contract. The
counterparties to our derivative arrangements are major
financial institutions with high credit ratings with which we
and our affiliates may also have other financial relationships.
As a result, we do not anticipate that any of these
counterparties will fail to meet their obligations. There can be
no assurance that we will be able to adequately protect against
the foregoing risks and will ultimately realize an economic
benefit that exceeds the related amounts incurred in connection
with engaging in such hedging strategies.
We utilize interest rate swaps to limit interest rate risk.
Derivatives are used for hedging purposes rather than
speculation. We do not enter into financial instruments for
trading purposes.
Market Value Risk
Our available-for-sale securities are reflected at their
estimated fair value with unrealized gains and losses excluded
from earnings and reported in other comprehensive income
pursuant to SFAS No. 115 Accounting for Certain
Investments in Debt and Equity Securities. The estimated
fair value of these securities fluctuate primarily due to
changes in interest rates and other factors; however, given that
these securities are guaranteed as to principal and/or interest
by an agency of the U.S. Government, such fluctuations are
generally not based on the creditworthiness of the mortgages
securing these securities. Generally, in a rising interest rate
environment, the estimated fair value of these securities would
be expected to decrease; conversely, in a decreasing interest
rare environment, the estimated fair value of these securities
would be expected to increase.
Prepayment Risk
As we receive repayments of principal on these securities,
premiums paid on such securities are amortized against interest
income using the effective yield method through the expected
maturity dates of the securities. In general, an increase in
prepayment rates will accelerate the amortization of purchase
premiums, thereby reducing the interest income earned on the
securities.
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Item 4. |
CONTROLS AND PROCEDURES |
Our management, with the participation of our chief executive
officer and chief financial officer, has evaluated the
effectiveness of our disclosure controls and
procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the Exchange Act)) as of
the end of the period covered by this report. Based upon such
evaluation, our chief executive officer and chief financial
officer have concluded that, as of the end of such period, our
disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, on a timely basis,
information required to be disclosed by us in the reports we
file or submit under the Exchange Act and are effective in
ensuring that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act of 1934 is
accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as
appropriate to allow timely decisions regarding required
disclosure.
26
Internal Controls Over Financial Reporting. There have not been
any changes in our internal controls over financial reporting
(as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during our most recent fiscal quarter
that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
|
|
Item 1. |
LEGAL PROCEEDINGS |
Not applicable.
|
|
Item 2. |
UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF
PROCEEDS |
During the period covered by this report, the Company issued a
total of 226,261 shares of its common stock upon the
exercise of 226,413 warrants that were originally issued
pursuant to the terms of the Warrant Agreement on July 1,
2003. Pursuant to the Warrant Agreement, each of the warrants
are exercisable from July 13, 2004 to July 1, 2005 for
one share of common stock at an exercise price of $15 in cash or
a number of shares of common stock or warrants deemed to have a
fair market value equivalent to the cash exercise price. The
Company issued each of the warrants as a component of the
Companys units, each consisting of five shares of common
stock and a warrant, in a private placement of the units on
July 1, 2003.
The issuance and sale of the shares of common stock issued upon
the exercise of these warrants was not registered under the
Securities Act in reliance on the exemption from registration
provided by Section 4(2) thereof. These transactions did
not involve any public offering of common stock, the holders of
the warrants had adequate access to information about the
Company through its public filings with the SEC, and an
appropriate legend was placed on the certificates evidencing the
shares of common stock issued to the exercising holders of the
warrants.
The Company received a total of $3,393,915 in proceeds as a
result of the exercise of the 226,413 warrants. Of the total
number of shares of common stock issued upon the exercise of
such warrants, 226,163 shares were issued in consideration
of the payment of the cash exercise price and 98 shares
were issued in consideration of the holder of the related
warrant surrendering shares of common stock or additional
warrants in lieu of the cash exercise price.
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|
Item 3. |
DEFAULTS UPON SENIOR SECURITIES |
Not applicable.
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Item 4. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Not applicable.
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Item 5. |
OTHER INFORMATION |
Not applicable.
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|
|
Exhibit |
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|
Number |
|
Description |
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|
|
|
2 |
.1 |
|
Contribution Agreement, dated July 1, 2003, by and among
Arbor Realty Trust, Inc., Arbor Commercial Mortgage, LLC and
Arbor Realty Limited Partnership* |
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2 |
.2 |
|
Guaranty, dated July 1, 2003, made by Arbor Commercial
Mortgage, LLC and certain wholly-owned subsidiaries of Arbor
Commercial Mortgage, LLC in favor of Arbor Realty Limited
Partnership, ANMB Holdings, LLC and ANMB Holdings II, LLC* |
27
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
|
2 |
.3 |
|
Indemnity Agreement, dated July 1, 2003 by and among Arbor
Realty Trust, Inc., Arbor Commercial Mortgage, LLC, Ivan Kaufman
and Arbor Realty Limited Partnership* |
|
|
3 |
.1 |
|
Articles of Incorporation of the Registrant* |
|
|
3 |
.2 |
|
Articles Supplementary of the Registrant* |
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|
3 |
.3 |
|
Bylaws of the Registrant* |
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|
4 |
.1 |
|
Form of Certificate for Common Stock* |
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|
4 |
.2 |
|
Form of Global Units Certificate* |
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|
4 |
.3 |
|
Form of Warrant Certificate (included as Exhibit A to
Exhibit 4.4)* |
|
|
4 |
.4 |
|
Warrant Agreement, dated July 1, 2003, between Arbor Realty
Trust, Inc. and American Stock Transfer & Trust Company* |
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|
4 |
.5 |
|
Registration Rights Agreement, dated July 1, 2003, between
Arbor Realty Trust, Inc. and JMP Securities, LLC* |
|
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10 |
.1 |
|
Amended and Restated Management Agreement, dated
January 19, 2005, by and among Arbor Realty Trust, Inc.,
Arbor Commercial Mortgage, LLC, Arbor Realty Limited Partnership
and Arbor Realty SR, Inc. |
|
|
10 |
.2 |
|
Services Agreement, dated July 1, 2003, by and among Arbor
Realty Trust, Inc., Arbor Commercial Mortgage, LLC and Arbor
Realty Limited Partnership* |
|
|
10 |
.3 |
|
Non-Competition Agreement, dated July 1, 2003, by and among
Arbor Realty Trust, Inc., Arbor Realty Limited Partnership and
Ivan Kaufman* |
|
|
10 |
.4 |
|
Second Amended and Restated Agreement of Limited Partnership of
Arbor Realty Limited Partnership, dated January 19, 2005,
by and among Arbor Commercial Mortgage, LLC, Arbor Realty
Limited Partnership, Arbor Realty LPOP, Inc. and Arbor Realty
GPOP, Inc. |
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|
10 |
.5 |
|
Warrant Agreement, dated July 1, 2003, between Arbor Realty
Limited Partnership, Arbor Realty Trust, Inc. and Arbor
Commercial Mortgage Commercial Mortgage, LLC* |
|
|
10 |
.6 |
|
Registration Rights Agreement, dated July 1, 2003, between
Arbor Realty Trust, Inc. and Arbor Commercial Mortgage, LLC* |
|
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10 |
.7 |
|
Pairing Agreement, dated July 1, 2003, by and among Arbor
Realty Trust, Inc., Arbor Commercial Mortgage, LLC Arbor Realty
Limited Partnership, Arbor Realty LPOP, Inc. and Arbor Realty
GPOP, Inc.* |
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|
10 |
.8 |
|
2003 Omnibus Stock Incentive Plan, (as amended and restated on
July 29, 2004)* |
|
|
10 |
.9 |
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Form of Restricted Stock Agreement* |
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10 |
.10 |
|
Benefits Participation Agreement, dated July 1, 2003,
between Arbor Realty Trust, Inc. and Arbor Management, LLC* |
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|
10 |
.11 |
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Form of Indemnification Agreement* |
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|
10 |
.12 |
|
Structured Facility Warehousing Credit and Security Agreement,
dated July 1, 2003, between Arbor Realty Limited
Partnership and Residential Funding Corporation* |
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|
10 |
.13 |
|
Amended and Restated Loan Purchase and Repurchase Agreement,
dated July 12, 2004, by and among Arbor Realty Funding LLC,
as seller, Wachovia Bank, National Association, as purchaser,
and Arbor Realty Trust, Inc., as guarantor.** |
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|
10 |
.14 |
|
Master Repurchase Agreement, dated as of November 18, 2002,
by and between Nomura Credit and Capital, Inc. and Arbor
Commercial Mortgage, LLC* |
|
|
10 |
.15 |
|
Assignment and Assumption Agreement, dated as of July 1,
2003, by and between Arbor Commercial Mortgage, LLC and Arbor
Realty Limited Partnership* |
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|
10 |
.16 |
|
Subscription Agreement between Arbor Realty Trust, Inc. and
Kojaian Ventures, L.L.C.* |
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|
10 |
.17 |
|
Revolving Credit Facility Agreement, dated as of
December 7, 2004, by and between Arbor Realty Trust, Inc.,
Arbor Realty Limited Partnership and Watershed Administrative
LLC and the lenders named therein. |
28
|
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|
Exhibit |
|
|
Number |
|
Description |
|
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|
10 |
.18 |
|
Indenture, dated January 19, 2005, by and between Arbor
Realty Mortgage Securities Series 2004-1, Ltd., Arbor Realty
Mortgage Securities Series 2004-1 LLC, Arbor Realty SR, Inc. and
Lasalle Bank National Association. |
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|
10 |
.19 |
|
Note Purchase Agreement, dated January 19, 2005, by and
between Arbor Realty Mortgage Securities Series 2004-1, Ltd.,
Arbor Realty Mortgage Securities Series 2004-1 LLC and Wachovia
Capital Markets, LLC. |
|
|
31 |
.1 |
|
Certification of Chief Executive Officer pursuant to Exchange
Act Rule 13a-14 |
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|
31 |
.2 |
|
Certification of Chief Financial Officer pursuant to Exchange
Act Rule 13a-14 |
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32 |
.1 |
|
Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
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|
32 |
.2 |
|
Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
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* |
Incorporated by reference to the Registrants Registration
Statement on Form S-11 (Registration No. 333-110472), as
amended. Such registration statement was originally filed with
the Securities and Exchange Commission on November 13, 2003. |
|
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** |
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended June 30,
2004. |
|
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|
Incorporated by reference to the Registrants Annual Report
of Form 10-K for the year ended December 31, 2004. |
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized:
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|
ARBOR REALTY TRUST, INC. |
|
(Registrant) |
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|
Title: |
Chief Executive Officer |
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|
By: |
/s/ FREDERICK C. HERBST |
|
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|
|
|
Name: Frederick C. Herbst |
|
|
|
|
Title: |
Chief Financial Officer |
Date: May 13, 2005
30
EX-31.1
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Ivan Kaufman, certify that:
1. I have reviewed this quarterly report on Form 10-Q
of Arbor Realty Trust, Inc.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:
|
|
|
a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being prepared; |
|
|
b) Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and |
|
|
c) Disclosed in this report any change in the
registrants internal control over financial reporting that
occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal
control over financial reporting; and |
5. The registrants other certifying officer and I
have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants
auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):
|
|
|
a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and
report financial information; and |
|
|
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial reporting. |
|
|
|
|
Title: |
Chief Executive Officer |
Date: May 13, 2005
31
EX-31.2
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Frederick C. Herbst, certify that:
1. I have reviewed this quarterly report on Form 10-Q
of Arbor Realty Trust, Inc.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:
|
|
|
a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being prepared; |
|
|
b) Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and |
|
|
c) Disclosed in this report any change in the
registrants internal control over financial reporting that
occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal
control over financial reporting; and |
5. The registrants other certifying officer and I
have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants
auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):
|
|
|
a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and
report financial information; and |
|
|
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial reporting. |
|
|
|
|
By: |
/s/ Frederick C. Herbst |
|
|
|
|
|
Name: Frederick C. Herbst |
|
|
|
|
Title: |
Chief Financial Officer |
Date: May 13, 2005
32
EX-32.1
EXHIBIT 32.1
CERTIFICATION OF CEO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of
Arbor Realty Trust, Inc.. (the Company) for the
quarterly period ended March 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the
Report), Ivan Kaufman, as Chief Executive Officer of
the Company, hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that, to the best of his
knowledge:
|
|
|
(1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and |
|
|
(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Company. |
|
|
|
|
Title: |
Chief Executive Officer |
Date: May 13, 2005
This certification accompanies the Report pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and shall
not, except to the extent required by the Sarbanes-Oxley Act of
2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as
amended.
A signed original of this written statement required by
Section 906 of the Sarbanes-Oxley Act of 2002 has been
provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff
upon request.
EX-32.2
EXHIBIT 32.2
CERTIFICATION OF CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of
Arbor Realty Trust, Inc. (the Company) for the
quarterly period ended March 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the
Report), Frederick C. Herbst, as Chief Financial
Officer of the Company, hereby certifies, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:
|
|
|
(1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and |
|
|
(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Company. |
|
|
|
|
By: |
/s/ Frederick C. Herbst |
|
|
|
|
|
Name: Frederick C. Herbst |
|
Title: Chief Financial Officer |
Date: May 13, 2005
This certification accompanies the Report pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and shall
not, except to the extent required by the Sarbanes-Oxley Act of
2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as
amended.
A signed original of this written statement required by
Section 906 of the Sarbanes-Oxley Act of 2002 has been
provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff
upon request.