ARBOR REALTY TRUST INC - FORM 8-K - EX-99.3 - July 15, 2016

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EXHIBIT 99.3

Unaudited Pro Forma Consolidated Financial Information

        The following unaudited pro forma consolidated balance sheet is presented as if the acquisition by Arbor Realty Trust, Inc. ("ART" or the "Company") of the agency platform (the "Agency Business") of Arbor Commercial Mortgage, LLC ("ACM"), referred to herein as the "Acquisition" and described below in Note 1, had occurred on March 31, 2016. The unaudited pro forma consolidated statements of income for the three months ended March 31, 2016 and year ended December 31, 2015 are presented as if the Acquisition had occurred on January 1, 2015.

        The accompanying unaudited pro forma consolidated financial statements are based on the historical financial statements of the Company after giving pro forma effect to the Company's acquisition of ACM's Agency Business and its related assets, liabilities and personnel.

        The unaudited pro forma consolidated financial statements have been prepared using the historical consolidated financial statements of the Company and the Agency Business of ACM. The unaudited pro forma consolidated financial information, including the notes thereto, should be read in conjunction with the following historical financial statements and accompanying notes for the applicable periods:

    •
    The Company's unaudited consolidated financial statements for the three months ended March 31, 2016 included in our Quarterly Report on Form 10-Q which we filed with the SEC on May 6, 2016;

    •
    The Company's audited consolidated financial statements for the year ended December 31, 2015 included in our Annual Report on Form 10-K which we filed with the SEC on February 26, 2016;

    •
    The unaudited carve-out financial statements of the Agency Business of ACM for the three months ended March 31, 2016 included herein; and

    •
    The audited carve-out financial statements of the Agency Business of ACM for the year ended December 31, 2015 included herein.

        The unaudited pro forma consolidated financial information has been prepared by management and is based upon available information, preliminary estimates and certain assumptions that management believes are reasonable and factually supportable to reflect the effects of the Acquisition. The unaudited pro forma consolidated financial information is preliminary and is being furnished solely for informational purposes and, therefore, is not necessarily indicative of the consolidated results of operations or financial position that might have been achieved by the consolidated company for the dates or periods indicated, nor is it necessarily indicative of the results of operations or financial position of the consolidated company that may occur in the future.

        The unaudited pro forma consolidated financial statements have been prepared using the acquisition method of accounting for business combinations under accounting principles generally acceptable in the United States, or GAAP. The unaudited pro forma adjustments related to the Acquisition are preliminary and do not reflect the final purchase price of the Acquisition. The completion of the valuation, accounting for the Acquisition, the allocation of the purchase price and the impact of ongoing integration activities could cause significant differences in the purchase price and allocation of the purchase price, which may affect the value assigned to the tangible or intangible assets and amount of depreciation and amortization expense.

        The unaudited pro forma consolidated statement of income do not reflect any non-recurring revenues or charges related to integration activity that may be incurred by the Company or the Agency Business of ACM with respect to the Acquisition. The unaudited pro forma consolidated financial statements also do not reflect any cost savings or synergies that we may realize in connection with the Acquisition.


ARBOR REALTY TRUST, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of March 31, 2016

(In thousands, except share and per share data)

 
   Historical
ART 		  Historical
Agency
Business 		  Pro Forma
Adjustments 		   
   Pro Forma
Total 		 

Assets:

                              

Cash and cash equivalents

   $ 145,133   $ 42,140   $ (110,433 ) A   $ 76,840  

Restricted cash

     20,124     5,381     (381 ) B     25,124  

Loans held-for-sale

     —     267,024     3,916   C     270,940  

Loans and investments, net

     1,581,622     —     —         1,581,622  

Available-for-sale securities, at fair value

     412     4,027     —         4,439  

Investments in equity affiliates

     34,927     —     —         34,927  

Real estate owned, net

     31,698     —     —         31,698  

Real estate held-for-sale, net

     28,590     —     —         28,590  

Due from related party

     436     —     —         436  

Capitalized mortgage servicing rights, net

     —     163,769     52,090   D     215,859  

Goodwill

     —     —     20,618   E     20,618  

Intangible assets

     —     —     47,492   F     47,492  

Other assets

     29,478     8,895     —         38,373  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total assets

   $ 1,872,420   $ 491,236   $ 13,302       $ 2,376,958  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Liabilities and Equity:

                              

Credit facilities and repurchase agreements

   $ 183,926   $ 272,972   $ 283   G   $ 457,181  

Related party financing

     —     —     50,000   H     50,000  

Collateralized loan obligations

     759,734     —     —         759,734  

Senior unsecured notes

     93,956     —     —         93,956  

Junior subordinated notes

     157,305     —     —         157,305  

Mortgage note payable—real estate held-for-sale

     27,113     —     —         27,113  

Accounts payable and accrued expenses

     —     19,885     —         19,885  

Due to related party

     2,406     —     —         2,406  

Due to borrowers

     42,020     —     —         42,020  

Allowance for loss-sharing obligations

     —     29,398     —         29,398  

Other liabilities

     44,606     —     —         44,606  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total liabilities

     1,311,066     322,255     50,283         1,683,604  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Noncontrolling interest in Operating Partnership

     —     —     137,788   I     137,788  

Equity:

    
 		    
 		    
 		  

 

    
 		  

Preferred stock

     89,296     —     212   I     89,508  

Common stock, $0.01 par value

     514     —     —         514  

Additional paid-in capital

     617,921     —     —         617,921  

Accumulated deficit

     (142,632 )   —     (6,000 ) J     (148,632 )

Accumulated other comprehensive loss

     (3,745 )   —     —         (3,745 )

Invested equity

     —     168,981     (168,981 ) K     —  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total equity

     561,354     168,981     (174,769 )       555,566  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total liabilities and equity

   $ 1,872,420   $ 491,236   $ 13,302       $ 2,376,958  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

   

See accompanying notes to the Unaudited Pro Forma Consolidated Financial Statements.


ARBOR REALTY TRUST, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

For the three months ended March 31, 2016

(In thousands, except share and per share data)

 
   Historical
ART 		  Historical
Agency
Business 		  Pro Forma
Adjustments 		   
   Pro Forma
Total 		 

Interest income

   $ 25,818   $ 3,043   $ —       $ 28,861  

Interest expense

     12,749     2,003     1,011   L     15,763  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net interest income

     13,069     1,040     (1,011 )       13,098  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Other revenue:

                              

Property operating income

    
5,332		    
—		    
—		        
5,332		  

Fee-based services, including gain on sales, net

     —     13,309     —         13,309  

Originated mortgage servicing rights

     —     15,811     —         15,811  

Servicing revenue, net

     —     9,237     (1,760 ) M     7,477  

Other income, net

     90     —     —         90  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total other revenue

     5,422     38,357     (1,760 )       42,019  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Other expenses:

                              

Employee compensation and benefits

    
4,328		    
14,338		    
(1,577
)

N

    
17,089		  

Selling and administrative

     5,765     3,296     (3,315 ) O     5,746  

Property operating expenses

     4,317     —     —         4,317  

Depreciation and amortization

     878     —     2,226   P     3,104  

Provision for loss sharing

     —     1,045     —         1,045  

Provision for loan losses (net of recoveries)

     (15 )   —     —         (15 )

Management fee—related party

     2,700     —     1,557   Q     4,257  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total other expenses

     17,973     18,679     (1,109 )       35,543  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Income from operations, net

     518     20,718     (1,662 )       19,574  

Gain on sale of real estate

     608     —     —         608  

Income from equity affiliates

     1,897     —     —         1,897  

Provision for income taxes

     —     —     (2,300 ) R     (2,300 )
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net income

     3,023     20,718     (3,962 )       19,779  

Preferred stock dividends

     1,888     —     —         1,888  

Net income attributable to noncontrolling interest

     —     —     5,255         5,255  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net income attributable to common stockholders

   $ 1,135   $ 20,718   $ (9,217 )     $ 12,636  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Basic earnings per common share

   $ 0.02                   $ 0.25  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Diluted earnings per common share

   $ 0.02                   $ 0.25  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Weighted average number of shares of common stock outstanding:

                              

Basic

     51,045,219           —         51,045,219  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Diluted

     51,095,128           21,230,769   S     72,325,897  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

   

See accompanying notes to the Unaudited Pro Forma Consolidated Financial Statements.


ARBOR REALTY TRUST, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

For the year ended December 31, 2015

(In thousands, except share and per share data)

 
   Historical
ART 		  Historical
Agency
Business 		  Pro Forma
Adjustments 		   
   Pro Forma
Total 		 

Interest income

   $ 106,769   $ 10,126   $ —       $ 116,895  

Other interest income, net

     7,884     —     —         7,884  

Interest expense

     49,720     7,070     3,750   T     60,540  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net interest income

     64,933     3,056     (3,750 )       64,239  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Other revenue:

                              

Property operating income

    
27,666		    
—		    
—		        
27,666		  

Fee-based services, including gain on sales, net

     —     51,317     —         51,317  

Originated mortgage servicing rights

     —     47,614     —         47,614  

Servicing revenue, net

     —     27,822     (7,039 ) U     20,783  

Other income, net

     270     —     —         270  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total other revenue

     27,936     126,753     (7,039 )       147,650  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Other expenses:

                              

Employee compensation and benefits

    
17,500		    
54,616		    
(5,835
)

V

    
66,281		  

Selling and administrative

     12,526     14,626     (3,515 ) W     23,637  

Property operating expenses

     23,238     —     —         23,238  

Depreciation and amortization

     5,436     —     8,876   X     14,312  

Provision for loss sharing

     —     3,785     —         3,785  

Provision for loan losses (net of recoveries)

     4,467     —     —         4,467  

Management fee—related party

     10,900     —     5,343   Y     16,243  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total other expenses

     74,067     73,027     4,869         151,963  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Income from operations, net

     18,802     56,782     (15,658 )       59,926  

Gain on acceleration of deferred income

     19,172     —     —         19,172  

Loss on termination of swaps

     (4,630 )   —     —         (4,630 )

Gain on sale of real estate

     7,784     —     —         7,784  

Income from equity affiliates

     12,301     —     —         12,301  

Provision for income taxes

     —     —     (6,300 ) Z     (6,300 )
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net income

     53,429     56,782     (21,958 )       88,253  

Preferred stock dividends

     7,554     —     —         7,554  

Net income attributable to noncontrolling interest

     —     —     23,767         23,767  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Net income attributable to common stockholders

   $ 45,875   $ 56,782   $ (45,725 )     $ 56,932  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Basic earnings per common share

   $ 0.90                   $ 1.12  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Diluted earnings per common share

   $ 0.90                   $ 1.12  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Weighted average number of shares of common stock outstanding:

                              

Basic

     50,857,750           —         50,857,750  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Diluted

     51,007,328           21,230,769   AA     72,238,097  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

   

See accompanying notes to the Unaudited Pro Forma Consolidated Financial Statements.


NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Transaction

        On February 25, 2016, the Company entered into an asset purchase agreement ("Asset Purchase Agreement") to acquire the Agency Business of ACM. ACM is the Company's external manager and a related party to the Company. On July 14, 2016, the Company completed the Acquisition of the Agency Business for $276.0 million. The purchase price was paid with $138.0 million in stock, $88.0 million in cash and with the issuance of a $50.0 million seller financing instrument. The equity component of the purchase price consists of 21.23 million operating partnership units which are redeemable for cash, or at the Company's option, for shares of the Company's common stock on a one-for-one basis ("OP Units"), and was based on a stock price of $6.50 per share. Each of the OP Units was paired with a share of newly designated special voting preferred stock of the Company which entitles ACM to one vote per share on any matter submitted to a vote of the Company's stockholders. The OP Units are entitled to receive distributions if and when the Company's Board of Directors authorizes and declares common stock distributions. The purchase price is subject to potential adjustment based on changes in the value of ACM's servicing portfolio acquired on the closing date. All of the ACM employees directly related to the Agency Business (approximately 240 employees) are part of the Company as of the closing.

        The Agency Business of ACM is comprised of its (i) underwriting, originating, selling and servicing multifamily mortgages under the Federal National Mortgage Association ("FNMA") delegated underwriting and servicing ("DUS"), U.S. Department of Housing and Urban Development ("HUD")/Federal Housing Administration ("FHA"), Government National Mortgage Association ("GNMA"), Federal Home Loan Mortgage Corporation ("Freddie Mac") and conduit/commercial mortgage-backed securities ("CMBS") programs, and (ii) certain assets and liabilities related to the Agency Business primarily consisting of the mortgage servicing rights related to the agency servicing portfolio, agency loans held for sale, warehouse financing of agency loans held for sale and other assets and liabilities directly related to the Agency Business.

        In addition, pursuant to the Asset Purchase Agreement, ACM has provided a two year option for the Company to purchase the existing management contract and fully internalize the Company's management structure for $25.0 million (increasing to $27.0 million in the second year). The exercise of this option is at the discretion of the special committee of the Company's board of directors, which has no obligation to exercise its option.

        The sources for the Acquisition purchase price are as follows (in thousands):

Issuance of 21,230,769 OP Units at $6.50 per share

   $ 138,000  

Cash on hand

     88,000  

Borrowings from seller financing

     50,000  
​ ​ ​ ​ ​

Total Sources

   $ 276,000  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​

Note 2—Fair Value of Assets Acquired, Liabilities Assumed and Calculation of Goodwill.

        The total purchase price has been allocated in the accompanying unaudited pro forma consolidated financial statements based upon (i) the amounts reported in the historical carve-out financial statements of the Agency Business of ACM for any assets that are reported at fair value in accordance with ACM's historical accounting policies, or (ii) management's preliminary estimates of fair value. The preliminary allocation of the Agency Business's tangible and intangible assets and


NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Fair Value of Assets Acquired, Liabilities Assumed and Calculation of Goodwill. (Continued)

liabilities under this methodology as if the Acquisition occurred on March 31, 2016, is as follows (in thousands):

Assets Acquired

        

Cash and cash equivalents

   $ 42,140  

Less: Working capital adjustment

     (16,433 )

Restricted cash

     5,381  

Less: FNMA restricted cash

     (381 )

Loans held-for-sale

     270,940  

Investments available-for-sale

     4,027  

Capitalized mortgage servicing rights, net

     215,859  

Finite-lived intangible assets (a)

     40,012  

Infinite-lived intangible assets (a)

     7,480  

Other assets

     8,895  

Liabilities Assumed

        

Credit facilities and repurchase agreements

     (273,255 )

Accounts payable and accrued expenses

     (19,885 )

Allowance for loss-sharing obligations

     (29,398 )
​ ​ ​ ​ ​

Net assets acquired

   $ 255,382  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​
(a)
The following table summarizes the estimated fair values of the Company's identifiable intangible assets, their estimated useful lives and amortization expense under the straight line method, if applicable (dollars in thousands):

 
   Estimated
Fair Value 		  Estimated
Useful Life
in Years 		  3 Mos. Ended
Mar. 31, 2016
Amortization
Expense 		  Annual 2015
Amortization
Expense 		 

Finite-lived intangible assets:

                          

Broker relationships

   $ 35,709     5.0   $ 1,786   $ 7,144  

Borrower relationships

     4,303     5.0     215     860  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  $ 40,012     5.0   $ 2,001   $ 8,004  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Infinite-lived intangible assets:

                          

FNMA DUS license

   $ 6,324                    

Freddie Mac Program Plus license

     578                    

FHA license

     578                    
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

  $ 7,480                    
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

        These preliminary estimates of fair value and estimated useful lives will likely differ from final amounts that will be calculated after completing a detailed valuation analysis, and the difference could have a material impact on the accompanying unaudited pro forma consolidated financial statements. A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the balance of goodwill of approximately $4.7 million and annual amortization expense of approximately $0.8 million.

        Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. This determination of


NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2—Fair Value of Assets Acquired, Liabilities Assumed and Calculation of Goodwill. (Continued)

goodwill is preliminary, and is subject to change when the evaluation is complete. A preliminary determination of the goodwill is as follows (in thousands):

Total purchase price

   $ 276,000  

Preliminary estimate of the fair value of net assets acquired

     (255,382 )
​ ​ ​ ​ ​

Goodwill

   $ 20,618  
​ ​ ​ ​ ​

Note 3—Pro Forma Adjustments

        The pro forma adjustments included in the accompanying information do not reflect the final Acquisition purchase price. The allocation of consideration transferred to the various tangible and intangible assets acquired and liabilities assumed is preliminary and is subject to change.

Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2016:

    A)
    To reflect the cash consideration payment of $88.0 million upon consummation of the Acquisition. Adjustment also reflects a $16.4 million reduction to the ACM cash balance pursuant to the terms of the excess working capital adjustment outlined in the Asset Purchase Agreement. Additionally, adjustment reflects a $6.0 million reduction representing the estimated remaining transaction costs related to the Acquisition at March 31, 2016.

    B)
    To reflect $0.4 million of cash posted as collateral under the FNMA DUS program refunded to ACM. As per the Asset Purchase Agreement, ACM is entitled to any FNMA restricted cash less than or equal to $2.5 million.

    C)
    To reflect the fair value adjustment necessary to write-up Loans held-for-sale to equal the independent third party estimated fair value of $270.9 million at March 31, 2016.

    D)
    To reflect the preliminary fair value adjustment necessary to write-up Capitalized mortgage servicing rights, net to equal the independent third party estimated fair value of $215.9 million at March 31, 2016. The fair value adjustment includes estimated capitalized mortgage servicing rights of $6.6 million related to the Agency Business of ACM's loans held-for-sale at March 31, 2016.

    E)
    To reflect the establishment of goodwill of $20.6 million estimated as a result of the preliminary purchase price allocation detailed above.

    F)
    To reflect the preliminary purchase price allocation recognition of certain intangible assets including broker and borrower relationships and all GSE licenses (see Note 2 above).

    G)
    To reflect the fair value adjustment necessary to write-up Credit facilities and repurchase agreements to equal the independent third party estimated fair value of $273.3 million at March 31, 2016.

    H)
    To reflect the financing of $50.0 million upon consummation of the Acquisition. In connection with the closing of the Acquisition, a subsidiary of the Company entered into a $50.0 million financing with ACM, which was used to satisfy a portion of the cash component of the purchase price. This debt has a five year maturity with an interest pay rate of 7% for the first six months, 8% for the next year, and increasing by 1% per annum thereafter. Additionally, after 18 months the principal balance due is scheduled to increase over time with $62.5 million due if the debt remained outstanding until the end of the five-year term.

    I)
    To reflect the value of the 21.23 million OP Units issued at an offering price of $6.50 per share to raise the $138.0 million of capital needed ($276.0 million purchase price of which


NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3—Pro Forma Adjustments (Continued)

      $138.0 million is in cash and $138.0 million is in stock). Each of these OP Units are paired with one share of the Company's Special Voting Preferred Stock having a par value of $0.01 per share and entitling ACM to one vote on any matter submitted to the Company's stockholders.

    J)
    To reflect $6.0 million of estimated remaining transaction costs related to the Acquisition (see Note A).

    K)
    To reflect the elimination of the ACM Agency Business's Invested equity balance in consolidation.

Unaudited Pro Forma Consolidated Statement of Income for the Three Months Ended March 31, 2016:

    L)
    To reflect the additional interest expense associated with the financing of $50.0 million upon consummation of the Acquisition (see Note H above). The debt has an interest pay rate of 7% for the first six months and 8% for the following year. The adjustment of $1.0 million is based on the $50.0 million principal balance and an interest rate of 8%.

    M)
    To reflect an increase in amortization of originated mortgage servicing rights based on a projected fair value adjustment to Capitalized mortgage servicing rights, net on the balance sheet over the estimated life of approximately 7.4 years.

    N)
    To reflect the reallocation of compensation related to certain employees based on the portion of their allocable time spent working on the ACM Agency Business, which was previously recorded in Employee compensation and benefits on the historical financial statements of the ACM Agency Business. As a result of the Acquisition, these employees will be retained by ACM and their allocable portion of time spent working on the ACM Agency Business will be charged through the Management fee (see Note Q below).

    O)
    To reflect a $3.1 million decrease for non-recurring, one-time transaction costs recorded by the Company in the first quarter of 2016 related to the Acquisition. Additionally, the adjustment includes a $0.2 million decrease related to the reclassification of depreciation (see Note P below). These decreases were partially offset by a less than $0.1 million reallocation of the Selling and administrative portion of the Management fee (see Note Q below). The pro forma adjustment represents the increase in Selling and administrative expenses related to non-compensation costs (i.e. rent, utilities) that are captured within the Management fee.

    P)
    To reflect a $2.0 million increase in amortization of intangibles calculated as the pro forma adjustment to certain intangible assets on the balance sheet (see Note F above) divided by the useful life of those assets in years. The useful life is estimated as five years for both broker and borrower relationships. All other intangible assets, such as all GSE licenses are considered to have an indefinite life and are not subject to amortization. Additionally, adjustment reflects $0.2 million related to the reclassification of Depreciation from Selling and administrative expenses. Depreciation was originally recorded as part of Selling and administrative expenses on the ACM Agency Business's historical financial statements.

    Q)
    To reflect the reallocation of Compensation and Selling and administrative expenses (see Notes N & O above), resulting in a net increase to the Management fee upon consolidation.


NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3—Pro Forma Adjustments (Continued)

    R)
    To reflect the estimated income tax provision of $2.3 million related to the ACM Agency Business historical net income for the first quarter of 2016, which represents an estimated effective tax rate for the ACM Agency Business of approximately 11%.

    S)
    To reflect the issuance of 21.23 million OP Units in connection with the Acquisition (see Note I above).

Unaudited Pro Forma Consolidated Statement of Income for the Year Ended December 31, 2015:

    T)
    To reflect the additional interest expense associated with the financing of $50.0 million upon consummation of the Acquisition (see Note H above). The debt has an interest pay rate of 7% for the first six months and 8% for the following year. The adjustment of $3.8 million is based on the $50.0 million principal balance and an average interest rate of 7.5%.

    U)
    To reflect an increase in amortization of originated mortgage servicing rights based on a projected fair value adjustment to Capitalized mortgage servicing rights, net on the balance sheet over the estimated life of approximately 7.4 years.

    V)
    To reflect the reallocation of compensation related to certain employees based on the portion of their allocable time spent working on the ACM Agency Business, which was previously recorded in Employee compensation and benefits on the historical financial statements of the ACM Agency Business. As a result of the Acquisition, these employees will be retained by ACM and their allocable portion of time spent working on the ACM Agency Business will be charged through the Management fee (see Note Y below).

    W)
    To reflect a $3.1 million decrease for non-recurring, one-time transaction costs recorded by the Company in 2015 related to the Acquisition. Additionally, the adjustment includes a $0.9 million decrease related to the reclassification of depreciation (see Note X below). These decreases were partially offset by a $0.5 million reallocation of the Selling and administrative portion of the Management fee (see Note Y below). The pro forma adjustment represents the increase in Selling and administrative expenses related to non-compensation costs (i.e. rent, utilities) that are captured within the Management fee.

    X)
    To reflect an $8.0 million increase in amortization of intangibles calculated as the pro forma adjustment to certain intangible assets on the balance sheet divided by the useful life of those assets in years. The useful life is estimated as five years for both broker and borrower relationships. All other intangible assets, such as all GSE licenses are considered to have an indefinite life and are not subject to amortization. Additionally, adjustment reflects $0.9 million related to the reclassification of Depreciation from Selling and administrative expenses. Depreciation was originally recorded as part of Selling and administrative expenses on the ACM Agency Business's historical financial statements.

    Y)
    To reflect the reallocation of Compensation and Selling and administrative expenses (see Notes V & W above), resulting in a net increase to the Management fee upon consolidation.

    Z)
    To reflect the estimated income tax provision of $6.3 million related to the ACM Agency Business historical net income for 2015, which represents an estimated effective tax rate for the ACM Agency Business of approximately 11%.

    AA)
    To reflect the issuance of 21.23 million OP Units in connection with the Acquisition (see Note I above).



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Unaudited Pro Forma Consolidated Financial Information
ARBOR REALTY TRUST, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET As of March 31, 2016 (In thousands, except share and per share data)
ARBOR REALTY TRUST, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME For the three months ended March 31, 2016 (In thousands, except share and per share data)
ARBOR REALTY TRUST, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME For the year ended December 31, 2015 (In thousands, except share and per share data)
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

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