EX-99.7 10 dex997.htm SECOND QUARTER 2006 QUARTERLY REPORT ITEM 1 Second Quarter 2006 Quarterly Report Item 1

Exhibit 99.7

RAIT FINANCIAL TRUST

AND SUBSIDIARIES

INDEX TO QUARTERLY REPORT

ON FORM 10-Q

 

     PAGE

PART I. FINANCIAL INFORMATION

   2

ITEM 1. FINANCIAL STATEMENTS

   2

Consolidated Balance Sheets at June 30, 2006 (unaudited) and December 31, 2005

   2

Consolidated Statements of Income (unaudited) for the three and six months ended June 30, 2006 and 2005

   3

Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2006 and 2005

   4

Notes to Consolidated Financial Statements — June 30, 2006 (unaudited)

   5

Report of Independent Registered Public Accounting Firm

   19


PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

RAIT FINANCIAL TRUST

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

    

JUNE 30, 2006

(UNAUDITED)

  

DECEMBER 31,

2005

 
ASSETS      

Cash and cash equivalents

   $ 15,229,266    $ 71,419,877  

Restricted cash

     35,669,786      20,892,402  

Accrued interest receivable

     14,475,190      13,127,801  

Real estate loans, net

     870,876,459      714,428,071  

Unconsolidated real estate interests

     41,966,842      40,625,713  

Consolidated real estate interests

     47,429,106      44,958,407  

Consolidated real estate interests held for sale

     10,322,287      104,339,564  

Furniture, fixtures and equipment, net

     606,009      590,834  

Prepaid expenses and other assets

     13,774,507      13,314,758  

Goodwill

     887,143      887,143  
               

Total assets

   $ 1,051,236,595    $ 1,024,584,570  
               
LIABILITIES AND SHAREHOLDERS’ EQUITY      

Liabilities:

     

Accounts payable and accrued liabilities

   $ 5,968,903    $ 3,225,997  

Accrued interest payable

     2,258,187      2,178,315  

Tenant security deposits

     4,185      3,185  

Dividends payable

     17,428,889      —    

Borrowers’ escrows

     28,284,368      15,981,762  

Senior indebtedness relating to loans

     64,000,000      66,500,000  

Long-term debt secured by consolidated real estate interests

     30,946,556      959,442  

Liabilities underlying consolidated real estate interests held for sale

     7,125,055      63,641,400  

Unsecured line of credit

     267,000,000      240,000,000  

Secured lines of credit

     13,000,000      22,400,000  
               

Total liabilities

   $ 436,016,143    $ 414,890,101  

Minority interest

     449,303      459,684  

Shareholders’ equity:

     

Preferred shares, $.01 par value; 25,000,000 shares authorized; 7.75% Series A cumulative redeemable preferred shares, liquidation preference $25.00 per share; 2,760,000 shares issued and outstanding

     27,600      27,600  

8.375% Series B cumulative redeemable preferred shares, liquidation preference $25.00 per share; 2,258,300 shares issued and outstanding

     22,583      22,583  

Common shares, $.01 par value; 200,000,000 authorized shares; issued and outstanding 28,111,111 and 27,899,065 shares

     281,111      278,991  

Additional paid-in-capital

     606,277,814      602,919,108  

Retained earnings

     8,162,041      6,250,150  

Loans for stock options exercised

     —        (263,647 )
               

Total shareholders’ equity

   $ 614,771,149    $ 609,234,785  
               

Total liabilities and shareholders’ equity

   $ 1,051,236,595    $ 1,024,584,570  
               

The accompanying notes are an integral part of these consolidated financial statements.

 

2


RAIT FINANCIAL TRUST

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

    

FOR THE THREE MONTHS

ENDED JUNE 30,

   

FOR THE SIX MONTHS

ENDED JUNE 30,

 
     2006     2005     2006     2005  

REVENUES

        

Interest income

   $ 22,463,584     $ 19,634,961     $ 42,033,966     $ 38,610,151  

Rental income

     3,154,672       3,116,077       6,707,367       6,155,231  

Fee income and other

     2,225,537       2,085,676       7,886,761       2,997,108  

Investment income

     1,115,700       1,722,800       2,309,988       2,946,863  
                                

Total revenues

     28,959,493       26,559,514       58,938,082       50,709,353  
                                

COSTS AND EXPENSES

        

Interest

     6,961,220       3,274,497       12,353,791       4,871,820  

Property operating expenses

     1,676,008       1,693,626       3,624,233       3,461,145  

Salaries and related benefits

     1,793,466       1,244,207       3,671,452       2,494,556  

General and administrative

     891,522       1,258,783       2,063,218       2,119,839  

Depreciation and amortization

     305,762       297,543       610,133       590,690  
                                

Total costs and expenses

     11,627,978       7,768,656       22,322,827       13,538,050  
                                

Net operating income

   $ 17,331,515     $ 18,790,858     $ 36,615,255     $ 37,171,303  

Non-operating interest income

     303,032       138,959       652,502       233,542  

Minority interest

     (5,425 )     (5,266 )     (10,139 )     (15,255 )
                                

Net income from continuing operations

     17,629,122       18,924,551       37,257,618       37,389,590  

Gain from discontinued operations

     2,788,663       —         2,788,663       —    

Net income from discontinued operations

     410,816       284,896       1,352,359       708,990  
                                

Net income

   $ 20,828,601     $ 19,209,447     $ 41,398,640     $ 38,098,580  

Dividends attributed to preferred shares

     2,518,955       2,518,955       5,037,910       5,037,910  
                                

Net income available to common shareholders

   $ 18,309,646     $ 16,690,492     $ 36,360,730     $ 33,060,670  
                                

Net income from continuing operations per common share-basic

   $ 0.55     $ 0.64     $ 1.15     $ 1.27  

Net income from discontinued operations per common share-basic

     0.11       0.01       0.15       0.02  
                                

Net income per common share basic

   $ 0.66     $ 0.65     $ 1.30     $ 1.29  
                                

Net income from continuing operations per common share-diluted

   $ 0.54     $ 0.64     $ 1.15     $ 1.26  

Net income from discontinued operations per common share-diluted

     0.11       0.01       0.15       0.02  
                                

Net income per common share diluted

   $ 0.65     $ 0.65     $ 1.30     $ 1.28  
                                

The accompanying notes are an integral part of these consolidated financial statements.

 

3


RAIT FINANCIAL TRUST

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

    

FOR THE SIX MONTHS

ENDED JUNE 30,

 
     2006     2005  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   $ 41,398,640     $ 38,098,580  

Adjustments to reconcile net income to net cash provided by operating activities: Minority interest

     10,139       15,255  

Gain from discontinued operations

     (2,788,663 )     —    

Depreciation and amortization

     908,278       2,112,070  

Accretion of loan discounts

     (13,391 )     (5,863,556 )

Amortization of debt costs

     797,587       317,031  

Deferred compensation

     75,514       263,124  

Employee bonus shares

     —         21,895  

Decrease in tenant escrows

     —         44,332  

Increase in accrued interest receivable

     (2,321,445 )     (7,007,574 )

Increase in prepaid expenses and other assets

     (907,049 )     (2,370,718 )

Increase (decrease) in accounts payable and accrued liabilities

     2,721,620       (1,179,142 )

Increase in accrued interest payable

     78,351       1,003,263  

Increase (decrease) in tenant security deposits

     1,000       (7,866 )

(Increase) decrease in borrowers’ escrows

     (2,474,778 )     24,234  
                

Net cash provided by operating activities

     37,485,803       25,470,928  
                

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchase of furniture, fixtures and equipment

     (87,819 )     (36,651 )

Real estate loans purchased

     (30,280,646 )     (4,250,000 )

Real estate loans originated

     (386,701,808 )     (223,487,652 )

Principal repayments from real estate loans

     255,706,989       110,812,056  

Repayments from unconsolidated real estate interests

     —         8,000,000  

Release (collection) of escrows held to fund expenditures for consolidated real estate Interests

     521,610       (183,313 )

Collection of escrows held to fund expenditures for consolidated real estate interests held for sale

     (23,249 )     (1,272 )

Investment in consolidated real estate interests

     (3,520,077 )     (428,679 )

Distributions paid by consolidated real estate interests held for sale

     (20,520 )     (30,780 )

Investment in unconsolidated real estate interests

     (1,341,129 )     (8,025,913 )

Investment in consolidated real estate interests held for sale

     (42,669 )     (2,867,539 )

Proceeds from disposition of consolidated real estate interests held for sale

     45,515,539       —    
                

Net cash used in investing activities

     (120,273,779 )     (120,499,743 )
                

CASH FLOWS FROM FINANCING ACTIVITIES

    

Principal repayments on senior indebtedness

     (2,500,540 )     (91,293 )

Principal repayments on long-term debt

     (92,781 )     (529,226 )

Proceeds of senior indebtedness

     —         96,500,000  

Proceeds of long term debt

     30,000,000       —    

(Repayments) advances on secured lines of credit

     (9,400,000 )     25,424,447  

Advances on unsecured lines of credit

     27,000,000       —    

Payment of preferred dividends

     (5,037,910 )     (5,037,910 )

Payment of common dividends

     (16,920,363 )     (15,272,439 )

Issuance of common shares, net

     3,285,312       151,245  

Principal payments on loans for stock options exercised

     263,647       237,637  
                

Net cash provided by financing activities

     26,597,365       101,382,461  
                

NET CHANGE IN CASH AND CASH EQUIVALENTS

     (56,190,611 )     6,353,646  
                

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

     71,419,877       13,331,373  
                

CASH AND CASH EQUIVALENTS, END OF PERIOD

   $ 15,229,266     $ 19,685,019  
                

The accompanying notes are an integral part of these consolidated financial statements.

 

4


RAIT FINANCIAL TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2006

(UNAUDITED)

NOTE 1 — BASIS OF PRESENTATION

In the opinion of management, these unaudited financial statements contain all disclosures which are necessary to present fairly RAIT Financial Trust’s (the “Company”) consolidated financial position at June 30, 2006, its results of operations for the three and six months ended June 30, 2006 and 2005 and its cash flows for the six months ended June 30, 2006 and 2005. The financial statements include all adjustments (consisting only of normal recurring adjustments) which in the opinion of management are necessary in order to present fairly the financial position and results of operations for the interim periods presented. Certain information and footnote disclosures normally included in financial statements under accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 as updated by the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2006. Certain reclassifications have been made to the consolidated financial statements as of December 31, 2005 and for the three and six months ended June 30, 2005 to conform to the presentation as of and for the three and six months ended June 30, 2006.

SHARE BASED COMPENSATION

Effective January 1, 2006, the Company has adopted FASB Statement No. 123 (R), “Share-Based Payment”. Statement 123 (R) requires that compensation cost relating to share-based payment transactions be recognized in financial statements. The cost is measured based on the fair value of the equity or liability instruments issued.

Statement 123 (R) replaces FASB Statement No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting For Stock Issued to Employees”. Statement 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. The impact of Statement 123 (R), if it had been in effect, on the net earnings and related per share amounts for the years ended December 31, 2005, 2004 and 2003 was disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2005.

Because the Company adopted Statement 123 (R) using the modified prospective transition method, prior periods have not been restated. Under this method, the Company is required to record compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding as of the beginning of the period of adoption. The Company measured share-based compensation cost using the Black-Scholes option pricing model for stock option grants prior to January 1, 2006 and anticipates using this pricing model for future grants. The Company did not grant options in the three or six months ended June 30, 2006.

 

5


Share-based compensation of $5,500 and $11,000 (less than $.01 per share) was recognized for the three and six months ended June 30, 2006, which related to the unvested portion of options to acquire the Company’s common shares of beneficial interest (the “Common Shares”) granted prior to January 1, 2006. Reported net income, adjusting for share-based compensation that would have been recognized in the three and six months ended June 30, 2005 if Statement 123 (R) had been followed in that quarter is presented in the following table:

 

    

FOR THE

THREE MONTHS

ENDED

JUNE 30,

   

FOR THE

SIX MONTHS

ENDED

JUNE 30,

 
     2005     2005  

Net income available to common shareholders, as reported

   $ 16,690,000     $ 33,061,000  

Less: stock based compensation determined under fair value based method for all awards

     (7,000 )     (14,000 )
                

Pro forma net income

   $ 16,683,000     $ 33,047,000  
                

Net income per share — basic

   $ 0.65     $ 1.29  

as reported pro forma

   $ 0.65     $ 1.29  

Net income per share — diluted

   $ 0.65     $ 1.28  

as reported pro forma

   $ 0.65     $ 1.28  

The adoption of Statement 123 (R) did not change the way that the Company has accounted for stock awards in prior periods and therefore no such change is reflected in the pro forma table above. The Company expenses the fair value of stock awards determined at the grant date on a straight-line basis over the vesting period of the award.

VARIABLE INTEREST ENTITIES

The Company has adopted Financial Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities” and revised FIN 46 (“FIN 46(R)”). In doing so, the Company has evaluated its various interests to determine whether they are in variable interest entities. These variable interests are primarily subordinated financings in the form of mezzanine loans or unconsolidated real estate interests. The Company has identified 23 and 24 variable interests having an aggregate book value of $130.1 million and $180.8 million that it held as of June 30, 2006 and December 31, 2005, respectively. For one of these variable interests, with a book value of $41.1 million at June 30, 2006, the Company determined that the Company is the primary beneficiary and such variable interest is included in the Company’s consolidated financial statements.

The variable interest entity consolidated by the Company is the borrower under a first mortgage loan secured by a 594,000 square foot office building in Milwaukee, Wisconsin. The Company purchased the first mortgage loan in June 2003 (face value and underlying collateral value are both in excess of $40.0 million) for $26.8 million. At the time the Company purchased the loan, the Company determined that the entity that owned the property was not a variable interest entity.

Prior to the loan’s maturity date, in August 2004, the Company entered into a forbearance agreement with the borrower that provided that the Company will take no action with regard to foreclosure or sale of the building for a period of three years, with two one-year extension options, subject to the Company’s approval. The agreement also gives the Company operational and managerial control of the property with the owner relinquishing any right to participate. The Company also agreed to make additional loan advances to fund certain outstanding fees and commissions (some of which fees are owed to an affiliate of the owner), and to fund shortfalls in operating cash flow, if necessary, during the forbearance period. The loan remains outstanding in its full amount and, aside from extending the maturity date of the loan, no other terms were adjusted.

The Company concluded that entering into the forbearance agreement is a triggering event under FIN 46(R) and thus the variable interest must be reconsidered. Because the actual owner of the property no longer had a controlling financial interest in the property and the Company had the obligation to make additional advances under the Company’s loan to fund any potential losses, the Company determined that the borrower is a variable interest entity and that the Company is the primary beneficiary due to the Company absorbing the majority of the probability weighted expected losses, as defined in FIN 46(R). The Company continues to hold a valid and enforceable first mortgage and the value of the property exceeds the Company’s carrying value of the loan. However, as the primary beneficiary, the Company is required to consolidate this variable interest entity pursuant to FIN 46(R).

 

6


The Company’s consolidated financial statements as of and for the three and six months ended June 30, 2006 include the assets, liabilities, and results of operations of the variable interest entity, which are summarized below:

 

    

AS OF AND

FOR THE THREE MONTHS

ENDED JUNE 30, 2006

  

AS OF AND

FOR THE SIX MONTHS

ENDED JUNE 30, 2006

Total assets

   $ 50,396,161    $ 50,396,161
             

Total liabilities

   $ 556,424    $ 556,424
             

Total income

   $ 2,296,675    $ 4,969,486

Total expense

     1,629,544      3,135,468
             

Net income

   $ 667,131    $ 1,834,018
             

NOTE 2 — CONSOLIDATED STATEMENT OF CASH FLOWS

For the purpose of reporting cash flows, cash and cash equivalents include non-interest earning deposits and interest earning deposits. Cash paid for interest was $15.5 million and $6.0 million for the six months ended June 30, 2006 and 2005, respectively.

Dividends declared during the second quarter of 2006 and 2005, but not paid until July 2006 and 2005, were $17.4 million and $15.6 million, respectively.

NOTE 3 — RESTRICTED CASH AND BORROWERS’ ESCROWS

Restricted cash and borrowers’ escrows represent borrowers’ funds held by the Company to fund certain expenditures or to be released at the Company’s discretion upon the occurrence of certain pre-specified events, and to serve as additional collateral for borrowers’ loans.

NOTE 4 — REAL ESTATE LOANS

The Company’s portfolio of real estate loans consisted of the following at June 30, 2006 and December 31, 2005:

 

    

June 30, 2006

(unaudited)

   

December 31,

2005

 

First mortgages

   $ 551,667,857     $ 424,098,275  

Mezzanine loans

     321,052,788       291,158,720  
                

Subtotal

     872,720,645       715,256,995  

Unearned fees

     (1,618,029 )     (602,767 )

Less: Allowance for loan losses

     (226,157 )     (226,157 )
                

Real estate loans, net

     870,876,459       714,428,071  

Less: Senior indebtedness related to loans

     (64,000,000 )     (66,500,000 )
                

Real estate loans, net of senior indebtedness

   $ 806,876,459     $ 647,928,071  
                

The following is a summary description of the assets contained in the Company’s portfolio of real estate loans as of June 30, 2006:

 

TYPE OF LOAN

  

NUMBER

OF LOANS

  

AVERAGE

LOAN TO

VALUE (1)

   

RANGE OF LOAN

YIELDS (2)

    RANGE OF
MATURITIES

First mortgages

   37    77 %   7.0% – 17.0 %   8/10/06 – 7/18/09

Mezzanine loans

   93    84 %   10.0% – 17.0 %   9/16/06 – 5/1/21

(1) Calculated as the sum of the outstanding balance of the Company’s loan and senior loan (if any) divided by the current appraised value of the underlying collateral.

 

(2) The Company’s calculation of loan yield includes points charged.

 

7


The properties underlying the Company’s portfolio of real estate loans consisted of the following types as of June 30, 2006 and December 31, 2005:

 

     JUNE 30, 2006     DECEMBER 31, 2005  
      PRINCIPAL
AMOUNT
   PERCENTAGE    

PRINCIPAL

AMOUNT

   PERCENTAGE  

Multi-family

   $ 411.4 million    47 %   $ 351.0 million    49 %

Office

     181.4 million    21 %     146.2 million    20 %

Retail and other

     279.9 million    32 %     218.0 million    31 %
                          

Total

   $ 872.7 million    100 %   $ 715.2 million    100 %
                          

As of June 30, 2006, the maturities of the Company’s real estate loans in the remainder of 2006, in each year through 2010, and the aggregate maturities thereafter are as follows:

 

2006

   $ 279,756,538

2007

     224,029,988

2008

     99,137,524

2009

     38,106,886

2010

     11,530,169

Thereafter

     220,159,540
      

Total

   $ 872,720,645
      

Senior indebtedness relating to loans arises when the Company sells a participation or other interest in one of its first mortgages or mezzanine loans to another lender. These participations and interests rank senior to the Company’s right to repayment under the relevant mortgage or loan in various ways. As of June 30, 2006 and December 31, 2005, senior indebtedness relating to loans consisted of the following:

 

    

June 30, 2006

(unaudited)

  

December 31,

2005

Senior loan participation, secured by Company’s interest in a first mortgage loan with a book value of $12,786,014 and $12,782,840 at June 30, 2006 and December 31, 2005, respectively, payable interest only at LIBOR plus 250 basis points (7.86% at June 30, 2006) due monthly, principal balance due October 31, 2006

   $ 5,000,000    $ 5,000,000

Term loan payable, secured by Company’s interest in a first mortgage loan with a principal balance of $9,000,000 at June 30, 2006 and December 31, 2005, payable interest only at 4.5% due monthly, principal balance due September 29, 2006 (1)

     6,500,000      6,500,000

Term loan payable, secured by Company’s interest in a first mortgage loan with a principal balance of $9,000,000 at June 30, 2006 and December 31, 2005, payable interest only at 5.5% due monthly, principal balance due September 29, 2006 (1)

     1,500,000      1,500,000

Senior loan participation, secured by Company’s interest in a first mortgage loan with a principal balance of $15,500,000 at June 30, 2006 and December 31, 2005, payable interest only at 5.0% due monthly, principal balance due October 15, 2006

     11,000,000      11,000,000

Senior loan participation, secured by Company’s interest in a mezzanine loan with a book value of $12,168,169 and $19,468,759 at June 30, 2006 and December 31, 2005, respectively, payable interest only at the bank’s prime rate (8.25% at June 30, 2006) due quarterly, principal balance due April 30, 2007

     —        2,500,000

Senior loan participation, secured by Company’s interest in a first mortgage loan with a principal balance of $50,662,317 and $45,252,334 at June 30, 2006 and December 31, 2005, respectively, payable interest only at 6.0% due monthly, principal balance due February 25, 2007

     35,000,000      35,000,000

Senior loan participation, secured by Company’s interest in a first mortgage loan with a principal balance of $8,000,000 at June 30, 2006 and December 31, 2005, payable interest only at LIBOR plus 200 basis points (7.36% at June 30, 2006) due monthly, principal balance due September 1, 2007

     5,000,000      5,000,000
             

Total

   $ 64,000,000    $ 66,500,000
             

(1) Effective August 4, 2006 these loans, which are secured by the same first mortgage, were combined into one $8.0 million loan. Interest only is payable monthly at 6.75% and the principal balance is due September 29, 2009. In July 2006, the first mortgage securing these loans was increased to $9,750,000. The table below reflects the maturity date of this debt as September 29, 2009.

 

8


As of June 30, 2006, the senior indebtedness relating to loans maturing in the remainder of 2006, over the next four years, and the aggregate indebtedness maturing thereafter, is, as follows:

 

2006

   $ 16,000,000

2007

     40,000,000

2008

     —  

2009

     8,000,000

2010

     —  

Thereafter

     —  
      

Total

   $ 64,000,000
      

As of June 30, 2006 and December 31, 2005, $123.1 million and $138.8 million, respectively, in principal amount of loans were pledged as collateral for amounts outstanding on the Company’s secured lines of credit and senior indebtedness relating to loans.

NOTE 5 — CONSOLIDATED REAL ESTATE INTERESTS

As of June 30, 2006 and December 31, 2005, the Company owned the following controlling interests in entities that own real estate. These interests are accounted for on a consolidated basis:

 

    100% limited and general partnership interest in a limited partnership that owns an office building in Rohrerstown, Pennsylvania with 12,630 square feet on 2.93 acres used as a diagnostic imaging center. The Company acquired this interest for $1.7 million. After acquisition, the Company obtained non-recourse financing of $1.1 million ($946,556 and $959,442 at June 30, 2006 and December 31, 2005, respectively), which bears interest at an annual rate of 7.33% and is due on August 1, 2008. The book value of this property at both June 30, 2006 and December 31, 2005 was $1.2 million.

 

    Also included in the Company’s consolidated real estate interests is a first mortgage with a carrying amount of $40.8 million secured by a 594,000 square foot office building in Milwaukee, Wisconsin. In June 2003, the Company purchased the loan, which had a face value in excess of $40.0 million, for $26.8 million. Upon entering into a forbearance agreement with the owner of the property in August 2004, the Company determined that the borrowing entity was a variable interest entity (as defined in FIN 46) of which the Company was the primary beneficiary. See Note 1, “Basis of Presentation — Variable Interest Entities.” The book value of this consolidated interest (including construction in progress) at June 30, 2006 and December 31, 2005 was $45.6 million and $42.6 million, respectively. In April 2006, the Company obtained non-recourse financing secured by this real estate interest in the amount of $30.0 million ($30.0 million at June 30, 2006). The loan bears interest at LIBOR plus 175 points (6.9375% at June 30, 2006) and is due April 17, 2008.

 

    Two parcels of land located in Willow Grove, Pennsylvania with an aggregate book value of $613,500 at both June 30, 2006 and December 31, 2005.

The Company’s consolidated real estate interests consisted of the following property types at June 30, 2006 and December 31, 2005. Escrows and reserves represent amounts held for payment of real estate taxes, insurance premiums, repair and replacement costs, tenant improvements, and leasing commissions.

 

9


    

JUNE 30, 2006

(UNAUDITED)

BOOK VALUE

    %    

DECEMBER 31, 2005

BOOK VALUE

    %  

Office

     49,081,247     99 %     45,561,170     99 %

Retail and other

     613,519     1 %     613,519     1 %
                            

Subtotal

     49,694,766     100 %     46,174,689     100 %

Plus: Escrows and reserves

     28,131         549,743    

Less: Accumulated depreciation

     (2,293,791 )       (1,766,025 )  
                    

Consolidated real estate interests

   $ 47,429,106       $ 44,958,407    
                    

As of June 30, 2006 and December 31, 2005, non-recourse, long-term debt secured by the Company’s consolidated real estate interests consisted of the following:

 

    

JUNE 30, 2006

(UNAUDITED)

   DECEMBER 31, 2005

Loan payable, secured by real estate, monthly installments of $8,008, including interest at 7.33%, remaining principal due August 1, 2008

   $ 946,556    $ 959,442

Loan payable, secured by real estate, payable interest only at LIBOR plus 175 points (6.9375% at June 30, 2006) due monthly, principal due April 17, 2008

     30,000,000      —  
             

Total

   $ 30,946,556    $ 959,442
             

As of June 30, 2006, the amount of long-term debt secured by the Company’s consolidated real estate interests that mature over the remainder of 2006, the next four years, and the aggregate indebtedness maturing thereafter, is as follows:

 

2006

   $ 10,679

2007

     27,467

2008

     30,908,410

2009

     —  

2010

     —  

Thereafter

     —  
      

Total

   $ 30,946,556
      

Expenditures for repairs and maintenance are charged to operations as incurred. Significant renovations are capitalized. Fees and costs incurred in the successful negotiation of leases are deferred and amortized on a straight-line basis over the terms of the respective leases. Unamortized fees as of June 30, 2006 and December 31, 2005 were $6,150 and $6,364, respectively. Rental revenue is reported on a straight-line basis over the terms of the respective leases. Depreciation expense relating to the Company’s real estate investments for the three months ended June 30, 2006 and 2005 was $263,882 and $259,708, respectively. Depreciation expense relating to the Company’s real estate investments for the six months ended June 30, 2006 and 2005 was $527,764 and $517,209, respectively. The Company leases space in the buildings it owns to several tenants. Approximate future minimum lease payments under noncancellable lease arrangements as of June 30, 2006 are as follows:

 

2006

   $ 1,743,861

2007

     2,223,216

2008

     1,924,120

2009

     1,851,735

2010

     1,617,009

Thereafter

     1,011,387
      

Total

   $ 10,371,328
      

NOTE 6 — CONSOLIDATED REAL ESTATE INTERESTS HELD FOR SALE — DISCONTINUED OPERATIONS

As of October 3, 2005, the Company classified as “held for sale” a consolidated real estate interest consolidated investments in real estate held for sale, consisting of an 89% general partnership interest in a limited partnership that owns a building in Philadelphia, Pennsylvania with 456,000 square feet of office/retail space. As of March 31, 2006, the Company classified as “held for sale” a consolidated real estate interest consisting of a 110,421 square foot shopping center in Norcross, Georgia. As of May 11, 2006, the Company classified as “held for sale” a consolidated real estate interest consisting of a 216-unit apartment complex and clubhouse in

 

10


Watervliet, New York. As of November 7, 2006, the Company classified as “held for sale” a consolidated real estate interest consisting of a 44,517 square foot office building in Rockville, Maryland. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the assets and liabilities of these real estate interests have been separately classified on the Company’s balance sheet as of December 31, 2005, and the results of operations attributable to these interests have been reclassified, for all periods presented, to “discontinued operations”. Additionally, depreciation expense was no longer recorded for these assets once they were classified as “held for sale”.

The following is a summary of the aggregate results of operations for the three buildings classified as “held for sale” for the three and six months ended June 30, 2006 and 2005, which have been reclassified to discontinued operations in the Company’s consolidated statement of income:

 

    

FOR THE THREE
MONTHS

ENDED JUNE 30,

  

FOR THE SIX MONTHS

ENDED JUNE 30,

     2006    2005    2006    2005

Rental income

   $ 2,652,687    $ 4,302,905    $ 7,096,517    $ 8,744,846

Less:

           

Operating expenses

     1,459,468      2,176,510      3,679,285      4,375,328

Interest expense

     678,455      1,071,720      1,729,503      2,139,150

Depreciation and amortization

     103,948      769,779      335,370      1,521,378
                           

Income from discontinued operations

   $ 410,816    $ 284,896    $ 1,352,359    $ 708,990
                           

The Company sold the Philadelphia, Pennsylvania office building in May 2006 for approximately $74.0 million. The Norcross, Georgia shopping center and the Watervliet, New York apartment complex were both sold in June 2006 for $13.0 million and $11.0 million, respectively. The Company recognized a net gain of $2.8 million on the sale of these interests.

The Company sold the Rockville, Maryland office building in December 2006 for $13.0 million. The Company expects to recognize an approximate gain of $1.7 million on the sale of this interest.

Daniel G. Cohen, the Chief Executive Officer of the Company since December 11, 2006, and the son of Betsy Z. Cohen, the Chairman of the Board of the Company, controls an entity with a 15.4% ownership interest (the remaining 84.6% is owned by the Company) in the entity that owned the Rockville, Maryland office building. Mr. Cohen will receive approximately $375,000 of the proceeds from the sale of the property.

NOTE 7 — UNCONSOLIDATED REAL ESTATE INTERESTS

Unconsolidated real estate interests include the Company’s non-controlling interests in limited partnerships accounted for under the cost method of accounting, unless such interests meet the requirements of EITF:D-46 “Accounting for Limited Partnership Investments” to be accounted for under the equity method of accounting. In accordance with EITF 03-16, “Accounting for Investments in Limited Liability Companies,” the Company accounts for its non-controlling interests in limited liability companies the same way that it accounts for its non-controlling interests in limited partnerships.

At June 30, 2006 and December 31, 2005, the Company’s unconsolidated real estate interests consisted of the following:

 

    20% beneficial interest in a trust that owns a 58-unit apartment building in Philadelphia, Pennsylvania and a 20% partnership interest in a general partnership that owns an office building with 31,507 square feet in Alexandria, Virginia. In September 2002, the Company received these interests, together with a cash payment of $2.5 million, in repayment of two loans with a combined net book value of $2.3 million. The Company recorded these interests at their current fair value based upon discounted cash flows and recognized income from loan satisfaction in the amount of $3.2 million. As of June 30, 2006 and December 31, 2005, the Pennsylvania property is subject to non-recourse financing of $2.9 million bearing interest at 6.04% and maturing on February 1, 2013. The Virginia property is subject to non-recourse financing of $3.4 million at both June 30, 2006 and December 31, 2005, bearing interest at 6.75% and maturing on March 1, 2013.

 

   

Class B limited partnership interest in a limited partnership that owns a 363-unit multifamily apartment complex in Pasadena (Houston), Texas. The Company acquired its interest in September 2003 for $1.9 million. In July 2004, the Company

 

11


 

contributed an additional $600,000 to the limited partnership. The property is subject to non-recourse financing of $8.0 million at June 30, 2006 and December 31, 2005, which bears interest at the 30-day London interbank offered rates, or LIBOR, plus 3.0% (8.33438% at June 30, 2006, but limited by an overall interest rate cap of 6.0%) with a LIBOR floor of 2.0%, and is due on October 9, 2006.

 

    3% membership interest in a limited liability company that has a 99.9% limited partnership interest in a limited partnership that owns a 504-unit multifamily apartment complex in Sugarland (Houston), Texas. The Company acquired its interest in April 2004 for $5.6 million. The property is subject to non-recourse financing of $14.2 million and $14.3 million at June 30, 2006 and December 31, 2005, respectively, which bears interest at an annual rate of 4.84%, and is due on November 1, 2009.

 

    0.1% Class B membership interest in an limited liability company that has an 100% interest in a limited liability company that has an 89.94% beneficial interest in a trust that owns a 737,308 square foot 35-story urban office building in Chicago, Illinois. The Company acquired its interest in December 2004 for $19.5 million. The property is subject to non-recourse financing of $91.0 million at both June 30, 2006 and December 31, 2005, which bears interest at an annual rate of 5.3% and is due January 1, 2015.

 

    Class B membership interests in each of two limited liability companies which together own a 231-unit multifamily apartment complex in Wauwatosa, Wisconsin. The Company acquired its interest in December 2004 for $2.9 million. The property is subject to non-recourse financing of $18.0 million at both June 30, 2006 and December 31, 2005, which bears interest at 5.3% and is due January 1, 2014.

 

    Class B membership interests in each of two limited liability companies, one which owns a 430-unit multifamily apartment complex in Orlando, Florida and the other which owns a 264-unit multifamily apartment complex in Bradenton, Florida. The Company acquired its membership interests in May 2005 for an aggregate amount of $9.5 million. As of both June 30, 2006 and December 31, 2005, the Orlando property is subject to non-recourse financing of $23.5 million bearing interest at 5.31% and maturing on June 1, 2010. At both June 30, 2006 and December 31, 2005 the Bradenton property is subject to non-recourse financing of $14.0 million bearing interest at 5.31% and maturing on June 1, 2010.

 

    A 20% residual interest in the net sales proceeds resulting from any future sale of a 27-unit apartment building located in Philadelphia, Pennsylvania. The property had been part of the collateral underlying one of the Company’s mezzanine loans until the loan was repaid in full in December 2005. The book value of the Company’s interest at both June 30, 2006 and December 31, 2005, $883,600, is computed using an assumed sale price that is based upon a third-party appraisal.

 

    Class B membership interests in each of two limited liability companies, one which owns a 115,747 square foot shopping center in Austin, Texas and the other which owns a 77,352 square foot shopping center in Austin, Texas. The Company acquired its membership interests in June 2006 for an aggregate amount of $1.4 million. As of June 30, 2006 the first property is subject to non-recourse financing of $11.0 million bearing interest at 6.23% and maturing on July 5, 2016. At June 30, 2006 the second property is subject to non-recourse financing of $9.6 million bearing interest at 6.2% and maturing on July 5, 2016.

The Company’s unconsolidated real estate interests consisted of the following property types at June 30, 2006:

 

    

JUNE 30, 2006

(UNAUDITED)

    DECEMBER 31, 2005  
     BOOK VALUE    %     BOOK VALUE    %  

Multi-family

   $ 19,495,518    46 %   $ 19,530,016    48 %

Office

     21,096,324    51 %     21,095,697    52 %

Retail

     1,375,000    3 %     —      —    
                          

Unconsolidated real estate interests

   $ 41,966,842    100 %   $ 40,625,713    100 %
                          

NOTE 8 — LINES OF CREDIT

At June 30, 2006 the Company had an unsecured line of credit with $335.0 million of maximum possible borrowings ($267.0 million outstanding) and two secured lines of credit, one of which has $30.0 million of maximum possible borrowings and one which has $50.0 million of maximum possible borrowings.

 

12


The following is a description of the Company’s unsecured and secured lines of credit at June 30, 2006:

UNSECURED LINE OF CREDIT

The Company is party to a revolving credit agreement that, as of June 30, 2006, provides for a senior unsecured line of credit in an amount up to $335.0 million, with the right to request an increase in the facility of up to a maximum of $350.0 million. Borrowing availability under the unsecured line of credit is based on specified percentages of the value of eligible assets. The unsecured line of credit will terminate on October 24, 2008, unless the Company extends the term an additional year upon the satisfaction of specified conditions.

Amounts borrowed under the unsecured line of credit bear interest at a rate equal to, at the Company’s option:

 

    LIBOR (30-day, 60-day, 90-day or 180-day interest periods, at the Company’s option) plus an applicable margin of between 1.35% and 1.85% or

 

    an alternative base rate equal to the greater of: (i) the prime rate of the bank serving as administrative agent, or (ii) the federal funds rate plus 50 basis points, plus an applicable margin of between 0% and 0.35%.

The applicable margin is based on the ratio of the Company’s total liabilities to total assets which is calculated on a quarterly basis. The Company is obligated to pay interest only on the amounts borrowed under the unsecured line of credit until the maturity date of the unsecured line of credit, at which time all principal and any interest remaining unpaid is due. The Company pays a commitment fee quarterly on the difference between the aggregate amount of the commitments in effect from time to time under the unsecured line of credit and the outstanding balance under the unsecured line of credit. The commitment fee is equal to fifteen basis points (twenty five basis points if this difference is greater than 50% of the amount of the unsecured line of credit) per annum of this difference.

The Company’s ability to borrow under the unsecured line of credit is subject to its ongoing compliance with a number of financial and other covenants, including a covenant that the Company not pay dividends in excess of 100% of its adjusted earnings, to be calculated on a trailing twelve-month basis, provided however, dividends may be paid to the extent necessary to maintain its status as a real estate investment trust. The unsecured line of credit also contains customary events of default, including a cross default provision. If an event of default occurs, all of the Company’s obligations under the unsecured line of credit may be declared immediately due and payable. For events of default relating to insolvency and receivership, all outstanding obligations automatically become due and payable.

At June 30, 2006, the Company had $267.0 million outstanding under the unsecured line of credit, of which $122.0 million bore interest at 6.95219%, $125.0 million bore interest at 6.73%, and $20.0 million bore interest at 6.77563%. Based upon the Company’s eligible assets as of August 7, 2006, the Company had approximately $30.0 million of availability under the unsecured line of credit.

SECURED LINES OF CREDIT

At June 30, 2006, the Company had no amounts outstanding under its $30.0 million line of credit. This line of credit bears interest at either: (a) the 30-day LIBOR, plus 2.5%, or (b) the prime rate as published in the “Money Rates” section of The Wall Street Journal, at the Company’s election. Absent any renewal, the line of credit will terminate in October 2007 and any principal then outstanding must be paid by October 2008. The lender has the right to declare any advance due and payable in full two years after the date of the advance.

At June 30, 2006, the Company had $13.0 million outstanding under its $50.0 million line of credit. In February 2006, this credit line was increased from $25.0 million at December 31, 2005 to $50.0 million. This line of credit bears interest at the 30-day LIBOR plus 2.25%. The current interest rate is 7.65%. Absent any renewal, the line of credit will terminate in February 2007 and any principal then outstanding must be paid by February 2008.

 

13


NOTE 9 — EARNINGS PER SHARE

The Company’s calculation of earnings per share for the three and six months ended June 30, 2006 and 2005 in accordance with SFAS No. 128 is as follows:

 

    

FOR THE

THREE MONTHS ENDED

JUNE 30,

   

FOR THE

SIX MONTHS ENDED

JUNE 30,

 
     2006     2005     2006     2005  

Numerator:

        

Net income from continuing operations

   $ 17,629,122     $ 18,924,551     $ 37,257,618     $ 37,389,590  

Net income from discontinued operations

     410,816       284,896       1,352,359       708,990  

Gain from discontinued operations

     2,788,663       —         2,788,663       —    
                                

Net income

   $ 20,828,601     $ 19,209,447     $ 41,398,640     $ 38,098,580  

Dividends attributable to preferred shares

     (2,518,955 )     (2,518,955 )     (5,037,910 )     (5,037,910 )
                                

Net income available to common shareholders

   $ 18,309,646     $ 16,690,492     $ 36,360,730     $ 33,060,670  
                                

Denominator:

        

Weighted average common shares outstanding — basic

     27,909,145       25,591,644       27,904,735       25,587,366  

Add: effect of options

     71,257       185,213       74,585       175,859  

Add: effect of phantom units

     69,454       3,692       61,375       3,221  

Weighted average common shares outstanding — diluted

     28,049,856       25,780,549       28,040,695       25,766,446  

Basic earnings per share:

        

Net income

   $ 0.55     $ 0.64     $ 1.15     $ 1.27  

Net income from discontinued operations

     0.01       0.01       0.05       0.02  

Gain from discontinued operations

     0.10       —         0.10       —    

Net income available to common shareholders

   $ 0.66     $ 0.65     $ 1.30     $ 1.29  

Diluted earnings per share:

        

Net income

   $ 0.54     $ 0.64     $ 1.15     $ 1.26  

Net income from discontinued operations

     0.01       0.01       0.05       0.02  

Gain from discontinued operations

     0.10       —         0.10       —    

Net income available to common shareholders

   $ 0.65     $ 0.65     $ 1.30     $ 1.28  

NOTE 10 — STOCK BASED COMPENSATION

The Company maintains the RAIT Financial Trust 2005 Equity Compensation Plan (the “Equity Compensation Plan”). The maximum aggregate number of Common Shares that may be issued pursuant to the Equity Compensation Plan is 2,500,000.

The Company has granted to its officers, trustees and employees phantom shares pursuant to the RAIT Financial Trust Phantom Share Plan and phantom units pursuant to the Equity Compensation Plan. Both phantom shares and phantom units are redeemable for Common Shares issued under the Equity Compensation Plan. Redemption occurs after a period of time after vesting set by the Compensation Committee. All outstanding phantom shares were issued to non-management trustees, vested immediately, have dividend equivalent rights and will be redeemed upon separation from service from the Company. Phantom units granted to non-management trustees vest immediately, have dividend equivalent rights and will be redeemed upon the earliest to occur of (i) the first anniversary of the date of grant, or (ii) a trustee’s termination of service with the Company. Phantom units granted to officers and employees vest in varying percentages set by the Compensation Committee over four years, have dividend equivalent rights and will be redeemed between one to two years after vesting as set by the Compensation Committee. The Company has been accounting for grants of phantom shares and phantom units in accordance with SFAS No. 123, which requires the recognition of compensation expenses on the date of grant.

The Company did not grant any phantom shares during the three and six months ended June 30, 2006. The Company granted 1,392 phantom shares during both the three and six months ended June 30, 2005. There were 4,136 phantom shares outstanding at June 30, 2006. During the three months ended June 30, 2006 and 2005, the Company recognized $0 and $13,000, respectively, in compensation expense relating to phantom shares issued under this plan. During the six months ended June 30, 2006 and 2005, the Company recognized $0 and $25,000, respectively, in compensation expenses relating to phantom shares issued under this plan.

The Company granted 0 and 54,002 phantom units during the three and six months ended June 30, 2006, respectively. There were 65,318 and 0 phantom units outstanding at June 30, 2006 and 2005, respectively. During the three months ended June 30, 2006 and 2005, the Company recognized $163,454 and $0, respectively, in compensation expenses relating to phantom units issued under this plan. During the six months ended June 30, 2006 and 2005, the Company recognized $300,000 and $0, respectively, in compensation expenses relating to phantom units issued under this plan.

 

14


STOCK OPTIONS

In February and April 2002, the Company granted to its employees, executive officers and trustees options to purchase 61,100 Common Shares at the fair market value on the date of grant. These options, which were exercised in March through May 2002, had exercise prices of $16.92 and $19.85, respectively, per Common Share. The Common Shares issued pursuant to these exercises were subject to restrictions that had lapsed as of the fourth anniversary date of the grants. At the time of exercise, the Company provided loans to each person in the amount necessary to exercise such options. Each of these loans bore interest at a rate of 6% per annum. The aggregate principal amount of these loans was $0 and $263,647 at June 30, 2006 and December 31, 2005, respectively. Interest on the outstanding principal amount was payable quarterly and 25% of the original principal amount of each loan was payable on each of the first four anniversaries. The final payments on the remaining loans outstanding were made by April 30, 2006.

From its inception through 2004, the Company has granted to its officers, trustees and employees options to acquire Common Shares. The vesting period is determined by the Compensation Committee and the option term is generally ten years after the date of grant. At June 30, 2006 and December 31, 2005 there were 276,183 and 477,360 options outstanding, respectively.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

LITIGATION

As part of the Company’s business, the Company acquires and disposes of real estate investments and, as a result, expects that it will engage in routine litigation in the ordinary course of that business. Management does not expect that any such litigation will have a material adverse effect on the Company’s consolidated financial position or results of operations.

DELEGATED UNDERWRITING PROGRAM

In 2005 and 2006 the Company has entered into program agreements with eight mortgage lenders that provide that the mortgage lender will locate, qualify, and underwrite both a first mortgage loan and a mezzanine loan and then sell the mezzanine loan to the Company. The mezzanine loans must conform to the business, legal and documentary parameters in the program agreement and be in the range of $250,000 to $2.5 million. In most cases, the Company expects to acquire the mezzanine loan from the mortgage lender at the closing of the mezzanine loan. In general, if any variations are identified or any of the required deliveries are not received, the Company has a period of time to notify the mortgage lender of its election to either waive the variations or require the mortgage lender to repurchase the mezzanine loan. Each of the eight program agreements provides that the Company will fund up to $50.0 million per calendar quarter of loans that fit the pre-defined underwriting parameters. In the three and six months ended June 30, 2006, the Company funded five and nine mezzanine loans totaling $2.5 million and $7.4 million, respectively, through the delegated underwriting program.

GUIDANCE LINES

In June 2005, the Company entered into an agreement with a borrower establishing financial and underwriting parameters under which the Company would consider first mortgage bridge loans sourced by the borrower, up to an aggregate of $150.0 million, with no individual loan in an amount greater than $50.0 million. The Company expects that the credit and market risk of the potential loans will not differ from those of the loans in the Company’s current portfolio.

In March 2006, the Company entered into an agreement with another borrower establishing financial and underwriting parameters under which the Company would consider first mortgage bridge loans sourced by the borrower, up to an aggregate of $50.0 million, with no individual loan in an amount greater than $30.0 million. The Company expects that the credit and market risk of the potential loans will not differ from those of the loans in the Company’s current portfolio.

 

15


LEASE OBLIGATIONS

The Company sub-leases both its downtown and suburban Philadelphia office locations. The annual minimum rent due pursuant to the subleases for the remainder of 2006, each of the next four years and thereafter is estimated to be as follows as of June 30, 2006:

 

2006

   $ 203,044

2007

     395,352

2008

     395,352

2009

     395,352

2010

     263,568

Thereafter

     —  
      

Total

   $ 1,652,668
      

The Company sub-leases a portion of its downtown Philadelphia office space under an operating lease with Bancorp Inc., at an annual rental based upon the amount of square footage the Company occupies. The sub-lease expires in August 2010 with two five-year renewal options. Rent paid to Bancorp Inc. was approximately $84,000 and $168,000 for the three and six months ended June 30, 2006, respectively. Rent paid to Bancorp Inc. was approximately $83,000 and $145,000 for the three and six months ended June 30, 2005, respectively. The Company’s affiliation with Bancorp Inc. is described in Note 12.

The Company sub-leases the remainder of its downtown Philadelphia office space under an operating lease with The Richardson Group, Inc. (“Richardson”). The annual rental is based upon the amount of square footage the Company occupies. The sub-lease expires in August 2010 with two five-year renewal options. Rent paid to Richardson was approximately $11,400 and $11,000 for the three months ended June 30, 2006 and 2005, respectively. Rent paid to Richardson was approximately $22,800 and $23,000 for the six months ended June 30, 2006 and 2005, respectively. Effective April 1, 2005, Richardson relinquished to the landlord its leasehold on a portion of the space they had subleased to the Company. Simultaneously, Bancorp entered into a lease agreement with the landlord for that space. The Company then entered into a new sublease with Bancorp for that space at annual rentals based upon the amount of square footage the Company occupies. The rent paid for this space is included in the amounts disclosed above. The Company’s affiliation with Richardson is described in Note 12.

The Company sub-leases suburban Philadelphia, Pennsylvania office space at an annual rental of $15,600. This sublease currently terminates in February 2007 but renews automatically each year for a one year term unless prior notice of termination of the sublease is sent by either party to the sublease to the other party thereto.

EMPLOYMENT AGREEMENTS

The Company is party to employment agreements with Betsy Z. Cohen, Chairman and Chief Executive Officer of the Company, and Scott F. Schaeffer, President and Chief Operating Officer of the Company, that provide for compensation and certain other benefits. The agreements also provide for severance payments under certain circumstances.

NOTE 12 — TRANSACTIONS WITH AFFILIATES

Brandywine Construction & Management, Inc. (“Brandywine”), is an affiliate of the spouse of Betsy Z. Cohen, the Chairman and Chief Executive Officer of the Company. Brandywine provided real estate management services to eleven properties underlying the Company’s real estate interests at both June 30, 2006 and 2005. Management fees in the following amounts were paid to Brandywine relating to these interest; $121,000 and $341,000 for the three and six months ended June 30, 2006, respectively, and $207,000 and $454,000 for the three and six months ended June 30, 2005, respectively. The Company believes that the management fees charged by Brandywine are comparable to those that could be obtained from unaffiliated third parties. The Company expects to continue to use Brandywine to provide real estate management services to properties underlying the Company’s investments.

Betsy Z. Cohen has been the Chairman of the Board of The Bancorp Bank (“Bancorp”), a commercial bank, since November 2003 and a director of The Bancorp, Inc. (“Bancorp Inc”), a registered financial holding company for Bancorp, since September 2000 and the Chief Executive Officer of both Bancorp and Bancorp Inc. since September 2000. Daniel G. Cohen, Mrs. Cohen’s son, (a) has been the Vice-Chairman of the Board of Bancorp since November 2003, was the Chairman of the Board of Bancorp from September 2000 to November 2003, was the Chief Executive Officer of Bancorp from July 2000 to September 2000 and has been Chairman of the Executive Committee of Bancorp since 1999 and (b) has been the Chairman of the Board of Bancorp Inc. and Chairman of the Executive Committee of Bancorp Inc. since 1999. The Company maintains most of its checking, demand deposit, and restricted cash accounts at Bancorp. As of June 30, 2006 and December 31, 2005, the Company had approximately $42.8 million and $84.2 million, respectively, on deposit, of which approximately $42.7 million and $84.1 million, respectively, is over the FDIC insurance limit. The Company pays a fee of $5,000 per month to Bancorp for information system technical support services. The Company paid $15,000

 

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for these services for each of the three month periods ended June 30, 2006 and 2005. The Company paid $30,000 for these services for each of the six month periods ended June 30, 2006 and 2005.

The Company subleases a portion of its downtown Philadelphia office space under an operating lease with Bancorp Inc. A portion of this space is sublet to Richardson whose Chairman is Jonathan Z. Cohen, the Vice-Chairman, a trustee and Secretary of the Company, and a son of the Chairman and Chief Executive Officer of the Company. The Company sub-leases the remainder of its downtown Philadelphia office space under an operating lease with Richardson. For a description of these operating leases, see Note 11 — “Commitments and Contingencies — Lease Obligations”.

NOTE 13 — DIVIDENDS

Common Shares

In order to maintain its election to qualify as a REIT, the Company must currently distribute, at a minimum, an amount equal to 90% of its taxable income. Because taxable income differs from cash flow from operations due to non-cash revenues or expenses (such as depreciation), in certain circumstances, the Company may generate operating cash flow in excess of its dividends or, alternatively, may be required to borrow to make sufficient dividend payments.

On each declaration date set forth below, the Board of Trustees of the Company declared a cash dividend in an amount per Common Share, in the aggregate dividend amount and payable on the payment date to holders of Common Shares on the record date opposite such declaration date.

 

DECLARATION DATE

   RECORD
DATE
   PAYMENT
DATE
   DIVIDEND
PER SHARE
  

AGGREGATE

DIVIDEND
AMOUNT

06/19/06

   07/06/06    07/17/06    $ 0.62    $ 17,428,889

03/24/06

   04/05/06    04/14/06    $ 0.61    $ 17,019,949

Series A Preferred Shares

On each declaration date set forth below, the Board of Trustees of the Company declared a cash dividend of $0.484375 per share on the Company’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series A Preferred Shares”) in the aggregate dividend amount and payable on the payment date to holders of Series A Preferred Shares on the record date opposite such declaration date.

 

DECLARATION DATE

   RECORD
DATE
   PAYMENT
DATE
  

AGGREGATE

DIVIDEND
AMOUNT

07/25/06

   09/01/06    10/02/06    $ 1,336,875

05/08/06

   06/01/06    06/30/06    $ 1,336,875

01/24/06

   03/01/06    03/31/06    $ 1,336,875

Series B Preferred Shares

On the declaration date set forth below, the Board of Trustees of the Company declared a cash dividend of $0.5234375 per share on the Company’s 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series B Preferred Shares”) in the aggregate dividend amount and payable on the payment date to holders of Series B Preferred Shares on the record date opposite such declaration date.

 

DECLARATION DATE

   RECORD
DATE
   PAYMENT
DATE
  

AGGREGATE

DIVIDEND
AMOUNT

07/25/06

   09/01/06    10/02/06    $ 1,182,080

05/08/06

   06/01/06    06/30/06    $ 1,182,080

01/24/06

   03/01/06    03/31/06    $ 1,182,080

NOTE 14 — SUBSEQUENT EVENTS

On December 11, 2006, Taberna Realty Finance Trust (“Taberna”) merged (the “Merger”) with RT Sub Inc. (“RT Sub”), a newly formed subsidiary of the Company, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of June

 

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8, 2006 among the Company, Taberna and RT Sub. Taberna became a subsidiary of the Company. As a result of the Merger, each Taberna common share was converted into the right to receive 0.5389 of a RAIT common share. The Company issued an aggregate of 23,904,388 RAIT common shares in the Merger and, immediately following the merger, had 52,145,491 common shares outstanding. As a result of the Merger, each share of RT Sub’s series of nonvoting preferred stock was converted into a Taberna preferred share. The assets of Taberna as of December 11, 2006 consisted primarily of investments in securities and security-related receivables and investments in residential mortgages and mortgage-related receivables.

On December 11, 2006, the Company entered into an amended and restated employment agreement with Betsy Z. Cohen in connection with the Merger. In addition, certain changes were made to the terms and conditions of her supplemental executive retirement plan (the “SERP”) as described in her employment agreement. In connection with the amendment and restatement of the employment agreement, the Company memorialized the terms of the SERP benefit set forth in Mrs. Cohen’s employment agreement in an amended and restated SERP plan document (the “SERP Plan”). Also, on December 11, 2006, RAIT entered into an amended and restated employment agreement with Scott F. Schaeffer the Co-President of the Company in connection with the Merger.

On December 11, 2006, immediately following the effective time of the Merger, the Company filed articles of amendment changing its name to “RAIT Financial Trust.”

On December 11, 2006, the Company, KeyBank National Association, as administrative agent, and certain lenders entered into an amendment to the Revolving Credit Agreement dated as of October 24, 2005, which amends or waives certain definitions and financial covenants contained in the revolving credit agreement. This amendment was entered into in connection with the Merger.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Trustees and

    Shareholders RAIT Financial Trust

We have reviewed the accompanying consolidated balance sheet of RAIT Financial Trust (formerly RAIT Investment Trust) and Subsidiaries as of June 30, 2006 and the related consolidated statements of income and cash flows for the three-month and six-month periods ended June 30, 2006 and 2005. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2005, and the related consolidated statements of income, shareholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated March 1, 2006 (except for note 6, as to which the date is December 27, 2006) we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2005 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

August 8, 2006 (except for note 6 and note 14 as to which the date is December 27, 2006)

 

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