-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EGJob4xPlMcK3PLU1ZoUzJIe/HPRzdHT7tyH24024N4nYGMPoWtedi7fz1opSxia qNWtAT8gUO8WUXI4SX3xPQ== 0001299933-07-006382.txt : 20071105 0001299933-07-006382.hdr.sgml : 20071105 20071105084144 ACCESSION NUMBER: 0001299933-07-006382 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071105 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAIT Financial Trust CENTRAL INDEX KEY: 0001045425 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232919819 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14760 FILM NUMBER: 071212404 BUSINESS ADDRESS: STREET 1: 1818 MARKET STREET 2: 28TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2158617900 MAIL ADDRESS: STREET 1: 1818 MARKET STREET 2: 28TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: RAIT INVESTMENT TRUST DATE OF NAME CHANGE: 20010227 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE ASSET INVESTMENT TRUST DATE OF NAME CHANGE: 19970904 8-K 1 htm_23592.htm LIVE FILING RAIT Financial Trust (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

     
Date of Report (Date of Earliest Event Reported):   November 5, 2007

RAIT Financial Trust
__________________________________________
(Exact name of registrant as specified in its charter)

     
Maryland 1-14760 23-2919819
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2929 Arch St., 17th Floor, Philadelphia, Pennsylvania   19104
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (215) 861-7900

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

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

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

On November 5, 2007, RAIT Financial Trust issued a press release regarding its earnings for the three months ended September 30, 2007. A copy of this press release is furnished with this report as an exhibit to Form 8-K. The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.












Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit furnished as part of this Current Report on Form 8-K is identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    RAIT Financial Trust
          
November 5, 2007   By:   /s/ Jack E. Salmon
       
        Name: Jack E. Salmon
        Title: Chief Financial Officer and Treasurer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

RAIT Financial Trust Announces Third Quarter 2007 Results

PHILADELPHIA, PA — November 5, 2007 — RAIT Financial Trust (“RAIT”) (NYSE: RAS), a diversified real estate finance company, today reported results for the quarter ended September 30, 2007.

Financial Summary

• Economic book value of $13.27 per share at September 30, 2007
- - Tangible book value of $11.63 per share at September 30, 2007
- - Adjusted earnings per share of $0.54 for the quarter ended September 30, 2007
- - GAAP total loss per share of $4.02 for the quarter ended September 30, 2007

Daniel G. Cohen, RAIT’s CEO, said, “During the last quarter, while the marketplace caused substantial disruptions to our TruPS borrowers in the residential mortgage and homebuilder sectors, as reflected in our asset impairments, we were able to pay a $0.46 common dividend out of adjusted earnings.  We expect to continue to generate fees and cash flow supported by the net investment income of the current portfolio. During the quarter we paid down our repo balances by $700.0 million to $212.8 million, retained $441.0 million of restricted cash in our domestic finance programs and ended the quarter with $176.6 million of available cash and $81.4 million in unused capacity on our bank lines.  We continue to monitor the overall credit performance of our portfolio while we take advantage of opportunities in both our commercial real estate and European businesses.  We were pleased, in the current marketplace, to close our second European Financing Program, which provides us with over EUR 450.0 million ($630.0 million) of available funding capacity.   While the quarter saw unprecedented disruption in the credit markets and those disruptions continue today, we believe we have made appropriate valuation adjustments to our portfolio.”

RAIT’s economic book value per common share outstanding, a non-GAAP measure, at September 30, 2007 was $13.27. Economic book value is computed by adding back to tangible book value any unrealized losses recognized in shareholders’ equity or through earnings that are in excess of RAIT’s maximum value at risk, or RAIT’s retained investment. Under GAAP, RAIT is required to absorb unrealized losses on investments held by certain of its consolidated entities, primarily RAIT’s consolidated securitizations, even if those unrealized losses are in excess of RAIT’s maximum risk of loss, or RAIT’s retained investment in those securitizations.

RAIT’s tangible book value per common share outstanding, as of September 30, 2007 was $11.63. Tangible book value is calculated by subtracting the liquidation value of RAIT’s cumulative redeemable preferred shares, goodwill and net intangible assets from total shareholders’ equity and dividing the result by the number of common shares outstanding at the end of the period.

A reconciliation of RAIT’s reported shareholders’ equity to tangible book value and economic book value as of September 30, 2007 is included as Schedule I to this release.

RAIT reported adjusted earnings, a non-GAAP financial measure, for the three months ended September 30, 2007 of $33.0 million, or $0.54 per diluted share based on 60.7 million weighted average shares outstanding – diluted, as compared to adjusted earnings for the three months ended September 30, 2006 of $18.7 million, or $0.66 per diluted share based on 28.3 million weighted average shares outstanding – diluted. RAIT reported adjusted earnings for the nine months ended September 30, 2007 of $138.3 million, or $2.28 per diluted share based on 60.6 million weighted average shares outstanding – diluted, as compared to adjusted earnings for the nine months ended September 30, 2006 of $55.7 million, or $1.98 per diluted share based on 28.1 million weighted average shares outstanding – diluted.

RAIT reported a GAAP net loss available to common shares for the three months ended September 30, 2007 of $243.6 million, or a total loss per share – diluted of $4.02 based on 60.7 million weighted average shares outstanding – diluted, as compared to net income available to common shares for the three months ended September 30, 2006 of $18.4 million, or total earnings per share – diluted of $0.65 based on 28.3 million weighted average shares outstanding – diluted. RAIT reported a GAAP net loss available to common shares for the nine months ended September 30, 2007 of $195.9 million, or a total loss per share – diluted of $3.23 based on 60.6 million weighted average shares outstanding – diluted, as compared to net income available to common shares for the nine months ended September 30, 2006 of $54.8 million, or total earnings per share – diluted of $1.95 based on 28.1 million weighted average shares outstanding – diluted.

A reconciliation of RAIT’s reported GAAP net income (loss) available to common shares to adjusted earnings for the three months and nine months ended September 30, 2007 and September 30, 2006 is included as Schedule II to this release.

Liquidity

As of September 30, 2007, RAIT had approximately $176.6 million of available cash, $441.0 million of restricted cash and approximately $81.4 million of unused capacity under commercial bank facilities. The restricted cash primarily relates to committed funds under our consolidated securitizations in their investment accumulation period available to obtain new investments for the securitization. During the third quarter, repurchase indebtedness decreased by $700.0 million. As of September 30, 2007, RAIT had $212.8 million outstanding under its repurchase agreements and $132.4 million of other indebtedness outstanding.

Asset Valuation Adjustments

The primary factors causing RAIT’s GAAP net loss were asset impairments incurred during the three months ended September 30, 2007. As of September 30, 2007, RAIT charged $247.0 million to earnings as permanent asset impairments net of minority interest. The asset impairment charges were primarily attributable to credit concerns with respect to TruPS issuers in the residential mortgage and homebuilder sectors. During the three months ended September 30, 2007, RAIT also increased its loan loss reserves relating to commercial mortgages and mezzanine loans by $5.4 million and relating to residential mortgages by $0.7 million.

Financing Activities

On September 13, 2007, RAIT closed Taberna Europe CDO II, a EUR 900 million transaction. This is RAIT’s second Euro-denominated securitization backed primarily by subordinated and senior debt issued by real estate companies in Europe. At September 30, 2007, these two unconsolidated securitizations had EUR 986.6 million of funded collateral and EUR 513.4 million of available funding capacity. On October 29, 2007, RAIT finished acquiring collateral and became effective on Taberna Preferred Funding VIII, Ltd., a $772 million securitization transaction that provides financing for investments consisting primarily of TruPS issued by REITs and real estate operating companies and senior and subordinated notes issued by real estate entities in the U.S.

Investing Activities

RAIT’s investing activities in its primary asset classes during the three months and nine months ended September 30, 2007 were as follows (dollars in millions):

                 
    For the Three   For the Nine
    Months Ended   Months Ended
    September 30, 2007   September 30, 2007
Commercial real estate loans originated
  $ 161     $ 1,238  
Principal repayments
    (92 )     (253 )
 
               
Commercial real estate loans, net
    69       985  
Investments in real estate
    93       158  
TruPS and subordinated debentures originated (1)
  11     1,400  

  (1)   Includes $687 million of assets originated during the nine months ended September 30, 2007 that were financed using off-balance sheet warehouse facilities.

Investment Portfolio Summary

The following chart summarizes RAIT’s investment portfolio at September 30, 2007 (dollars in millions):

                                 
                    Percentage   Weighted-
    Amortized   Estimated   of Total   Average
 
  Cost(1)   Fair Value(2)   Portfolio   Coupon(3)
 
               
Investment in Securities:
               
TruPS and subordinated debentures
  $ 4,777   $ 4,569   38.2  %   7.8 %
Unsecured REIT note receivables
  387   369   3.1  %   5.6  %
CMBS receivables
  283   245   2.0  %   5.7  %
Other securities
  160   137   1.2  %   9.7  %
 
                               
Total investment in securities
  5,607   5,320   44.5  %   7.7 %
Investment in Mortgages and Loans
               
Residential mortgages and mortgage-related receivables(4)
  4,168   4,097   34.2  %   5.6  %
Commercial mortgages and mezzanine loans
  2,252   2,256   18.9  %   8.9  %
 
                               
Total investment in mortgages and loans
  6,420   6,353   53.1  %   6.8  %
Investment in real estate interests
  285   285   2.4 %   N/A
 
                               
Total Portfolio/Weighted Average
  $ 12,312   $ 11,958   100.0  %   7.2  %

(1)   Amortized cost reflects the cost incurred by us to acquire or originate the asset, net of origination discount.

(2)   The fair value of RAIT’s investments represents RAIT’s management’s estimate of the price that a willing buyer would pay a willing seller for such assets. RAIT’s management bases this estimate on the underlying interest rates and credit spreads and, to the extent available, quoted market prices.
 

(3)   Weighted average coupon is calculated on the unpaid principal amount of the underlying instruments which does not necessarily correspond to amortized cost or estimated fair value.

(4)   RAIT’s investments in residential mortgages and mortgage-related receivables at September 30, 2007 consisted of investments in adjustable rate residential mortgages. These mortgages bear interest rates that are fixed for three, five, seven and ten year periods, respectively, and reset annually thereafter. RAIT has financed its investment in these assets principally through long-term securitizations as well as short-term repurchase agreements.

Commercial Mortgages, Mezzanine Loans & Other Loans

The following chart summarizes RAIT’s commercial real estate loan portfolio at September 30, 2007 (dollars in millions):

                                 
    Amortized Cost   Weighted Average   Number of Loans   % of Total Loan
            Coupon           Portfolio
Commercial mortgages
  $ 1,486       8.3 %     132       66.0 %
Mezzanine loans
    563       10.8 %     170       25.0 %
Other loans
    203       7.7 %     12       9.0 %
 
                               
Total
  $ 2,252       8.9 %     314       100.0 %

The geographic and property type breakdown is as follows:

                                 
Property Type   Percent                   Percent
 
                  Geographic Region        
Multi-family
    51.3 %           Central..........     33.2 %
Office
    24.7 %           West.............     27.4 %
Industrial
    0.9 %           Southeast........     21.1 %
Retail
    18.4 %           Mid-Atlantic.....     13.9 %
Other
    4.7 %           Northeast........     4.4 %
 
                               
 
                               
Total
    100.0 %           Total............     100.0 %

TruPS and Subordinated Debentures

As of September 30, 2007, RAIT maintained investments of $4.6 billion in TruPS and subordinated debentures. RAIT’s portfolio had a weighted average interest rate of 7.8%. The issuers of these investments had a weighted average debt to total capitalization ratio of 77% and a weighted average interest coverage ratio of 2.3 times as of September 30, 2007. The following table provides a sector breakdown of these issuers as of September 30, 2007:

         
TruPS and Subordinated Debt Industry Sector   Percent
Commercial Mortgage
    27.6 %
Office
    18.0 %
Specialty Finance
    15.4 %
Homebuilders
    15.1 %
Residential Mortgage
    12.7 %
Retail
    4.1 %
Hospitality
    4.0 %
Storage
    3.1 %
 
    100.0 %
 
       

Residential Mortgage Loans

At September 30, 2007, RAIT’s residential mortgage loan portfolio consisted of 8,690 residential mortgage loans with an average interest rate of 5.6%. The portfolio had an average FICO score of 738 and an average loan-to-value of 73.9% at acquisition and has an amortized cost balance of $4.2 billion. Approximately 44% of the properties within the portfolio are located in California. As of September 30, 2007, the portfolio had an average delinquency rate of 1.7%. Since the portfolios were originated, primarily in 2005, the portfolio has experienced $448,000 in cash losses, including $395,000 of losses incurred since June 30, 2007.

Other Investments

As of September 30, 2007, RAIT held investments in unsecured REIT notes, CMBS securities and other securities with a total amortized cost of $830.0 million and a weighted average coupon of 6.5%. During the quarter ended September 30, 2007, other investments decreased by $287.0 million primarily due to asset sales.

Fees Generated

Total fees generated, a non-GAAP financial measure, were $12.4 million for the quarter ended September 30, 2007 as follows:

     
-
  Asset management fees of $7.9 million for the quarter ended September 30,
2007 on assets under management of $14.3 billion as of September 30,
2007. A total of $6.3 million of asset management fees on consolidated
securitizations are eliminated for GAAP reporting.
-
  Previously deferred origination fee income of $7.3 million recognized
this quarter, net of $2.1 million of new origination fees generated for
the quarter ended September 30, 2007 on originations of commercial real
estate loans and TruPS which are recognized in interest income as an
adjustment to yield.

GAAP fees and other income were $11.3 million for the quarter ended September 30, 2007.

A reconciliation of the fee and other income reported in GAAP earnings to total fees generated is included in Schedule III to this release.

Dividends

On October 12, 2007, RAIT paid a third quarter dividend of $0.46 per common share to shareholders of record on September 21, 2007. On October 1, 2007, RAIT paid a third quarter 2007 cash dividend of $0.484375 per share on RAIT’s 7.75% Series A Cumulative Redeemable Preferred Shares, a third quarter dividend of $0.5234375 per share on RAIT’s 8.375% Series B Cumulative Redeemable Preferred Shares and a third quarter dividend of $0.523872 per share (prorated from July 5, 2007, the issue date, through September 30, 2007) on RAIT’s 8.875% Series C Cumulative Redeemable Preferred Shares to holders of record on September 4, 2007.

Conference Call

Interested parties can listen to the LIVE audio webcast of RAIT’s earnings conference call at 3:30 PM EDT on Monday, November 5, 2007 by clicking on the Webcast link on RAIT’s homepage at www.raitft.com. The conference call may also be listened to by dialing 866.271.6130 Domestic or 617.213.8894 International, using passcode 74026044. For those who are able to listen to the live broadcast, a replay of the webcast will be available following the live call on RAIT’s investor relations website and telephonically until Monday, November 12, 2007 by dialing 888.286.8010, access code 37183341.

About RAIT Financial Trust

RAIT Financial Trust originates secured and unsecured debt instruments including bridge, mezzanine and whole commercial real estate loans, trust preferred securities and subordinated debt for private and corporate owners of commercial real estate, REITs and real estate operating companies throughout the United States and Europe. For more information, please visit www.raitft.com or call Investor Relations.

Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

Statements in this press release regarding RAIT’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. These risks and uncertainties, which could cause actual results to differ materially from those contained in the forward looking statement, include those discussed in RAIT’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2006, its quarterly report on Form 10-Q for the quarterly period ended June 30, 2007, and its current report on Form 8-K filed January 10, 2007.

These risks and uncertainties also include the following factors: adverse market developments and credit losses have reduced, and may continue to reduce, the value of TruPS and subordinated debentures, adverse market developments may reduce the value of other assets in RAIT’s investment portfolio; RAIT’s liquidity may be adversely affected by the reduced availability of short-term and long-term financing, including a reduction in the market for securities issued in securitizations and in the availability of repurchase agreements and warehouse facilities; RAIT’s liquidity may be adversely affected by margin calls; RAIT may be unable to obtain adequate capital at attractive rates or otherwise; payment delinquencies or failure to meet other collateral performance criteria in collateral underlying RAIT’s securitizations have restricted, and may continue to restrict RAIT’s ability to receive cash distributions from its securitizations; covenants in RAIT’s financing arrangements may restrict its business operations; fluctuations in interest rates and related hedging activities against such interest rates may affect RAIT’s earnings and the value of its assets; borrowing costs may increase relative to the interest received on RAIT’s investments; RAIT may be unable to acquire eligible securities for securitization transactions on favorable economic terms; RAIT may experience unexpected results arising from litigation; RAIT and Taberna may fail to maintain qualification as REITs; RAIT may fail to maintain exemptions under the Investment Company Act of 1940; geographic concentrations in investment portfolios of residential mortgage loans could be adversely affected by economic factors unique to such concentrations; the market value of real estate that secures mortgage loans could diminish due to factors outside of RAIT’s control; adverse governmental or regulatory policies may be enacted; management and other key personnel may be lost; competition from other REITs and other specialty finance companies may increase; and general business and economic conditions could adversely affect credit quality and loan originations.

RAIT does not undertake to update forward-looking statements in this press release or with respect to matters described herein, except as may be required by law.

RAIT Financial Trust Contact

Andres Viroslav
215-243-9000
aviroslav@raitft.com

1

RAIT Financial Trust
Consolidated Statements of Operations
(Dollars in thousands, except share and per share information)
(unaudited)

                                 
    For the Three-Month   For the Nine-Month
    Period Ended   Period Ended
    September 30   September 30
    2007   2006   2007   2006
Revenue:
                               
Investment interest income
  $ 232,987     $ 27,432     $ 672,053     $ 71,775  
Investment interest expense
    (186,926 )     (7,617 )     (526,827 )     (19,516 )
Provision for losses
    (6,099 )           (10,662 )      
Change in fair value of free-standing derivatives
    1,673             6,715        
 
                               
Net investment income
    41,635       19,815       141,279       52,259  
Rental income
    3,059       2,846       8,083       9,554  
Fee and other income
    11,325       3,815       20,889       11,702  
 
                               
Total revenue
    56,019       26,476       170,251       73,515  
Expenses:
                               
Compensation expense
    10,187       1,880       24,359       5,551  
Real estate operating expenses
    3,433       2,399       8,711       6,478  
General and administrative
    7,008       1,095       19,077       3,159  
Depreciation
    1,945       307       3,816       917  
Amortization of intangible assets
    17,473             46,051        
 
                               
Total expenses
    40,046       5,681       102,014       16,105  
Income before interest and other income (expense), minority interest, income taxes, and income from discontinued operations
    15,973       20,795       68,237       57,410  
Interest and other income
    6,004       291       15,360       943  
Losses on sales of assets
    (7,569 )           (10,329 )      
Unrealized losses on interest rate hedges
    (3,122 )           (2,605 )      
Equity in loss of equity method investments
    (49 )     (233 )     (57 )     (233 )
Asset impairments
    (342,954 )           (342,954 )      
Minority interest
    93,357       (8 )     81,482       (18 )
 
                               
Income (loss) before taxes and discontinued operations
    (238,360 )     20,845       (190,866 )     58,102  
Income tax (provision) benefit
    (1,534 )           3,546        
 
                               
Income (loss) from continuing operations
    (239,894 )     20,845       (187,320 )     58,102  
Income (loss) from discontinued operations
    (340 )     89       (132 )     4,231  
 
                               
Net income (loss)
    (240,234 )     20,934       (187,452 )     62,333  
Income allocated to preferred shares
    (3,357 )     (2,519 )     (8,403 )     (7,557 )
Net income (loss) available to common shares
  $ (243,591 )   $ 18,415     $ (195,855 )   $ 54,776  
Earnings (loss) per share—Basic:
                               
Continuing operations
  $ (4.01 )   $ 0.65     $ (3.23 )   $ 1.81  
Discontinued operations
    (0.01 )     —         —         0.15  
 
                               
Total earnings (loss) per share—Basic
  $ (4.02 )   $ 0.65     $ (3.23 )   $ 1.96  
Weighted-average shares outstanding—Basic
    60,664,698       28,120,830       60,581,559       27,977,558  
Earnings (loss) per share—Diluted:
                               
Continuing operations
  $ (4.01 )   $ 0.65     $ (3.23 )   $ 1.80  
Discontinued operations
    (0.01 )     —         —         0.15  
 
                               
Total earnings (loss) per share—Diluted
  $ (4.02 )   $ 0.65     $ (3.23 )   $ 1.95  
Weighted-average shares outstanding—Diluted
    60,664,698       28,256,714       60,581,559       28,102,400  

2

RAIT Financial Trust
Consolidated Balance Sheets
(Dollars in thousands, except share and per share information)
(unaudited)

                 
    As of   As of
    September 30, 2007   December 31, 2006
Assets
               
Investments in securities:
               
Available-for-sale securities
  $ 3,932,155     $ 3,978,999  
Security-related receivables
    1,488,750       1,159,312  
 
               
Total investments in securities
    5,420,905       5,138,311  
Investments in mortgages and loans, at amortized cost:
               
Residential mortgages and mortgage-related receivables
    4,167,907       4,676,950  
Commercial mortgages, mezzanine loans and other loans
    2,235,102       1,250,945  
Allowance for losses
    (15,594 )     (5,345 )
 
               
Total investments in mortgages and loans
    6,387,415       5,922,550  
Investments in real estate interests
    284,655       139,132  
Cash and cash equivalents
    176,590       99,367  
Restricted cash
    441,040       292,869  
Accrued interest receivable
    139,559       111,238  
Warehouse deposits
    35,202       44,618  
Other assets
    43,425       42,274  
Deferred financing costs, net of accumulated amortization of $2,588 and $1,709, respectively
    54,980       16,729  
Intangible assets, net of accumulated amortization of $49,226 and $3,175, respectively
    76,954       121,046  
Goodwill
    75,619       132,372  
 
               
Total assets
  $ 13,136,344     $ 12,060,506  
 
               
Liabilities and shareholders’ equity
               
Indebtedness:
               
Repurchase agreements and other indebtedness
  $ 345,162     $ 1,255,518  
Mortgage-backed securities issued
    3,901,661       3,697,291  
Trust preferred obligations
    437,220       643,639  
CDO notes payable
    6,648,571       4,855,743  
Convertible senior notes
    425,000        
 
               
Total indebtedness
    11,757,614       10,452,191  
Accrued interest payable
    102,442       67,393  
Accounts payable and accrued expenses
    17,402       22,930  
Deferred taxes, borrowers’ escrows and other liabilities
    193,816       158,197  
Distributions payable
    31,505       39,118  
 
               
Total liabilities
    12,102,779       10,739,829  
Minority interests
    6,303       124,273  
Shareholders’ equity
               
Preferred shares, $0.01 par value per share, 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
    28       28  
8.375% Series B cumulative redeemable preferred shares, liquidation preference $25.00 per share, 2,258,300 shares issued and outstanding
    23       23  
8.875% Series C cumulative redeemable preferred shares, liquidation preference $25.00 per share, 1,600,000 shares issued and outstanding
    16        
Common shares, $0.01 par value per share, 200,000,000 shares authorized, 61,000,401 and 52,151,412 issued and outstanding, including 276,709 and 430,516 unvested restricted share awards, respectively
    607       517  
Additional paid in capital
    1,564,277       1,218,667  
Accumulated other comprehensive income (loss)
    (191,875 )     (3,085 )
Retained earnings (deficit)
    (345,814 )     (19,746 )
 
               
Total shareholders’ equity
    1,027,262       1,196,404  
Total liabilities and shareholders’ equity
  $ 13,136,344     $ 12,060,506  
 
               

3

RAIT Financial Trust
Consolidated Statements of Other Comprehensive Income (Loss)
(Unaudited and dollars in thousands)

                                 
                    For the Nine-Month
    For the Three-Month   Period Ended September
    Period Ended September 30   30
    2007   2006   2007   2006
Net income (loss)
  $ (240,234 )   $ 20,934     $ (187,452 )   $ 62,333  
Other comprehensive income (loss)
                               
Change in fair value of cash-flow hedges
    (142,226 )     (1,205 )     (35,006 )     (1,205 )
Reclassification adjustments associated with unrealized (gains) losses from cash-flow hedges to earnings
    3,122             2,605        
Realized (gains) losses on cash-flow hedges reclassified to earnings
    (2,734 )           (5,816 )      
Realized (gains) losses and other than temporary impairments on available-for-sale securities reclassified to earnings
    285,328             288,088        
Change in fair value of available-for-sale-securities
    (341,608 )           (442,152 )      
 
                               
Total other comprehensive loss before minority interest allocation
    (198,118 )     (1,205 )     (192,281 )     (1,205 )
Allocation to minority interest
    7,234             3,491        
 
                               
Total other comprehensive income (loss)
    (190,884 )     (1,205 )     (188,790 )     (1,205 )
 
                               
Comprehensive income (loss)
  $ (431,118 )   $ 19,729     $ (376,242 )   $ 61,128  
 
                               

4

Schedule I
RAIT Financial Trust
Reconciliation of Shareholders’ Equity to Tangible Book Value and Economic Book Value (1)
(Dollars in thousands, except share and per share amounts)
(unaudited)

         
Shareholders’ equity, as reported
  $ 1,027,262
Add (deduct):
   
Liquidation value of preferred shares (2)
  (165,458 )
Unamortized intangible assets
  (76,954 )
Goodwill
  (75,619 )
Tangible Book Value (11.63 per share) (3)
  709,231
Add (deduct):
       
Unrealized losses recognized in excess of value at risk.
  100,000
 
   
Economic Book Value
  $ 809,231
 
   
Shares outstanding as of September 30, 2007
  61,000,401
 
   
Economic Book Value per share
  $ 13.27
 
   

  (1)   Management views economic book value as a useful and appropriate supplement to shareholders’ equity and book value per share. The measure serves as an additional measure of our value because it facilitates evaluation of us without the effects of unrealized losses on investments in excess of our value at risk. Under GAAP, we are required to absorb unrealized losses on investments of certain of our consolidated entities, primarily our consolidated securitizations, even if those unrealized losses are in excess of our maximum value at risk, or our investment in those securitizations. Unrealized losses recognized in our financial statements, prepared in accordance with GAAP, that are in excess of our maximum value at risk are added back to shareholders’ equity in arriving at economic book value. Economic book value should be reviewed in connection with shareholders’ equity as set forth in our consolidated balance sheets, to help analyze our value to investors. Economic book value is defined in various ways throughout the REIT industry. Investors should consider these differences when comparing our economic book value to that of other REITs.

  (2)   Based on 2,760,000 Series A preferred shares, 2,258,300 Series B preferred shares, and 1,600,000 Series C preferred shares, all of which have a liquidation preference of $25.00 per share.

  (3)   Tangible book value per share is calculated by subtracting the liquidation value of RAIT’s cumulative redeemable preferred shares, goodwill and net intangible assets from total shareholders’ equity and dividing the result by the number of common shares outstanding at the end of the period.

5

Schedule II
RAIT Financial Trust
Reconciliation of GAAP Net Income (Loss) Available to Common Shares to Adjusted Earnings (1)
(Dollars in thousands, except share and per share amounts)
(unaudited)

                                 
    For the Three-Month   For the Nine-Month
    Period Ended September 30   Period Ended September 30
    2007   2006   2007   2006
Net (loss) income available to common shares, as reported
  $ (243,591 )   $ 18,415     $ (195,855 )   $ 54,776  
Add (deduct):
                               
Depreciation on real estate investments
    1,945       307       3,816       917  
Amortization of intangible assets
    17,473             46,051        
Provision for losses
    6,099             10,662        
Unrealized losses on interest rate hedges
    3,122             2,605        
Asset impairments, net of minority interest of $95,986
    246,968             246,968        
Share-based compensation
    3,016             8,753        
Non-recurring items (2)
                2,985        
Fee income deferred (realized)
    (5,263 )           27,732        
Deferred tax provision (benefit)
    3,245             (15,445 )      
 
                               
Adjusted earnings
  $ 33,014     $ 18,722     $ 138,272     $ 55,693  
 
                               
Weighted-average shares outstanding—Diluted
    60,664,698       28,256,714       60,581,559       28,102,400  
 
                               
Adjusted earnings, per share
  $ 0.54     $ 0.66     $ 2.28     $ 1.98  
 
                               
                                 
Distributions declared per common share
  $ 0.46     $ 0.72     $ 2.10     $ 1.95  

  (1)   During 2007, RAIT began evaluating its performance based on several measures, including adjusted earnings. Management views adjusted earnings as useful and appropriate supplements to net income and earnings per share. The measure serves as an additional measure of RAIT’s operating performance because they facilitate evaluation of RAIT without the effects of certain adjustments in accordance with U.S. generally accepted accounting principles (“GAAP”) that may not necessarily be indicative of current operating performance. Adjusted earnings should not be considered as an alternative to net income or cash flows from operating activities (each computed in accordance with GAAP). Instead, adjusted earnings should be reviewed in connection with net income and cash flows from operating, investing and financing activities in RAIT’s consolidated financial statements, to help analyze how RAIT’s business is performing. Adjusted earnings and other supplemental performance measures are defined in various ways throughout the REIT industry. Investors should consider these differences when comparing RAIT’s adjusted earnings to those of other REITs.

  (2)   Represents the write-off of unamortized deferred financing fees resulting from our termination of a line of credit in April 2007.

6

Schedule III
RAIT Financial Trust
Reconciliation of Fee and Other Income to Total Fees Generated (1)
(Dollars in thousands, except share and per share amounts)
(unaudited)

                 
For the Three-Month For the Nine-Month                
Period Ended Period Ended                
September 30, 2007 September 30, 2007                
Fees and other income, as reported
  $ 11,325     $ 20,889  
Add (deduct):
               
Asset management fees, eliminated
    6,300       16,538  
Deferred structuring fees
      11,413  
Deferred (realized) origination fees, net of amortization
    (5,263 )     16,319  
Total fees generated
  $ 12,362     $ 65,159  
 
               

  (1)   Total fees generated is a non-GAAP financial measurement and does not purport to be an alternative to fee and other income determined in accordance with GAAP as a measure of operating performance or to cash flows from operating as a measure of liquidity. RAIT believes the presentation of Total Fees Generated is useful to investors because it demonstrates RAIT’s ability to generate fees, which creates additional yield.

7

Schedule IV
RAIT Financial Trust
Reconciliation of Net Income Available to Common Shares to
Estimated REIT Taxable Income (1)
(Dollars in thousands, except share and per share amounts)
(unaudited)

                                 
For the Three-Month For the Nine-Month            
Period Ended September 30 Period Ended September 30            
    2007   2006   2007   2006
Net income available to common shares, as reported
  $ (243,591 )   $ 18,415     $ (195,855 )   $ 54,776  
Add (deduct):
                               
Provision for losses
    6,099             10,662        
Asset impairments, net of minority interest of $95,986
    246,968             246,968        
Book to tax differences on gains and losses on sales of assets
    5,028             5,028       8,184  
Domestic TRS book-to-total taxable income differences:
                               
Income tax benefit (provision)
    1,534             (3,546 )      
Fees (realized) deferred or eliminated in consolidation
    (5,472 )           27,377        
Amortization of intangible assets
    17,473             46,051        
Share-based compensation and other temporary tax differences
    (14,243 )           (11,595 )      
Securitization investments aggregate book-to-taxable income differences (2)
    3,020             2,641        
Accretion of loan discounts
    472             2,132        
Other book to tax differences
    (42 )     (224 )     (165 )     (1,735 )
 
                               
Total taxable income
    17,246       18,191       129,698       61,225  
Add (Deduct): Taxable loss (income) attributable to domestic TRS entities
    9,673             (25,954 )      
Add: Dividends paid by domestic TRS entities
                27,250        
 
                               
Estimated REIT taxable income (prior to deduction for dividends paid)
  $ 26,919     $ 18,191     $ 130,994     $ 61,225  
 
                               
Weighted-average shares outstanding—Diluted
    60,664,698       28,256,714       60,581,559       28,102,400  
Estimated REIT taxable income, per share
  $ 0.44     $ 0.64     $ 2.16     $ 2.18  
 
                               

  (1)   Estimated REIT taxable income is a non-GAAP financial measurement and does not purport to be an alternative to net income determined in accordance with GAAP as a measure of operating performance or to cash flows from operating as a measure of liquidity. REIT taxable income excludes the undistributed taxable income of RAIT’s domestic taxable REIT subsidiaries, which is not included in estimated REIT taxable income until distributed to RAIT. There is no requirement that RAIT’s domestic taxable REIT subsidiaries distribute their earnings to RAIT. Estimated REIT taxable income, however, includes the taxable income of RAIT’s foreign taxable REIT subsidiaries because RAIT will generally be required to recognize and report such taxable income as earned on an accrual basis. These non-GAAP financial measurements are important to RAIT, since RAIT are a real estate investment trust and are required to pay substantially all of RAIT’s REIT taxable income in the form of distributions to RAIT’s shareholders. Because not all REITs use identical calculations, this presentation of estimated REIT taxable income may not be comparable to other similarly titled measures prepared and reported by other companies.

  (2)   Amounts reflect the aggregate book-to-total taxable income differences and are primarily comprised of (a) unrealized gains on interest rate hedges within securitization entities and CDOs, (b) amortization of original issue discounts and debt issuance costs (c) differences in tax year-ends between us and our CDO investments and (d) asset impairments recorded for GAAP purposes and not recorded for tax purposes.

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