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): August 3, 2011
CAPITAL TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland | 1-14788 | 94-6181186 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
410 Park Avenue, 14th Floor,
New York, NY |
10022 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 655-0220
N/A |
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On August 3, 2011, Capital Trust, Inc. (the “Company”) issued a press release reporting the financial results for its fiscal quarter ended June 30, 2011. A copy of the press release is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.
On August 4, 2011, the Company held a conference call to discuss the financial results of the Company for its first fiscal quarter ended June 30, 2011. A copy of the transcript of the call is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 2.02 disclosure. The transcript has been selectively edited to facilitate the understanding of the information communicated during the conference call.
The information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description | |
99.1
|
Press release dated August 3, 2011 | |
99.2
|
Transcript from first quarter ended June 30, 2011 earnings conference call held on August 4, 2011 |
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.
CAPITAL TRUST, INC.
By: /s/ Geoffrey
G. Jervis
Name: Geoffrey G. Jervis
Title: Chief Financial
Officer
Date: August 9, 2011
Exhibit Index
Exhibit Number | Description | |
99.1
|
Press release dated August 3, 2011 | |
99.2
|
Transcript from first quarter ended June 30, 2011 earnings conference call held on August 4, 2011 |
Contact: | Douglas Armer (212) 655-0220 |
| Operating Results: |
| Reported consolidated net loss of $1.8 million, or $(0.08) per share
for the second quarter. |
||
| Consolidated assets were $2.4 billion as of June 30, 2011, offset by
consolidated liabilities of $2.5 billion, resulting in a shareholders deficit of
$110.9 million. |
||
| Consistent with last quarter, the Company reported adjusted earnings
and adjusted balance sheets for Capital Trust, Inc. and its subsidiary, CT Legacy
REIT. These adjusted presentations generally exclude consolidated securitization
vehicles and loan participations sold from the Companys operating results and
financial position, as well as certain non-cash expenses related to hedging
activities. |
||
| The Companys adjusted loss for the second quarter was $6.3 million,
or $(0.28) per share. |
| The Companys adjusted results were primarily attributable to the loss
it recognized from its investment in CT Legacy REIT. CT Legacy REIT lost
$14.7 million for the quarter on an adjusted basis, of which the Company
recognized $6.0 million. Absent this loss, the Companys adjusted net loss
was $297,000, driven by a $1.1 million income tax provision. The Companys
cash-basis net income was $1.5 million for the quarter. |
| Adjusted assets were $108.1 million as of June 30, 2011, offset by
adjusted liabilities of $16.1 million, resulting in adjusted shareholders
equity of $91.9 million. Based on 24.7 million shares outstanding (fully
diluted basis) at quarter end, adjusted book value per share was $3.73. |
Page 1 of 9
| Assets: |
| Cash of $28.4 million as of June 30, 2011. |
||
| $10.5 million co-investment in CT Opportunity Partners I, LP ($25.0
million commitment, of which $14.5 million remains unfunded). |
||
| Equity interest in the CT Legacy REIT portfolio of $65.6 million on
an adjusted basis. During the quarter the Company purchased
additional class B shares of CT Legacy REIT from its former lenders, resulting in a $708,000 increase
to adjusted book value. Net of its obligations under the secured notes and
management incentive awards plan described above, the Companys equity interest in
the CT Legacy REIT portfolio is $45.1 million on an adjusted basis. |
| Liabilities: |
| No recourse liabilities. |
||
| $7.5 million face amount of notes (payoff amount of $11.1 million)
secured solely by the Companys initial equity interests in the common stock of CT
Legacy REIT. The secured notes mature on March 31, 2016 and bear interest at a
rate of 8.2%, which may be deferred until maturity. |
Page 2 of 9
| Adjusted Operating Results: |
| CT Legacy REITs adjusted net loss of $14.7 million for the quarter
was primarily driven by (i) $9.4 million of provisions for loan losses, (ii) a
$4.4 million non-cash charge to interest expense related to discount recognition
on the partial repayment of its mezzanine loan, and (iii) $1.9 million of
preferred dividends. CT Legacy REITs cash-basis net income was $1.2 million for
the quarter. |
| Assets: |
| Cash of $10.2 million as of June 30, 2011. |
||
| 20 loans with a principal balance of $434.1 million, adjusted book
balance of $279.3 million, and fair value of $248.3 million |
| Collected $206.6 million on 11 loans representing a 99% recovery of par
in the aggregate (41.5% of the net book value of the portfolio as of March
31, 2011) |
||
| $9.4 million of new impairments recorded during the quarter (total
impairments in the portfolio of $154.8 million against seven loans) |
| 14 securities with a principal balance of $144.4 million, adjusted
book balance of $30.7 million, and fair value (excluding CDO residual interests)
of $3.8 million. |
| No new credit impairments recorded during the quarter (total credit
impairments in the portfolio of $110.9 million against nine securities) |
| Liabilities: |
| Repayment of $185.4 million of repurchase obligations (60.8% of their
post-restructuring balance), including the full repayment and termination of the
Morgan Stanley and Citigroup facilities and a release of their remaining
collateral. The only remaining repurchase obligation is a $119.3 million facility
with JP Morgan. |
| Interest rate LIBOR+2.50% |
||
| Matures December 15, 2014 |
||
| Subject to predetermined pay down hurdles and rate increases |
| $20.0 million paydown of the mezzanine loan, a 24% reduction from the
original balance at March 31, 2011 for a remaining balance of $63.0 million. |
| 15.0% interest rate (8.0% paid current, 7.0% deferred) |
||
| Matures on March 31, 2016 |
Page 3 of 9
| CTIMCO is currently investing CT Opportunity Partners I, a fund with $540 million of total
equity commitments of which $313 million remains undrawn. |
| CTIMCO manages three other funds with total original equity commitments of $1.4 billion and
total investments of $1.0 billion. |
| During the quarter, CTIMCO originated four new investments, $180.7 million in the
aggregate, for its investment management vehicles. |
Page 4 of 9
Page 5 of 9
Adjusted Balance Sheet | |||||||||||||||||
Consolidated GAAP | Adjustments | CT Legacy | Capital | ||||||||||||||
Capital Trust, Inc. | (1)(2)(3) | REIT | Trust, Inc. | ||||||||||||||
Assets |
|||||||||||||||||
Cash and cash equivalents |
$ | 28,430 | $ | | $ | | $ | 28,430 | |||||||||
Loans receivable, net |
28,660 | (28,660 | ) | | | ||||||||||||
Equity investments in unconsolidated
subsidiaries |
9,851 | | | 9,851 | |||||||||||||
Investment in CT Legacy REIT |
| 65,579 | | 65,579 | |||||||||||||
Deferred income taxes |
1,597 | | | 1,597 | |||||||||||||
Prepaid expenses and other assets |
1,985 | 625 | | 2,610 | |||||||||||||
Subtotal |
70,523 | 37,544 | | 108,067 | |||||||||||||
Assets of Consolidated VIEs |
|||||||||||||||||
CT Legacy REIT, Excluding Securitization
Vehicles |
|||||||||||||||||
Restricted cash |
10,225 | | 10,225 | | |||||||||||||
Securities held-to-maturity |
3,664 | 26,999 | 30,663 | | |||||||||||||
Loans receivable, net |
247,190 | | 247,190 | | |||||||||||||
Loans held-for-sale, net |
32,107 | | 32,107 | | |||||||||||||
Accrued interest receivable and other assets |
5,995 | | 5,995 | | |||||||||||||
Subtotal |
299,181 | 26,999 | 326,180 | | |||||||||||||
Assets of consolidated securitization vehicles |
1,995,696 | (1,995,696 | ) | | | ||||||||||||
Total/adjusted assets |
$ | 2,365,400 | ($1,931,153 | ) | $ | 326,180 | $ | 108,067 | |||||||||
Liabilities & Shareholders Equity |
|||||||||||||||||
Accounts payable and accrued expenses |
$ | 8,618 | $ | | $ | | $ | 8,618 | |||||||||
Secured notes |
7,529 | | | 7,529 | |||||||||||||
Participations sold |
28,660 | (28,660 | ) | | | ||||||||||||
Subtotal |
44,807 | (28,660 | ) | | 16,147 | ||||||||||||
Non-Recourse Liabilities of Consolidated VIEs |
|||||||||||||||||
CT Legacy REIT, Excluding Securitization
Vehicles |
|||||||||||||||||
Accounts payable and accrued expenses |
760 | 625 | 1,385 | | |||||||||||||
Repurchase obligations |
119,343 | | 119,343 | | |||||||||||||
Mezzanine loan, net of unamortized discount |
51,631 | | 51,631 | | |||||||||||||
Participations sold |
97,465 | (97,465 | ) | | | ||||||||||||
Interest rate hedge liabilities |
8,288 | | 8,288 | | |||||||||||||
Subtotal |
277,487 | (96,840 | ) | 180,647 | | ||||||||||||
Liabilities of consolidated securitization vehicles |
2,159,276 | (2,159,276 | ) | | | ||||||||||||
Total/adjusted liabilities |
2,481,570 | (2,284,776 | ) | 180,647 | 16,147 | ||||||||||||
Total/adjusted equity |
(110,947 | ) | 348,400 | 145,533 | 91,920 | ||||||||||||
Noncontrolling interests |
(5,223 | ) | 5,223 | | | ||||||||||||
Total/adjusted liabilities and shareholders equity |
$ | 2,365,400 | ($1,931,153 | ) | $ | 326,180 | $ | 108,067 | |||||||||
Basic |
($4.88) | $ 4.04 | |||||
Diluted |
($4.88) | $ 3.73 |
(1) | All securitization vehicles have been deconsolidated and reported at their cash investment
amount, adjusted for current losses relative to the Companys equity investment in each
vehicle. Due to the non-recourse nature of these entities, the Companys investment cannot
be less than zero on a cash basis. See note 11 to the Companys consolidated financial
statements for discussion of consolidated securitization vehicles. |
|
(2) | Loan participations which have been sold to third-parties, and did not qualify for sale
accounting, have been eliminated. See Note 8 to the Companys consolidated financial
statements for discussion of loan participations sold. |
|
(3) | Non-cash interest expense recognized due to interest rate swaps no longer designated as
cash flow hedges has been eliminated. See Note 10 to the Companys consolidated financial
statements for discussion of interest rate swaps not designated as hedging
instruments. |
Page 6 of 9
Adjusted Income Sheet | |||||||||||||||||
Consolidated GAAP | Adjustments | CT Legacy | Capital | ||||||||||||||
Capital Trust, Inc. | (1)(2)(3) | REIT | Trust, Inc. | ||||||||||||||
Income from loans and other investments: |
|||||||||||||||||
Interest and related income |
$ | 69,545 | ($53,250 | ) | $ | 7,541 | $ | 8,754 | |||||||||
Less: Interest and related expenses |
58,543 | (44,275 | ) | 10,261 | 4,007 | ||||||||||||
Income from loans and other investments, net |
11,002 | (8,975 | ) | (2,720 | ) | 4,747 | |||||||||||
Other revenues: |
|||||||||||||||||
Management fees from affiliates |
3,174 | | | 3,174 | |||||||||||||
Servicing fees |
748 | 434 | | 1,182 | |||||||||||||
Total other revenues |
3,922 | 434 | | 4,356 | |||||||||||||
Other expenses: |
|||||||||||||||||
General and administrative |
14,928 | (323 | ) | 1,828 | 12,777 | ||||||||||||
Total other expenses |
14,928 | (323 | ) | 1,828 | 12,777 | ||||||||||||
Total other-than-temporary impairments on securities |
(4,933 | ) | 4,920 | | (13 | ) | |||||||||||
Portion of other-than-temporary impairments on
securities recognized in other comprehensive
income |
(3,271 | ) | 1,631 | | (1,640 | ) | |||||||||||
Net impairments recognized in earnings |
(8,204 | ) | 6,551 | | (1,653 | ) | |||||||||||
Recovery of (provision for) loan losses |
17,249 | (18,769 | ) | (9,434 | ) | 7,914 | |||||||||||
Valuation allowance on loans held-for-sale |
(224 | ) | | (224 | ) | | |||||||||||
Gain on extinguishment of debt |
250,976 | (76,130 | ) | | 174,846 | ||||||||||||
Income from equity investments |
1,797 | | | 1,797 | |||||||||||||
Loss from CT Legacy REIT |
| | | (6,690 | ) | ||||||||||||
Intercompany dividends |
| | (1,896 | ) | 1,896 | ||||||||||||
Income (loss)/adjusted income (loss) before
income taxes |
261,590 | (96,566 | ) | (16,102 | ) | 174,436 | |||||||||||
Income tax provision |
1,450 | | | 1,450 | |||||||||||||
Net income (loss)/adjusted net income (loss)
before noncontrolling interests |
260,140 | (96,566 | ) | (16,102 | ) | 172,986 | |||||||||||
Less: Net income attributable to noncontrolling
interests |
(7,400 | ) | 7,400 | | | ||||||||||||
Net income (loss)/adjusted net income (loss) |
$ | 252,740 | ($89,166 | ) | ($16,102 | ) | $ | 172,986 | |||||||||
Basic |
$11.19 | $ 7.66 | |||||
Diluted |
$10.52 | $ 7.20 |
(1) | All securitization vehicles have been deconsolidated; adjusted balances include only cash
income received from such vehicles. Due to the non-recourse nature of these entities, the
Companys net income from such entities cannot be less than zero on a cash basis. See note
11 to the Companys consolidated financial statements for discussion of consolidated
securitization vehicles. |
|
(2) | Loan participations which have been sold to third-parties, which did not qualify for sale
accounting, have been eliminated. See Note 8 to the Companys consolidated financial
statements for discussion of loan participations sold. |
|
(3) | Non-cash interest expense recognized due to interest rate swaps no longer designated as
cash flow hedges has been eliminated. See Note 10 to the Companys consolidated financial
statements for discussion of interest rate swaps not designated as hedging instruments. |
Page 7 of 9
Adjusted Income Sheet | |||||||||||||||||
Consolidated GAAP | Adjustments | CT Legacy | Capital | ||||||||||||||
Capital Trust, Inc. | (1)(2)(3) | REIT | Trust, Inc. | ||||||||||||||
Income from loans and other investments: |
|||||||||||||||||
Interest and related income |
$ | 32,554 | ($25,013 | ) | $ | 7,541 | $ | | |||||||||
Less: Interest and related expenses |
32,296 | (21,969 | ) | 10,187 | 140 | ||||||||||||
Income from loans and other investments, net |
258 | (3,044 | ) | (2,646 | ) | (140 | ) | ||||||||||
Other revenues: |
|||||||||||||||||
Management fees from affiliates |
1,595 | | | 1,595 | |||||||||||||
Servicing fees |
438 | 211 | | 649 | |||||||||||||
Total other revenues |
2,033 | 211 | | 2,244 | |||||||||||||
Other expenses: |
|||||||||||||||||
General and administrative |
4,649 | (53 | ) | 518 | 4,078 | ||||||||||||
Total other expenses |
4,649 | (53 | ) | 518 | 4,078 | ||||||||||||
Total other-than-temporary impairments on |
|||||||||||||||||
securities |
| | | | |||||||||||||
Portion of other-than-temporary impairments on
securities recognized in other comprehensive
income |
| | | | |||||||||||||
Net impairments recognized in earnings |
| | | | |||||||||||||
Recovery of (provision for) loan losses |
8,088 | (17,522 | ) | (9,434 | ) | | |||||||||||
Valuation allowance on loans held-for-sale |
(224 | ) | | (224 | ) | | |||||||||||
Gain on extinguishment of debt |
937 | (937 | ) | | | ||||||||||||
Income from equity investments |
842 | | | 842 | |||||||||||||
Loss from CT Legacy REIT |
| | | (5,975 | ) | ||||||||||||
Intercompany dividends |
| | (1,896 | ) | 1,896 | ||||||||||||
Income (loss)/adjusted income
(loss) before income taxes |
7,285 | (21,239 | ) | (14,718 | ) | (5,211 | ) | ||||||||||
Income tax provision |
1,061 | | | 1,061 | |||||||||||||
Net income (loss)/adjusted net income (loss)
before noncontrolling interests |
6,224 | (21,239 | ) | (14,718 | ) | (6,272 | ) | ||||||||||
Less: Net income attributable to noncontrolling
interests |
(8,069 | ) | 8,069 | | | ||||||||||||
Net income (loss)/adjusted net income (loss) |
($1,845 | ) | ($13,170 | ) | ($14,718 | ) | ($6,272 | ) | |||||||||
Basic |
($0.08) | ($ 0.28) | |||||
Diluted |
($0.08) | ($ 0.28) |
(1) | All securitization vehicles have been deconsolidated; adjusted balances include only cash
income received from such vehicles. Due to the non-recourse nature of these entities, the
Companys net income from such entities cannot be less than zero on a cash basis. See note
11 to the Companys consolidated financial statements for discussion of consolidated
securitization vehicles. |
|
(2) | Loan participations which have been sold to third-parties, which did not qualify for sale
accounting, have been eliminated. See Note 8 to the Companys consolidated financial
statements for discussion of loan participations sold. |
|
(3) | Non-cash interest expense recognized due to interest rate swaps no longer designated as
cash flow hedges has been eliminated. See Note 10 to the Companys consolidated financial
statements for discussion of interest rate swaps not designated as hedging instruments. |
Page 8 of 9
Page 9 of 9
Operator:
|
Hello and welcome to the Capital Trust Second Quarter 2011
Results Conference Call. Before we begin, please be
advised that the forward-looking statements contained on
this conference call are subject to certain risks and
uncertainties, including but not limited to, the continued
credit performance of the Companys loan and CMBS
investments, its assets/liability mix, the effectiveness
of the Companys hedging strategy, the rate of repayment
of the companys portfolio assets, and the impact of these
events on the Companys cash flow, as well as other risks
indicated from time to time in the Companys Form 10-K and
Form 10-Q filings with the Securities and Exchange
Commission. The company assumes no obligation to update
or supplement forward-looking statements that become
untrue because of subsequent events or circumstances.
There will be a Q&A session following the conclusion of
this presentation. At that time, I will provide
instructions for submitting your question to management. I
will now turn the call over to Steve Plavin, CEO of
Capital Trust. Please go ahead. |
|
Stephen Plavin:
|
Good morning everyone. Thank you for joining us and for
your interest in Capital Trust. |
|
With me are Geoff Jervis, our Chief Financial Officer and
Tom Ruffing our Chief Credit Officer and Head of Asset
Management. |
||
Last night, we filed our 10Q and announced our results for
the second quarter, our first full quarter of operating CT
Legacy REIT, the entity formed March 31, 2011 to hold our
legacy assets. Geoff will take you through our quarterly
results and also discuss our Adjusted Balance Sheet and
Operating Results. I will focus my remarks on Capital
Trust and the commercial mortgage market. |
Post-restructure, the financial condition of Capital Trust
is greatly improved. We have isolated the downside risk
associated with our peak of the market balance sheet
assets while maintaining management control and a
significant ownership interest in the portfolio. By having
established the necessary time to work and collect our
legacy assets in a market that should improve over time,
we will maximize the recovery for all Legacy REIT
stakeholders, the largest of which are the CT
shareholders. |
||
CT Investment Management Co, or CTIMCO, our wholly-owned
management subsidiary maintains strong capabilities in
lending, investing, asset management and capital raising.
CTIMCO manages its public company parent, the legacy asset
REIT, four CT sponsored private equity funds, five CDOs,
and loan workouts and restructurings as a CMBS special
servicer. |
||
This past quarter, the first for CT Legacy REIT,
exemplified the asset management strength of our platform.
During the quarter, CT Legacy REIT collected 207 million
dollars on 11 loans representing a 99% of par recovery.
Although there are still significant credit challenges
within the Legacy REIT portfolio, particularly with the
2006-2007 originations, we are confident that Tom and his
team will maximize recoveries. |
||
As for the markets in general- Volatility in global
financial markets and economies combined with uncertain
domestic economic and employment growth prospects have
chilled the recovery in commercial real estate financial
markets. The CMBS market has had its first significant
setback since it re-started in 2009. Although credit
performance of current vintage CMBS is likely to be very
strong, subordination levels had already started to
contract and some investors started feeling a little déjà
vu. But when S&P withdrew its ratings on a deal about to
close in an environment in which investors
assumed ratings would be a better market governor than in the past, investor
confidence was further shaken. |
The reality is neither legacy borrowers nor investors have fully recovered from
the shock of the 2008 CMBS market collapse and the constant reminder provided by
continued weak credit performance of many legacy securitizations. As a result,
investors and borrowers have been slow to return to the CMBS market and now the
market may contract before it starts to grow again. And with Life companies
approaching peak origination levels, they cannot take up the slack from the
declining CMBS and still weak bank markets. |
||
These market forces combined with the maturity of many peak-of the-market
financings should create a better, more opportunistic investment environment.
With over 80 billion dollars of loans still in special servicing and values
improved from trough levels, there will be fewer extensions and more loan sales
and foreclosures that will generate additional transactions. We are active as an
investor and a special servicer on large structured financings and will be on
the front lines of several upcoming workouts. |
||
While the specific opportunities in commercial mortgage finance will evolve and
change over time, we believe that the scale of the opportunity is great and that
our platform is very well positioned to capitalize on these opportunities. There
will be a need for mezzanine financing to fill the proceeds gap on
recapitalizations and acquisitions as the peak of the market 5-year loans
mature. The floating rate market, an historic area of strength for CT, is still
dislocated and highly inefficient; the commercial banks, CMBS originators and
CMBS investors have not returned to the floating rate market which is now
significantly funded by private bridge lenders with a high cost of capital. |
We also see an expanding investment opportunity in the low LTV mezzanine
segment, particularly as the CMBS market struggles to absorb large offerings. We
continue to be active in this space through our High Grade funds and related
separate accounts, providing low risk financing junior to investment grade loans
on core assets. |
||
As we aggressively manage our portfolios and continue to make new investments
for our private funds, we continue to evaluate all of our options regarding how
to best position CT for the future. We expect to significantly advance this
process over the coming quarters. And with that, I will turn it over to Geoff. |
||
Geoffrey Jervis:
|
Thank you Steve and good morning everyone. |
|
As Steve mentioned, last night we reported our earnings
for the second quarter and filed our Form 10Q.
Consolidated net loss for the second quarter was $1.8
million or ($0.08) per share. |
||
Total consolidated assets on the balance sheet at quarter
end stood at $2.4 billion and total consolidated
liabilities were $2.5 billion, resulting in shareholders
equity of negative $111 million. |
||
As these GAAP numbers show, despite our successful
restructuring in March that returned significant value to
the equity owners of the Company and despite managing an
operationally cash flow positive business, we continue to
be subject to the distortions of GAAP required
consolidation regimes. In order to address these
presentational issues, last quarter we began reporting an
adjusted income statement and balance sheet. We believe
that these adjusted statements allow investors to better
understand the economic condition of the Company. These
financials can be found in the earnings press release we filed last night and also in the |
MD&A section of our Form 10Q. The adjustments
to our GAAP financials are four: first, we eliminate the consolidation of
securitization vehicles under FAS 167, showing only our net investment in such
vehicles and, since all of the liabilities in these vehicles are non-recourse,
we only record a net investment to the extent that it has a positive value.
Second, we eliminate the assets and liabilities on our GAAP financials
associated with loans that we sold, but where the sales did not meet GAAP
criteria for sale accounting, and remain consolidated on our financials...we
refer to these as participations sold. Third, non-cash interest expense related
to interest rate swaps no longer designated as cash flow hedges has been
eliminated. Finally, the fourth adjustment is that we divide the resulting
financial statements into those of CT Legacy REIT and those specific to Capital
Trust. We make this final adjustment because today, Capital Trust represents
two businesses, one, the investment management business, housed in our CTIMCO
subsidiary AND two, our legacy portfolio and the potential recovery from our
ownership interest in CT Legacy REIT. I will get into each entity in more
detail later in my remarks. |
||
All of the numbers discussed from here forward will be from the adjusted
financials, and, as I mentioned earlier, these can be found at the back of our
earnings press release and also in the MD&A section of our 10Q. |
||
Starting with CT Legacy REIT, |
||
As we discussed on our last call, in connection with our March 2011
restructuring, we transferred substantially all of our directly held interest
earning assets to a newly formed entity, CT Legacy REIT, along with all of our
remaining legacy liabilities. The transferred assets included all of our loans
and securities, except for CT CDOs I, II & IV. |
At June 30th, CT Legacy REITs portfolio of interest earning assets included 20
loans with a principal balance of $434 million, adjusted book balance of $279
million, and fair value of $248 million. In addition, CT Legacy REIT held 14
securities with a principal balance of $144 million, adjusted book balance of
$31 million, and fair value (excluding CDO residual interests) of $4 million.
All together, interest earning assets totaled $310 million of adjusted book
balance. In addition to the loan and security portfolios, CT Legacy REIT held
$10 million of cash at quarter end. |
||
During the quarter, CT Legacy REIT collected $207 million on 11 loans or 42% of
the net book value of the loan portfolio as of March 31st. These collections
represented a 99% of par recovery on the 11 loans. The portfolio continues to
perform as expected and, despite the flurry of payoffs in the second quarter, we
do not anticipate similar activity in the near term. |
||
CT Legacy REITs liabilities include a $119 million repurchase facility and a
$63 million mezzanine loan. During the second quarter, CT Legacy REIT repaid
$185 million of repurchase obligations representing 61% of the
post-restructuring balance...with the source for these repayments being the
principal proceeds from the loans and securities that serve as security for each
repo lender. Two of the three repurchase facilities in place on March 31st, the
facilities with Morgan Stanley and Citigroup, were fully repaid during the
quarter, leaving CT Legacy REIT with one repurchase facility with JP Morgan that
carries a cash cost of LIBOR + 2.50% and matures in December 2014, subject to
annual paydown hurdles. The only other interest bearing liability of CT Legacy
REIT is the mezzanine loan from Five Mile Capital. During the quarter, we
repaid $20 million of the original $83 million balance, using principal proceeds
from both previously and newly unencumbered assets as a source for these
repayments. The mezzanine loan carries a 15% fixed rate, of which 8.0% must be
paid current, and 7.0% may be deferred this loan
matures in March 2016. In total, CT Legacy REIT repaid $205 million of interest
bearing liabilities or 53% of the aggregate March 31st balance. |
At June 30, adjusted shareholders equity at CT Legacy REIT was $146 million. |
||
CT Legacy REIT is owned 52% by us, 24% by an affiliate of the mezzanine loan
lender, and 24% by our former lenders under our senior credit facility. In
addition, the former holders of our junior subordinated notes received a
subordinate class of common stock of CT Legacy REIT that entitles them to 25% of
CTs cash flow from its class A common shares in CT Legacy REIT after a gross
$50 million recovery to all of CT Legacy REITs common shareholders. |
||
Using the June 30th adjusted shareholders equity, CTs 52% interest, net
of the class B common stock impact, was $66 million this is the figure that
carries over onto CTs adjusted balance sheet that I will discuss in a moment. |
||
On an adjusted basis, CT Legacy REITs net loss for the second quarter was $14.7
million, driven primarily by $9.4 million in provisions for loan losses, $1.9
million in preferred A dividends that were paid to CT, and a non-cash charge to
interest expense of $4.4 million due to the acceleration of amortization of
discount from the $20.0 million paydown of the mezzanine loan. Looking through
the numbers, cash basis net income, a proxy for operating cash flow, was $1.2
million for the quarter. |
||
As we mentioned in the past, our goal is to manage CT Legacy REIT in order to
maximize the recovery to its shareholders, being mindful of the timeframe in
which we realize that value. From an operational standpoint, cash flow will be
directed to pay operating expenses, debt service, the preferred A dividend |
and to amortize the repurchase obligation and the mezzanine loan. Only after
the repayment of all of CT Legacy REITs debt, will dividends begin to be paid
to the common shareholders. Based upon our estimates of repayment timing, we
expect CT Legacy REIT to commence paying common stock dividends in the 2013/2014
timeframe. |
||
Turning to Capital Trust: |
||
Before we discuss the adjusted balance sheet for CT, I want to spend a moment
discussing the economic aspects of CT post its March 2011 restructuring. As of
June 30th, we have $28 million of cash, no longer have any recourse debt
obligations and have unencumbered ownership of 100% of: (i) our CTIMCO
investment management platform, (ii) our co-investment in CT Opportunity
Partners I, (iii) 100% of the class A preferred stock of CT Legacy REIT,
separate and distinct from our common stock interest, (iv) our residual
ownership interests in CT CDOs I, II, and IV, and (v) our net operating loss
carryforwards. We also have our 52% equity interest in CT Legacy REITs Class A
common stock. Our economic interest in CT Legacy REIT, however, is subject to
(i) our non recourse secured notes, and (ii) the management incentive awards
plan that provides for the participation in the recovery of CT Legacy REIT.
After giving effect to these items, some of which are picked up in the adjusted
financials in the liability section, CTs net interest in CT Legacy REIT would
be $45 million at June 30th. |
||
Looking at the adjusted balance sheet, this economic picture translates into
$108 million of assets as of June 30th. Assets included: cash of $28 million,
our $11 million co-investment in CT Opportunity Partners I, (a $25 million
commitment, of which $14 million remains unfunded), and our equity interest in
the CT Legacy REIT portfolio of $66 million on an adjusted basis. It is
important to note that both GAAP and our adjusted presentation do not
recognize any balance sheet value for CTIMCO, the class A preferred stock in CT
legacy REIT or our NOLs. |
Adjusted liabilities at CT were $16 million as of June 30th with none of the
liabilities being recourse to CT. Liabilities included $7.5 million of
non-recourse secured notes that are collateralized by our class A common equity
interests in CT Legacy REIT. The secured notes bear interest at a fixed rate of
8.2%, which may be deferred until maturity. Any prepayment of the notes will
incur a prepayment penalty, resulting in an ultimate payment amount of $11
million. |
||
Adjusted shareholders equity was $92 million at quarter end and, based on 22.7
million shares outstanding, adjusted book value was $4.04 per share...on a fully
diluted basis, inclusive of the warrants we issued to the former repurchase
agreement lenders in March of 2009, CT has 24.7 million shares outstanding and
fully diluted book value per share was $3.73. |
||
Using the adjusted methodology, CT recorded a net loss for the second quarter of
$6.3 million, or negative $0.28 per share. The net loss was primarily due to
our recognition of the loss at CT Legacy REIT for the period our share of
that loss being $6.0 million. In addition, CT recorded a $1.1 million tax
provision associated with our March restructuring. Stripping it down to cash,
our cash-basis net income for the quarter was $1.5 million. |
||
Turning to our investment management business: |
||
All of our investment management activities are conducted through CTIMCO, our
wholly-owned, investment management subsidiary. CTIMCO currently manages in
excess of $5 billion of assets including the assets of its
public company parent, CT Legacy REIT, five CDOs, three private equity funds and one
separate account. In addition, CTIMCO is an approved special servicer by all
three rating agencies and is the named special servicer on $2.6 billion of
loans. |
CTIMCO continues to invest CT Opportunity Partners I, which has $540 million of
total equity commitments, with approximately $250 million of dry powder.
CTIMCOs other active private equity line, the High Grade business, as we
refer to it, is investing on a discretionary, separate account basis as CT High
Grade Partners IIs investment period expired in May. We look forward to
growing the successful High Grade series of funds going forward. |
||
As Steve mentioned, as we look forward, we see a very attractive commercial real
estate lending environment with favorable supply/demand and competitive
dynamics. Management and the board are currently assessing the best manner in
which Capital Trust and its CTIMCO platform can address that opportunity. |
||
And with that, I will turn it back to Steve. |
||
Stephen Plavin:
|
Thank you, Geoff. Megan, you can open the call to questions. |
|
Operator:
|
Absolutely. At this time, if you would like to ask a question, please press the * and 1 on your touchtone
phone. Please keep in mind that you may remove yourself from the question queue at any time by pressing
the # key. Once again, if you would like to ask a question, it is * and 1 on your touchtone phone. Well
pause momentarily to give all participants the opportunity to queue. Our first question will come from the
site of Chris Mittleman with Mittleman Brothers. Your line is open. |
Chris Mittleman:
|
Hi, guys. I was just curious about CTIMCOs profitability. I dont think its currently running profitably. Is
that true? |
|
Geoffrey Jervis:
|
It is, although again its difficult to see through the GAAP financials. I think that the best way to
look at it would be in terms of the numbers that I mentioned in my remarks: Capital Trust, when you boil
it down, had $1.5 million of positive net income for the quarter which reflects the management fees
associated with CTIMCO, G&A of the company, and also picks up income from our co-investment in CT
Opportunity Partners. |
|
One additional thing I would mention is that typically we have higher levels of special servicing revenue
in a given quarter. This past quarter, however, was low; special servicing fees are lumpy payments, and
so even those results were depressed by the lack of special servicing fees. Our expectation for special
servicing fees for the year as a whole remains robust. |
||
Chris Mittleman:
|
In terms of the AUM of CTIMCO its about $5 billion I think you said now do you have a sense of where I
actually forgot where it was at its peak and where do you think you might be able to get back to at some point? Do you have like
a scale target in line for CTIMCO? |
|
Geoffrey Jervis:
|
Ill answer it were over $6 billion at the height and from a target standpoint, we do not have a target
AUM. What we have I think is more a desire to grow revenues and to do that in the most accretive manner.
Were very happy to focus more on the profitability of the business as opposed to the top line number. I
think that as Legacy REIT repays over time, that number will have some downward pressure on it, but I
dont think that thats going to necessarily have a linear impact on the profitability of the platform. I
think going forward in the businesses that we look to grow the High Grade, the
Opportunity Partners business, and then sort of our bread and butter, mezzanine
business I think those would pressure the number back up. |
Stephen Plavin:
|
We have some large transactions in our portfolio so as those get
resolved, the AUM number becomes volatile. It could move in large increments
just based upon a single asset being resolved. As Geoff mentioned, we do
expect the core business to provide growth with new assets. |
|
Chris Mittleman:
|
Okay. The last thing I would ask and then Ill
step out of the line is Im just wondering about
the on-balance sheet, the possibilities. I know
youve got substantial tax assets, but the question
is whats the best way to utilize them? I was
thinking about the possibilities rights offering
and some other capital raise. To do the on-balance
sheet thing again as you had done in the past, would
it be better to convert out of the REIT status and go
into the C corporation because Im just trying to
think how to best utilize those assets? Have you
guys been giving any thought to that possibility or
is it something thats not on the near-term horizon? |
|
Stephen Plavin:
|
Ill say we consider all possibilities in all tax regimes. The
business that weve thought of as a balance sheet business has really been our
traditional floating rate origination and investment business: whole loans, B
notes and mezzanine loans moderate LTV. As we look at that business in the
future, that should be part of the Capital Trust line up. But we havent
determined whether that would be an on-balance sheet business like it was in
the past, or whether it will be another off-balance sheet business like the
high grade business and the opportunity fund business are capitalized today. |
|
Chris Mittleman:
|
Lets say that alternative was the ultimate decision.
Would it be possible? Would it make sense to change
the corporate structure of CT, the holding company
from a REIT to just a regular C corp to try to better
maybe more
quickly utilize the tax losses? Is that something thats even a remote
consideration? |
Geoffrey Jervis:
|
I think that the best structure to execute
the investment business in a public
company format is certainly a REIT, and so
if we did decide to execute that business
line on balance sheet again, we would
maintain our REIT status. Youre right;
we do have substantial NOLs that if we
de-REIT it and became a traditional C
corp, would be able to shield the degree
of income going forward. But the REIT
rules would preclude us from re-REITing
for five years. So de-REITing
precipitously would be a risky proposition
in that wed have to be certain that the
NOLs would shield our income during that
five year period in order for us to not
incur any tax. So our conclusion is that
the REIT is the best structure for now,
and the chances of us converting to a C
corp will likely depend on the decision
about the balance sheet business. |
|
Chris Mittleman:
|
Okay, that makes sense. Thank you very much. |
|
Operator:
|
As a reminder, if you would like to ask a
question, it is * and 1 on your touchtone
phone; * and 1 if youd like to ask a
question. It appears that there are no
other questions at this time. |
|
Stephen Plavin:
|
Thank you, everyone, for joining us. We
look forward to reporting to you next
quarter. |
|
Operator:
|
This does conclude todays teleconference.
Thank you for your participation. You
may now disconnect. |