-----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, S3G4vhBh1yctxaa17Mqg2ArF9qtNTi2esE438y7GNJq7ZKZ4EQDjxNXuNygeG2eF OgRAoJLUkqSQER9Ih4MLbw== 0001116679-03-001460.txt : 20030519 0001116679-03-001460.hdr.sgml : 20030519 20030519142257 ACCESSION NUMBER: 0001116679-03-001460 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030516 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL TRUST INC CENTRAL INDEX KEY: 0001061630 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946181186 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14788 FILM NUMBER: 03710272 BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126550220 MAIL ADDRESS: STREET 1: BATTLE FOWLER LLP STREET 2: 75 E 55TH ST CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 cap8k.txt 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): May 16, 2003 ------------- CAPITAL TRUST, INC. ------------------- (Exact Name of Registrant as specified in its charter) Maryland 1-14788 94-6181186 - ------------------------------ ------------------ ---------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) 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): Item 9. Regulation FD Disclosure. The information contained in this Item 9 is being furnished pursuant to Item 12 of Form 8-K, "Results of Operations and Financial Condition," in accordance with the interim guidance provided by the Securities and Exchange Commission (the "SEC") in Release No. 33-8216 issued March 27, 2003 (the "SEC Release"). On May 16, 2003, Capital Trust, Inc. (the "Company") issued a press release reporting the financial results for its fiscal quarter ended March 31, 2003. A copy of the press release is attached to this Current Report as Exhibit 99.1. The information in this Current Report, including the exhibit 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, or otherwise subject to the liabilities of such 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 12. Results of Operations and Financial Condition. The information under this caption is furnished by the Company under Item 9 in place of Item 12 of Form 8-K in accordance with the interim guidance provided by the SEC in the SEC Release. 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/ John R. Klopp ----------------------- Name: John R. Klopp Title: Chief Executive Officer Date: May 19, 2003 Exhibit Index Exhibit Number Description -------------- ----------- 99.1 Press release, dated May 16, 2003 EX-99 3 ex99-1.txt EX. 99.1: PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] [GRAPHIC OMITTED] Contact: Rubenstein Associates Robert Solomon: (212) 843-8050 Scott Tagliarino: (212) 843-8057 Capital Trust Reports First Quarter 2003 Results ------------------------------------------------ NEW YORK, NY - May 16, 2003 - Capital Trust, Inc. (NYSE: CT) today reported first quarter 2003 net income of 46 cents per share (diluted), representing an increase of 22 cents per share (diluted) over the same period in the prior year. In February, the Company announced that its Board of Directors had approved a plan for the Company to elect to be taxed as a real estate investment trust ("REIT") commencing January 1, 2003. The reduction in taxes from the election of REIT status was the main driver of the increase in earnings per share over the same period in the prior year. On April 2, 2003, the Company's charter was amended and restated to eliminate from the authorized stock of the Company the entire 100,000,000 shares of the Company's authorized but unissued class B common stock and to effect a one (1) for three (3) reverse stock split of the Company's class A common stock. All per share information concerning the computation of earnings per share, dividends per share, and authorized stock reported in the accompanying Consolidated Balance Sheets and Consolidated Statements of Income and herein have been adjusted as if the amendments to the Company's charter were in effect for all fiscal periods and as of all balance sheet dates presented. "We are pleased to report operating results in line with our expectations," said John Klopp, Capital Trust's CEO. "With the structuring necessary to elect REIT status now complete, we are fully focused on growing our balance sheet and investment management businesses." 1 Capital Trust Page 2 Operating Results - ----------------- For the quarter ended March 31, 2003, the Company reported total revenues of $11.1 million and net income of 46 cents per share (based on 5.5 million weighted average diluted shares outstanding) compared to total revenues of $13.9 million and net income of 24 cents per share (based on 6.5 million weighted average diluted shares outstanding) in the same period of 2002. Outlined below are selected financial highlights for the quarter: Balance Sheet - ------------- Total assets were $384.5 million at March 31, 2003, reflecting a slight decline from $385.0 million at December 31, 2002. On January 31, 2003, the Company purchased from affiliates of Citigroup their 75% interest in CT Mezzanine Partners I for a price of $38.4 million (including the assumption of liabilities), adding to assets $48.3 million of loans receivable, net, which more than offset the $46.9 million of total asset repayments during the quarter. At quarter-end, total debt was $205.0 million, up slightly from $200.1 million at December 31, 2002, and the Company's debt-to-equity ratio was 1.2-to-1 at the end of each period (treating the remaining convertible trust preferred securities as equity). During the quarter ended March 31, 2003, the Company purchased from affiliates of Citigroup warrants exercisable for 2,842,822 shares of common stock for a total price of $2.1 million and bought 66,427 shares of class A common stock under the open market share repurchase program for $947,000 accounting for most of the $3.7 million decrease in stockholder's equity from the amount reported at December 31, 2002. Income Statement - ---------------- Interest income for the quarter ended March 31, 2003 declined from the same period in the prior year as a result of significant asset sales and repayments. This decrease was partially offset by a reduction of interest expense as cash received from the asset sales and repayments was utilized to reduce liabilities. The combined impact reduced net interest income from loans and other investments by $1.7 million when comparing the quarter ended March 31, 2003 to the quarter ended March 31, 2002. As a result of the redemption of $60 million of the convertible trust preferred securities on September 30, 2002, distributions and amortization on these securities were reduced by $1.6 million when comparing the quarter ended March 31, 2003 to the same period in the prior year. Coupled with the reduction in taxes as a result of the Company electing REIT status, this more than offset the decreases in net interest income from loans and other investments resulting in the Company reporting net income of $2.5 million for the quarter ended March 31, 2003 compared to net income of $1.6 million for the quarter ended March 31, 2002. 2 Capital Trust Page 3 Dividends - --------- At its March 11, 2003 meeting, the Company's Board of Directors declared a first quarter 2003 cash dividend of $0.45 per share of Class A Common Stock. The cash dividend was paid on April 15, 2003 to stockholders of record on March 31, 2003. Forward-Looking Statements - -------------------------- The forward-looking statements contained in this news release are subject to certain risks and uncertainties including, but not limited to, the continued performance, new origination volume and the rate of repayment of the Company's and its Funds' loan and investment portfolio; the continued maturity and satisfaction of the Company's portfolio assets; as well as other risks indicated from time to time in the Company's 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. Capital Trust, Inc. is an investment management and finance company focused on the commercial real estate industry and headquartered in New York. To date Capital Trust, for its own account or for funds under management, has originated $2.9 billion of commercial real estate mezzanine investments in 93 separate transactions. Tables to follow 3 Capital Trust, Inc. and Subsidiaries Consolidated Balance Sheets March 31, 2003 and December 31, 2002 (in thousands)
March 31, December 31, ---------------- ---------------- 2003 2002 ---------------- ---------------- (Unaudited) (Audited) Assets Cash and cash equivalents $ 11,176 $ 10,186 Available-for-sale securities, at fair value 46,414 65,233 Commercial mortgage-backed securities available-for-sale, at fair value 156,373 155,780 Loans receivable, net of $6,672 and $4,982 reserve for possible credit losses at March 31, 2003 and December 31, 2002, respectively 135,762 116,347 Equity investment in CT Mezzanine Partners I LLC ("Fund I"), CT Mezzanine Partners II LP ("Fund II") and CT MP II LLC ("Fund II GP") (together "Funds") 28,415 28,974 Deposits and other receivables 24 431 Accrued interest receivable 2,725 4,422 Deferred income taxes 1,755 1,585 Prepaid and other assets 1,825 2,018 ---------------- ---------------- Total assets $ 384,469 $ 384,976 ================ ================ Liabilities and Stockholders' Equity Liabilities: Accounts payable and accrued expenses $ 6,873 $ 9,067 Credit facility 44,468 40,000 Term redeemable securities contract 20,000 -- Repurchase obligations 140,495 160,056 Deferred origination fees and other revenue 895 987 Interest rate hedge liabilities 2,258 1,822 ---------------- ---------------- Total liabilities 214,989 211,932 ---------------- ---------------- Company-obligated, mandatory redeemable, convertible trust preferred securities of CT Convertible Trust I, holding $89,742 of convertible 10.0% junior subordinated debentures at March 31, 2003 and December 31, 2002 ("Convertible Trust Preferred Securities") 89,107 88,988 ---------------- ---------------- Stockholders' equity: Class A common stock, $0.01 par value, 100,000 shares authorized, 5,410 and 5,405 shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively ("Class A Common Stock") 54 54 Restricted Class A Common Stock, $0.01 par value, 17 and 100 shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively ("Restricted Class A Common Stock" and together with Class A Common Stock, "Common Stock") -- 1 Additional paid-in capital 123,654 126,919 Unearned compensation (62) (320) Accumulated other comprehensive loss (29,766) (28,988) Accumulated deficit (13,507) (13,610) ---------------- ---------------- Total stockholders' equity 80,373 84,056 ---------------- ---------------- Total liabilities and stockholders' equity $ 384,469 $ 384,976 ================ ================
4 Capital Trust, Inc. and Subsidiaries Consolidated Statements of Income Three Months Ended March 31, 2003 and 2002 (in thousands, except per share data) (unaudited)
2003 2002 --------------- --------------- Income from loans and other investments: Interest and related income $ 8,959 $ 13,986 Less: Interest and related expenses 2,295 5,649 --------------- --------------- Income from loans and other investments, net 6,664 8,337 --------------- --------------- Other revenues: Management and advisory fees from Funds 1,376 2,491 Income/(loss) from equity investments in Funds 785 (2,694) Advisory and investment banking fees -- 75 Other interest income 19 28 --------------- --------------- Total other revenues 2,180 (100) --------------- --------------- Other expenses: General and administrative 3,704 3,929 Other interest expense -- 12 Depreciation and amortization 232 248 Unrealized (gain)/loss on derivative securities -- (253) Provision for/(recapture of) allowance for possible credit losses -- (2,963) --------------- --------------- Total other expenses 3,936 973 --------------- --------------- Income before income taxes and distributions and amortization on Convertible Trust Preferred Securities 4,908 7,264 Provision for income taxes -- 3,538 --------------- --------------- Income before distributions and amortization on Convertible Trust Preferred Securities 4,908 3,726 Distributions and amortization on Convertible Trust Preferred Securities, net of income tax benefit of $1,855 for the three months ended March 31, 2002 2,363 2,153 --------------- --------------- Net income allocable to Common Stock $ 2,545 $ 1,573 =============== =============== Per share information: Net earnings per share of Common Stock Basic $ 0.46 $ 0.25 =============== =============== Diluted $ 0.46 $ 0.24 =============== =============== Weighted average shares of Common Stock outstanding Basic 5,515,484 6,269,995 =============== =============== Diluted 5,539,446 6,527,480 =============== =============== Dividends declared per share of Common Stock $ 0.45 $ -- =============== ===============
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