-----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, Gq9RLjTnbjRdHaeAJTEwqMQZlB6zKczO3W4JFCFyliAyj2mlC4D/Ct5NmLQQjM6M 05xi8reuuPM6Mqj8Wb14GQ== 0001116679-03-001964.txt : 20030818 0001116679-03-001964.hdr.sgml : 20030818 20030818152753 ACCESSION NUMBER: 0001116679-03-001964 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030815 ITEM INFORMATION: FILED AS OF DATE: 20030818 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: 03853049 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): August 15, 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 12. Results of Operations and Financial Condition. On August 15, 2003, Capital Trust, Inc. (the "Company") issued a press release reporting the financial results for its fiscal quarter ended June 30, 2003. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 12 disclosure. 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, including the exhibit, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. 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: August 18, 2003 Exhibit Index Exhibit Number Description -------------- ----------- 99.1 Press release, dated August 15, 2003 EX-99 3 ex99-1.txt EX. 99.1: PRESS RELEASE [CAPITAL TRUST LOGO] Contact: Rubenstein Associates Robert Solomon: (212) 843-8050 Capital Trust Reports Second Quarter 2003 Results ------------------------------------------------- NEW YORK, NY - August 15, 2003 - Capital Trust, Inc. (NYSE: CT) today reported second quarter 2003 net income of 46 cents per share (diluted), representing an increase of 28 cents per share (diluted) over the same period in the prior year. For the six months ended June 30, 2003, net income totaled 92 cents per share (diluted) compared to 42 cents (diluted) over the same period in the prior year. "We are pleased to report operating results in line with our expectations," said John Klopp, Capital Trust's CEO. "Our plan is to continue to grow both our balance sheet assets and our funds under management. The recent closing of CT Mezzanine Partners III, Inc. ("Fund III") represents a significant step forward in executing that plan." 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. Outlined below are selected financial highlights for the quarter and year to date: Operating Results - ----------------- For the quarter ended June 30, 2003, the Company reported total revenues of $10.7 million and net income of 46 cents per share (based on 5.6 million weighted average diluted shares outstanding) compared to total revenues of $18.2 million and net income of 18 cents per share (based on 6.2 million weighted average diluted shares outstanding) in the same period of 2002. 1 Capital Trust Page 2 For the six months ended June 30, 2003, the Company reported total revenues of $21.8 million and net income of 92 cents per share (based on 5.6 million weighted average diluted shares outstanding) compared to total revenues of $32.1 million and net income of 42 cents per share (based on 6.3 million weighted average diluted shares outstanding) in the same period of 2002. Interest income for the quarter and six months ended June 30, 2003 declined from the same period in the prior year as a result of significantly lower levels of interest earning assets. This decrease was partially offset by a reduction of interest expense as cash received from the asset repayments and sales was utilized to reduce liabilities. The combined impact reduced net interest income from loans and other investments by $2.1 million when comparing the quarter ended June 30, 2003 to the quarter ended June 30, 2002 and $3.8 million when comparing the six months ended June 30, 2003 to the six months ended June 30, 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 $2.0 million and $3.7 million when comparing the quarter and six months ended June 30, 2003, respectively, to the same periods 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 $2.6 million and $5.1 million for the quarter and six months ended June 30, 2003, respectively, compared to net income of $1.1 million and $2.7 million for the quarter and six months ended June 30, 2002, respectively. Balance Sheet - ------------- Total assets were $392.9 million at June 30, 2003, reflecting a slight increase 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 along with new loan originations of $36.5 million in the second quarter more than offset the $61.5 million of total asset repayments during the first half of 2003. At quarter-end, total debt was $199.9 million compared to $200.1 million at December 31, 2002, and the Company's debt-to-equity ratio was 1.1-to-1 at June 30, 2003 compared to 1.2-to-1 at December 31, 2002 (treating the remaining convertible trust preferred securities as equity). 2 Capital Trust Page 3 During the three months ended June 30, 2003, the Company completed the private placement of 1,075,000 shares of class A common stock, which generated net proceeds to the Company of $17.1 million. Offsetting this increase in equity, during the first quarter, the Company purchased from affiliates of Citigroup warrants exercisable for 2,842,822 shares of class A common stock for a total price of $2.1 million and repurchased 66,427 shares of class A common stock under the open market share repurchase program for $947,000. These equity transactions, further offset by changes in unrealized losses on available-for-sale securities and derivative financial instruments, accounted for most of the $4.9 million increase in stockholder's equity from the amount reported at December 31, 2002. Dividends - --------- The Company's Board of Directors declared a second quarter 2003 cash dividend of $0.45 per share of Class A Common Stock. The cash dividend was paid on July 15, 2003 to stockholders of record on June 30, 2003. Subsequent Event - ---------------- On August 8, 2003, the Company announced that Fund III has completed its final closing with $425 million of committed equity capital. Fund III is the third in a series of private equity funds co-sponsored with affiliates of Citigroup Alternative Investments LLC and managed by Capital Trust. 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 $3.1 billion of commercial real estate mezzanine investments in 102 separate transactions. Tables to follow 3 Capital Trust, Inc. and Subsidiaries Consolidated Balance Sheets June 30, 2003 and December 31, 2002 (in thousands) June 30, December 31, ------------ ------------ 2003 2002 ------------ ------------ (Unaudited) (Audited) Assets Cash and cash equivalents $ 5,583 $ 10,186 Available-for-sale securities, at fair value 32,668 65,233 Commercial mortgage-backed securities available-for-sale, at fair value 152,588 155,780 Loans receivable, net of $6,672 and $4,982 reserve for possible credit losses at June 30, 2003 and December 31, 2002, respectively 170,789 116,347 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") 22,683 28,974 Deposits and other receivables 839 431 Accrued interest receivable 2,687 4,422 Deferred income taxes 1,920 1,585 Prepaid and other assets 3,129 2,018 ------------ ------------ Total assets $ 392,886 $ 384,976 ============ ============ Liabilities and Stockholders' Equity Liabilities: Accounts payable and accrued expenses $ 8,280 $ 9,067 Credit facility 29,000 40,000 Term redeemable securities contract 20,000 -- Repurchase obligations 150,900 160,056 Deferred origination fees and other revenue 741 987 Interest rate hedge liabilities 5,809 1,822 ------------ ------------ Total liabilities 214,730 211,932 ------------ ------------ Company-obligated, mandatory redeemable, convertible trust preferred securities of CT Convertible Trust I, holding $89,742 of convertible 10.0% junior subordinated debentures at June 30, 2003 and December 31, 2002 ("Convertible Trust Preferred Securities") 89,227 88,988 ------------ ------------ Stockholders' equity: Class A common stock, $0.01 par value, 100,000 shares authorized, 6,501 and 5,405 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively ("Class A Common Stock") 65 54 Restricted Class A Common Stock, $0.01 par value, 17 and 100 shares issued and outstanding at June 30, 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 140,772 126,919 Unearned compensation (44) (320) Accumulated other comprehensive loss (38,018) (28,988) Accumulated deficit (13,846) (13,610) ------------ ------------ Total stockholders' equity 88,929 84,056 ------------ ------------ Total liabilities and stockholders' equity $ 392,886 $ 384,976 ============ ============ 4 Capital Trust, Inc. and Subsidiaries Consolidated Statements of Income Three and Six Months Ended June 30, 2003 and 2002 (in thousands, except per share data) (unaudited)
Three Months Ended Six Months Ended June 30, June 30, --------------------------------- ---------------------------------- 2003 2002 2003 2002 -------------- -------------- --------------- ---------------- Income from loans and other investments: Interest and related income $ 8,668 $ 12,969 $ 17,627 $ 26,955 Less: Interest and related expenses 2,458 4,614 4,753 10,263 -------------- -------------- --------------- ---------------- Income from loans and other investments, net 6,210 8,355 12,874 16,692 -------------- -------------- --------------- ---------------- Other revenues: Management and advisory fees from Funds 1,432 2,585 2,808 5,076 Income/(loss) from equity investments in Funds 533 920 1,318 (1,774) Advisory and investment banking fees -- 75 -- 150 Net gain on sales of investments and reduced maturity of fair value hedge -- 1,651 -- 1,651 Other interest income 19 30 38 58 -------------- -------------- --------------- ---------------- Total other revenues 1,984 5,261 4,164 5,161 -------------- -------------- --------------- ---------------- Other expenses: General and administrative 2,989 3,479 6,693 7,408 Other interest expense -- 11 -- 23 Depreciation and amortization 256 248 488 496 Net unrealized (gain)/loss on derivative securities and corresponding hedged risk on CMBS securities -- 2,849 -- 2,596 Recapture of allowance for possible credit losses -- -- -- (2,963) -------------- -------------- --------------- ---------------- Total other expenses 3,245 6,587 7,181 7,560 -------------- -------------- --------------- ---------------- Income before income taxes and distributions and amortization on Convertible Trust Preferred Securities 4,949 7,029 9,857 14,293 Provision for income taxes -- 3,548 -- 7,086 -------------- -------------- --------------- ---------------- Income before distributions and amortization on Convertible Trust Preferred Securities 4,949 3,481 9,857 7,207 Distributions and amortization on Convertible Trust Preferred Securities, net of income tax benefit of $2,039 and $3,894 for the three and six months ended June 30, 2002, respectively 2,363 2,364 4,726 4,517 -------------- -------------- --------------- ---------------- Net income allocable to Common Stock $ 2,586 $ 1,117 $ 5,131 $ 2,690 ============== ============== =============== ================ Per share information: Net earnings per share of Common Stock: Basic $ 0.46 $ 0.18 $ 0.93 $ 0.43 ============== ============== =============== ================ Diluted $ 0.46 $ 0.18 $ 0.92 $ 0.42 ============== ============== =============== ================ Weighted average shares of Common Stock outstanding: Basic 5,579,341 6,164,553 5,525,307 6,216,983 ============== ============== =============== ================ Diluted 5,628,502 6,185,397 5,557,277 6,344,368 ============== ============== =============== ================
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