Stockholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity Attributable to Parent [Abstract]

Stockholders' Equity

Note 6. Stockholders’ Equity

Authorized Capital

We have the authority to issue up to 200,000,000 shares of stock, consisting of 100,000,000 shares of class A common stock and 100,000,000 shares of preferred stock. Subject to applicable NYSE listing requirements, our board of directors is authorized to cause us to issue additional shares of authorized stock without stockholder approval. In addition, to the extent not issued, currently authorized stock may be reclassified between class A common stock and preferred stock.

Common Stock

Holders of shares of class A common stock are entitled to vote on all matters submitted to a vote of stockholders, subject to the voting rights of any outstanding shares of preferred stock. Holders of record of shares of class A common stock on the record date fixed by our board of directors are entitled to receive such dividends as may be authorized by our board of directors and declared by us, subject to the rights of the holders of any shares of outstanding preferred stock. A total of 30,164,069 shares of class A common stock and stock units were issued and outstanding as of December 31, 2012.

We did not repurchase any of our outstanding shares of class A common stock during the year ended December 31, 2012, other than the 224,953 shares we acquired to satisfy tax withholding obligations through the surrender of shares equal in value to the amount of the withholding obligation incurred upon the vesting of restricted class A common stock to our employees.

The following table details the movement in our outstanding shares of class A common stock and restricted class A common stock for the years ended December 31, 2012, 2011, and 2010:

	Year Ended December 31,
Class A Common Stock Outstanding (1)	2012			2011			2010
Beginning balance		22,211,108			21,949,501			21,875,282
Issuance of class A common stock (2)(3)		6,690,466			—			—
Issuance of restricted class A common stock		375,000			300,000			16,875
Forfeiture of restricted class A common stock		(4,042	)		—			(9,925	)
Purchase of shares for tax withholding upon vesting of restricted class A common stock		(224,953	)		(38,393	)		(30,748	)
Conversion of restricted class A common stock to deferred units		(60,000	)		—			—
Vesting of deferred units		278,935			—			98,017
Ending balance		29,266,514			22,211,108			21,949,501

(1)	Includes shares of our class A common stock and restricted class A common stock.
(2)	Excludes deferred stock units held by members of our board of directors of 898,000, 562,000, and 485,000 as of December 31, 2012, 2011, and 2010, respectively.
(3)	Includes 5.0 million shares issued in December 2012 in conjunction with our Investment Management Business Sale and 1.7 million shares issued in November 2012 upon the exercise of outstanding warrants to purchase our class A common stock. See Note 1 for further discussion of our Investment Management Business Sale and see below in Note 6 for further discussion of the warrant exercise.

 

Preferred Stock

We have not issued any shares of preferred stock since we repurchased all of our previously issued and outstanding preferred stock in 2001.

Warrants

On November 8, 2012, the holders of our outstanding warrants exercised on a cashless basis all of the outstanding warrants. As a result, we issued 1,690,466 shares of our class A common stock pursuant to the terms of the warrants, and no longer have any warrants outstanding as of December 31, 2012.

These warrants were issued to our former repurchase facility lenders in conjunction with the March 2009 restructuring of our these facilities. The warrants entitled our former lenders to purchase an aggregate 3,479,691 shares of our class A common stock at an exercise price of $1.79 per share, and became exercisable on March 16, 2012. If not exercised, the warrants would have expired on March 16, 2019.

The fair value assigned to these warrants, totaling $940,000, has been recorded as an increase to additional paid-in capital, and was amortized into interest expense over the term of the related debt obligations. The warrants were valued using the Black-Scholes valuation method.

Dividends

We generally intend to distribute each year substantially all of our taxable income (which does not necessarily equal net income as calculated in accordance with GAAP) to our stockholders to comply with the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.

In addition, ourdividend policy remains subject to revision at the discretion of our board of directors. All distributions will be made at the discretion of our board of directors and will depend upon our taxable income, our financial condition, our maintenance of REIT status, applicable law, and other factors as our board of directors deems relevant.

During the year ended December 31, 2012, we declared a special dividend of $2.00 per share, of which $1.12 represents ordinary income and $0.88 represents a return of capital. No dividends were declared during the years ended December 31, 2011 or 2010.

Accumulated Other Comprehensive Loss

The following table details the primary components of accumulated other comprehensive loss as of December 31, 2012, and significant activity for the year ended December 31, 2012 (in thousands):

Accumulated Other Comprehensive Loss	Market on Interest Rate Hedges			Deferred Gains on Settled Hedges			Other-than- Temporary Impairments			Unrealized Gains on Securities			Total
Total as of December 31, 2011		($27,423	)		$56			($16,578	)		$3,361			($40,584	)
Unrealized gain on derivative financial instruments		8,367			—			—			—			8,367
Ineffective portion of cash flow hedges (1)		2,481			—			—			—			2,481
Amortization of net unrealized gains on securities		—			—			—			(775	)		(775	)
Amortization of net deferred gains on settlement of swaps		—			(56	)		—			—			(56	)
Other-than-temporary impairments of securities (2)		—			—			678			—			678
Deconsolidation of subsidiaries (3)		16,575			—			15,900			(2,586	)		29,889
Total as of December 31, 2012		$—			$—			$—			$—			$—

(1)	As a result of the deconsolidation of CT Legacy Asset in the first quarter of 2012, the balance of accumlated other comprehensive income related to cash flow hedges of CT Legacy Asset was reclassified to interest expense.
(2)	Represents the amortization of prior other-than-temporary impairments of securities in excess of credit losses.
(3)	As further described in Note 1, we deconsolidated various subsidiaries during 2012. As a result, the balances of accumulated other comprehensive income related to these subsidiaries are no longer included in our consolidated financial statements.

Noncontrolling Interests

The noncontrolling interests included on our consolidated balance sheet represent the equity interests in CT Legacy REIT that are not owned by us, as described in Note 3. CT Legacy REIT’s outstanding common stock includes class A-1 common stock, class A-2 common stock, and subordinate class B common stock. A portion of CT Legacy REIT’s consolidated equity and results of operations are allocated to these noncontrolling interests based on their pro-rata ownership of CT Legacy REIT. The following table details the components of noncontrolling interest as of December 31, 2012 (in thousands):

Noncontrolling Interests in CT Legacy REIT as of December 31, 2012
Gross investment in CT Legacy REIT:
Restricted cash	$14,246
Investment in CT Legacy Asset, at fair value	132,000
Accounts payable, accrued expenses and other liabilities	(250	)
	$145,996
Equity interests owned by Capital Trust, Inc.	(65,987	)
Noncontrolling interests in CT Legacy REIT	$80,009

 

As of December 31, 2011, the noncontrolling interests recorded on our consolidated balance sheet was a deficit, which reflected the consolidated book value of CT Legacy REIT, including certain securitization vehicles in which losses had been recorded in excess of CT Legacy REIT’s net investment. As a result of our deconsolidation of CT Legacy Asset during the first quarter of 2012, the impact of these excess losses has been reversed, resulting in a positive allocation of equity to noncontrolling interests as of December 31, 2012.

Earnings Per Share

The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on the weighted average of both restricted and unrestricted class A common stock outstanding, for the years ended December 31, 2012, 2011, and 2010 (in thousands, except share and per share amounts):

	Net Income (Loss) per Share of Common Stock
	Year Ended December 31,
	2012		2011		2010
Net income (loss)		$181,024		$258,142		($185,344	)
Weighted average shares outstanding		23,459,432		22,660,429		22,371,264
Warrants & options outstanding for the
purchase of class A common stock (1)		1,293,512		1,289,996		—
Weighted average shares outstanding, diluted		24,752,944		23,950,425		22,371,264
Per share amount, basic		$7.72		$11.39		($8.28	)
Per share amount, diluted		$7.31		$10.78		($8.28	)

(1) As of December 31, 2010, Diluted EPS excludes 3.5 million warrants and 12,000 options which were not dilutive for the period. On November 8, 2012, all of our outstanding warrants were exercised. We issued 1,690,466 shares of our class A common stock pursuant to the terms of the warrants, and no longer have any warrants outstanding as of December 31, 2012.

The following table sets forth the calculation of basic and diluted income from continuing operations per share of class A common stock based on the weighted average of both restricted and unrestricted class A common stock outstanding, for the years ended December 31, 2012, 2011, and 2010 (in thousands, except share and per share amounts):

	Income (Loss) from Continuing Operations
	per Share of Common Stock
	Year Ended December 31,
	2012			2011		2010
Income (loss) from continuing operations		$282,213			$253,209		($185,441	)
Net (income) loss attributable to noncontrolling
interests		(98,780	)		5,823		—
Income (loss) from continuing operations
attributable to Capital Trust, Inc.		$183,433			$259,032		$(185,441	)
Weighted average shares outstanding		23,459,432			22,660,429		22,371,264
Warrants & options outstanding for the
purchase of class A common stock (1)		1,293,512			1,289,996		—
Weighted average shares outstanding, diluted		24,752,944			23,950,425		22,371,264
Per share amount, basic		$7.82			$11.43		($8.29	)
Per share amount, diluted		$7.41			$10.82		($8.29	)

(1) As of December 31, 2010, Diluted EPS excludes 3.5 million warrants and 12,000 options which were not dilutive for the period. On November 8, 2012, all of our outstanding warrants were exercised. We issued 1,690,466 shares of our class A common stock pursuant to the terms of the warrants, and no longer have any warrants outstanding as of December 31, 2012.