-----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, R/AG6cqK650cWoHbSvRlPfUlwDEJ8aIV9shETDnei41aIw1DO0SlI4t23tlPYz+R WalZIJPkA3ernqTNP+2t1g== 0001362310-09-004141.txt : 20090320 0001362310-09-004141.hdr.sgml : 20090320 20090320161709 ACCESSION NUMBER: 0001362310-09-004141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090316 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090320 DATE AS OF CHANGE: 20090320 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: 09696497 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: PAUL, HASTINGS, JANOFSKY & WALKER LLP STREET 2: 75 E 55TH ST CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 c82926e8vk.htm FORM 8-K 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): March 16, 2009
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 March 16, 2009, Capital Trust, Inc. (the “Company”) issued a press release reporting the financial results for its fourth quarter and year ended December 31, 2008, and the restructuring of substantially all of its recourse debt obligations. 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 2.02 disclosure.
On March 17, 2009, the Company held a conference call to discuss the financial results of the Company for its fourth quarter and year ended December 31, 2008, and the restructuring of substantially all of its recourse debt obligations. 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 March 16, 2009
       
 
  99.2    
Transcript from fourth quarter and year ended December 31, 2008 earnings conference call held on March 17, 2009

 

 


 

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/ Douglas N. Armer    
    Name:   Douglas N. Armer   
    Title:   Director   
Date: March 20, 2009

 

 


 

Exhibit Index
         
Exhibit Number   Description
       
 
  99.1    
Press Release dated March 16, 2009
       
 
  99.2    
Transcript from fourth quarter and year ended December 31, 2008 earnings conference call held on March 17, 2009

 

 

EX-99.1 2 c82926exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
Exhibit 99.1
(CAPITALTRUST LOGO)
Contact:  
Douglas Armer
(212) 655-0220
Capital Trust Reports Fourth Quarter and Full Year 2008 Results;
Implements Debt Restructuring
NEW YORK, NY — March 16, 2009 — Capital Trust, Inc. (NYSE: CT) today reported results for the quarter and full year ended December 31, 2008.
 
Operating Results:
   
Reported a net loss of $51.2 million or $2.30 per share for the fourth quarter and $57.5 million or $2.73 per share for the full year.
   
Recorded $10.5 million in loss provisions and impairments for the fourth quarter and $66.5 million for the full year. In addition, the Company recorded a valuation allowance of $48.3 million related to certain loans subsequently transferred to lenders pursuant to the Debt Restructuring (outlined below).
   
Cash flow from operating activities totaled $10.8 million for the fourth quarter and $54.1 million for the full year.
 
Portfolio Performance:
   
At year end, the Company’s loan portfolio consisted of 73 assets with an aggregate net book value of $1.8 billion. During the fourth quarter, three loans with an aggregate net book value of $19.0 million ($26.6 million gross book value net of $7.6 million in reserves) were classified as non performing. At year end, five loans with an aggregate net book value of $24.5 million ($82.1 million gross book value net of $57.6 million in reserves) were non performing.
   
The Company’s CMBS portfolio was comprised of 77 securities with an aggregate book value of $852.2 million. During the fourth quarter, the Company recorded a $900,000 other than temporary impairment on one security. Ratings activity for 2008 on the CMBS portfolio included a total of 13 securities which received downgrades and 6 securities which received upgrades.

 

 


 

 
Loan Originations/Repayments:
   
During the quarter, the Company made no new balance sheet investments; fundings pursuant to previously existing loan commitments totaled $14.2 million. Full and partial repayments during the quarter totaled $65.3 million.
 
Investment Management:
   
During 2008, the Company completed the final closing of CT Opportunity Partners I, LP bringing total equity commitments to $540 million. Also during 2008, the Company raised $667 million in equity commitments for CT High Grade Partners II, LLC. As of December 31, 2008, the Company’s currently investing vehicles had approximately $1.0 billion in undeployed equity capital commitments.
 
Dividends:
   
The Company paid no dividend in the fourth quarter; 2008 dividends paid totaled $2.20 per share.
Debt Restructuring
The Company also announced today that it had completed a coordinated restructuring of substantially all of its recourse debt obligations. Pursuant to the restructuring plan:
   
The secured credit facilities with JP Morgan, Morgan Stanley and Citigroup (aggregate outstanding principal balance of $579.9 million) were restructured as follows:
   
maturity dates were modified to March 16, 2010, with two, one-year extension options (the first at the Company’s option, subject to meeting minimum paydown hurdles, and the second at the lenders’ discretion)
   
principal balances were paid down by 3% at closing
   
100% of principal payments, 65% of net interest margin from each lender’s collateral pool and excess cash above a threshold level will be applied as additional amortization
   
cash margin call provisions were eliminated and replaced with pool-wide collateral valuation tests determined on the basis of changes in the performance of the underlying real estate collateral (as opposed to loan liquidation value). In the event the collateral valuation tests are breached, the Company may be forced to liquidate assets
   
interest rates are unchanged
   
the Company issued approximately 3.5 million warrants to the three secured lenders at a strike price equal to $1.79 per share (the closing price on March 13, 2009)
   
existing financial covenants were replaced by new covenants which: (i) prohibit most new balance sheet investments, (ii) prohibit new debt, (iii) prohibit the payout of cash dividends except to the extent required to maintain REIT status (taking into account new stock dividend rules), (iv) limit cash compensation to all employees, (v) require minimum levels of liquidity be maintained, (vi) trigger an event of default if both the Company’s CEO and COO cease their employment (and no approved replacement is hired) and (vii) trigger an event of default if any other obligation with a balance in excess of $1.0 million comes due.

 

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The secured credit facility with Goldman Sachs (outstanding principal balance of $88.5 million) was terminated on the following basis:
   
the Company pre-funded $2.4 million of required advances under one loan in the Goldman Sachs collateral pool
   
the Company paid $2.6 million to effect a release of one collateral loan
   
the Company transferred all other collateral loans in full satisfaction of the Company’s outstanding debt to Goldman Sachs.
   
Previously, on February 25, 2009, the secured credit facility with UBS (outstanding principal balance of $9.7 million) was terminated by transferring the collateral loan to UBS in full satisfaction of the Company’s debt.
   
The senior unsecured credit facility with West LB, as syndicate agent, (outstanding principal balance of $100 million) was restructured as follows:
   
the maturity date was extended to March 16, 2010 (with two, one-year extensions on the same terms as the restructured secured credit facilities)
   
cash interest rate is increased from LIBOR + 1.75% to LIBOR + 3.0% plus an accrual rate of 7.20% per annum less the cash interest rate
   
a collateral pledge of the Company’s unencumbered CDO interests
   
quarterly amortization equal to the greater of: (i) $5.0 million per annum and (ii) 25% the annual cash flow for the pledged CDO interests
   
existing financial covenants are replaced by substantially identical covenants to those included in the restructured secured credit facilities.
   
Pursuant to an exchange agreement with certain holders of $103.1 million of trust preferred securities issued by the Company’s subsidiaries, the Company exchanged those securities for $118.6 of new junior subordinated notes with the following terms:
   
a cash interest rate of 1.0% per annum from March 16, 2009 through April 29, 2012. Thereafter, the interest rate reverts to the blended rate (7.23% per annum) in effect prior to the exchange.
The foregoing descriptions of the various terms of the restructuring are qualified in their entirety by reference to the Company’s Form 10-K filing and the exhibits thereto.

 

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The impact of the restructuring transactions on the Company financial statements is as follows:
   
As of December 31, 2008, the aggregate $140.4 million (face value) of loans subsequently sold to Goldman Sachs and UBS were reclassified as Loans held-for-sale on the balance sheet, and a valuation allowance of $48.3 million (reflecting the difference between the carrying value of the loans and the sale price) was recorded on the statement of operations for the fourth quarter.
Paul, Hastings, Janofsky & Walker LLP represented the Company in connection with the Debt Restructuring.
Balance Sheet
Total assets were $2.8 billion at December 31, 2008. The Company’s Interest Earning Assets are summarized below:
Interest Earning Assets
   
Interest earning assets totaled $2.6 billion at December 31, 2008 and had a weighted average yield of 4.99%.
   
$1.8 billion of the portfolio was comprised of loan investments with a weighted average yield of 4.09%.
   
$852 million of the portfolio was comprised of CMBS investments with a weighted average yield of 6.87%.
During the quarter, three loans with an aggregate net book value of $19.0 million ($26.6 million aggregate gross book value net of $7.6 million in reserves) were classified as non performing. Also during the fourth quarter, the Company and its co-lender foreclosed on one loan with a book balance of $11.9 million. This loan was reclassified as Real estate held-for-sale (also referred to as Real Estate Owned) as of December 31, 2008 and a $2.0 million impairment was recorded to reflect the property at fair value.
As of year end, including the aforementioned loans, the Company had five loans with an aggregate net book value of $24.5 million ($82.1 million gross book value, net of $57.6 million of reserves) that were non performing. These include two pre-existing non performing loans: (i) a mezzanine loan with an outstanding balance of $50 million secured by a portfolio of office properties for which a provision for loan losses in the amount of $50 million was recorded in the second quarter of 2008 and (ii) a $5 million subordinate mortgage loan secured by a multifamily property. The Company does not accrue interest on its non performing loans unless collected.
Commencing in the fourth quarter of 2008, the Company identified certain loans as Watch List Loans. These investments are currently performing loans that the Company aggressively monitors and manages to mitigate the risk of potential future non-performance. As of December 31, 2008 15 loans with an aggregate principal balance of $376.8 million were identified as Watch List loans.
Also in the fourth quarter, an other-than-temporary impairment of $900,000 was recorded on one CMBS investment due to an adverse change in the expectation of future cash flows from that security.

 

Page 4 of 10


 

At December 31, 2008, the Company had two equity investments in unconsolidated subsidiaries with an aggregate book value of $2.4 million, both co-investments in funds sponsored and managed by the Company.
Interest Bearing Liabilities
The Company’s interest bearing liabilities totaled $2.1 billion at December 31, 2008 and were comprised of collateralized debt obligations ($1.2 billion, 55% of total), repurchase obligations and other secured debt ($699.0 million, 34%), borrowings under the senior unsecured credit facility ($100 million, 5%) and junior subordinated debentures ($129 million, 6%). During the fourth quarter, the Company reduced repurchase obligations and other secured debt by $117.2 million (14.4%) compared to the prior quarter. At year end, the Company’s $2.1 billion of Interest Bearing Liabilities carried a weighted average cash coupon of 2.29% and a weighted average all-in cost of 3.48%.
At December 31, 2008, the Company’s GAAP shareholders’ equity was $401.4 million. Based on shareholders’ equity at year end, book value per share was $18.01.
Current and prospective sources of liquidity as of December 31, 2008 include unrestricted cash ($45.4 million), restricted cash ($18.8 million available for reinvestment in CDO II), net operating income, as well as principal payments and asset disposition proceeds. Prospective uses of liquidity include unfunded loan commitments ($54.2 million), capital commitments to the Company’s managed funds ($21.5 million) and debt repayments. At December 31, 2008, the Company’s debt-to-equity ratio (defined as the ratio of total Interest Bearing Liabilities to book equity) was 5.2-to-1.
Investment Management
All of the Company’s investment management activities are conducted through its wholly-owned, taxable, investment management subsidiary, CT Investment Management Co., LLC (“CTIMCO”). At December 31, 2008, the Company managed five private equity funds and one separate account with total investments of $1.1 billion and undeployed equity commitments of approximately $1.0 billion. Three of these funds and the separate account have ended their investment periods and are liquidating in the ordinary course of business. The other funds, CTOPI and CT High Grade II, are currently investing and capitalized with $540 million and $667 million of total equity commitments, respectively. Capital Trust, Inc. has committed to invest $25 million as a limited partner in CTOPI. The Company does not have a co-investment in CT High Grade II. Revenues from third party investment management fees totaled $12.9 million in 2008, a record for the Company.
Operating Results Comparison
Income from loans and other investments, net
A decrease in the principal balance of Interest Earning Assets and loans classified as held-for sale ($298.5 million or 11% from December 31, 2007 to December 31, 2008) along with a 49% decrease in average LIBOR, drove a $58.8 million (23%) decrease in interest income for 2008 versus the prior year. These same factors, combined with generally lower levels of leverage in 2008, resulted in a $32.7 million (20%) decrease in interest expense for the same period. On a net basis, net interest income decreased by $26.1 million (29%).

 

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Management fees
Base management fees from the investment management business increased in 2008 by $9.4 million (270%) due primarily to fees associated with the Company’s two newest investment management vehicles, CTOPI and CT High Grade II.
Incentive management fees
CTIMCO received no incentive management fees in 2008. In 2007, incentive fees from managed funds totaled $5.2 million.
Servicing fees
Servicing fee income for 2008 totaled $367,000, compared with $623,000 in 2007. In December 2008, the Company conveyed its interest in a healthcare origination platform to its original owner and expensed the unamortized intangible assets related to that transaction, which resulted in the majority of the $256,000 decline from 2007.
General and administrative expenses
General and administrative expenses include compensation and benefits for employees, operating expenses and professional fees. Total general and administrative expenses decreased 17% between 2008 and 2007 as a result of lower compensation costs and the payment of $2.6 million in 2007 of employee performance compensation associated with receipt of incentive management fees. The decrease in compensation costs more than offset modest increases in operating expenses. Net of the impact of incentive management fees, general and administrative expenses decreased $2.5 million (9%) from 2007.
Depreciation and amortization
Depreciation and amortization decreased by $1.6 million between 2007 and 2008 due primarily to the expensing of capitalized costs related to two managed funds and one corporate investment in 2007. Net of these one-time transactions, depreciation and amortization remained flat from 2007 to 2008.
Gain on extinguishment of debt
$6.0 million of debt forgiveness by a creditor was recorded as a gain on extinguishment of debt in 2008. No such gains were recorded for the year ended December 31, 2007.
Impairments
In 2008, the Company recorded an other-than-temporary impairment of $900,000 on one CMBS investment due to an adverse change in the expectation of future cash flows from that security. A $2.0 million impairment was recorded to reflect potential losses upon the anticipated sale of a property classified as Real estate held-for-sale.
Provision for possible credit losses
During 2008, the Company recorded an aggregate $63.6 million provision for possible credit loss against four loans that were classified as non-performing. One of the loans, against which a $6.0 million provision had been recorded in the first quarter of 2008, was written-off during the second quarter and the $6.0 million liability collateralized by the loan was forgiven by the creditor.

 

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In 2007, a $4.0 million recovery related to the successful resolution of a non-performing loan and a $4.0 million provision for loss against one second mortgage loan with a principal balance of $10.0 million were recorded. These actions resulted in a net zero provision for possible credit losses on the 2007 consolidated statement of operations.
Valuation allowance on loans held-for-sale
As of December 31, 2008, a $48.3 million valuation allowance was recorded against four loans classified as held-for-sale to reflect these assets at fair value (see Debt Restructuring above). No loans were classified as held-for-sale as of December 31, 2007.
Gain on sale of investments
During the second quarter of 2008 one CMBS investment designated as available-for-sale was sold for a gain of $374,000. In the fourth quarter of 2007, a corporate investment was sold at a realized gain of $15.1 million that included a $2.5 million currency translation adjustment.
Loss from equity investments
The loss from equity investments for 2008 resulted primarily from the Company’s share of operating losses at CTOPI (representing net unrealized losses due to fair value adjustments on CTOPI investments). In 2007, the loss from equity investments due primarily from a corporate investment which was sold during the year impacted the Company’s share of operating losses.
Provision/ (benefit) for income taxes
In 2008, the Company recorded an income tax provision of $1.9 million, due primarily to changes to the deferred tax asset resulting from GAAP to tax differences relating to restricted stock compensation and net operating losses, partially offset by a refund due to the overpayment of taxes. In 2007, the Company recorded an income tax benefit of $706,000.
Net (loss)/ income
Net income decreased by $141.9 million from 2007 to 2008, driven by an increase of $63.6 million in the provision for possible credit losses, a $48.3 million valuation allowance on loans held-for-sale and a $26.1 million decrease in net interest income, partially offset by a $9.4 million increase in management fees and a $6.0 million gain on the forgiveness of debt. In 2007, the Company recorded $8.3 million of income from the successful resolution of a non-performing loan and a $15.1 million gain from the sale of a corporate investment. On a diluted per share basis, net (loss)/income was ($2.73) and $4.77 in 2008 and 2007, respectively.

 

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Dividends
Total dividends per share paid in 2008 and 2007 were $2.20 and $5.10, respectively, representing a decrease of $2.90 per share.
The Company will conduct a management conference call at 10:00 a.m. Eastern Time on Tuesday, March 17, 2009 to discuss fourth quarter 2008 results. Interested parties can access the call toll free by dialing (800) 895-2178 or (785) 424-1060 for international participants. The conference ID is “CAPITAL.” A recorded replay will be available from noon on Tuesday, March 17, 2009 through midnight on Tuesday, March 31, 2009. The replay call number is (800) 283-4799 or (402) 220-0860 for international callers.
Forward-Looking Statements
This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to future financial results and business prospects. The forward-looking statements contained in this news release are subject to certain risks and uncertainties including, but not limited to, the success of the Company’s debt restructuring and its ability to meet the amortization required thereby, the continued credit performance of the Company’s loan and CMBS investments, the asset/liability mix, the effectiveness of the Company’s hedging strategy and the rate of repayment of the Company’s portfolio assets, as well as other risks indicated from time to time in the Company’s 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.
About Capital Trust
Capital Trust, Inc. is a real estate finance and investment management company that specializes in credit sensitive structured financial products. To date, the Company’s investment programs have focused primarily on loans and securities backed by commercial real estate assets, and the Company has executed its business both as a balance sheet investor and as an investment manager. Capital Trust is a real estate investment trust traded on the New York Stock Exchange under the symbol “CT.” The Company is headquartered in New York City.

 

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Capital Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 2008 and 2007
(in thousands except share data)

(audited)
                 
    2008     2007  
Assets
               
 
Cash and cash equivalents
  $ 45,382     $ 25,829  
Restricted cash
    18,821       5,696  
Commercial mortgage backed securities
    852,211       876,864  
Loans receivable, net
    1,791,332       2,257,563  
Loans held-for-sale, net
    92,175        
Equity investment in unconsolidated subsidiaries
    2,383       977  
Real estate held-for-sale
    9,897        
Deposits and other receivables
    1,421       3,927  
Accrued interest receivable
    6,351       15,091  
Deferred income taxes
    1,706       3,659  
Prepaid expenses and other assets
    16,948       21,876  
 
           
Total assets
  $ 2,838,627     $ 3,211,482  
 
           
 
               
Liabilities & Shareholders’ Equity
               
 
               
Liabilities:
               
Accounts payable and accrued expenses
  $ 10,918     $ 65,682  
Repurchase obligations
    699,054       911,857  
Collateralized debt obligations
    1,156,035       1,192,299  
Senior unsecured credit facility
    100,000       75,000  
Junior subordinated debentures
    128,875       128,875  
Participations sold
    292,669       408,351  
Interest rate hedge liabilities
    47,974       18,686  
Deferred origination fees and other revenue
    1,658       2,495  
 
           
Total liabilities
    2,437,183       2,803,245  
 
           
 
               
Shareholders’ equity:
               
 
               
Class A common stock $0.01 par value 100,000 shares authorized, 21,740 and 17,166 shares issued and outstanding as of December 31, 2008 and December 31, 2007, respectively (“class A common stock”)
    217       172  
 
               
Restricted class A common stock $0.01 par value, 331 and 424 shares issued and outstanding as of December 31, 2008 and December 31, 2007, respectively (“restricted class A common stock” and together with class A common stock, “common stock”)
    3       4  
Additional paid-in capital
    557,435       426,113  
Accumulated other comprehensive loss
    (41,009 )     (8,684 )
Accumulated deficit
    (115,202 )     (9,368 )
 
           
Total shareholders’ equity
    401,444       408,237  
 
           
 
               
Total liabilities and shareholders’ equity
  $ 2,838,627     $ 3,211,482  
 
           

 

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Capital Trust, Inc. and Subsidiaries
Consolidated Statements of Operations
Three and Twelve Months Ended December 31, 2008 and 2007
(in thousands, except share and per share data)
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,     December 31,     December 31,  
    2008     2007     2008     2007  
    (unaudited)     (audited)  
Income from loans and other investments:
                               
Interest and related income
  $ 44,924     $ 62,463     $ 194,649     $ 253,422  
Less: Interest and related expenses
    30,747       42,369       129,665       162,377  
 
                       
Income from loans and other investments, net
    14,177       20,094       64,984       91,045  
 
                       
 
                               
Other revenues:
                               
Management fees
    3,114       1,053       12,941       3,499  
Incentive management fees
          5,246             6,208  
Servicing fees
    30       338       367       623  
Other interest income
    259       328       1,566       1,083  
 
                       
Total other revenues
    3,403       6,965       14,874       11,413  
 
                       
 
                               
Other expenses:
                               
General and administrative
    6,138       8,472       24,957       29,956  
Depreciation and amortization
    39       361       179       1,810  
 
                       
Total other expenses
    6,177       8,833       25,136       31,766  
 
                       
 
                               
Gain on extinguishment of debt
                6,000        
Impairments
    (2,917 )           (2,917 )      
Provision for possible credit losses
    (7,577 )     (4,000 )     (63,577 )      
Valuation allowance on loans held-for-sale
    (48,259 )           (48,259 )      
Gain on sale of investments
          15,077       374       15,077  
(Loss)/income from equity investments
    (1,439 )     (1,067 )     (1,988 )     (2,109 )
 
                       
(Loss)/income before income taxes
    (48,789 )     28,236       (55,645 )     83,660  
Provision/(benefit) for income taxes
    2,368       (402 )     1,893       (706 )
 
                       
Net (loss)/income
  $ (51,157 )   $ 28,639     $ (57,538 )   $ 84,366  
 
                       
 
                               
Per share information:
                               
Net (loss)/earnings per share of common stock:
                               
Basic
  $ (2.30 )   $ 1.63     $ (2.73 )   $ 4.80  
 
                       
Diluted
  $ (2.30 )   $ 1.62     $ (2.73 )   $ 4.77  
 
                       
 
                               
Weighted average shares of common stock outstanding:
                               
Basic
    22,265,478       17,611,132       21,098,935       17,569,690  
 
                       
Diluted
    22,265,478       17,707,620       21,098,935       17,690,266  
 
                       
 
                               
Dividends declared per share of common stock
  $ 0.00     $ 2.70     $ 2.20     $ 5.10  
 
                       

 

Page 10 of 10

EX-99.2 3 c82926exv99w2.htm EXHIBIT 99.2 Exhibit 99.2
Exhibit 99.2
Capital Trust Q4’ 08 Earnings Call
March 17, 2009
Operator:
Hello and welcome to the Capital Trust fourth quarter and year end 2008 results conference call. Before we begin, please be advised that the forward-looking statements expressed in today’s call 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 portfolios; the continued maturity and satisfaction of the Company’s portfolio assets; as well as other risks contained in the Company’s latest Form 10K and Form 10Q 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.
There will be a Q&A session following the conclusion of this presentation. At that time, I will provide instructions for submitting a question to management. I will now turn the call over to John Klopp, CEO of Capital Trust.
John Klopp:
Good morning everyone. Thank you for joining us and for your continued interest in Capital Trust. And thank you for your patience when we needed to reschedule this conference call from last week to today in order to complete some very important work.
Last night we reported our results for the fourth quarter and full year of 2008 and filed our 10-K. Geoff will run you through the detailed numbers in just a moment, but first I want to get right to it and focus on the debt restructuring that we completed over the weekend and announced last night.

 

 


 

On our last call in October, I told you that we were in a street fight – battling against declining property values, deleveraging financial institutions and a capital market that had virtually ceased functioning. As the fourth quarter progressed, the bad news just kept coming from all directions, and we found ourselves in the fight of our lives. In the aftermath of Lehman’s failure, the entire global financial system seemed on the edge of meltdown, prompting serial government bailouts of many of our largest institutions and desperate attempts to re-start the markets. Credit spreads blew out, liquidity evaporated, rating agency downgrades accelerated, and margin calls from CT’s secured lenders rolled in. With few exceptions, our assets continued to perform, but our liquidity was rapidly being drained through debt repayments triggered by marks to market. In the fourth quarter alone, we paid down our secured debt facilities by $117 million.
With our unsecured credit facility also coming due in March, we decided that we had to act and approached our lenders with a coordinated restructuring plan. The primary objective of the plan was TIME – gaining the time for us to do our job of managing and collecting CT’s assets. The provisions of the plan are outlined in the press release and laid out in great detail in the 10-K, but the essence is as follows:
The maturities of $580 million of our secured, repo debt and the $100 million unsecured facility were extended for 1 year, plus two additional 1 year extension options, with the first option exercisable by us as long as we have met paydown targets, and the second at the discretion of the lenders.

 

Page 2


 

Cash margin call provisions in our restructured repo facilities were eliminated and replaced by pool-wide collateral valuation tests which are based on the performance and value of the underlying real estate collateralizing our loans, as opposed to the liquidation value of our loans in this dysfunctional market. If we breach the tests, we can be forced to liquidate assets.
We agreed to “lock down” the balance sheet, making no new investments, incurring no new debt, paying only those dividends necessary to maintain REIT status, and dedicating all of our efforts (and free cash flow) to reducing debt.
In return for these modifications, we agreed to a 125 basis point increase in the pay rate on the unsecured facility and an added an accrual feature. In addition, we issued approximately 3.5 million warrants to the participating secured lenders, who froze their rates at the current levels.
We exchanged approximately $100 million of our trust preferred securities for new instruments, increasing the principal balance by 15%, leaving the maturity basically unchanged, and cutting the pay rate from 7.25% to 1.0% for the next 3 years.
Lastly, we swapped assets for debt with two of our secured lenders, which painfully resulted in a $48 million hit to book value that was run through the fourth quarter financial statements. The only good news is that these asset trades eliminated $30 million of unfunded loan commitments which we otherwise would have been obligated to fund.
When the dust settled, we had modified or terminated over $880 million of recourse debt with 13 separate lenders, all of which had to close simultaneously. The terms of the restructured debt are predictably tight and tough, requiring us to meet stiff amortization hurdles along the way. But we believe that the plan provides the needed stability to the right hand side of our balance sheet that allows us to continue to fight on.

 

Page 3


 

We have no delusions that the next year or two will be easy for Capital Trust – real estate fundamentals continue to deteriorate rapidly and cash flows from virtually all types of property will come under increasing pressure as this recession grinds on. Washington’s attempts to re-start the credit markets have so far been ineffectual, but more programs are on the way. If the economic environment does not improve and the capital markets remain closed, our assets will encounter performance issues. But we believe that we can manage our way through this crisis, ultimately producing real value for our shareholders. And we believe in the strength of our people and our platform which, at the end of the day, are our most valuable assets. I want to thank the entire CT team, our outside counsel Paul Hastings and, yes, even our lenders for their tireless work to pull off this remarkably complicated and difficult transaction.
Geoffrey Jervis:
Thank you John and good morning everyone.
While I know that the primary order of business is a further description of the debt restructuring, I would like to briefly summarize our operating results, balance sheet activity and liquidity before we dive into the terms of our restructured debt.
For the full year ended December 31, we reported a net loss of $57.5 million or $2.73 per share and for the 4th quarter, our net loss was $51.2 million or $2.30 per share. The net loss for the year was primarily the result of:
A $26 million or 29% decrease in net interest income from 2007 (driven by lower asset levels and lower LIBOR levels); Impairments and reserves of $66.5 million, as we recorded allowances on 5 loans and 1 bond; a valuation allowance of $48 million associated with the loan sales that are part of our debt restructuring.

 

Page 4


 

While these items were partially offset by increased fees from our investment management business, gains from the forgiveness of debt, and reductions in G&A, the net impact was a significant loss for the Company.
From an operating standpoint, we have two segments, balance sheet investments and the investment management business. CT Investment Management Company, or CTIMCO, a wholly owned subsidiary of Capital Trust, is the entity through which we execute the management of 6 private equity funds, 6 CDOs and our public company parent. All of the employees of Capital Trust are employees of CTIMCO and, for the year, on a deconsolidated basis, CTIMCO had base management fee revenue of $20 million. Our investment management platform has $5 billion of assets under management and through our two active funds, CT Opportunity Partners I and CT High Grade Partners, we have $1 billion of equity capital available for investment.
Over to the balance sheet, our CMBS portfolio stood at $852 million at year end, and our portfolio experienced downgrades on 13 bonds and upgrades on 6 bonds during the year. One of our bonds, a $6.2 million “C” rated security, was deemed other than temporarily impaired and we recorded a $900,000 impairment against that security. From a fair value standpoint, our CMBS was estimated to have a market value of $583 million, or 68% of our carrying value. 88% of our CMBS is in our CDOs, so the impact of these changes in market value have been muted.

 

Page 5


 

Over to loans, our $1.8 billion portfolio, comprised of 73 loans, shrank by 21% or $466 million, primarily as a result of repayments of $255 million, the reclassification of $141 million of loans as ‘loans held for sale’, and reserves of $63.6 million. This quarter we began disclosing a Watchlist. The Watchlist is derived from our internal risk ratings process and, at year end, we had 15 loans with a carrying value of $377 million on the list.
Loans held for sale, a new classification for the Company, resulted from our decision to sell 4 loans with a carrying value of $141 million for $92 million in connection with our restructuring plan. While the sales occurred after year end, GAAP required the financials to reflect our intention to sell these loans with a reclassification of these loans out from held to maturity.
Equity investments reflects our co-investment in our investment management funds and increased as we funded a portion of our $25 million commitment to the Opportunity Fund, offset by fair value adjustments in that fund that flow through to us under the equity method.
Another new classification is Real Estate Held For Sale, an account necessitated by our taking possession of a multifamily property in Southern California that had been collateral for an $11.9 million loan. The $9.9 million carrying value reflects an impairment charge we recorded as we adjusted the value of this investment to our expected sales proceeds.
On the liability front, we experienced significant paydowns on our secured credit facilities in association with repayments and margin calls from our lenders. At year end, our secured debt balance totaled $699 million, a $213 million or 23% reduction from year end 2007.

 

Page 6


 

Our CDOs remained relatively constant, however, from an operational standpoint, we breached the overcollateralization tests in our CDO II. This breach redirects our cash flow on this CDO to deleverage the structure and will end the investment period of this vehicle. Furthermore, our CDOs require that collateral assets that are impaired (in our case, primarily performing CMBS securities that have been downgraded) have their income redirected to repay senior noteholders. This redirection will have varying degrees of impact on our CDOs.
Our $100 million unsecured facility was set to mature later this month, and has been extended pursuant to our debt restructuring.
Our junior subordinated debentures, that we also refer to as trust preferred securities, were also partially restructured.
Interest rate hedges, a contingent liability, decreased in value by $29 million and the change in value is picked up as an increase in the liability account with an offsetting decrease to equity.
Finally, our shareholders equity account ended the year at $401 million. Translating to, on a diluted basis, book value per share of $18.01.
The Company paid dividends of $2.20 per share in 2008, representing regular quarterly dividends for the first 3 quarters. In the 4th quarter, the Board of Directors chose not to pay a dividend as previous distributions were sufficient to satisfy REIT requirements and the Board looked to preserve liquidity. Going forward, our ability to pay cash dividends will be governed by our debt restructuring.

 

Page 7


 

Total liquidity at year end was $64 million, comprised of cash and restricted cash and today, liquidity stands at $39 million. Our liquidity reductions were primarily driven by payments we made yesterday of $22 million to our lenders in conjunction with our restructuring.
I would now like to turn to the debt restructuring. Yesterday, after several months of work with our lenders, we executed a restructuring of substantially all of our secured recourse credit facilities, our unsecured credit facility and over 80% of our trust preferred securities. The restructuring accounts for over 95% of our non CDO interest bearing liabilities.
As John mentioned, the restructuring was developed to stabilize our liabilities in order to allow for the orderly collection of our assets. While there can be no assurances that the restructuring will be successful, management believes that we have significantly improved the opportunity for shareholders to preserve the value of the equity in the Company.
At year end, we had secured lending relationships with six financial institutions: JPMorgan, Morgan Stanley, Goldman Sachs, Citigroup, Lehman Brothers and UBS.
In late February, we terminated our $10 million debt obligation with UBS. UBS financed a single $15 million asset and we sold the asset to UBS for proceeds sufficient to repay our obligations. This transaction generated a loss of $5.5 million, as we sold the loan for below its carrying value.

 

Page 8


 

Yesterday, we terminated our $88 million debt obligation with Goldman Sachs. Goldman financed four assets for us with a carrying value of $142 million. Our termination involved repurchasing one $17 million loan for $2.6 million, pre-funding $2.4 million of an unfunded commitment associated with another loan, and selling the remaining assets to Goldman Sachs for proceeds sufficient to repay our obligations. This transaction generated a loss of $42.8 million, as we sold the loans for below their carrying value.
While we have not entered into any agreement with Lehman Brothers, an $18 million lender secured by a single $26 million collateral asset, we are in negotiations to either modify or terminate our obligations under this facility.
The remaining three lenders, JP Morgan, Morgan Stanley and Citigroup, with balances yesterday of $580 million ($583 million at year end), entered into amendments to their existing credit facilities with substantially the same terms. The material terms of the amendments are as follows:
The maturity dates on all facilities were modified to March 16, 2010, with two, one-year extension options. The first extension is at the Company’s option, subject to our meeting a 20% paydown hurdle, including any amounts we paid yesterday. In total, the 20% paydown hurdle equals $118 million. The second extension can be granted at the lenders’ discretion. The term extension is designed to run long enough to allow us the opportunity to collect our loans as the bulk of the portfolio matures in 2010, 2011 and 2012.

 

Page 9


 

In return, the Company agreed to accelerated amortization as follows: Payments at closing yesterday of $17.7 million, reducing the facility amounts by 3%; Monthly payments of 65% of the net interest margin from each lenders collateral pool; Direction of 100% of principal proceeds from each lenders collateral pool from repayments, sales or refinancings; Corporate cash flow sweep in the event that the Company’s cash balances exceed $25 million plus amounts necessary to fund unfunded loan and fund commitments. All of these amortization payments, except the upfront payment made yesterday, are expected to be funded out of future operating or principal cash flows. One component of principal cash flows may be asset sales and/or refinancings – in such events, we have minimum release price mechanics with our lenders ranging from their assessment of market value to a floor of the amount we borrow against each asset.
The Company also agreed to eliminate the lenders’ obligations to fund a portion of the Company’s unfunded loan commitments. Today, after giving effect to loan sales, unfunded loan commitments total $23.6 million and fund co-investment commitments total $19 million. These commitments are expected to be funded over time and through our unrestricted existing cash balances (currently $20 million), sales of unencumbered assets ($21 million of carrying value), and net operating income.
A critical element of the restructuring is the elimination of our current margin call and mark to market provisions. The restructuring provides for no mark to market through September of this year, then monthly valuation tests of the portfolio. So long as our loan to collateral value (representing our lenders loan amount against their valuation of the portfolio) does not exceed 115% percent of the ratio as of today, there is no impact to us. In the event that we fail such a test, we will be required to bring it back into compliance through additional collateral postings or, more likely, asset sales. In addition, and very important to us, is the amendment of the valuation methodology used by our lenders in calculating this test. Pursuant to the plan, the banks will no longer derive value based upon the liquidation value of our loans, but rather based upon real estate fundamentals and performance at each underlying property or portfolio. As part of the plan, the secured lenders agreed to keep their interest rates unchanged.

 

Page 10


 

Finally, the Company issued approximately 3.5 million warrants to the three secured lenders at a strike price equal to $1.79 per share (the closing price on March 13, 2009).
We also amended our $100 million senior unsecured credit facility that was set to mature March 22nd. Terms of the modification, negotiated in conjunction with the secured lenders amendments, are as follows: Maturity date on the facility is extended to March 15, 2010 with two one year extension options granted to the Company as long as the secured lender group extends their maturity dates, ensuring that the unsecured facility is in place so long as we are being extended by the secured lenders.
In return, the Company agreed to: Increase the cash interest rate from LIBOR + 1.75% to LIBOR + 3.0% and add a quarterly accrual feature at the rate of 7.20% less the cash rate actually received each period. Pledge as collateral for the unsecured lenders all of the Company’s unencumbered CDO interest from its 4 balance sheet CDOs. Going forward, the cash flows from the CDO will continue to flow to the Company, subject to amortization described below, and begin making quarterly amortization payments that will sum to, on an annual basis, the greater of 25% of the cash flow from the CDO securities mentioned above or $5 million.

 

Page 11


 

As part of the restructuring, we eliminated the financial covenants in the participating secured and the unsecured credit facilities and replaced them with the following new covenants: No new investments without consent of the lenders other than protective investments on our existing portfolio (generally limited to $5 million per protective investment) and, in controlled circumstances, additional co-investments in future investment management funds. No additional debt other than replacement debt, debt on unencumbered assets and subordinated debt. Limitation on cash dividends other than those necessary to maintain REIT status – subject to our using to the maximum extent available, stock dividend rules. Minimum liquidity of $7 million in 2009 and $5 million thereafter. A cross default provisions with a $1 million threshold. The CEO, COO & CFO will be subject to certain cash compensation and employment restrictions. Compensation for all other employees is subject to a predetermined pool.
We also modified $103 million of our $125 million of junior subordinated debentures, or trust preferred securities. The modification is in the form of an exchange for 100% of our $50 million 2006 issuance of trust preferred securities and 71% (or $53.1 million) of our 2007 issuance of trust preferred securities in return for a new single security. The terms of the remaining trust preferred securities, $21.9 million of the 2007 issuance, remain unchanged. Terms of the modification are: Three year rate reduction from 7.23% to 1.0%; Immediate face balance increase of 15%, and the new securities have been made senior to the remaining unmodified trust preferred securities.
As I mentioned earlier, we believe that this restructuring represents the best deal available for the Company and will allow us the opportunity to repay all of our lenders and realize value for our shareholders. That said, the success of this plan will be dependent upon, among other things, asset level performance, repayments and/or liquidity of our loan portfolio, and the lenders’ valuation, as modified, of our assets.
With that, I will turn it back to John.

 

Page 12


 

John Klopp:
Thank you, Geoff. Hopefully we provided a lot of detail on a very complicated transaction but nevertheless, we are ready to take any and all of your questions. Katie, could you open it up.
Operator:
At this time if you would like to ask a question, please press the “star” and “1” keys on your touchtone phone now. Keep in mind you may withdraw yourself from the question queue at any time by pressing the pound key. We’ll take a few moments for any questions to queue.
Our first question comes from the site of David Fick of Stifel Nicolaus. Please go ahead, your line is open.
David Fick:
Good morning. Congratulations. Given the mark that you took on the Goldman and UBS facilities, roughly 33%, what is the asset coverage on your current secured facilities based on your asset value? The implied mark-to-market in your other facilities says your equity in those is zero.
John Klopp:
The collateral pool that secures the three participating lenders – JP Morgan, Morgan Stanley, and Citi is 100% performing. The advanced rate on that pool is roughly 50% of our face value and we believe that there is cushion in that collateral pool as do the lenders.

 

Page 13


 

David Fick:
Against the mark?
John Klopp:
Yes.
David Fick:
Okay. Any idea how much that cushion is?
John Klopp:
To a certain extent, it doesn’t matter because what we have moved from is a liquidation value mark system, to one in which the collateral value tests performed going forward are based primarily on the underlying collectability and performance of our loans. So, that was the entire purpose or certainly one of the primary purposes of the restructuring that we have put in place.
David Fick:
Alright. If I heard correctly, you no longer have access to any unfunded elements of your CDOs. Is that correct?
John Klopp:
Correct.

 

Page 14


 

David Fick:
Okay.
Geoffrey Jervis:
More accurate is that we soon will have no further access to the reinvesting features of our CDOs. And we only have one CDO that applies to, which is CT CDO II. CT CDO I’s reinvestment period ended last year in the normal course.
David Fick:
What is the cash flow status going forward? What should we be modeling in terms of cash flow out of any CDO source? I presume, zero.
Geoffrey Jervis:
No, I think what we said is that CDO II will have its cash flow redirected to amortize the structure. So, while the cash flow is not coming to us, it is redirected to our benefit by de-leveraging the pool of assets. Then, on the other three CDOs, the impact is varied across each CDO mostly driven by rating agency activity in the last two or three weeks, and we’re working through the exact impact with the trustee now. But, I would not assume zero.
David Fick:
Okay. Could you just walk us through your funding commitments and how do you expect – you’ve got roughly $76 million forward funding with $45 million of cash and your cash flow is now essentially being lock-boxed, if I understand that correctly. How are you funding that? What are the banks doing to assist you there?

 

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Geoffrey Jervis:
David, as I said in my script, while we did eliminate the lender’s obligation to fund any portion of our unfunded commitments, that after the loan sales – in particular the sales to Goldman – our unfunded commitments dropped down to $23.6 million. The $23.6 million, we expect to fund out over the next three plus years, so it’s not all in ‘09 or even in the next two years, and we do have control over some elements of those fundings. In addition, we have a $19 million funding commitment to our private equity funds. We expect to fund this through our $20 million current cash balance, the sale of $21 million on a carrying value basis of unencumbered assets and net operating income going forward which we believe to be a significant amount of cash flow going forward.
David Fick:
Okay. Can you just briefly address the business plan, given that you’ve essentially put the company in the hands of the lenders in terms of any significant decisions. I don’t know if you want to characterize it this way but I would characterize it as a conservatorship situation where you’re working on behalf of the banks, going forward. What is the case for shareholders here or is there a case for shareholders here in your stock? How do you run this company or how do you staff, how do you motivate people given that your hands are so tied?

 

Page 16


 

John Klopp:
Well, that’s your characterization and certainly not mine. We don’t believe that we are in conservatorship but instead believe that we have made a necessary transaction with our lenders that should and we expect will allow us to collect our assets in an orderly fashion in the normal course with the ultimate endpoint being the retention of as much of the book value of the company which is $400 million, $18 a share, as we possibly can. We believe that we have the operational flexibility and the capacity to do so – subject to the market. Our assets, just like everybody else’s are subject to what’s going on in the world right now which is a tough place to be, exposed to commercial real estate as we are.
With that caveat, we believe that we have a business plan, that business plan is to continue to move forward and collect our assets and repay our debts and realize as much of our book value as we possibly can. At the same time, we have a vibrant investment management business that has over $1 billion of capital included in existing funds and we intend to be an active participant in the markets, taking advantage of some of the opportunities that are created by the pain that we’re otherwise suffering on our legacy portfolio.
David Fick:
John, it would appear that there is a lot of that opportunity out there but given a co-investment requirement in those funds and restrictions on your ability to access that, can you describe what conditions would be for you to be able to make net investments in those funds?

 

Page 17


 

John Klopp:
Yes, but there are 60-some people on this call and this will be the last question. You can call me separately and ask any number of questions.
David Fick:
Okay, thank you.
John Klopp:
We are unconstrained as to our ability to deploy equity capital that is committed into the two funds that have a billion dollars of capital. It’s 100% available to us and 100% in our discretion to make investments on behalf of our partners in those funds and take advantage of those opportunities. The constraints that I think you may be referring to as part of the debt restructuring is a constraint on our ability to make co-investments in new, yet to be created funds, going forward which certainly will have some extent impact on our ability to continue to grow our investment management business. But, it has no impact on our ability to deploy the existing equity capital. Thank you for your many questions, Mr. Fick.
David Fick:
Thank you.

 

Page 18


 

Operator:
We’ll take our next question from the site of Omotayo Okusanya, from UBS. Please go ahead, your line is open.
Omotayo Okusanya:
Yes. Good morning and congratulations. Thank you for creating some time for ourselves to walk through – what you are trying to do. A quick question: have you guys come up yet with an estimate of, given all the pay downs tied to all the new debt restructuring, just how much cash flow that’s going to require of you over the next year? If you could give us a sense of potential sources of cash that you are looking to in order to be able to cover that so that at least you get the next year’s extension?
Geoffrey Jervis:
I think that sort of quantifying piece by piece our uses of cash flow on this call is probably not the thing to do. But, I would say that our sources of cash, as I had mentioned in my script, are existing cash, the sales – some of which we have pending now – of our unencumbered assets, and operating income. Operating income is a significant number and from those three sources we actually expect to build or maintain our cash balances over the term of this plan.

 

Page 19


 

John Klopp:
Look, we’ve got a tough road ahead, there’s no question about it. We’ve got amortization requirements on the restructured secured debt and an amortization requirement on the restructured unsecured debt, but we were able to essentially cut our cash interest carry as part of this overall transaction. And we believe that with some aggressive action on our part to support repayments, to sell some loans if we need to, plus our existing in-place resources we can make it.
Omotayo Okusanya:
That’s fair but, I guess the math I was trying to do in my head and kind of walk me, tell me where I am wrong if I am wrong. When you just look at the cash on hand of about $45 million and then I looked at your cash from operations last year of about $54 million, this comes up close to $100 million or so. To get the extension on the debts, you have to pay down by at least 20% which is going to cost you about $120 million of cash you need to come up with. I guess I’m just coming with a deficit of some sort and I’m wondering where the plug comes from.
Geoffrey Jervis:
I think that with respect to the secured facilities, we expect the lion’s share of it to come from repayments and/or sales to the extent necessary of collateral. We believe that, as I mentioned in the script, other than the upfront payment we made yesterday, we should have no obligation out of our cash balances with respect to the secured lenders, but our amortization requirements should be met through portfolio cash flow and/or portfolio capital events, which come back to our amortization obligations on the unsecured. Those are covered by, at least a margin today of four times with respect to CDO cash flow. So, it is the net that actually flows. If you want to think about cash balances, the net of operating income that does flow to us off of the secured loans and the net of the CDO cash flow, including our management fee revenues from CTIMCO are the sources of cash into the corporate account.

 

Page 20


 

Omotayo Okusanya:
Just one more question. How much in unencumbered assets do you have at this point?
Geoffrey Jervis:
$21 million at carrying value.
Omotayo Okusanya:
Great, okay. Thanks very much. Best of luck.
John Klopp:
Thank you.
Operator:
Once again, to ask a question, please press the “star” and “1” keys now. We’ll take a few moments for any other questions to queue. Our next question comes from the site of Fred Stein from Monness, Crespi, Hardt. Please go ahead, your line is open.

 

Page 21


 

Fred Stein:
Hi. I know you guys have a very tough job and you did a great job restructuring. Do you have an opinion on what you see in the marketplace? Do you see any sign of stability in price or a modification of the decline in commercial pricing?
John Klopp:
Honestly, not yet. I think, during the course of last year, what we had was a credit crisis and a liquidity crisis. What we have rolling through commercial real estate right now is a fundamental issue, meaning as the economy continues to limp or deteriorate along, the impact is on the fundamentals of real estate – occupancy, cash flow – and I don’t think we’re done with that yet. We’ve obviously seen, first, hotels get hit and the budgets and expectations for 2009 across pretty much the entire lodging sector is grim. It hits hotels relatively quickly because of the duration of the leases, if you will, overnight, but it’s rolling through the other property categories. The truth is that unfortunately, we think it’s going to get worse before it gets better and haven’t seen really the impact of stimulus and all the other programs yet that are coming out of Washington really impact the liquidity of commercial real estate. Transaction volume is way down, lending volume is virtually nil, and liquidity in the markets is very tough right now. I’d love to give you a more positive answer but the truth is, we think it’s going to get worse before it gets better.

 

Page 22


 

Fred Stein:
Let me just follow up with this question. You probably, I am sure, in your modeling did a best, probable and worst case. In your worst case, are you still equipped to handle this over the next twelve to eighteen months, without a really major impairment to your book value and your operating capabilities?
John Klopp:
Well I guess that depends on what your worst case is. I’m not sure what the worst case is in this environment. We’ve certainly done a lot of modeling, developed a lot of expectations. We believe that, in the bend where we expect the world to end up, that we will be able to work our way through this but it is very tough, there is no question about it, and it’s very tight. I don’t know exactly how to model a so-called worst case, but in a worst case scenario, we would have — we would expect fairly significant write-downs and losses on some of our loans that could and would impact book value. We don’t think that’s likely but it’s possible.
Fred Stein:
Thank you very much.
Operator:
Our next question comes from the site of John Sprat, a private investor. Please go ahead, your line is open.

 

Page 23


 

John Sprat:
Congratulations in terms of your restructuring. Given the circumstances, would you consider a report out to investors on a monthly basis versus a quarterly basis?
John Klopp:
I guess the one word answer is “No”. I think we’re going to stick to our reporting. We’ve tried, over time, to beef up our reporting and put as much detail in it as we think is commercially reasonable, but I think that the answer is we’re going to stick to our quarterly reporting cycle.
Operator:
Once again, to ask you question, please press the “star” and “1” keys now. We’ll take a few moments for any other questions to queue. It appears as though we have no further questions at this time.
John Klopp:
Well then, thank you all. We’ll talk to you again soon. Have a good day.
Operator:
This concludes today’s program. You may disconnect at any time. Thank you and have a great day.

 

Page 24

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