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8-K - 8-K - CIFC Corp.a11-9221_18k.htm

Exhibit 99.1

 

 

 

FOR FURTHER INFORMATION:

 

 

AT THE COMPANY:

 

AT FINANCIAL RELATIONS BOARD:

Glenn Duffy

 

Leslie Loyet

Managing Director

 

(312) 640-6672

(773) 380-1635

 

 

 

FOR IMMEDIATE RELEASE

THURSDAY, MARCH 31, 2011

 

DEERFIELD CAPITAL CORP. ANNOUNCES

FOURTH QUARTER AND FISCAL YEAR 2010 RESULTS

 

CHICAGO, March 31, 2011 — Deerfield Capital Corp. (NASDAQ: DFR) (“DFR” or the “Company”) today announced its results of operations for the fourth quarter and fiscal year ended December 31, 2010.

 

Fourth Quarter and Fiscal Year 2010 Highlights

 

·                  Net income attributable to DFR for the quarter ended December 31, 2010 totaled $76.2 million, or $4.76 of diluted earnings per share, compared to net income attributable to DFR of $0.7 million, or $0.10 of diluted earnings per share for the fourth quarter of 2009. The most significant component of the increase during 2010 was attributable to a $68.8 million income tax benefit due to the release of the valuation allowance associated with the Company’s deferred tax asset and a $4.6 million increase in investment advisory fee revenues.

 

·                  Net income attributable to DFR for the year ended December 31, 2010 totaled $85.9 million, or $7.81 of diluted earnings per share, compared to net income attributable to DFR of $66.9 million, or $9.93 of diluted earnings per share in 2009. The major components of the results for 2010 were:

 

·                  $68.8 million income tax benefit due to the release of the valuation allowance associated with the Company’s deferred tax asset;

 

·                  $17.4 million gain on the early extinguishment of the Company’s senior secured notes; and

 

·                  $30.1 million in investment advisory fee revenues, an increase of $12.2 million.

 

These amounts were partially offset by:

 

·                  $5.6 million in expenses for the Columbus Nova Credit Investment Management, LLC (“CNCIM”) and Commercial Industrial Finance Corp. (“CIFC”) strategic transactions;

 

·                  $5.5 million in accelerated depreciation on assets abandoned in connection with the Company’s relocation;

 

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·                  $4.3 million unrealized loss on the conversion feature of the Company’s senior subordinated convertible notes (primarily resulting from share price appreciation during 2010); and

 

·                  $2.4 million impairment charge on intangible assets associated with the sale of a non-core portfolio management product.

 

The major components of the results for 2009 were a $29.6 million gain on the deconsolidation of Market Square CLO and $43.1 million of gains on the Market Square CLO portfolio prior to deconsolidation.  In addition, there was no provision for income taxes in 2009.

 

·                  Core earnings for the quarter totaled $7.5 million, or $0.53 per diluted common share, compared to $5.5 million, or $0.81 per diluted common share, for the fourth quarter of 2009.  Core earnings for 2010 totaled $22.7 million, or $2.07 per diluted common share, compared to $21.3 million, or $3.16 per diluted common share, for 2009.  Core earnings is a non-GAAP financial measure (see reconciliation between net loss, the most comparable GAAP financial measure, and core earnings in “Reconciliation of Non-GAAP Measure - Core Earnings” below).

 

·                  Assets under management (“AUM”) totaled $9.3 billion as of January 1, 2011 and invested assets of our Principal Investing segment totaled $518.5 million as of December 31, 2010.

 

·                  As previously announced on December 21, 2010, DFR entered into definitive documentation related to a merger with CIFC. A stockholder meeting relating to the approval of the issuance of the Company’s stock as consideration for the merger, among other things, is scheduled for April 12, 2011.

 

Fourth Quarter 2010 Financial Overview

 

Discussing the quarter, Jonathan Trutter, the Company’s Chief Executive Officer said, “We are pleased to report that the fourth quarter showed solid growth in investment advisory fees.  Furthermore, the continuation of our CLO contract consolidation strategy with the pending CIFC merger will form the platform for additional growth in years to come.”  Mr. Trutter added, “We are building a new and better positioned company through the consolidation of assets and skilled investment professionals.”

 

The discussion below focuses on the combined results of the Company’s Investment Management and Principal Investing segments which the Company refers to as the results of “DFR Operations” (see “Segment Condensed Statement of Operations” table below). This is the metric that the Company uses to evaluate its financial results. DFR Operations excludes the results of the Consolidated Investment Products (“CIP”) segment, which consists of 11 collateralized debt obligations (“CDOs”) that the Company is required to consolidate into its financial results pursuant to a new accounting standard.  The Company earns investment advisory fees from, and recognizes gains (losses) on its minimal direct investments in, the CDOs of the CIP segment which are included in the results of DFR Operations and eliminated upon consolidation. Otherwise, the results of the CIP segment have no economic impact on the Company’s operations. The DFR Operations results are comparable to the Company’s consolidated GAAP results for periods prior to January 1, 2010 during which the Company was not required to consolidate these CDOs.

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DFR Operations

 

During the three months ended December 31, 2010, net revenues were $13.4 million, a net increase of $6.2 million, or 86.1 percent, as compared to the same period in 2009. This significant improvement is the result of a $4.6 million increase in investment advisory fees and a $4.1 million decrease in the provision for loan losses, partially offset by a $2.5 million decrease in net interest income.

 

Investment advisory fees were $9.8 million for the three months ended December 31, 2010, an increase of $4.6 million, or 88.5 percent, as compared to the same period in 2009. The increase in investment advisory fees is primarily attributable to an increase in subordinated management fees, as most of the collateralized loan obligations (“CLOs”) that the Company manages have resumed the current payment of subordinated management fees and begun to pay previously deferred subordinated management fees. Furthermore, CNCIM contributed investment advisory fees of $2.1 million during the period.

 

Net interest income was $4.2 million for the three months ended December 31, 2010, a decline of $2.5 million, or 37.3 percent, as compared to the same period in 2009. This decline is primarily the result of declines in net interest income on the Company’s residential mortgage-backed securities (“RMBS”) portfolio and DFR Middle Market CLO Ltd. (“DFR MM CLO”), partially offset by interest expense savings on the Company’s long-term debt.

 

Expenses were $9.9 million for the three months ended December 31, 2010, a decrease of $1.3 million, or 11.6 percent, as compared to the same period in 2009. A $1.4 million increase in compensation and benefits for the fourth quarter of 2010 was offset by expenses in the fourth quarter of 2009 of $1.7 million of impairment charges on intangible assets and $1.1 million of accelerated amortization and depreciation in connection with abandoning equipment and leasehold improvements due to the relocation of the Company’s office.

 

Net other income (expense) and gain (loss) was a net gain of $3.8 million for the three months ended December 31, 2010, a decrease of $0.9 million, or 19.1 percent, as compared to the same period in 2009. This decrease is primarily related to the $1.5 million increase in strategic transactions expenses related to the Company’s proposed merger with CIFC and declines in net gains on our principal investing portfolio of $2.6 million.  These decreases were partially offset by a $2.7 million unrealized gain, primarily related to share price depreciation, on the quarterly valuation of the conversion feature of the Convertible Notes, which is deemed to be an embedded derivative instrument.

 

The Company recognized a $68.3 million income tax benefit for the three months ended December 31, 2010, as compared with a $0.2 million benefit for the same period in 2009. The 2010 benefit primarily resulted from release of the Company’s valuation allowance against its deferred tax asset as of December 31, 2010.

 

Liquidity

 

As of December 31, 2010, the Company’s total liquidity was $65.3 million, comprised of unrestricted cash and cash equivalents of $50.1 million and net equity in our financed RMBS portfolio of $15.2 million.

 

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Merger with CIFC

 

On December 21, 2010, DFR announced its entry into a definitive agreement pursuant to which CIFC will merge with DFR.  CIFC is a New York-based investment manager specializing in leveraged loan credit products with approximately $6.1 billion of AUM as of January 1, 2011, including CLO assets recently acquired from an affiliate of Primus Guaranty, Ltd.  CIFC is currently owned by CIFC Parent Holdings LLC (“CIFC Parent Holdings”), which is majority-owned by funds managed by Charlesbank Capital Partners LLC, a private equity firm based in Boston (“Charlesbank”).  As consideration for the merger, CIFC Parent Holdings will receive (i) 9,090,909 shares of newly issued DFR common stock and (ii) $7.5 million in cash in three equal installments, plus certain other consideration as set forth in the agreements governing the merger. The transaction, which is subject to closing conditions including stockholder approval, is expected to close in the second quarter of 2011.

 

Highlights of the transaction to DFR:

 

·                  expected significant increase in AUM and management fee income after the merger; an increase in CLO AUM by $6.1 billion, which would bring DFR’s CLO AUM to $11.6 billion and total AUM to $15.4 billion, on a pro forma basis as of January 1, 2011;

 

·                  expected improved combined cash flows as a consequence of expected top line revenue growth attributable to the increased number of CLO management contracts and other products plus expected cost synergies and economies of scale; and

 

·                  the expectation that the merger would enhance the Company’s position in the corporate credit asset management business generally with the Company expected to become one of the largest CLO managers in the United States as measured by both AUM and number of CLOs under management.

 

About the Company

 

DFR, through its subsidiaries Deerfield Capital Management LLC and CNCIM, manages client assets, including bank loans and other corporate debt, RMBS, government securities and asset-backed securities. In addition, DFR has a principal investing portfolio comprised of fixed income investments, including bank loans and other corporate debt and RMBS.

 

For more information, please go to the Company’s website, at www.deerfieldcapital.com.

 

* * Notes and Tables to Follow * *

 

NOTES TO PRESS RELEASE

 

Certain statements in this press release are forward-looking statements, as permitted by the Private Securities Litigation Reform Act of 1995. These include statements regarding future results or expectations. Forward-looking statements can be identified by forward-looking language, including words such as “believes,” “anticipates,” “expects,” “estimates,” “intends,” “may,” “plans,” “projects,” “will” and similar expressions, or the negative of these words. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made, various operating assumptions and predictions as to future facts and conditions, which may be difficult to accurately

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make and involve the assessment of events beyond the Company’s control. Caution must be exercised in relying on forward-looking statements. The Company’s actual results may differ materially from the forward-looking statements contained in this press release as a result of the following factors, among others:  limitations imposed by the Company’s existing indebtedness and its ability to access capital markets on commercially reasonable terms;  reductions in the Company’s assets under management and related investment management and performance fee revenue; the ability to maintain adequate liquidity; reductions in the fair value of the Company’s assets; the ability to attract and retain qualified personnel; competitive conditions impacting the Company and its assets under management; unanticipated changes in factors relating to the Company’s repurchase transactions, including changes in the value of assets underlying such transactions, counterparty defaults, identification of replacement counterparties and changes in terms governing repurchase transactions; the ability to complete future collateralized debt obligation (“CDO”) transactions and assume or otherwise acquire additional CDO management contracts on favorable terms, or at all, including the ability to effectively finance such transactions through warehouse facilities; general economic and market conditions, particularly as they relate to the markets for debt securities, such as RMBS and CDOs and the fixed income markets;  fluctuation of the Company’s quarterly results from quarter to quarter;  the ability to maintain the Company’s exemption from registration as an investment company pursuant to the Investment Company Act of 1940; the ability to execute the Company’s corporate strategies and develop effective business continuity plans;  changes in existing investment, hedging or credit strategies or the performance and values of the Company’s investment portfolios; the ability of Bounty and, following the completion of the Proposed Merger, CIFC Parent to exercise substantial control over the Company’s business; impairment charges or losses initiated by adverse industry or market developments or other facts or circumstances; the outcome of legal or regulatory proceedings to which the Company is or may become a party; the impact of pending legislation and regulations or changes in, and the ability to remain in compliance with laws, regulations or government policies affecting the Company’s business, including investment management regulations and accounting standards; the Company’s business prospects, the business prospects of and risks facing the companies in which it invests and the ability to identify material risks facing such companies;  the ability to make investments in new investment products, realize fee-based income under the Company’s investment management agreements, grow fee-based income and deliver strong investment performance; receipt of previously deferred CDO subordinated management fees and receipt of future CDO subordinated management fees on a current basis; the ability to comply with investment guidelines under management and related agreements; unanticipated changes in factors underlying the Company’s RMBS and CDOs, including changes in prepayment, delinquency and foreclosure rates and losses relating to mortgage loans and risks related to the equity and mezzanine securities held by the Company’s CDOs; changes in interest rates and the ability of the Company to manage the Company’s exposure to interest rate risk; the Company’s failure to realize the expected benefits of the acquisition of CNCIM; the ability to consummate and realize the expected benefits of the proposed merger with CIFC; and other risks from time to time in the Company’s filings with the SEC.

 

The forward-looking statements contained in this press release are made as of the date hereof, and the Company does not undertake any obligation to update any forward-looking statement to reflect subsequent events, new information or circumstances arising after the date hereof. All future written and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referenced above. In addition, it is the Company’s policy generally not to make any specific projections as to future earnings, and it does not endorse any projections regarding future performance that may be made by third parties.

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DEERFIELD CAPITAL CORP. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

December 31,

 

September 30,

 

December 31,

 

 

 

2010

 

2010 (1)

 

2009

 

 

 

(In thousands, except share and per share amounts)

 

ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

50,106

 

$

37,981

 

$

48,711

 

Due from brokers

 

5,738

 

17,502

 

14,606

 

Restricted cash and cash equivalents

 

24,028

 

18,593

 

19,296

 

Investments and derivative assets at fair value, including $258,597, $255,442 and $303,763 pledged

 

272,165

 

267,153

 

326,884

 

Other investments

 

637

 

1,412

 

4,287

 

Loans, net of allowance for loan losses of $9,676, $9,102 and $15,889

 

237,690

 

259,201

 

263,232

 

Receivables

 

9,149

 

12,579

 

8,427

 

Prepaid and other assets

 

9,760

 

8,029

 

7,043

 

Deferred tax asset, net

 

68,843

 

 

 

Equipment and improvements, net

 

1,921

 

2,155

 

6,505

 

Intangible assets, net

 

23,369

 

25,094

 

21,231

 

Goodwill

 

11,323

 

10,410

 

 

Assets held in Consolidated Investment Products:

 

 

 

 

 

 

 

Due from brokers

 

37,589

 

15,830

 

 

Restricted cash and cash equivalents

 

306,667

 

212,390

 

 

Investments and derivative assets at fair value

 

3,815,580

 

3,835,919

 

 

Receivables

 

18,257

 

24,041

 

 

Total assets held in Consolidated Investment Products

 

4,178,093

 

4,088,180

 

 

TOTAL ASSETS

 

$

4,892,822

 

$

4,748,289

 

$

720,222

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Repurchase agreements

 

$

246,921

 

$

241,346

 

$

291,463

 

Due to brokers

 

11,544

 

17,249

 

803

 

Derivative liabilities

 

11,155

 

13,899

 

450

 

Accrued and other liabilities

 

17,534

 

17,272

 

7,317

 

Long-term debt

 

342,478

 

354,731

 

413,329

 

Liabilities held in Consolidated Investment Products:

 

 

 

 

 

 

 

Due to brokers

 

166,202

 

111,092

 

 

Derivative liabilities

 

2,728

 

5,942

 

 

Interest payable

 

5,371

 

7,261

 

 

Long-term debt at fair value

 

3,663,337

 

3,574,098

 

 

Total liabilities held in Consolidated Investment Products

 

3,837,638

 

3,698,393

 

 

TOTAL LIABILITIES

 

4,467,270

 

4,342,890

 

713,362

 

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

Preferred stock, par value $0.001:

 

 

 

 

 

 

 

100,000,000 shares authorized; 14,999,992 shares issued and zero outstanding

 

 

 

 

Common stock, par value $0.001:

 

 

 

 

 

 

 

500,000,000 shares authorized; 11,000,812, 11,000,812 and 6,455,357 shares issued and 11,000,812, 11,000,812 and 6,454,924 shares outstanding

 

11

 

11

 

6

 

Additional paid-in capital

 

886,890

 

886,890

 

866,557

 

Accumulated other comprehensive loss

 

(12

)

(53

)

(87

)

Accumulated deficit

 

(791,234

)

(867,454

)

(877,155

)

Appropriated retained earnings of Consolidated Investment Products

 

329,897

 

380,814

 

 

Noncontrolling interest in consolidated entity

 

 

5,191

 

17,539

 

TOTAL EQUITY

 

425,552

 

405,399

 

6,860

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

4,892,822

 

$

4,748,289

 

$

720,222

 

 


(1)                                  Unaudited.

 

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DEERFIELD CAPITAL CORP. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three months ended (1)

 

Year ended December 31,

 

 

 

December 31, 2010

 

September 30, 2010

 

December 31, 2009

 

2010

 

2009

 

 

 

(In thousands, except share and per share amounts)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

49,166

 

$

49,326

 

$

10,130

 

$

167,177

 

$

48,849

 

Interest expense

 

11,225

 

12,814

 

3,428

 

40,005

 

19,959

 

Net interest income

 

37,941

 

36,512

 

6,702

 

127,172

 

28,890

 

Provision for loan losses

 

608

 

3,105

 

4,662

 

8,190

 

20,114

 

Net interest income after provision for loan losses

 

37,333

 

33,407

 

2,040

 

118,982

 

8,776

 

Investment advisory fees

 

2,946

 

2,378

 

5,185

 

12,002

 

17,880

 

Total net revenues

 

40,279

 

35,785

 

7,225

 

130,984

 

26,656

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

4,510

 

4,490

 

3,124

 

14,918

 

12,144

 

Professional services

 

2,273

 

1,827

 

712

 

7,020

 

3,018

 

Insurance expense

 

782

 

766

 

776

 

2,992

 

3,089

 

Other general and administrative expenses

 

1,341

 

1,412

 

939

 

6,357

 

7,627

 

Depreciation and amortization

 

1,924

 

1,931

 

3,010

 

12,618

 

7,904

 

Occupancy

 

374

 

418

 

584

 

1,668

 

2,402

 

Management and incentive fee expense to related party

 

 

 

340

 

 

972

 

Cost savings initiatives

 

 

 

 

 

236

 

Impairment of intangible assets

 

 

2,398

 

1,702

 

2,566

 

1,828

 

Total expenses

 

11,204

 

13,242

 

11,187

 

48,139

 

39,220

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense) and Gain (Loss)

 

 

 

 

 

 

 

 

 

 

 

Net gain (loss) on investments, loans, derivatives and liabilities

 

(69,665

)

(50,602

)

4,620

 

(175,921

)

47,633

 

Strategic transactions expenses

 

(1,543

)

 

 

(5,565

)

 

Net gain on the discharge of the Senior Notes

 

 

 

 

17,418

 

 

Net gain on the deconsolidation of Market Square CLO

 

 

 

 

 

29,551

 

Other, net

 

73

 

164

 

53

 

363

 

(287

)

Net other income (expense) and gain (loss)

 

(71,135

)

(50,438

)

4,673

 

(163,705

)

76,897

 

Income (loss) before income tax expense

 

(42,060

)

(27,895

)

711

 

(80,860

)

64,333

 

Income tax expense

 

(68,271

)

1,699

 

(224

)

(66,570

)

29

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

26,211

 

(29,594

)

935

 

(14,290

)

64,304

 

Net (income) loss attributable to noncontrolling interest and Consolidated Investment Products

 

50,009

 

21,575

 

(258

)

100,211

 

2,594

 

Net income (loss) attributable to Deerfield Capital Corp.

 

$

76,220

 

$

(8,019

)

$

677

 

$

85,921

 

$

66,898

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share -

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

6.69

 

$

(0.70

)

$

0.10

 

$

9.16

 

$

9.93

 

Diluted

 

$

4.76

 

$

(0.70

)

$

0.10

 

$

7.81

 

$

9.93

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares outstanding -

 

 

 

 

 

 

 

 

 

 

 

Basic

 

11,397,864

 

11,397,864

 

6,763,088

 

9,378,964

 

6,740,039

 

Diluted

 

15,608,724

 

11,397,864

 

6,763,088

 

11,762,550

 

6,740,039

 

 


(1)                              Unaudited.

 

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DEERFIELD CAPITAL CORP. AND ITS SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURE - CORE EARNINGS

 

The Company believes that core earnings, a non-GAAP financial measure, is a useful metric for evaluating and analyzing its performance.  The calculation of core earnings, which the Company uses to compare financial results from period to period, eliminates the impact of certain non-cash items, non-recurring items, special charges, essentially all components of net other income (expense) and gain (loss) and the provision (benefit) for income tax from net income (loss), the most comparable GAAP financial measure. The Company believes core earnings and core earnings per share are useful metrics for investors because they reflect the alignment of net interest income and investment advisory fee revenues with direct expenses incurred to generate these revenues. Core earnings provided herein may not be comparable to similar measures presented by other companies, as it is a non-GAAP financial measure and may therefore be defined differently by other companies. Core earnings include the earnings from the Company’s subsidiary, DFR MM CLO for all periods and Market Square CLO until the Company sold all of its preference shares in and deconsolidated Market Square CLO as of June 30, 2009, but is not necessarily indicative of cash flows received from DFR MM CLO and Market Square CLO.

 

The table below provides reconciliation between net income (loss) and core earnings:

 

 

 

Three months ended

 

Year ended December 31,

 

 

 

December 31, 2010

 

September 30, 2010

 

December 31, 2009

 

2010

 

2009

 

 

 

(In thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

26,211

 

$

(29,594

)

$

935

 

$

(14,290

)

$

64,304

 

Adjusting items:

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

608

 

3,105

 

4,662

 

8,190

 

20,114

 

Depreciation and amortization

 

1,924

 

1,931

 

3,010

 

12,618

 

7,904

 

Impairment of intangible assets

 

 

2,398

 

1,702

 

2,566

 

1,828

 

Net other income (expense) and gain (loss) (1)

 

72,549

 

51,404

 

(4,673

)

166,085

 

(76,897

)

Income tax (benefit) expense

 

(68,271

)

1,699

 

(224

)

(66,570

)

29

 

Noncontrolling interest and Consolidated Investment Products core earnings (2)

 

(25,550

)

(26,603

)

90

 

(86,457

)

3,765

 

Warant expense

 

 

 

 

529

 

 

Cost savings initiatives

 

 

 

 

 

236

 

Core earnings

 

$

7,471

 

$

4,340

 

$

5,502

 

$

22,671

 

$

21,283

 

 

 

 

 

 

 

 

 

 

 

 

 

Core earnings per share - diluted

 

$

0.53

 

$

0.33

 

$

0.81

 

$

2.07

 

$

3.16

 

Weighted-average number of shares outstanding - diluted (3)

 

15,608,724

 

15,587,264

 

6,763,088

 

11,762,550

 

6,740,039

 

 


(1)                                  Core earnings for the three months ended December 31, 2010 and September 30, 2010, and the year ended December 31, 2010, includes gains (losses) on certain short-term trading strategies related to corporate debt, but excludes all other components of net other income (expense) and gain (loss) such as gains (losses) related to all other investing strategies.

 

(2)                                  Noncontrolling interest and Consolidated Investment Products core earnings is comprised of (i) the portion of net interest income and expenses of DPLC that are attributable to third party investors in DPLC, calculated using each investor’s ownership percentage in DPLC during the measurement period, and (ii) the portion of net interest income and expenses of the CIP CDOs that are consolidated but are attributable to third party investors in the CIP CDOs.

 

(3)                                  For the three months ended September 30, 2010 and the three months and year ended December 31, 2010, the Company utilized the fully-diluted share number of 15,587,264, 15,608,724 and 11,762,550, respectively, in the computation of the diluted core earnings per share, which includes the dilutive impact of the outstanding warrants and Convertible Notes. In addition, tax-effected interest expense on the Convertible Notes of $0.8 million for each of the three months ended September 30, 2010 and December 31, 2010 and $1.7 million for the year ended December 31, 2010 was added back to core earnings to calculate diluted earnings per share under the if-converted method.

 

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DEERFIELD CAPITAL CORP. AND ITS SUBSIDIARIES

SEGMENT CONDENSED STATEMENT OF OPERATIONS

 

On January 1, 2010, pursuant to a new accounting standard, the Company was required to consolidate the results of seven CDOs managed by the Company. Upon completion of the acquisition of CNCIM the Company was also required to consolidate the four CLOs managed by CNCIM (together with the seven CDOs previously consolidated, the “CIP CDOs”). Although the Company now consolidates the CIP CDOs into its financial results in the Consolidated Investment Products segment, there have been no changes to the terms of the Company’s management contracts with the CIP CDOs, the revenues the Company is contractually entitled to receive from the CIP CDOs or the Company’s exposure to liability with respect to the CIP CDOs.  The assets of the CIP CDOs are held solely as collateral to satisfy the obligations of the CIP CDOs. The Company has no right to the benefits from, nor does the Company bear the risks associated with, the assets held by the CIP CDOs, beyond the Company’s minimal direct investments and beneficial interests in, and management fees generated from, the CIP CDOs. If DFR were to liquidate, the assets of the CIP CDOs would not be available to the general creditors of DFR, and as a result, the Company does not consider them to be DFR assets. Additionally, the investors in the CIP CDOs have no recourse to the general credit of DFR for the debt issued by the CIP CDOs. Therefore the Company does not consider this debt to be an obligation of DFR. DFR MM CLO is not included in the Consolidated Investment Products segment, but instead is included in the Principal Investing segment because the Company owns all of its preference shares.

 

When reviewing and analyzing the financial results, management excludes the impact of the Consolidated Investment Products segment as this segment does not have any economic impact on the Company’s operations. The following table presents the consolidation of the Investment Management and Principal Investing segments into DFR Operations and the Consolidated Investment Products segment into the condensed consolidated statements of operations. DFR Operations for the three months and year ended December 31, 2010 is comparable to the Company’s consolidated results for periods prior to January 1, 2010.

 

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DEERFIELD CAPITAL CORP. AND ITS SUBSIDIARIES

SEGMENT CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)

 

 

 

Three months ended December 31, 2010

 

 

 

DFR Operations

 

 

 

Consolidated

 

 

 

 

 

 

 

Investment

 

Principal

 

Total

 

Investment

 

 

 

 

 

 

 

Management

 

Investing

 

DFR

 

Products

 

 

 

Consolidated

 

 

 

Segment (1)

 

Segment (1)

 

Operations

 

Segment

 

Elimination

 

DFR

 

 

 

(In thousands)

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

1

 

$

6,535

 

$

6,536

 

$

42,726

 

$

(96

)

$

49,166

 

Interest expense

 

87

 

2,210

 

2,297

 

8,968

 

(40

)

11,225

 

Net interest income (expense)

 

(86

)

4,325

 

4,239

 

33,758

 

(56

)

37,941

 

Provision for loan losses

 

 

608

 

608

 

 

 

608

 

Net interest income (expense) after provision for loan losses

 

(86

)

3,717

 

3,631

 

33,758

 

(56

)

37,333

 

Investment advisory fees

 

9,794

 

 

9,794

 

 

(6,848

)

2,946

 

Total net revenues

 

9,708

 

3,717

 

13,425

 

33,758

 

(6,904

)

40,279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

7,705

 

2,163

 

9,868

 

8,184

 

(6,848

)

11,204

 

Net other income (expense) and gain (loss)

 

361

 

3,408

 

3,769

 

(75,725

)

821

 

(71,135

)

Income (loss) before income tax expense

 

2,364

 

4,962

 

7,326

 

(50,151

)

765

 

(42,060

)

Income tax benefit

 

(40,166

)

(28,105

)

(68,271

)

 

 

(68,271

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

42,530

 

33,067

 

75,597

 

(50,151

)

765

 

26,211

 

Net (income) loss attributable to noncontrolling interest and Consolidated Investment Products

 

 

(142

)

(142

)

50,151

 

 

50,009

 

Net income attributable to Deerfield Capital Corp.

 

$

42,530

 

$

32,925

 

$

75,455

 

$

 

$

765

 

$

76,220

 

 

 

 

Year ended December 31, 2010

 

 

 

DFR Operations

 

 

 

Consolidated

 

 

 

 

 

 

 

Investment

 

Principal

 

Total

 

Investment

 

 

 

 

 

 

 

Management

 

Investing

 

DFR

 

Products

 

 

 

Consolidated

 

 

 

Segment (1)

 

Segment (1)

 

Operations

 

Segment

 

Elimination

 

DFR

 

 

 

(In thousands)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

13

 

$

29,990

 

$

30,003

 

$

137,711

 

$

(537

)

$

167,177

 

Interest expense

 

2,416

 

7,910

 

10,326

 

29,903

 

(224

)

40,005

 

Net interest income (expense)

 

(2,403

)

22,080

 

19,677

 

107,808

 

(313

)

127,172

 

Provision for loan losses

 

 

8,190

 

8,190

 

 

 

8,190

 

Net interest income (expense) after provision for loan losses

 

(2,403

)

13,890

 

11,487

 

107,808

 

(313

)

118,982

 

Investment advisory fees

 

30,121

 

 

30,121

 

 

(18,119

)

12,002

 

Total net revenues

 

27,718

 

13,890

 

41,608

 

107,808

 

(18,432

)

130,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

35,198

 

9,591

 

44,789

 

21,469

 

(18,119

)

48,139

 

Net other income (expense) and gain (loss)

 

17,511

 

5,785

 

23,296

 

(187,314

)

313

 

(163,705

)

Income (loss) before income tax expense

 

10,031

 

10,084

 

20,115

 

(100,975

)

 

(80,860

)

Income tax benefit

 

(40,164

)

(26,406

)

(66,570

)

 

 

(66,570

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

50,195

 

36,490

 

86,685

 

(100,975

)

 

(14,290

)

Net (income) loss attributable to noncontrolling interest and Consolidated Investment Products

 

 

(764

)

(764

)

100,975

 

 

100,211

 

Net income attributable to Deerfield Capital Corp.

 

$

50,195

 

$

35,726

 

$

85,921

 

$

 

$

 

$

85,921

 

 


(1)   Excludes intercompany investment advisory fee revenues of our Investment management segment and corresponding intercompany management fee expense of our Principal Investing segment related to the management agreement between the two segments of $0.7 million and $2.7 million for the three months and year ended December 31, 2010, respectively.

 

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DEERFIELD CAPITAL CORP. AND ITS SUBSIDIARIES

INVESTMENT ADVISORY FEES AND INTEREST INCOME AND EXPENSE

 

The following table summarizes the Company’s investment advisory fees and interest income and expense from DFR Operations:

 

 

 

Three months ended

 

Year ended December 31,

 

 

 

December 31, 2010

 

September 30, 2010

 

December 31, 2009

 

2010

 

2009

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

CDO management fees:

 

 

 

 

 

 

 

 

 

 

 

Senior fees

 

$

3,336

 

$

3,482

 

$

2,932

 

$

12,465

 

$

11,856

 

Subordinated fees

 

3,794

 

2,594

 

1,121

 

10,142

 

3,490

 

Performance fees

 

2,664

 

510

 

787

 

6,929

 

1,251

 

Total CDO management fees

 

9,794

 

6,586

 

4,840

 

29,536

 

16,597

 

Separately managed accounts and other

 

 

194

 

194

 

585

 

858

 

Other investment vehicle

 

 

 

151

 

 

425

 

Total investment advisory fees

 

$

9,794

 

$

6,780

 

$

5,185

 

$

30,121

 

$

17,880

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income:

 

 

 

 

 

 

 

 

 

 

 

RMBS

 

$

1,544

 

$

2,145

 

$

3,506

 

$

7,717

 

$

16,074

 

Assets held in DFR MM CLO

 

4,821

 

4,889

 

5,976

 

21,070

 

23,972

 

Assets held in DPLC

 

27

 

96

 

295

 

476

 

492

 

Assets held in Market Square CLO

 

 

 

 

 

6,073

 

Other investments

 

144

 

37

 

353

 

740

 

2,238

 

Total interest income

 

$

6,536

 

$

7,167

 

$

10,130

 

$

30,003

 

$

48,849

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

 

 

Recourse:

 

 

 

 

 

 

 

 

 

 

 

Repurchase agreements and other short-term debt

 

$

198

 

$

246

 

$

447

 

$

929

 

$

2,286

 

Subordinated debt and securities

 

508

 

569

 

1,169

 

2,545

 

5,442

 

Convertible notes

 

775

 

769

 

 

1,732

 

 

Series A and Series B notes

 

 

 

1,150

 

2,218

 

5,009

 

Deferred purchase price payments

 

86

 

86

 

 

192

 

 

Total recourse interest expense

 

1,567

 

1,670

 

2,766

 

7,616

 

12,737

 

Non-Recourse

 

 

 

 

 

 

 

 

 

 

 

DFR MM CLO

 

730

 

741

 

662

 

2,710

 

4,184

 

Wachovia Facility

 

 

 

 

 

128

 

Market Square CLO

 

 

 

 

 

2,910

 

Total non-recourse interest expense

 

730

 

741

 

662

 

2,710

 

7,222

 

Total interest expense

 

$

2,297

 

$

2,411

 

$

3,428

 

$

10,326

 

$

19,959

 

 

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DEERFIELD CAPITAL CORP. AND ITS SUBSIDIARIES

AUM AND INVESTMENT PORTFOLIO

 

The following table summarizes AUM for each product category:

 

 

 

January 1, 2011

 

October 1, 2010

 

January 1, 2010

 

 

 

Number of

 

 

 

Number of

 

 

 

Number of

 

 

 

 

 

Accounts

 

AUM

 

Accounts

 

AUM

 

Accounts

 

AUM

 

 

 

 

 

(In thousands)

 

 

 

(In thousands)

 

 

 

(In thousands)

 

CDOs (1) :

 

 

 

 

 

 

 

 

 

 

 

 

 

CLOs

 

16

 

$

5,468,802

 

16

 

$

5,546,053

 

12

 

$

4,041,540

 

Asset-backed securities

 

10

 

3,342,028

 

11

 

3,462,755

 

12

 

4,054,722

 

Corporate bonds

 

4

 

485,718

 

4

 

549,360

 

4

 

754,815

 

Total CDOs

 

30

 

9,296,548

 

31

 

9,558,168

 

28

 

8,851,077

 

Separately managed accounts

 

 

 

 

 

6

 

320,464

 

Other investment vehicle

 

 

 

1

 

5,986

 

1

 

22,367

 

Total AUM (2)

 

 

 

$

9,296,548

 

 

 

$

9,564,154

 

 

 

$

9,193,908

 

 


(1)   CDO AUM numbers generally reflect the aggregate principal or notional balance of the collateral and, in some cases, the cash balance held by the CDOs and are as of the date of the last trustee report received for each CDO prior to January 1, 2011, October 1, 2010 and January 1, 2010, respectively. The AUM for our Euro-denominated CDOs has been converted into U.S. dollars using the spot rate of exchange as of the respective AUM date.

 

(2)   Included in Total AUM for January 1, 2011, October 1, 2010 and January 1, 2010 is $262.4 million, $273.6 million and $288.5 million, respectively, related to DFR MM CLO. The Company manages DFR MM CLO but is not contractually entitled to receive any management fees so long as all of the equity is held by Deerfield Capital LLC or an affiliate thereof.

 

The following table summarizes the principal investing portfolio:

 

 

 

December 31, 2010

 

September 30, 2010

 

December 31, 2009

 

 

 

Carrying

 

Carrying

 

Carrying

 

Principal Investments

 

Value

 

Value

 

Value

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

RMBS

 

$

263,157

 

$

254,538

 

$

305,174

 

Corporate Loans:

 

 

 

 

 

 

 

Loans held in DFR MM CLO

 

246,954

 

267,881

 

269,168

 

Other corporate leveraged loans

 

62

 

72

 

536

 

Loans held in DPLC

 

 

3,292

 

16,131

 

Commercial real estate loans

 

350

 

350

 

9,417

 

Corporate bonds held in DFR MM CLO

 

6,093

 

6,003

 

 

Equity securities

 

637

 

1,412

 

4,287

 

Other investments (1)

 

10,878

 

10,539

 

4,738

 

Total Investments

 

528,131

 

544,087

 

609,451

 

Allowance for loan losses

 

(9,676

)

(9,102

)

(15,889

)

Net Investments

 

$

518,455

 

$

534,985

 

$

593,562

 

 


(1)   As of December 31, 2010 and September 30, 2010, other investments includes $8.0 and $7.2 million, respectively, of investments and beneficial interests in the CIP CDOs that were eliminated upon consolidation.

 

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