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8-K - FORM 8-K - TIPTREE INC. | y05104e8vk.htm |
EX-99.2 - EX-99.2 - TIPTREE INC. | y05104exv99w2.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
TUESDAY, AUGUST 9, 2011
TUESDAY, AUGUST 9, 2011
CARE INVESTMENT TRUST INC. ANNOUNCES
SECOND QUARTER 2011 RESULTS
SECOND QUARTER 2011 RESULTS
Company to Host Conference Call to Discuss Quarterly Results
2011 Second Quarter Highlights
| Declared dividend of $0.135 per share | ||
| Announced FFO and AFFO per share for the second quarter of 2011 of $0.19 and $0.14, respectively | ||
| Increased cash and cash equivalents to approximately $13.9 million at the end of the second quarter 2011 |
NEW YORK August 9, 2011 Care Investment Trust Inc. (OTCQX: CVTR) (Care or the Company), a
real estate investment and finance company that invests in healthcare-related real estate, today
reported financial results for the second quarter ended June 30, 2011 and announced that it has
declared a quarterly dividend of $0.135 per share for the second quarter of 2011.
The Company reported net income of approximately $1.1 million, or $0.11 and $0.10 per basic and
diluted share, respectively. Net income was impacted by a non-cash depreciation charge from the
Companys real estate investments of approximately $0.9 million.
Funds From Operations (FFO) for the second quarter of 2011 were approximately $2.0 million, or
$0.19 per basic and diluted share. Adjusted Funds From Operations (AFFO) amounted to approximately
$1.4 million, or $0.14 per basic and diluted share. FFO is computed by adding back to net income
(loss) the Companys share of depreciation and amortization of real estate related to Cares
investment in the Bickford properties. AFFO reflects additional adjustments for other non-cash
income and expense items including stock issued to related parties and straight-lining of lease
revenue. These adjustments are detailed in the attached Reconciliation of Non-GAAP Financial
Measures.
Care Investment Trust Inc.
Portfolio Activity
Wholly-owned and Partially-owned Real Estate
Wholly-owned real estate totaled approximately $110.4 million at June 30, 2011, consisting of
investments in 14 assisted and independent living and alzheimers facilities, all of which were net
leased. In addition, Care had real estate investments in partially-owned entities of approximately
$29.4 million at the end of the second quarter 2011, consisting of investments in equity interests
in limited liability entities owning nine medical office buildings as well as a joint venture which
consists of a single independent living facility following the sale of three properties during the
second quarter of 2011.
Loan Portfolio
Net investments in loans were approximately $7.0 million as of June 30, 2011. The weighted average
spread on the remaining loan investment, which is floating-rate, at June 30, 2011 was 4.02 percent
over one-month LIBOR and is scheduled to mature on August 19, 2011, as extended. The effective
yield on our loan investment was 4.21 percent for the quarter ended June 30, 2011.
Operating Activities
Care generated total revenue of approximately $3.5 million during the 2011 second quarter which
included rental revenue of approximately $3.3 million and interest income from investments in loans
of approximately $0.2 million.
The Company incurred approximately $2.3 million in operating expenses during the three months ended
June 30, 2011, which included approximately $0.1 million in base services fees, approximately $0.2
million in incentive fees to our advisor, TREIT Management, LLC, and approximately $1.2 million in
marketing, general and administrative expenses. General and Administrative expenses consist of
fees for professional services, including audit, legal and investor relations; directors & officers
and other insurance; general overhead costs for the Company and employee salaries and benefits as
well as fees paid to our directors. The Company recognized approximately $0.4 million in employee
compensation expense during the three months ended June 30, 2011, which did not occur during the
comparable period in 2010 when the Company was externally-managed and did not have any employees.
Care also incurred approximately $0.9 million of depreciation and amortization expense relating to
its investment in the Bickford properties.
Care recognized income from investments in partially-owned entities of approximately $1.4 million
for the three months ended June 30, 2011. As a result of the new economic terms of our Cambridge
investment (as outlined in the Omnibus Agreement dated April 15, 2011), the Company will receive a
preferential distribution of cash flow from operations with a target distribution rate of 12% of
its $40 million fixed dollar investment with any cash flow from operations in excess of the target
distribution rate being retained by Cambridge, and will no longer recognize 85% of the operating
income or loss (after depreciation and amortization) with respect to the Cambridge portfolio.
Accordingly, the income from investments in partially-owned entities for the three month period
ended June 30, 2011 included income from Cambridge of $1.2 million to reflect our preferential
payment for the three months ended June 30, 2011. We also recognized our share of equity income in
the SMC properties of approximately $0.2 million for the three months ended June 30, 2011.
Interest expense totaled approximately $1.4 million for the three months ended June 30, 2011, which
related primarily to the mortgage debt incurred to finance the acquisition of the Bickford
properties. The effective interest rate for the second quarter of 2011 on the Companys mortgage
debt borrowings incurred to finance the acquisition of the Bickford properties was 6.88 percent.
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Care Investment Trust Inc.
Liquidity and Funding
At June 30, 2011, Care had approximately $13.9 million in cash and cash equivalents. During the
second quarter 2011 the Company received proceeds of approximately $6.2 million from the sale of
three of the four properties in its SMC investment.
Conference Call Details
Care will host a conference call on Tuesday, August 9, 2011, at 11:00 a.m. Eastern Time to discuss
the second quarter results. The call may be accessed live by dialing (888) 549-7880 or by visiting
the Companys website at www.carereit.com.
Investors may access a replay by dialing (800) 406-7325, passcode 4464071, which will be available
through August 16, 2011. The webcast replay will also be archived in the Investor Relations
section of the Companys website.
About Care Investment Trust
Care Investment Trust Inc. is a real estate investment and finance company that invests in
healthcare-related real estate.
Safe Harbor Statement
This release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All forward-looking statements involve risks, uncertainties and
contingencies, many of which are beyond Care Investment Trust Inc.s control, which may cause
actual results, performance, or achievements to differ materially from anticipated results,
performance, or achievements. All statements contained in this release that are not clearly
historical in nature are forward-looking, and the words anticipate, believe, estimate,
expect, plan, target, and similar expressions are generally intended to identify
forward-looking statements. Economic, business, funding market, competitive and/or regulatory
factors, among others, affecting Care Investment Trust Inc.s businesses are examples of factors
that could cause actual results to differ materially from those described in the forward-looking
statements in addition to those factors specified in Care Investment Trust Inc.s Annual Report on
Form 10-K, as well as Care Investment Trust Inc.s Quarterly Reports on Form 10-Q. Care Investment
Trust Inc. is under no obligation to (and expressly disclaims any such obligation to) update or
alter its forward-looking statements, whether as a result of new information, future events or
otherwise.
Funds from Operations and Adjusted Funds from Operations
Funds From Operations, or FFO, which is a non-GAAP financial measure, is a widely recognized
measure of REIT performance. We compute FFO in accordance with standards established by the
National Association of Real Estate Investment Trusts, or NAREIT, which may not be comparable to
FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or
that interpret the NAREIT definition differently than we do.
The revised White Paper on FFO, approved by the Board of Governors of NAREIT in April 2002 defines
FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt
restructuring and sales of properties, plus real estate related depreciation and amortization and
after adjustments for unconsolidated partnerships and joint ventures.
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Care Investment Trust Inc.
Adjusted Funds from Operations
Adjusted Funds From Operations, or AFFO, is a non-GAAP financial measure. We calculate AFFO as net
income (loss) (computed in accordance with GAAP), excluding gains (losses) from debt restructuring
and gains (losses) from sales of property, plus the expenses associated with depreciation and
amortization on real estate assets, non-cash equity compensation expenses, the effects of straight
lining lease revenue, excess cash distributions from the Companys equity method investments and
one-time events pursuant to changes in GAAP and other non-cash charges. Proportionate adjustments
for unconsolidated partnerships and joint ventures will also be taken when calculating the
Companys AFFO.
We believe that FFO and AFFO provide additional measures of our core operating performance by
eliminating the impact of certain non-cash expenses and facilitating a comparison of our financial
results to those of other comparable REITs with fewer or no non-cash charges and comparison of our
own operating results from period to period. The Company uses FFO and AFFO in this way, and also
has used AFFO as a performance metric in the Companys executive compensation program. The Company
also believes that its investors also use FFO and AFFO to evaluate and compare the performance of
the Company and its peers, and as such, the Company believes that the disclosure of FFO and AFFO is
useful to (and expected of) its investors.
However, the Company cautions that neither FFO nor AFFO represent cash generated from operating
activities in accordance with GAAP and they should not be considered as an alternative to net
income (determined in accordance with GAAP), or an indication of our cash flow from operating
activities (determined in accordance with GAAP), a measure of our liquidity, or an indication of
funds available to fund our cash needs, including our ability to make cash distributions. In
addition, our methodology for calculating FFO and / or AFFO may differ from the methodologies
employed by other REITs to calculate the same or similar supplemental performance measures, and
accordingly, our reported FFO and / or AFFO may not be comparable to the FFO and AFFO reported by
other REITs.
For more information on the Company, please visit the Companys website at www.carereit.com
-Financial Tables to Follow-
FOR FURTHER INFORMATION:
AT CARE INVESTMENT TRUST:
Salvatore V. (Torey) Riso Jr.
|
Steven M. Sherwyn | |
President & Chief Executive Officer
|
Chief Financial Officer & Treasurer | |
(212) 446-1414
|
(212) 446-1407 | |
triso@carereit.com
|
ssherwyn@carereit.com |
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Care Investment Trust Inc.
Care Investment Trust Inc. and Subsidiaries
Condensed Consolidated Statement of Operations (Unaudited)
(dollars in thousands except share and per share data)
Condensed Consolidated Statement of Operations (Unaudited)
(dollars in thousands except share and per share data)
Three Months | Three Months | Six Months | Six Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(Successor) | (Predecessor) | (Successor) | (Predecessor) | |||||||||||||
Revenue: |
||||||||||||||||
Rental income |
$ | 3,276 | $ | 3,187 | $ | 6,552 | $ | 6,401 | ||||||||
Income from investments in loans |
198 | 403 | 443 | 1,147 | ||||||||||||
Total Revenue |
3,474 | 3,590 | 6,995 | 7,548 | ||||||||||||
Expenses |
||||||||||||||||
Base management and services fees and buyout payments to related
party |
99 | 375 | 203 | 8,304 | ||||||||||||
Incentive fee to related party |
176 | | 481 | | ||||||||||||
Marketing, general and administrative (including stock-based
compensation of $15 and $49 and $45 and $113, respectively) |
1,202 | 2,367 | 2,340 | 4,183 | ||||||||||||
Depreciation and amortization |
868 | 841 | 1,736 | 1,683 | ||||||||||||
Realized gain on sales and repayments of loans |
| | | (4 | ) | |||||||||||
Adjustment to valuation allowance on loans held at LOCOM |
| (84 | ) | | (829 | ) | ||||||||||
Operating Expenses |
2,345 | 3,499 | 4,760 | 13,337 | ||||||||||||
(Income) or loss from investments in partially-owned entities, net |
(1,384 | ) | 876 | (771 | ) | 1,459 | ||||||||||
Net unrealized (gain) or loss on derivative instruments |
| (310 | ) | 255 | 268 | |||||||||||
Impairment of investments |
77 | | 77 | | ||||||||||||
Interest income |
(5 | ) | (31 | ) | (8 | ) | (79 | ) | ||||||||
Interest expense including amortization and write-off of deferred
financing costs |
1,374 | 1,458 | 2,728 | 2,895 | ||||||||||||
Net income (loss) |
$ | 1,067 | $ | (1,902 | ) | $ | (46 | ) | $ | (10,332 | ) | |||||
Net income or (loss) per share of common stock |
||||||||||||||||
Net income (loss), basic |
$ | 0.11 | $ | (0.06 | ) | $ | (0.00 | ) | $ | (0.34 | ) | |||||
Net income (loss), diluted |
$ | 0.10 | $ | (0.06 | ) | $ | (0.00 | ) | $ | (0.34 | ) | |||||
Weighted average common shares outstanding, basic(1) |
10,149,562 | 30,344,489 | 10,145,018 | 30,326,975 | ||||||||||||
Weighted average common shares outstanding, diluted(1) |
10,167,272 | 30,344,489 | 10,145,018 | 30,326,975 | ||||||||||||
Dividends declared per common share |
$ | 0.135 | $ | | $ | 0.135 | $ | | ||||||||
(1) | The weighted average common shares outstanding basic and diluted for the three and six months periods ended June 30, 2010 are adjusted to reflect the Companys three-for-two stock split announced in September 2010. The periods above exclude the dilutive effect of warrants convertible into 652,500 shares because the exercise price was more than the average market price. Also excluded are operating partnership units issued to Cambridge that were held in escrow through April 14, 2011 and were reduced and restructured per the terms of the Omnibus Agreement such that the OP Units are no longer convertible into Care common stock. |
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Care Investment Trust Inc.
Care Investment Trust Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures (Unaudited)
(dollars in thousands except share and per share data)
Reconciliation of Non-GAAP Financial Measures (Unaudited)
(dollars in thousands except share and per share data)
For the three months ended | For the six months ended | |||||||||||||||
June 30, 2011 | June 30, 2011 | |||||||||||||||
FFO | AFFO | FFO | AFFO | |||||||||||||
Net income (loss) |
$ | 1,067 | $ | 1,067 | $ | (46 | ) | $ | (46 | ) | ||||||
Add: |
||||||||||||||||
Depreciation and amortization from partially-owned entities |
| | 2,601 | 2,601 | ||||||||||||
Depreciation and amortization on owned properties |
854 | 854 | 1,708 | 1,708 | ||||||||||||
Amortization of above-market leases |
| 52 | | 104 | ||||||||||||
Stock-based compensation to directors |
| | | 30 | ||||||||||||
Stock issued to related parties |
| 61 | | 61 | ||||||||||||
Straight-line effect of lease revenue |
| (594 | ) | | (1,188 | ) | ||||||||||
Excess cash distributions from the Companys equity method investments |
| | | 1 | ||||||||||||
Change in the obligation to issue OP Units |
| | | 255 | ||||||||||||
Funds From Operations and Adjusted Funds From Operations |
$ | 1,921 | $ | 1,440 | $ | 4,263 | $ | 3,526 | ||||||||
FFO and Adjusted FFO per share basic |
$ | 0.19 | $ | 0.14 | $ | 0.42 | $ | 0.35 | ||||||||
FFO and Adjusted FFO per share diluted |
$ | 0.19 | $ | 0.14 | $ | 0.42 | $ | 0.35 | ||||||||
Weighted average common shares outstanding basic(1)(2) |
10,149,562 | 10,149,562 | 10,145,018 | 10,145,018 | ||||||||||||
Weighted average common shares outstanding diluted(1)(2) |
10,167,272 | 10,167,272 | 10,153,922 | 10,153,922 |
(1) | The weighted average common shares outstanding basic and diluted for the three and six months periods ended June 30, 2011 exclude the dilutive effect of warrants convertible into 652,500 shares because the exercise price was more than the average market price. | |
(2) | Excludes operating partnership units issued to Cambridge that were held in escrow through April 14, 2011 and were reduced and restructured per the terms of the Omnibus Agreement such that the OP Units are no longer convertible into Care common stock. |
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