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8-K - FORM 8-K - BLACKSTONE MORTGAGE TRUST, INC. | c24348e8vk.htm |
EX-99.2 - EX-99.2 - BLACKSTONE MORTGAGE TRUST, INC. | c24348exv99w2.htm |
Exhibit 99.1
Contact:
|
Douglas Armer | |
(212) 655-0220 |
Capital Trust Reports Third Quarter 2011 Results
NEW YORK, NY November 1, 2011- Capital Trust, Inc. (NYSE: CT) today reported results for the
quarter ended September 30, 2011.
| Operating Results: |
| Reported consolidated net
income of $13.7 million, or $0.60 per share
for the third quarter ($0.57 per share on a diluted basis). |
| Consolidated assets were $1.54 billion as of September 30, 2011 and
consolidated liabilities were $1.65 billion, resulting in a shareholders deficit
of $100.2 million. |
| On an adjusted basis1, the Company recorded a loss for the
third quarter of $3.1 million, or $(0.13) per share, which is primarily
attributable to the loss it recognized from its investment in CT Legacy REIT (CT
Legacy REIT recorded an adjusted loss of $10.8 million for the quarter, of which
the Company recognized $4.5 million).Absent this loss, the Companys adjusted net
income was $1.4 million, driven primarily by special servicing fees earned during
the quarter. The Companys cash-basis adjusted net income was $1.3 million for the
quarter. |
| Adjusted assets were $104.4 million as of September 30, 2011, and
adjusted liabilities were $15.4 million, resulting in adjusted shareholders
equity of $89.0 million. Based on 24.6 million shares outstanding (fully diluted
basis) at quarter end, adjusted book value per share was $3.61. |
| Investment management platform earned $4.0 million of fees during the
quarter, of which $816,000 were eliminated in consolidation under GAAP. |
Capital Trust, Inc.
| As of September 30, 2011, the Companys adjusted assets were comprised of: |
| The Companys investment management and special servicing platform
which is operated through its subsidiary, CT Investment Management Co.,
LLC (CTIMCO) and has assets under management of $4.5 billion with mandates
including: (i) management of its public company parent, Capital Trust, Inc. (ii)
management of CT Legacy REIT (iii) the Companys private equity management
business;(iv) collateral management of five commercial real estate CDOs; and (v)
special servicing of securitized loan investments for both CTIMCO-managed vehicles
and third parties. |
1 | The Companys adjusted earnings and balance
sheet reflect the exclusion of consolidated securitization vehicles and loan
participations sold as well as certain non-cash expenses related to interest
rate hedges. |
| Unrestricted cash of $28.2 million. |
| $11.3 million funded under its co-investment commitment to CT
Opportunity Partners I, LP ($25.0 million commitment, of which $13.7 million
remains unfunded). |
| Equity interest in the CT Legacy REIT portfolio (52%) with an
adjusted book value of $61.1 million. Net of its obligations under the secured
notes and management incentive awards plan, the Companys equity interest in the
CT Legacy REIT portfolio is $41.2 million on an adjusted basis. |
| The secured notes have a $7.7 million face amount (payoff amount of
$11.1 million) and are secured solely by the Companys initial equity
interests in the common stock of CT Legacy REIT. The secured notes mature
on March 31, 2016 and bear interest at a rate of 8.2%, which may be
deferred until maturity. |
| The management incentive awards provide for the participation in up to
6.75% of the net recovery of CT Legacy REIT. |
| 100% of CT Legacy REITs class A preferred stock. The class A
preferred stock initially entitles the Company to cumulative preferred dividends
of $7.5 million per annum, which dividends will be reduced in January 2013 to the
greater of (i) 2.5% of CT Legacy REITs assets, and (ii) $1.0 million per annum. |
| The Company has no recourse liabilities. |
| Significant net operating
loss carryforwards are available to the Company to offset taxable
income in future periods. |
CT Investment Management Co., LLC
All of the Companys investment management activities are conducted through its wholly-owned,
investment management subsidiary, CTIMCO. CTIMCO is headquartered in New York, employs all 29 of
the Companys employees, and is operated as a taxable subsidiary of the Company. Since its
inception, CTIMCO has originated approximately $12.0 billion of commercial real estate debt and
related investments and has raised over $3.5 billion of private equity capital, as well as over $10
billion of public and private debt capital. CTIMCO currently manages approximately $4.5 billion of
assets including its public company parent, CT Legacy REIT, five commercial real estate CDOs, three
private equity funds, and one separate account. In addition, CTIMCO is an approved special servicer
by all three rating agencies and is the named special servicer on $2.3 billion of loans.
| CTIMCO earned
$4.0 million of fees during the quarter, and $9.0 million year-to-date
($816,000 and $1.9 million of fees were eliminated in consolidation under GAAP, respectively). |
Page 2 of 9
| CTIMCO is currently
investing CT Opportunity Partners I, a fund with $539.9 million of total
equity commitments of which $296.0 million remains undrawn. |
| CTIMCO manages three other
funds with total original equity commitments of $1.4 billion and
total investments of $1.0 billion. |
| During the quarter, CTIMCO originated three new investments, $137.7 million in the
aggregate, for its investment management vehicles. |
CT Legacy REIT
In connection with its March 2011 restructuring, the Company transferred substantially all of its
directly held interest earning assets to CT Legacy REIT, and either transferred or extinguished all
of its recourse liabilities.
CT
Legacy REIT, which is expected to be taxed as a REIT commencing in 2011, is owned 52% by the
Company, 24% by an affiliate of the mezzanine loan lender, and 24% by the Companys former lenders
under its senior credit facility. In addition, CT Legacy REIT issued a subordinate class of common
stock to the Companys former junior subordinated noteholders. The Company manages CT Legacy REIT
as a liquidating portfolio.
| Adjusted Operating Results: |
| CT Legacy REITs adjusted net loss of $10.8 million for the quarter
was primarily driven by (i) $23.5 million of securities impairments, and (ii) $1.9
million of preferred dividends, offset by (iii) a $14.5 million recovery of
previous loan loss provisions. CT Legacy REITs cash-basis adjusted net income was
$734,000 for the quarter. |
| Assets: |
| Cash of $13.7 million
as of September 30, 2011. |
| Collected asset repayments of $265.9 million during the second and
third quarters, representing 50.0% of the initial net book value of the CT Legacy
REIT portfolio. |
| 18 loans with a principal balance of $379.5 million, adjusted book
balance of $239.1 million, and fair value of $208.0 million. |
| $14.5 million recovery of previous loan impairments recorded during the
quarter (total impairments in the portfolio of $140.3 million against six
loans). |
| 14 securities with a principal balance of $143.7 million, adjusted
book balance of $7.9 million, and fair value (excluding CDO residual interests) of
$3.5 million. |
| $23.5 million of credit impairments recorded during the quarter (total
credit impairments in the portfolio of $135.2 million against
11 securities). |
Page 3 of 9
| Liabilities: |
| Repayment of
$238.1 million of repurchase obligations during the
second and third quarters (78.1% of their post-restructuring balance), including
the full repayment and termination of the Morgan Stanley and Citigroup facilities
and a release of their remaining collateral. The only remaining repurchase
obligation is a $66.7 million facility with JP Morgan. |
| Interest rate LIBOR+2.50% |
| Matures December 15, 2014 |
| Subject to scheduled pay down hurdles and rate increases |
| $64.1 million mezzanine loan (down from an initial balance of $83.0
million) |
| 15.0% interest rate (8.0% paid current, 7.0% deferred) |
| Matures on March 31, 2016 |
Adjusted Balance Sheet and Operating Results
The consolidated financial statements of the Company include 10 consolidated securitization
vehicles which are all non-recourse, as well as assets and liabilities related to loan
participations sold which did not qualify as sales under accounting principles generally accepted
in the United States (GAAP). This has resulted in a presentation of gross assets and liabilities,
provisions/impairments, and operations being recorded in excess of the Companys economic interests
in such entities.
The Companys adjusted balance sheet and operating results (i) eliminate loan participations sold,
and (ii) deconsolidate securitization vehicles which are presented gross in accordance with GAAP,
and show instead the Companys cash investment in these non-recourse entities, adjusted for losses
expected or incurred, and the cash income earned thereon. Due to the non-recourse nature of these
entities, the Companys investment amount as well as its income from these entities cannot be less
than zero on a cash basis. In addition, non-cash interest expense recognized due to interest rate
swaps no longer designated as cash flow hedges is eliminated.
Page 4 of 9
Also, the adjusted balance sheet and operating results separately show the Companys financial
position and operations from those of CT Legacy REIT.
The Companys adjusted balance sheet is not an alternative or substitute for its consolidated
balance sheet prepared in accordance with GAAP as a measure of its
financial position, and the
Companys adjusted operating results are not an alternative or
substitute for net income reported in
accordance with GAAP as a measure of the Companys performance. Rather, the Company believes that its
adjusted balance sheet and operating results provide meaningful information to consider, in addition
to its consolidated balance sheet and statement of operations prepared in accordance with GAAP,
because these measures help the Company evaluate its financial position and performance without the
effects of certain transactions and GAAP adjustments that are not necessarily indicative of the
Companys current investment portfolio, capitalization, or shareholders equity.
The Companys adjusted balance sheet should not be viewed as an alternative measure of
shareholders equity. Similarly, adjusted earnings should not be viewed as an alternative measure
of either the Companys operating liquidity or funds available for its cash needs. In addition, the
Company may not prepare its adjusted balance sheet or adjusted earnings in the same manner as other
companies that use similarly titled measures.
Page 5 of 9
Adjusted Balance Sheet as of September 30, 2011
(in thousands, except per share data)
(in thousands, except per share data)
Adjusted Balance Sheet | ||||||||||||||||
Consolidated GAAP | CT Legacy | Capital | ||||||||||||||
Capital Trust, Inc. | Adjustments(1)(2)(3) | REIT | Trust, Inc. | |||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | 28,219 | $ | | $ | | $ | 28,219 | ||||||||
Loans receivable, net |
24,945 | (24,945 | ) | | | |||||||||||
Equity investments in unconsolidated
subsidiaries |
10,611 | | | 10,611 | ||||||||||||
Investment in CT Legacy REIT |
| 61,098 | | 61,098 | ||||||||||||
Deferred income taxes |
1,750 | | | 1,750 | ||||||||||||
Prepaid expenses and other assets |
2,109 | 625 | | 2,734 | ||||||||||||
Subtotal |
67,634 | 36,778 | | 104,412 | ||||||||||||
Assets of Consolidated VIEs |
||||||||||||||||
CT Legacy REIT, Excluding Securitization
Vehicles |
||||||||||||||||
Restricted cash |
13,715 | | 13,715 | | ||||||||||||
Securities held-to-maturity |
2,591 | 5,320 | 7,911 | | ||||||||||||
Loans receivable, net |
207,028 | | 207,028 | | ||||||||||||
Loans held-for-sale, net |
32,107 | | 32,107 | | ||||||||||||
Accrued interest receivable and other assets |
4,638 | | 4,638 | | ||||||||||||
Subtotal |
260,079 | 5,320 | 265,399 | | ||||||||||||
Assets of consolidated securitization vehicles |
1,212,176 | (1,212,176 | ) | | | |||||||||||
Total/adjusted assets |
$ | 1,539,889 | $ | (1,170,078 | ) | $ | 265,399 | $ | 104,412 | |||||||
Liabilities & Shareholders Equity |
||||||||||||||||
Accounts payable and accrued expenses |
$ | 7,717 | $ | | $ | | $ | 7,717 | ||||||||
Secured notes |
7,686 | | | 7,686 | ||||||||||||
Participations sold |
24,945 | (24,945 | ) | | | |||||||||||
Subtotal |
40,348 | (24,945 | ) | | 15,403 | |||||||||||
Non-Recourse Liabilities of Consolidated VIEs |
||||||||||||||||
CT Legacy REIT, Excluding Securitization
Vehicles |
||||||||||||||||
Accounts payable and accrued expenses |
683 | 625 | 1,308 | | ||||||||||||
Repurchase obligations |
66,637 | | 66,637 | | ||||||||||||
Mezzanine loan, net of unamortized discount |
53,367 | | 53,367 | | ||||||||||||
Participations sold |
97,465 | (97,465 | ) | | | |||||||||||
Interest rate hedge liabilities |
9,326 | | 9,326 | | ||||||||||||
Subtotal |
227,478 | (96,840 | ) | 130,638 | | |||||||||||
Liabilities of consolidated securitization vehicles |
1,382,916 | (1,382,916 | ) | | | |||||||||||
Total/adjusted liabilities |
1,650,742 | (1,504,701 | ) | 130,638 | 15,403 | |||||||||||
Total/adjusted equity |
(100,165 | ) | 323,935 | 134,761 | 89,009 | |||||||||||
Noncontrolling interests |
(10,688 | ) | 10,688 | | | |||||||||||
Total/adjusted liabilities and shareholders equity |
$ | 1,539,889 | $ | (1,170,078 | ) | $ | 265,399 | $ | 104,412 | |||||||
Capital Trust, Inc. book value/adjusted book value
per share: |
||||||||||||||||
Basic |
$ | (4.40 | ) | $ | 3.91 | |||||||||||
Diluted |
$ | (4.40 | ) | $ | 3.61 |
(1) | All securitization vehicles
have been deconsolidated and reported at their cash investment
amount, adjusted for current losses relative to the Companys equity investment in each
vehicle. Due to the non-recourse nature of these entities, the Companys investment cannot
be less than zero on a cash basis. See note 11 to the Companys Form 10-Q, filed on November
2, 2011, for discussion of consolidated securitization vehicles. |
|
(2) | Loan participations which have been sold to third-parties, and did not qualify for sale
accounting, have been eliminated. See Note 8 to the Companys Form 10-Q, filed on November
2, 2011, for discussion of loan participations sold. |
|
(3) | Non-cash interest expense recognized due to interest rate swaps no longer designated as
cash flow hedges has been eliminated. See Note 10 to the
Companys Form 10-Q, filed on
November 2, 2011, for discussion of interest rate swaps not designated as hedging instruments. |
Page 6 of 9
Adjusted Income Statement for the Nine Months Ended September 30, 2011
(in thousands, except per share data)
(in thousands, except per share data)
Adjusted Income Statement | ||||||||||||||||
Consolidated GAAP | CT Legacy | Capital | ||||||||||||||
Capital Trust, Inc. | Adjustments(1)(2)(3) | REIT | Trust, Inc. | |||||||||||||
Income from loans and other investments: |
||||||||||||||||
Interest and related income |
$ | 95,187 | $ | (73,013 | ) | $ | 13,420 | $ | 8,754 | |||||||
Less: Interest and related expenses |
80,381 | (60,492 | ) | 15,784 | 4,105 | |||||||||||
Income from loans and other investments, net |
14,806 | (12,521 | ) | (2,364 | ) | 4,649 | ||||||||||
Other revenues: |
||||||||||||||||
Management fees from affiliates |
4,927 | | | 4,927 | ||||||||||||
Servicing fees |
2,208 | 632 | | 2,840 | ||||||||||||
Total other revenues |
7,135 | 632 | | 7,767 | ||||||||||||
Other expenses: |
||||||||||||||||
General and administrative |
19,868 | (646 | ) | 2,133 | 17,089 | |||||||||||
Total other expenses |
19,868 | (646 | ) | 2,133 | 17,089 | |||||||||||
Total other-than-temporary impairments on
securities |
(35,620 | ) | 12,131 | (23,476 | ) | (13 | ) | |||||||||
Portion of other-than-temporary impairments on
securities recognized in other comprehensive
income |
(3,098 | ) | 1,458 | | (1,640 | ) | ||||||||||
Impairments on real estate held-for-sale |
(1,055 | ) | 1,055 | | | |||||||||||
Net impairments recognized in earnings |
(39,773 | ) | 14,644 | (23,476 | ) | (1,653 | ) | |||||||||
Recovery of (provision for) loan losses |
34,401 | (21,439 | ) | 5,048 | 7,914 | |||||||||||
Valuation allowance on loans held-for-sale |
(224 | ) | | (224 | ) | | ||||||||||
Gain on extinguishment of debt |
271,031 | (96,185 | ) | | 174,846 | |||||||||||
Income from equity investments |
2,105 | | | 2,105 | ||||||||||||
Loss from CT Legacy REIT |
| | | (11,170 | ) | |||||||||||
Intercompany dividends |
| | (3,771 | ) | 3,771 | |||||||||||
Income (loss)/adjusted income (loss) before
income taxes |
269,613 | (114,223 | ) | (26,920 | ) | 171,140 | ||||||||||
Income tax provision |
1,214 | | | 1,214 | ||||||||||||
Net income (loss)/adjusted net income (loss)
before noncontrolling interests |
268,399 | (114,223 | ) | (26,920 | ) | 169,926 | ||||||||||
Less: Net income attributable to
noncontrolling
interests |
(1,935 | ) | 1,935 | | | |||||||||||
Net income (loss)/adjusted net income (loss) |
$ | 266,464 | $ | (112,288 | ) | $ | (26,920 | ) | $ | 169,926 | ||||||
Earnings/adjusted earnings per share: |
||||||||||||||||
Basic |
$ | 11.77 | $ | 7.51 | ||||||||||||
Diluted |
$ | 11.08 | $ | 7.06 |
(1) | All securitization vehicles have been deconsolidated; adjusted balances include only cash
income received from such vehicles. Due to the non-recourse nature of these entities, the
Companys net income from such entities cannot be less than zero on a cash basis. See note
11 to the Companys Form 10-Q, filed on November 2, 2011, for discussion of consolidated
securitization vehicles. |
|
(2) | Loan participations which have been sold to third-parties, which did not qualify for sale
accounting, have been eliminated. See Note 8 to the Companys Form 10-Q, filed on November
2, 2011, for discussion of loan participations sold. |
|
(3) | Non-cash interest expense recognized due to interest rate swaps no longer designated as
cash flow hedges has been eliminated. See Note 10 to the
Companys Form 10-Q, filed on
November 2, 2011, for discussion of interest rate swaps not designated as hedging instruments. |
Page 7 of 9
Adjusted Income Statement for the Three Months Ended September 30, 2011
(in thousands, except per share data)
(in thousands, except per share data)
Adjusted Income Statement | ||||||||||||||||
Consolidated GAAP | CT Legacy | Capital | ||||||||||||||
Capital Trust, Inc. | Adjustments(1)(2)(3) | REIT | Trust, Inc. | |||||||||||||
Income from loans and other investments: |
||||||||||||||||
Interest and related income |
$ | 25,642 | $ | (19,763 | ) | $ | 5,879 | $ | | |||||||
Less: Interest and related expenses |
21,838 | (16,217 | ) | 5,523 | 98 | |||||||||||
Income from loans and other investments, net |
3,804 | (3,546 | ) | 356 | (98 | ) | ||||||||||
Other revenues: |
||||||||||||||||
Management fees from affiliates |
1,753 | | | 1,753 | ||||||||||||
Servicing fees |
1,460 | 198 | | 1,658 | ||||||||||||
Total other revenues |
3,213 | 198 | | 3,411 | ||||||||||||
Other expenses: |
||||||||||||||||
General and administrative |
4,941 | (323 | ) | 305 | 4,313 | |||||||||||
Total other expenses |
4,941 | (323 | ) | 305 | 4,313 | |||||||||||
Total other-than-temporary impairments on
securities |
(30,687 | ) | 7,211 | (23,476 | ) | | ||||||||||
Portion of other-than-temporary impairments on
securities recognized in other comprehensive
income |
173 | (173 | ) | | | |||||||||||
Impairments on real estate held-for-sale |
(1,055 | ) | 1,055 | | | |||||||||||
Net impairments recognized in earnings |
(31,569 | ) | 8,093 | (23,476 | ) | | ||||||||||
Recovery of (provision for) loan losses |
17,152 | (2,670 | ) | 14,482 | | |||||||||||
Gain on extinguishment of debt |
20,054 | (20,054 | ) | | | |||||||||||
Income from equity investments |
307 | | | 307 | ||||||||||||
Loss from CT Legacy REIT |
| | | (4,480 | ) | |||||||||||
Intercompany dividends |
| | (1,875 | ) | 1,875 | |||||||||||
Income (loss)/adjusted loss before
income taxes |
8,020 | (17,656 | ) | (10,818 | ) | (3,298 | ) | |||||||||
Income tax benefit |
(236 | ) | | | (236 | ) | ||||||||||
Net income (loss)/adjusted net loss
before noncontrolling interests |
8,256 | (17,656 | ) | (10,818 | ) | (3,062 | ) | |||||||||
Less: Net income attributable to
noncontrolling
interests |
5,466 | (5,466 | ) | | | |||||||||||
Net income (loss)/adjusted net loss |
$ | 13,722 | $ | (23,122 | ) | $ | (10,818 | ) | $ | (3,062 | ) | |||||
Earnings/adjusted earnings per share: |
||||||||||||||||
Basic |
$ | 0.60 | $ | (0.13 | ) | |||||||||||
Diluted |
$ | 0.57 | $ | (0.13 | ) |
(1) | All securitization vehicles have been deconsolidated; adjusted balances include only cash
income received from such vehicles. Due to the non-recourse nature of these entities, the
Companys net income from such entities cannot be less than zero on a cash basis. See note 11
to the Companys Form 10-Q, filed on November 2, 2011, for discussion of consolidated
securitization vehicles. |
|
(2) | Loan participations which have been sold to third-parties, which did not qualify for sale
accounting, have been eliminated. See Note 8 to the Companys Form 10-Q, filed on November
2, 2011, for discussion of loan participations sold. |
|
(3) | Non-cash interest expense recognized due to interest rate swaps no longer designated as
cash flow hedges has been eliminated. See Note 10 to the
Companys Form 10-Q, filed on
November 2, 2011, for discussion of interest rate swaps not designated as hedging instruments. |
Page 8 of 9
******
The Company will conduct a management conference call at 10:00 a.m. Eastern Time on Wednesday,
November 2, 2011 to discuss third quarter 2011 results. Interested parties can access the call toll
free by dialing (800) 862-9098 or 785-424-1051 for international
participants. The conference ID is
CAPITAL. A recorded replay will be available from noon on November 2, 2011 through midnight on
Wednesday, November 16, 2011. The replay call number is
800-695-2185 or 402-530-9028 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 continued credit
performance and recovery from the Companys retained balance sheet and transferred legacy assets,
the success of the Companys efforts to raise additional capital and re-commence balance sheet
investment activity, its asset/liability mix, the effectiveness of the Companys hedging strategy
and the rate of repayment of the Companys portfolio assets and the impact of these events,
conditions and uncertainties on the Companys cash flow, as well as other risks indicated from time
to time in the Companys 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 fully integrated, self-managed real estate finance and investment
management company that specializes in credit sensitive structured
financial products. To date, the
Companys investment programs have focused primarily on loans and securities backed by commercial
real estate assets, investing both for its balance sheet and for
third party vehicles. 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.
Page 9 of 9