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8-K - FORM 8-K - TIPTREE INC. | y05311e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
WEDNESDAY, NOVEMBER 9, 2011
CARE INVESTMENT TRUST INC. ANNOUNCES
THIRD QUARTER 2011 RESULTS
THIRD QUARTER 2011 RESULTS
Company to Host Conference Call to Discuss Quarterly Results
2011 Third Quarter Highlights
| Acquired a portfolio of three (3) senior housing facilities located in Virginia for $20.8 million | ||
| Declared dividend of $0.135 per share | ||
| Announced FFO and AFFO per share for the third quarter of 2011 of $0.14 and $0.14, respectively | ||
| Ended third quarter 2011 with cash and cash equivalents in excess of $8.9 million |
NEW YORK November 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 third quarter ended September 30, 2011, and announced that it
has declared a quarterly dividend of $0.135 per share for the third quarter of 2011.
The Company reported net income of approximately $0.5 million, or $0.05 per basic and diluted share
for the three months ended September 30, 2011. 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 third quarter of 2011 was approximately $1.4 million, or $0.14
per basic and diluted share. Adjusted Funds From Operations (AFFO) also 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 and Greenfield properties. AFFO reflects additional adjustments for
other non-cash and related income and expense items including stock based compensation, stock
issued to related parties, transaction charges 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 $124.2 million at September 30, 2011, consisting of
investments in 17 assisted living, independent living and memory care facilities acquired in the
Bickford (14 facilities) and Greenfield (3 facilities) transactions, all of which are triple net
leased. In addition, Care had real estate investments in partially-owned entities of approximately
$29.1 million as of September 30, 2011, consisting of a preferred equity investment through limited
liability entities owning nine (9) medical office buildings as well as a joint venture consisting
of one independent / assisted living facility of the original four (4) properties in the
portfolio.
In September 2011, Care acquired three private pay assisted living / memory care facilities from
affiliates of Greenfield Senior Living, Inc. for an aggregate purchase price of $20.8 million,
which expands the Companys footprint to the Mid-Atlantic region of the US. The portfolio contains
164 total licensed beds, consisting of 115 assisted living beds and 49 memory care beds, and has an
average age of 14 years, with aggregate occupancy averaging in excess of 90 percent (90%) over the
last two full years.
Simultaneously with the acquisition, Care leased the facilities back to affiliates of Greenfield
pursuant to a triple-net master lease having an initial term of 12 years with two ten-year renewal
options. Care is projecting GAAP revenues from the acquisition of the properties for calendar
years 2011 and 2012 of approximately $0.5 million and $1.9 million, respectively, which includes a
non-cash straight-line rent component of approximately $0.1 million and $0.3 million in calendar
years 2011 and 2012, respectively.
Care funded the investment through cash on hand of approximately $5.3 million and approximately
$15.5 million of first mortgage bridge financing from KeyBank National Association. The bridge
loan bears interest at a floating rate per annum equal to the London Interbank Offered Rate (LIBOR)
plus 400 basis points, with no LIBOR floor, and provides for monthly interest and principal
payments commencing on October 1, 2011. The bridge loan will mature on June 20, 2012 and, subject
to certain conditions, may be extended for an additional three (3) months. It is anticipated that
permanent financing will be obtained through a KeyBank sponsored Freddie Mac refinancing, expected
to occur within 90 days after the closing of the bridge loan.
Loan Portfolio
The net investment in our loan was approximately $6.3 million as of September 30, 2011. The
weighted average spread on the remaining loan investment, which is floating-rate, at September 30,
2011 was 4.00 percent over 30-day LIBOR and had an effective yield of 4.24 percent as of September
30, 2011. Negotiations to restructure the loan have been ongoing since its initial maturity date
of February 1, 2011, and as part of these discussions, the credit facilities have been extended
several times, most recently until October 28, 2011. The lender consortium and the borrowers
continue to have negotiations surrounding a potential restructuring of the credit facilities.
Operating Activities
Care generated total revenue of approximately $3.5 million during the 2011 third quarter which
included rental revenue of approximately $3.4 million and interest income from investments in loans
of approximately $0.1 million.
The Company incurred approximately $2.6 million in operating expenses during the three months ended
September 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 $1.4
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
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Care Investment Trust Inc.
insurance; general overhead costs for the Company and employee salaries and benefits as well as
fees paid to our directors and rent for our corporate offices. The Company recognized
approximately $0.4 million in employee compensation expense during the three months ended September
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 and Greenfield
properties.
Care recognized income from investments in partially-owned entities of approximately $1.0 million
for the three months ended September 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
receives a preferential distribution of available cash from operations with a target distribution
rate of 12% of the current balance of its $40 million fixed dollar investment with any cash from
operations in excess of the cumulative target distribution rate being retained by Cambridge, and no
longer recognizes 85% of the operating income or loss (after depreciation and amortization)
pertaining to the Cambridge portfolio. Accordingly, the income from investments in partially-owned
entities for the three month period ended September 30, 2011 included income from Cambridge of
approximately $0.9 million to reflect our share of available cash from operations for the three
months ended September 30, 2011, with the balance of the target distribution to accrue at an annual
rate of 14% per annum which shall be recognized as those distributions occur. The Company also
recognized its share of equity income in its remaining SMC property of approximately $0.1 million
for the three months ended September 30, 2011.
On October 19, 2011, the Company entered into an agreement with Cambridge to amend the Omnibus
Agreement, pursuant to which Cambridge may purchase our interest in the Cambridge Portfolio at any
time up to December 9, 2011 for an amount equal to the sum of our fixed dollar investment ($40
million) plus our accrued but unpaid preferred return (approximately $2.0 million). If Cambridge
fails to purchase our interest on or before December 9, 2011, the purchase price reverts to that
originally provided for in the Omnibus Agreement. As consideration for the amendment, Cambridge
will forfeit all of its rights and interests in (i) the Warrant, which is convertible into 300,000
shares of the Companys common stock at an exercise price of $6.00 per share, as well as (ii) the
200,000 OP Units upon the earlier of the closing of such purchase or December 9, 2011.
Interest expense totaled approximately $1.4 million for the three months ended September 30, 2011,
which related primarily to the mortgage debt incurred to finance the acquisition of the Bickford
properties and also included interest expense pertaining to the Greenfield properties which were
acquired in September 2011. The effective interest rate for the third quarter of 2011 on the
Companys mortgage debt borrowings incurred to finance the acquisition of the Bickford and
Greenfield properties was 6.88 percent and 4.25 percent, respectively.
Liquidity and Funding
During the third quarter of 2011 the Company invested approximately $5.3 million in the acquisition
of the Greenfield properties. At September 30, 2011, Care had approximately $8.9 million in cash
and cash equivalents.
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Care Investment Trust Inc.
Conference Call Details
Care will host a conference call on Wednesday, November 9, 2011, at 11:00 a.m. Eastern Time to
discuss the third quarter results. The call may be accessed live by dialing (888) 549-7750 or by
visiting the Companys website at www.carereit.com.
Investors may access a replay by dialing (800) 406-7325, passcode 4486169, which will be available
through November 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 under the Private Securities Litigation Reform Act of 1995
This release contains forward-looking statements which 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. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as to
the date of this press release. We cannot guarantee the accuracy of any such forward-looking
statements contained in this press release, and 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.
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
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Care Investment Trust Inc.
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, transaction charges 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 considered 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 Balance Sheets (Unaudited)
(dollars in thousands except share and per share data)
Condensed Consolidated Balance Sheets (Unaudited)
(dollars in thousands except share and per share data)
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
(Successor) | (Successor) | |||||||
Assets: |
||||||||
Real Estate: |
||||||||
Land |
$ | 7,330 | $ | 5,020 | ||||
Buildings and improvements |
120,492 | 102,002 | ||||||
Less: accumulated depreciation and amortization |
(3,637 | ) | (1,293 | ) | ||||
Total real estate, net |
124,185 | 105,729 | ||||||
Investment in loans |
6,285 | 8,552 | ||||||
Investments in partially-owned entities |
29,121 | 39,200 | ||||||
Identified intangible assets leases in place, net |
6,089 | 6,477 | ||||||
Cash and cash equivalents |
8,907 | 5,032 | ||||||
Accrued interest receivable |
18 | 64 | ||||||
Other assets |
4,025 | 1,822 | ||||||
Total Assets |
$ | 178,630 | $ | 166,876 | ||||
Liabilities and Stockholders Equity |
||||||||
Liabilities: |
||||||||
Mortgage notes payable |
$ | 96,495 | $ | 81,684 | ||||
Accounts payable and accrued expenses |
1,742 | 1,570 | ||||||
Accrued expenses payable to related party |
281 | 39 | ||||||
Obligation to issue operating partnership units |
450 | 2,095 | ||||||
Other liabilities |
590 | 525 | ||||||
Total Liabilities |
99,558 | 85,913 | ||||||
Commitments and Contingencies |
||||||||
Stockholders Equity |
||||||||
Preferred stock: $0.001 par value, 100,000,000
shares authorized, none issued or outstanding |
| | ||||||
Common stock: $0.001 par value, 250,000,000
shares authorized, 10,161,249 and 10,064,982
shares issued and outstanding, respectively |
11 | 11 | ||||||
Additional paid-in capital |
83,779 | 83,416 | ||||||
Accumulated deficit |
(4,718 | ) | (2,464 | ) | ||||
Total Stockholders Equity |
79,072 | 80,963 | ||||||
Total Liabilities and Stockholders Equity |
$ | 178,630 | $ | 166,876 | ||||
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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 | For the Period From | For the Period From | Nine Months Ended | For the Period From | ||||||||||||||||
Ended | August 13, 2010 to | July 1, 2010 to | September 30, | January 1, 2010 to | ||||||||||||||||
September 30, 2011 | September 30, 2010 | August 12, 2010 | 2011 | August 12, 2010 | ||||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Successor) | (Predecessor) | ||||||||||||||||
Revenue: |
||||||||||||||||||||
Rental income |
$ | 3,371 | $ | 1,804 | $ | 1,479 | $ | 9,923 | $ | 7,880 | ||||||||||
Income from investments in loans |
146 | 216 | 201 | 589 | 1,348 | |||||||||||||||
Total Revenue |
3,517 | 2,020 | 1,680 | 10,512 | 9,228 | |||||||||||||||
Expenses |
||||||||||||||||||||
Base management and services fees
and buyout payments to related
party |
100 | 102 | 173 | 303 | 8,477 | |||||||||||||||
Incentive fee to related party |
237 | | | 718 | | |||||||||||||||
Marketing, general and
administrative (including
stock-based compensation of $11,
$8, $50, $56 and $163,
respectively) |
1,367 | 985 | 6,836 | 3,705 | 11,021 | |||||||||||||||
Depreciation and amortization |
883 | 604 | 389 | 2,620 | 2,072 | |||||||||||||||
Realized gain on sales and
repayments of loans |
| | | | (4 | ) | ||||||||||||||
Adjustment to valuation allowance
on loans held at LOCOM |
| | (28 | ) | | (858 | ) | |||||||||||||
Operating Expenses |
2,587 | 1,691 | 7,370 | 7,346 | 20,708 | |||||||||||||||
(Income) or loss from investments in
partially-owned entities, net |
(1,009 | ) | 474 | 482 | (1,779 | ) | 1,941 | |||||||||||||
Net unrealized (gain) or loss on
derivative instruments |
| (492 | ) | (227 | ) | 255 | 41 | |||||||||||||
Impairment of investments |
| | | 77 | | |||||||||||||||
Interest income |
(7 | ) | (5 | ) | (20 | ) | (15 | ) | (99 | ) | ||||||||||
Interest expense including
amortization and write-off of deferred
financing costs |
1,411 | 736 | 684 | 4,139 | 3,578 | |||||||||||||||
Net income (loss) |
$ | 535 | $ | (384 | ) | $ | (6,609 | ) | $ | 489 | $ | (16,941 | ) | |||||||
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Care Investment Trust Inc.
Three Months | For the Period From | For the Period From | Nine Months Ended | For the Period From | ||||||||||||||||
Ended | August 13, 2010 to | July 1, 2010 to | September 30, | January 1, 2010 to | ||||||||||||||||
September 30, 2011 | September 30, 2010 | August 12, 2010 | 2011 | August 12, 2010 | ||||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Successor) | (Predecessor) | ||||||||||||||||
Net income (loss) per share of common
stock |
||||||||||||||||||||
Net income (loss), basic |
$ | 0.05 | $ | (0.04 | ) | $ | (0.22 | ) | $ | 0.05 | $ | (0.56 | ) | |||||||
Net income (loss), diluted |
$ | 0.05 | $ | (0.04 | ) | $ | (0.22 | ) | $ | 0.05 | $ | (0.56 | ) | |||||||
Weighted average common shares
outstanding, basic(1) |
10,159,098 | 10,063,386 | 30,353,454 | 10,149,763 | 30,331,994 | |||||||||||||||
Weighted average common shares
outstanding, diluted(1) |
10,187,605 | 10,063,386 | 30,353,454 | 10,160,202 | 30,331,994 | |||||||||||||||
Dividends declared per common share |
$ | 0.135 | $ | | $ | | $ | 0.27 | $ | | ||||||||||
(1) | The weighted average common shares outstanding, basic and diluted, for the period from January 1, 2010 to August 12, 2010 and for the period from July 1, 2010 to August 12, 2010 are adjusted to reflect the Companys three-for-two stock split announced in September 2010. The periods above exclude the dilutive effect of the 2008 Warrant convertible into 652,500 common shares because the exercise price was greater than the average market price and include the dilutive effect of the Warrant issued pursuant to the Omnibus Agreement convertible into 300,000 common shares for the three and nine month periods ended September 30, 2011 because the average market price was greater than the exercise 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 operating partnership units are no longer convertible into Care common stock. |
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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 nine months ended | |||||||||||||||
September 30, 2011 | September 30, 2011 | |||||||||||||||
FFO | AFFO | FFO | AFFO | |||||||||||||
Net income |
$ | 535 | $ | 535 | $ | 489 | $ | 489 | ||||||||
Add: |
||||||||||||||||
Depreciation and amortization from partially-owned entities |
| | 2,601 | 2,601 | ||||||||||||
Depreciation and amortization on owned properties |
869 | 869 | 2,577 | 2,577 | ||||||||||||
Stock-based compensation to directors |
| 11 | | 56 | ||||||||||||
Amortization of above-market leases |
| 52 | | 155 | ||||||||||||
Stock issued to related parties |
| 35 | | 96 | ||||||||||||
Straight-line effect of lease revenue |
| (331 | ) | | (1,520 | ) | ||||||||||
Transaction charges |
| 228 | | 228 | ||||||||||||
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 |
$ | 1,404 | $ | 1,399 | $ | 5,667 | $ | 4,938 | ||||||||
FFO and Adjusted FFO per share basic |
$ | 0.14 | $ | 0.14 | $ | 0.56 | $ | 0.49 | ||||||||
FFO and Adjusted FFO per share diluted |
$ | 0.14 | $ | 0.14 | $ | 0.56 | $ | 0.49 | ||||||||
Weighted average shares outstanding basic(1)(2) |
10,159,098 | 10,159,098 | 10,149,763 | 10,149,763 | ||||||||||||
Weighted average shares outstanding diluted(1)(2) |
10,187,605 | 10,187,605 | 10,160,202 | 10,160,202 |
(1) | The diluted FFO and AFFO per share calculations exclude the dilutive effect of the 2008 Warrant convertible into 652,500 common shares for the three and nine month periods ended September 30, 2011 because the exercise price was greater than the average market price. The diluted FFO and AFFO per share calculations include the dilutive effect of the Warrant issued pursuant to the Omnibus Agreement convertible into 300,000 common shares for the three and nine month periods ended September 30, 2011 because the average market price was greater than the exercise price. | |
(2) | Does not include 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 operating partnership units are no longer convertible into Care common stock. |