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8-K - FORM 8-K - BLACKSTONE MORTGAGE TRUST, INC. | c04030e8vk.htm |
EX-99.2 - EXHIBIT 99.2 - BLACKSTONE MORTGAGE TRUST, INC. | c04030exv99w2.htm |
Exhibit 99.1
Contact: | Douglas Armer (212) 655-0220 |
Capital Trust Reports Second Quarter 2010 Results
NEW YORK, NY July 27, 2010 Capital Trust, Inc. (NYSE: CT) today reported results for the
quarter ended June 30, 2010.
| Operating Results: |
| Reported net income of $2.9 million or $0.13 per share for the second
quarter. |
| Net income was driven primarily by $6.4 million of operating income,
partially offset by net loan provisions and securities impairments of $4.0 million
for the quarter. |
| Portfolio Performance: |
| At quarter end, the Companys loan portfolio consisted of 134 assets
with an aggregate net book value of $3.8 billion. During the second quarter,
performance-related activity included: |
| Recorded $2.0 million of net provisions for loan losses on nine loans.
Provisions in the second quarter of 2010 included $19.0 million of loan
provisions against four loans offset by $17.0 million of recoveries
associated with loan dispositions and restructurings. |
| Four loans with an aggregate outstanding principal balance of $82.4
million were added to the watch list. |
| The Companys securities portfolio was comprised of 65 securities
with an aggregate net book value of $588.4 million. During the second quarter,
performance-related activity included: |
| $2.0 million of impairments recorded on four securities |
| Two securities with an aggregate book value of $9.8 million were added
to the Companys watch list. |
| Originations/Repayments/Dispositions: |
| During the quarter, the Company originated two new investments ($25.0
million face value) for its investment management vehicles and did not originate
any new balance sheet investments. |
| Full and partial repayments during the second quarter totaled $67.0
million, and fundings pursuant to previously existing loan commitments totaled
$700,000. |
| Recourse Debt Obligations: |
| During the second quarter, the company reduced the aggregate
outstanding balance under its three repurchase agreements by $16.4 million,
including net interest income redirection of $3.9 million, net collateral
principal proceeds of $12.4 million and other payments pursuant to the Companys
March 2009 restructuring of $145,000. |
| The Companys senior credit facility balance was reduced by $257,000;
the result of $1.25 million of amortization payments offset by $993,000 of
deferred interest accrual (the excess of 7.20% over the cash pay interest rate). |
Balance Sheet
Total assets were $4.5 billion at June 30, 2010. The Companys Interest Earning Assets, defined as
Loans receivable and Securities on the Companys balance sheet, are summarized below:
Interest Earning Assets
| Interest earning assets totaled $4.3 billion of book value and had a weighted average
yield of 3.23%. |
| $3.7 billion (86%) of the portfolio was comprised of loan investments with a weighted
average yield of 2.65%. |
| $588.4 million (14%) of the portfolio was comprised of securities investments with a
weighted average yield of 6.92%. |
Total loan-specific reserves were $604.7 million against 23 loans with an unreserved book value of
$864.6 million. 12 of the loans against which the Company booked reserves were non-performing and
11 of the loans were performing. The Company does not accrue interest on loans against which it has
provisions unless collection of interest is reasonably certain.
29 loans with an aggregate book balance of $1.0 billion were categorized as watch list loans. Watch
list loans are performing loans (with no credit loss provisions) that the Company aggressively
monitors and manages due to increased risk of potential future non-performance and/or loss.
Net credit impairments in the securities portfolio totaled $55.7 million against 13 bonds.
Additionally, mark-to-market adjustments on impaired securities charged through other comprehensive
income totaled $26.0 million. The Company periodically updates its income amortization schedules to
reflect changes in expected cash flows as a result of securities impairments.
14 securities with an aggregate book value of $99.5 million were identified as watch list
securities. Watch list securities are securities (with no credit impairments) that the Company
aggressively monitors and manages due to increased risk of potential future impairments and/or
loss.
Page 2 of 9
The Company had two equity investments in unconsolidated subsidiaries with an aggregate book value
of $5.2 million. Both investments are co-investments in funds sponsored and managed by the Company.
Interest Bearing Liabilities
On March 16, 2009, the Company entered into a restructuring of substantially all of its recourse
liabilities. Under the terms of the restructuring, $527.5 million of the Companys recourse debt
(substantially all of its secured recourse liabilities) matures in March 2011. Detailed terms of
the debt restructuring are available in the Companys SEC filings.
The book value of the Companys Interest Bearing Liabilities totaled $4.5 billion at June 30, 2010
and were comprised of non-recourse securitized debt obligations ($3.8 billion, 85% of total),
repurchase obligations ($428.5 million, 10%), borrowings under its senior credit facility ($98.7
million, 2%) and junior subordinated notes ($130.1 million, 3%). At quarter end, the Companys $4.5
billion of Interest Bearing Liabilities carried a weighted average cash cost of 1.44% and a
weighted average all-in cost of 1.65%.
During 2009 and continuing into 2010, CMBS downgrades and loan non-performance caused cash flow to
the retained classes of the Companys CDOs to be either wholly or partially redirected to amortize
the balances of the senior bondholders in these CDOs. As of quarter end, the Company currently
receives cash collateral management fees from all four of its CDOs but cash interest payments and
dividends from only one, CDO III.
Other Items
At June 30, 2010, the Companys GAAP shareholders deficit was $(293.7) million. Based on 22.4
million shares outstanding (fully diluted basis) at quarter end, book value per share was $(13.11).
GAAP shareholders equity declined by $3.0 million during the quarter primarily due to (i) a $2.0
million provision for loan losses, (ii) $3.8 million of non-credit-related impairments of
securities, and (iii) a $4.3 million decline in the fair value of interest rate swaps.
In light of the credit reserve activity at the Company, and available tax-basis net operating
losses from prior periods, it is not expected that the Company will have taxable income for 2010
and, therefore, will likely not be required to pay a dividend to continue to maintain its REIT
status. Furthermore, any dividend payment is subject to the terms of the debt restructuring and
would be payable, to the maximum extent possible, in stock (in lieu of cash).
Current and prospective sources of liquidity, as of June 30, 2010, include unrestricted cash ($26.5
million), net operating cash flow, as well as principal payments and asset disposition proceeds.
Prospective uses of liquidity include operating expenses, interest expense, debt repayments,
unfunded loan commitments ($1.5 million), and capital commitments to the Companys managed funds
($16.3 million).
Page 3 of 9
Investment Management
All of the Companys investment management activities are conducted through its wholly-owned,
taxable, investment management subsidiary, CT Investment Management Co., LLC (CTIMCO). CTIMCOs
management activities include: (i) managing its parent, Capital Trust, Inc., (ii) CDO collateral
management: CTIMCO is the collateral manager for five CDOs, which are consolidated on the Companys
balance sheet as variable interest entities, (iii) special servicing: CTIMCO is the named special
servicer on $2.6 billion of loans, and (iv) private equity fund management: at June 30, 2010,
CTIMCO managed five private equity funds and one separate account with total investments of $1.2
billion and undeployed equity commitments of approximately $694.8 million. Three of these funds and
the separate account have ended their investment periods and are liquidating in the ordinary course
of business. The other funds, CT Opportunity Partners I (CTOPI) and CT High Grade Partners II
(High Grade II), are currently investing and capitalized with $540 million and $667 million of
total equity commitments, respectively. Capital Trust, Inc. has committed to invest $25.0 million
as a limited partner in CTOPI, of which $8.7 million has already been funded and $16.3 million
remains undrawn. The Company does not have a co-investment in High Grade II.
Revenues from third party investment management fees totaled $3.2 million in the second quarter of
2010 on a gross basis, which amount is adjusted down by $1.1 million due to a retroactive amendment
to the Companys management agreement with CTOPI. In addition, inter-company fees of $264,000 were
eliminated in the consolidation of CTIMCO.
Page 4 of 9
Comparison of Results of Operations: Three Months Ended June 30, 2010 vs. June 30, 2009
(in thousands, except per share data)
(in thousands, except per share data)
2010 | 2009 | $ / % Change | % Change | |||||||||||||
Income from loans and other investments: |
||||||||||||||||
Interest and related income |
$ | 39,428 | $ | 30,575 | $ | 8,853 | 29.0 | % | ||||||||
Less: Interest and related expenses |
31,653 | 20,244 | 11,409 | 56.4 | % | |||||||||||
Income from loans and other investments, net |
7,775 | 10,331 | (2,556 | ) | (24.7 | %) | ||||||||||
Other revenues: |
||||||||||||||||
Management fees from affiliates |
924 | 2,929 | (2,005 | ) | (68.5 | %) | ||||||||||
Servicing fees |
1,226 | 155 | 1,071 | 691.0 | % | |||||||||||
Other interest income |
97 | 8 | 89 | | % | |||||||||||
Total other revenues |
2,247 | 3,092 | (845 | ) | (27.3 | %) | ||||||||||
Other expenses: |
||||||||||||||||
General and administrative |
4,504 | 4,503 | 1 | | % | |||||||||||
Depreciation and amortization |
5 | 7 | (2 | ) | (28.6 | %) | ||||||||||
Total other expenses |
4,509 | 4,510 | (1 | ) | | % | ||||||||||
Total other-than-temporary impairments of securities |
(3,848 | ) | (4,000 | ) | 152 | (3.8 | %) | |||||||||
Portion of other-than-temporary impairments of securities
recognized in other comprehensive income |
1,852 | | 1,852 | N/A | ||||||||||||
Impairment of goodwill |
| (2,235 | ) | 2,235 | (100.0 | %) | ||||||||||
Impairment of real estate held-for-sale |
| (899 | ) | 899 | (100.0 | %) | ||||||||||
Net impairments recognized in earnings |
(1,996 | ) | (7,134 | ) | 5,138 | (72.0 | %) | |||||||||
Provision for loan losses |
(2,010 | ) | (7,730 | ) | 5,720 | (74.0 | %) | |||||||||
Gain on extinguishment of debt |
463 | | 463 | 100.0 | % | |||||||||||
Income (loss) from equity investments |
932 | (445 | ) | 1,377 | N/A | |||||||||||
Income (loss) before income taxes |
2,902 | (6,396 | ) | 9,298 | N/A | |||||||||||
Income tax provision |
| | | N/A | ||||||||||||
Net income (loss) |
$ | 2,902 | $ | (6,396 | ) | $ | 9,298 | N/A | ||||||||
Net income (loss) per share diluted |
$ | 0.13 | $ | (0.29 | ) | $ | 0.42 | N/A | ||||||||
Dividend per share |
$ | 0.00 | $ | 0.00 | $ | 0.00 | N/A | |||||||||
Average LIBOR |
0.32 | % | 0.37 | % | (0.05 | %) | (14.7 | %) |
Income from loans and other investments, net
As discussed in Note 2 to the Companys consolidated financial statements, recent accounting
guidance has required the Company to consolidate additional entities beginning January 1, 2010. As
a result, an increase in interest earning assets of $2.0 billion from June 30, 2009 to June 30,
2010 resulted in a material increase in interest income for the second quarter of 2010 compared to
the second quarter of 2009. Similarly, an increase in interest bearing liabilities of $2.6 billion
resulted in a material increase in interest expense for the second quarter of 2010 compared to the
second quarter of 2009. In addition, an increase in non-performing loans and a decrease in average
LIBOR contributed to a decrease in net interest income during the second quarter of 2010 compared
to the second quarter of 2009.
Management fees from affiliates
Base management fees from the Companys investment management business decreased $2.0 million, or
69%, during the second quarter of 2010 compared to the second quarter of 2009. The decrease was
attributed primarily to a decrease of $2.1 million in fees from CTOPI due to an amendment to the
management agreement with the fund, partially offset by increased fees at CT High Grade II due to
additional investment activity.
Page 5 of 9
Servicing fees
Servicing fees increased $1.1 million during the second quarter of 2010 compared to the second
quarter of 2009. The increase in fees was primarily due to fees for modifications to loans for
which the Company is named special servicer.
General and administrative expenses
General and administrative expenses include personnel costs, operating expenses, professional fees
and, for the second quarter of 2010, $510,000 of expenses associated with newly consolidated VIEs,
as described in Note 2 to the Companys consolidated financial
statements. Excluding expenses from newly consolidated VIEs, general and administrative expenses
decreased 11% between the second quarter of 2010 and the second quarter of 2009 due to lower
personnel costs (including stock-based compensation), and lower professional fees and other
operating costs.
Net impairments recognized in earnings
During the second quarter of 2010, the Company recorded a gross other-than-temporary impairment of
$3.8 million on four Securities that had an adverse change in cash flow expectations. Of this
amount, $1.9 million (the amount considered fair value adjustments in excess of credit impairment)
was included in other comprehensive income, resulting in a net $2.0 million impairment (the amount
considered credit impairment) included in earnings.
During the second quarter of 2009, the Company similarly recorded a gross other-than-temporary
impairment of $4.0 million on one Security, of which all $4.0 million was included in earnings.
During the second quarter of 2009, the Company also recorded an other-than-temporary impairment of
$899,000 on our Real Estate Held-for-Sale to reflect the property at fair value and a $2.2 million
impairment of goodwill related to its June 2007 acquisition of a healthcare loan origination
platform.
Provision for loan losses
During the second quarter of 2010, the Company recorded an aggregate $2.0 million provision for
loan losses. This net provision included $19.0 million of provisions against four loans, offset by
$17.0 million of recoveries of four loans that had previously been impaired. These recoveries
include $7.0 million on two loans held by consolidated VIEs. During the second quarter of 2009, the
Company recorded an aggregate $7.7 million provision for loan losses against four loans.
Gain on extinguishment of debt
During the second quarter of 2010, the Company recorded a $463,000 gain on the extinguishment of
debt due to realized losses from collateral assets held by consolidated securitization trusts. The
Company recorded no such gains in 2009.
Income (loss) from equity investments
The income from equity investments during the second quarter of 2010 resulted primarily from the
Companys $1.0 million share of income from CTOPI, primarily due to fair value adjustments on the
underlying investments in the fund. The loss from equity investments during the second quarter of
2009 resulted primarily from the Companys share of losses from CTOPI, also primarily due to fair
value adjustments on the underlying investments.
Income tax provision
The Company did not record an income tax provision in the second quarter of 2010 or 2009.
Dividends
The Company did not pay any dividends in the second quarter of 2010 or 2009.
Page 6 of 9
******
The Company will conduct a management conference call at 10:00 a.m. Eastern Time on Wednesday, July
28, 2010 to discuss second quarter 2010 results. Interested parties can access the call toll free
by dialing (800) 895-0231 or 785-424-1054 for international participants. The conference ID is
CAPITAL. A recorded replay will be available from noon on Wednesday, July 28, 2010 through
midnight on Wednesday, August 11, 2010. The replay call number is (800) 688-9445 or (402) 220-1371
for international callers.
Forward-Looking Statements
This news release contains certain forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, including statements relating to future financial
results and business prospects. The forward-looking statements contained in this news release are
subject to certain risks and uncertainties including, but not limited to, the success of the
Companys debt restructuring and its ability to meet the amortization required thereby, demands on
liquidity, the impact of the current turmoil in the financial markets, the continued deterioration
in the commercial real estate market, the continued credit performance of the Companys loan and
CMBS investments, 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 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 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, and the Company
has executed its business both as a balance sheet investor and as an investment manager. Capital
Trust is a real estate investment trust traded on the New York Stock Exchange under the symbol
CT. The Company is headquartered in New York City.
Page 7 of 9
Capital Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
June 30, 2010 and December 31, 2009
(in thousands except per share data)
Consolidated Balance Sheets
June 30, 2010 and December 31, 2009
(in thousands except per share data)
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
(unaudited) | ||||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 26,495 | $ | 27,954 | ||||
Securities held-to-maturity |
17,695 | 17,332 | ||||||
Loans receivable, net |
717,598 | 766,745 | ||||||
Loans held-for-sale, net |
5,488 | | ||||||
Equity investments in unconsolidated subsidiaries |
5,181 | 2,351 | ||||||
Accrued interest receivable |
2,591 | 3,274 | ||||||
Deferred income taxes |
1,711 | 2,032 | ||||||
Prepaid expenses and other assets |
6,959 | 8,391 | ||||||
Subtotal |
783,718 | 828,079 | ||||||
Assets of Consolidated Variable Interest Entities (VIEs)
|
||||||||
Securities held-to-maturity |
570,722 | 697,864 | ||||||
Loans receivable, net |
3,125,398 | 391,499 | ||||||
Loans held-for-sale, net |
| 17,548 | ||||||
Real estate held-for-sale |
12,055 | | ||||||
Accrued interest receivable and other assets |
10,990 | 1,645 | ||||||
Subtotal |
3,719,165 | 1,108,556 | ||||||
Total assets |
$ | 4,502,883 | $ | 1,936,635 | ||||
Liabilities & Shareholders Deficit |
||||||||
Liabilities: |
||||||||
Accounts payable and accrued expenses |
$ | 7,943 | $ | 8,228 | ||||
Repurchase obligations |
428,489 | 450,137 | ||||||
Senior credit facility |
98,665 | 99,188 | ||||||
Junior subordinated notes |
130,112 | 128,077 | ||||||
Participations sold |
288,447 | 289,144 | ||||||
Interest rate hedge liabilities |
4,344 | 4,184 | ||||||
Subtotal |
958,000 | 978,958 | ||||||
Non-Recourse Liabilities of Consolidated VIEs
|
||||||||
Accounts payable and accrued expenses |
4,718 | 1,798 | ||||||
Securitized debt obligations |
3,801,225 | 1,098,280 | ||||||
Interest rate hedge liabilities |
32,600 | 26,766 | ||||||
Subtotal |
3,838,543 | 1,126,844 | ||||||
Total liabilities |
4,796,543 | 2,105,802 | ||||||
Shareholders deficit: |
||||||||
Class A common stock $0.01 par value 100,000 shares authorized, 21,907
and 21,796 shares issued and outstanding as of June 30, 2010 and
December 31, 2009, respectively (class A common stock) |
219 | 218 | ||||||
Restricted class A common stock $0.01 par value, 59 and 79 shares issued
and outstanding as of June 30, 2010 and December 31, 2009,
respectively (restricted class A common stock and together with class
A common stock, common stock) |
1 | 1 | ||||||
Additional paid-in capital |
559,267 | 559,145 | ||||||
Accumulated other comprehensive loss |
(57,585 | ) | (39,135 | ) | ||||
Accumulated deficit |
(795,562 | ) | (689,396 | ) | ||||
Total shareholders deficit |
(293,660 | ) | (169,167 | ) | ||||
Total liabilities and shareholders deficit |
$ | 4,502,883 | $ | 1,936,635 | ||||
Page 8 of 9
Capital Trust, Inc. and Subsidiaries
Consolidated Statements of Operations
Three and Six Months Ended June 30, 2010 and 2009
(in thousands, except share and per share data)
(unaudited)
Consolidated Statements of Operations
Three and Six Months Ended June 30, 2010 and 2009
(in thousands, except share and per share data)
(unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Income from loans and other investments: |
||||||||||||||||
Interest and related income |
$ | 39,428 | $ | 30,575 | $ | 79,398 | $ | 63,814 | ||||||||
Less: Interest and related expenses |
31,653 | 20,244 | 62,905 | 41,512 | ||||||||||||
Income from loans and other investments, net |
7,775 | 10,331 | 16,493 | 22,302 | ||||||||||||
Other revenues: |
||||||||||||||||
Management fees from affiliates |
924 | 2,929 | 3,940 | 5,809 | ||||||||||||
Servicing fees |
1,226 | 155 | 2,737 | 1,334 | ||||||||||||
Other interest income |
97 | 8 | 105 | 136 | ||||||||||||
Total other revenues |
2,247 | 3,092 | 6,782 | 7,279 | ||||||||||||
Other expenses: |
||||||||||||||||
General and administrative |
4,504 | 4,503 | 9,241 | 12,959 | ||||||||||||
Depreciation and amortization |
5 | 7 | 10 | 14 | ||||||||||||
Total other expenses |
4,509 | 4,510 | 9,251 | 12,973 | ||||||||||||
Total other-than-temporary impairments of securities |
(3,848 | ) | (4,000 | ) | (39,835 | ) | (18,646 | ) | ||||||||
Portion of other-than-temporary impairments of securities
recognized in other comprehensive income |
1,852 | | 18,015 | 5,624 | ||||||||||||
Impairment of goodwill |
| (2,235 | ) | | (2,235 | ) | ||||||||||
Impairment of real estate held-for-sale |
| (899 | ) | | (2,233 | ) | ||||||||||
Net impairments recognized in earnings |
(1,996 | ) | (7,134 | ) | (21,820 | ) | (17,490 | ) | ||||||||
Provision for loan losses |
(2,010 | ) | (7,730 | ) | (54,227 | ) | (66,493 | ) | ||||||||
Valuation allowance on loans held-for-sale |
| | | (10,363 | ) | |||||||||||
Gain on extinguishment of debt |
463 | | 463 | | ||||||||||||
Income (loss) from equity investments |
932 | (445 | ) | 1,302 | (2,211 | ) | ||||||||||
Income (loss) before income taxes |
2,902 | (6,396 | ) | (60,258 | ) | (79,949 | ) | |||||||||
Income tax provision (benefit) |
| | 293 | (408 | ) | |||||||||||
Net income (loss) |
$ | 2,902 | $ | (6,396 | ) | $ | (60,551 | ) | $ | (79,541 | ) | |||||
Per share information: |
||||||||||||||||
Net income (loss) per share of common stock: |
||||||||||||||||
Basic |
$ | 0.13 | $ | (0.29 | ) | $ | (2.71 | ) | $ | (3.56 | ) | |||||
Diluted |
$ | 0.13 | $ | (0.29 | ) | $ | (2.71 | ) | $ | (3.56 | ) | |||||
Weighted average shares of common stock outstanding: |
||||||||||||||||
Basic |
22,344,552 | 22,368,539 | 22,340,071 | 22,327,895 | ||||||||||||
Diluted |
22,667,326 | 22,368,539 | 22,340,071 | 22,327,895 | ||||||||||||
Page 9 of 9