Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2010

or

 

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number 1-14760

 

 

RAIT FINANCIAL TRUST

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		23-2919819
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
2929 Arch Street, 17th Floor, Philadelphia, PA		19104
(Address of principal executive offices)		(Zip Code)

(215) 243-9000

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ¨   Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨    (Do not check if a smaller reporting company)

Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

The aggregate market value of the common shares of the registrant held by non-affiliates of the registrant, based upon the closing price of such shares on June 30, 2010 of $1.87, was approximately $156,000,000.

A total of 89,356,481 common shares of beneficial interest, par value $0.01 per share, of the registrant were outstanding as of August 6, 2010.

 

 

 

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Table of Contents

RAIT FINANCIAL TRUST

TABLE OF CONTENTS

 

				Page
PART I—FINANCIAL INFORMATION
Item 1.		Financial Statements (unaudited)
		Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009		1
		Consolidated Statements of Operations for the Three-Month and Six-Month Periods Ended June  30, 2010 and 2009		2
		Consolidated Statements of Comprehensive Income (Loss) for the Three-Month and Six-Month Periods Ended June 30, 2010 and 2009		3
		Consolidated Statements of Cash Flows for the Six-Month Periods Ended June 30, 2010 and 2009		4
		Notes to Consolidated Financial Statements		5
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3.		Quantitative and Qualitative Disclosures about Market Risk		45
Item 4.		Controls and Procedures		46
PART II—OTHER INFORMATION
Item 1.		Legal Proceedings		46
Item 1A.		Risk Factors		47
Item 5.		Other Information		47
Item 6.		Exhibits		47
		Signatures		48

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PART I—FINANCIAL INFORMATION

 

Item 1.

Financial Statements

RAIT Financial Trust

Consolidated Balance Sheets

(Unaudited and dollars in thousands, except share and per share information)

 

		As of June 30, 2010				As of December 31, 2009
Assets
Investments in mortgages and loans, at amortized cost:
Commercial mortgages, mezzanine loans, other loans and preferred equity interests		$	1,388,312			$	1,467,566
Allowance for losses			(78,672	)			(86,609	)
Total investments in mortgages and loans			1,309,640				1,380,957
Investments in real estate			803,548				738,235
Investments in securities and security-related receivables, at fair value			681,815				694,897
Cash and cash equivalents			28,944				25,034
Restricted cash			155,027				156,167
Accrued interest receivable			34,884				37,625
Other assets			25,323				28,105
Deferred financing costs, net of accumulated amortization of $8,041 and $7,290, respectively			21,108				23,778
Intangible assets, net of accumulated amortization of $1,479 and $82,929, respectively			3,487				10,178
Total assets		$	3,063,776			$	3,094,976
Liabilities and Equity
Indebtedness (including $165,607 and $234,433 at fair value, respectively)		$	1,943,539			$	2,077,123
Accrued interest payable			19,326				17,432
Accounts payable and accrued expenses			17,193				21,889
Derivative liabilities			236,780				186,986
Deferred taxes, borrowers’ escrows and other liabilities			22,984				21,625
Total liabilities			2,239,822				2,325,055
Equity:
Shareholders’ equity:
Preferred shares, $0.01 par value per share, 25,000,000 shares authorized;
7.75% Series A cumulative redeemable preferred shares, liquidation preference $25.00 per share, 2,760,000 shares issued and outstanding			28				28
8.375% Series B cumulative redeemable preferred shares, liquidation preference $25.00 per share, 2,258,300 shares issued and outstanding			23				23
8.875% Series C cumulative redeemable preferred shares, liquidation preference $25.00 per share, 1,600,000 shares issued and outstanding			16				16
Common shares, $0.01 par value per share, 200,000,000 shares authorized, 85,317,328 and 74,420,598 issued and outstanding, including 14,159 unvested restricted share awards at December 31, 2009			853				744
Additional paid in capital			1,655,835				1,630,428
Accumulated other comprehensive income (loss)			(143,418	)			(118,973	)
Retained earnings (deficit)			(691,661	)			(745,262	)
Total shareholders’ equity			821,676				767,004
Noncontrolling interests			2,278				2,917
Total equity			823,954				769,921
Total liabilities and equity		$	3,063,776			$	3,094,976

The accompanying notes are an integral part of these consolidated financial statements.

 

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RAIT Financial Trust

Consolidated Statements of Operations

(Unaudited and dollars in thousands, except share and per share information)

 

		For the  Three-Month Periods Ended June 30								For the  Six-Month Periods Ended June 30
		2010				2009				2010				2009
Revenue:
Investment interest income		$	39,173			$	130,388			$	80,503			$	281,481
Investment interest expense			(23,233	)			(91,860	)			(46,788	)			(194,880	)
Net interest margin			15,940				38,528				33,715				86,601
Rental income			20,254				13,595				38,754				23,884
Fee and other income			3,512				8,679				12,351				11,499
Total revenue			39,706				60,802				84,820				121,984
Expenses:
Real estate operating expense			16,337				11,129				30,450				20,873
Compensation expense			6,886				6,022				14,938				11,660
General and administrative expense			5,367				5,272				10,257				9,529
Provision for losses			7,644				66,096				24,994				185,600
Asset impairments			—				46,015				—				46,015
Depreciation expense			7,450				5,598				13,898				9,639
Amortization of intangible assets			168				352				523				667
Total expenses			43,852				140,484				95,060				283,983
Income (loss) before other income (expense), taxes and discontinued operations			(4,146	)			(79,682	)			(10,240	)			(161,999	)
Interest and other income (expense)			227				1,686				318				2,287
Gains (losses) on sale of assets			7,692				(313,758	)			11,616				(313,758	)
Gains on extinguishment of debt			17,202				12,349				37,012				47,556
Change in fair value of financial instruments			4,446				91,357				20,883				(8,448	)
Unrealized gains (losses) on interest rate hedges			51				(244	)			38				(486	)
Equity in income (loss) of equity method investments			—				(1	)			4				(8	)
Income (loss) before taxes and discontinued operations			25,472				(288,293	)			59,631				(434,856	)
Income tax benefit (provision)			(96	)			(693	)			(143	)			(657	)
Income (loss) from continuing operations			25,376				(288,986	)			59,488				(435,513	)
Income (loss) from discontinued operations			—				(275	)			341				(2,162	)
Net income (loss)			25,376				(289,261	)			59,829				(437,675	)
(Income) loss allocated to preferred shares			(3,415	)			(3,415	)			(6,821	)			(6,821	)
(Income) loss allocated to noncontrolling interests			358				4,809				593				12,397
Net income (loss) allocable to common shares		$	22,319			$	(287,867	)		$	53,601			$	(432,099	)
Earnings (loss) per share—Basic:
Continuing operations		$	0.28			$	(4.43	)		$	0.69			$	(6.62	)
Discontinued operations			—				—				—				(0.03	)
Total earnings (loss) per share—Basic		$	0.28			$	(4.43	)		$	0.69			$	(6.65	)
Weighted-average shares outstanding—Basic			80,340,703				64,995,483				77,661,419				64,972,363
Earnings (loss) per share—Diluted:
Continuing operations		$	0.27			$	(4.43	)		$	0.68			$	(6.62	)
Discontinued operations			—				—				—				(0.03	)
Total earnings (loss) per share—Diluted		$	0.27			$	(4.43	)		$	0.68			$	(6.65	)
Weighted-average shares outstanding—Diluted			82,260,906				64,995,483				78,784,783				64,972,363
Distributions declared per common share		$	—			$	—			$	—			$	—

The accompanying notes are an integral part of these consolidated financial statements.

 

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RAIT Financial Trust

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited and dollars in thousands)

 

		For the  Three-Month Periods Ended June 30								For the Six-Month Periods  Ended June 30
		2010				2009				2010				2009
Net income (loss)		$	25,376			$	(289,261	)		$	59,829			$	(437,675	)
Other comprehensive income (loss):
Change in fair value of interest rate hedges			(17,315	)			35,359				(22,163	)			43,604
Reclassification adjustments associated with unrealized losses (gains) from interest rate hedges included in net income (loss)			(51	)			244				(38	)			486
Realized (gains) losses on interest rate hedges reclassified to earnings			1,388				689				2,731				3,044
Change in fair value of available-for-sale securities			(841	)			205				(4,975	)			(13,580	)
Realized (gains) losses on available-for-sale securities reclassified to earnings			—				44,275				—				44,275
Realized (gains) losses on sales of assets of VIEs			—				28,196				—				28,196
Total other comprehensive income (loss)			(16,819	)			108,968				(24,445	)			106,025
Comprehensive income (loss) before allocation to noncontrolling interests			8,557				(180,293	)			35,384				(331,650	)
Allocation to noncontrolling interests			—				—				—				(677	)
Comprehensive income (loss)		$	8,557			$	(180,293	)		$	35,384			$	(332,327	)

The accompanying notes are an integral part of these consolidated financial statements.

 

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RAIT Financial Trust

Consolidated Statements of Cash Flows

(Unaudited and dollars in thousands)

 

		For the Six-Month Periods  Ended June 30
		2010				2009
Operating activities:
Net income (loss)		$	59,829			$	(437,675	)
Adjustments to reconcile net income (loss) to cash flow from operating activities:
Provision for losses			24,994				185,600
Share-based compensation expense			2,292				2,139
Depreciation and amortization			14,421				10,451
Amortization of deferred financing costs and debt discounts			1,191				8,139
Accretion of discounts on investments			(2,732	)			(3,377	)
(Gains) losses on sales of assets			(11,882	)			315,810
Gains on extinguishment of debt			(37,012	)			(47,556	)
Change in fair value of financial instruments			(20,883	)			8,448
Unrealized (gains) losses on interest rate hedges			(38	)			486
Equity in (income) loss of equity method investments			(4	)			8
Asset impairments			—				46,015
Unrealized foreign currency (gains) losses on investments			(189	)			(438	)
Changes in assets and liabilities:
Accrued interest receivable			1,554				6,533
Other assets			1,947				(1,365	)
Accrued interest payable			(20,363	)			6,956
Accounts payable and accrued expenses			(4,645	)			(3,382	)
Deferred taxes, borrowers’ escrows and other liabilities			(5,641	)			(49,783	)
Cash flow from operating activities			2,839				47,009
Investing activities:
Purchase and origination of securities for investment			—				(1,332	)
Proceeds from sales of other securities			14,626				—
Purchase and origination of loans for investment			(17,574	)			(22,031	)
Principal repayments on loans			22,465				259,306
Investment in Jupiter Communities			—				(1,300	)
Investments in real estate			(9,161	)			(4,054	)
Proceeds from dispositions of real estate			5,124				—
Proceeds from sale of collateral management rights			14,106				—
(Increase) decrease in restricted cash			4,438				11,954
Cash flow from investing activities			34,024				242,543
Financing activities:
Proceeds from issuance of convertible senior debt and other indebtedness			—				1,177
Repayments on secured credit facilities, repurchase agreements and other indebtedness			(11,599	)			(13,992	)
Repayments on residential mortgage-backed securities			—				(223,335	)
Proceeds from issuance of CDO notes payable			—				50
Repayments and repurchase of CDO notes payable			(8,172	)			(31,776	)
Repayments and repurchase of convertible senior notes			(10,512	)			(1,446	)
Acquisition of noncontrolling interests in CDOs			(46	)			—
Payments for deferred costs			(187	)			(95	)
Common share issuance, net of costs incurred			4,384				73
Distributions paid to preferred shares			(6,821	)			(6,821	)
Cash flow from financing activities			(32,953	)			(276,165	)
Net change in cash and cash equivalents			3,910				13,387
Cash and cash equivalents at the beginning of the period			25,034				27,463
Cash and cash equivalents at the end of the period		$	28,944			$	40,850
Supplemental cash flow information:
Cash paid for interest		$	23,084			$	196,520
Cash paid (refunds received) for taxes			(1,781	)			—
Non-cash decrease in trust preferred obligations			—				(223,334	)
Non-cash increase in investments in real estate from the conversion of loans			52,687				258,545
Non-cash decrease in convertible senior notes from extinguishment of debt			(24,530	)			—

The accompanying notes are an integral part of these consolidated financial statements.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

NOTE 1: THE COMPANY

RAIT Financial Trust invests in and manages a portfolio of real-estate related assets and provides a comprehensive set of debt financing options to the real estate industry. References to “RAIT”, “we”, “us”, and “our” refer to RAIT Financial Trust and its subsidiaries, unless the context otherwise requires. We conduct our business through our subsidiaries, RAIT Partnership, L.P. and Taberna Realty Finance Trust, or Taberna, as well as through their respective subsidiaries. RAIT is a self-managed and self-advised Maryland real estate investment trust, or REIT. Taberna is also a Maryland REIT.

We finance a substantial portion of our investments through borrowing and securitization strategies seeking to match the maturities and terms of our financings with the maturities and terms of those investments, and to mitigate interest rate risk through derivative instruments.

We are subject to significant competition in all aspects of our business. Existing industry participants and potential new entrants compete with us for the available supply of investments suitable for origination or acquisition, as well as for debt and equity capital. We compete with many third parties engaged in real estate finance and investment activities, including other REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, lenders, governmental bodies and other entities.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles, or GAAP. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. The unaudited interim consolidated financial statements should be read in conjunction with our audited financial statements as of and for the year ended December 31, 2009 included in our Annual Report on Form 10-K. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position and consolidated results of operations and cash flows are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. Certain prior period amounts have been reclassified to conform with the current period presentation.

b. Principles of Consolidation

The consolidated financial statements reflect our accounts and the accounts of our majority-owned and/or controlled subsidiaries. We also consolidate entities that are variable interest entities, or VIEs, where we have determined that we are the primary beneficiary of such entities. The portions of these entities that we do not own are presented as noncontrolling interests as of the dates and for the periods presented in the consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation.

Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 810, “Consolidation”, the determination of whether to consolidate a VIE is based on an evaluation as who has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and either the obligation to absorb losses or the right to receive benefits that could be significant to the VIE. We define the power to direct the activities that most significantly impact the VIE’s economic performance as the ability to buy, sell, refinance, or recapitalize assets or entities, and solely control other material operating events or items of the respective entity. For our commercial mortgages, mezzanine loans, and preferred equity investments, certain rights we hold are protective in nature and would preclude us from having the power to direct the activities that most significantly impact the VIE’s economic performance. Assuming both criteria above are met, we would be considered the primary beneficiary and would consolidate the VIE. We will continually assess our involvement with VIEs and consolidated the VIEs when we are the primary beneficiary. See Note 9 for additional disclosures pertaining to VIEs.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

c. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

d. Investments

We invest in commercial mortgages, mezzanine loans, debt securities and other loans. We account for our investments in commercial mortgages, mezzanine loans and other loans at amortized cost. The carrying value of these investments is adjusted for origination discounts/premiums, nonrefundable fees and direct costs for originating loans which are amortized into income on a level yield basis over the terms of the loans.

We account for our investments in securities under FASB ASC Topic 320, “Investments—Debt and Equity Securities”, and designate each investment security as a trading security, an available-for-sale security, or a held-to-maturity security based on our intent at the time of acquisition. Trading securities are recorded at their fair value each reporting period with fluctuations in fair value reported as a component of earnings. Available-for-sale securities are recorded at fair value with changes in fair value reported as a component of other comprehensive income (loss). We classify certain available-for-sale securities as trading securities when we elect to record them under the fair value option in accordance with FASB ASC Topic 825, “Financial Instruments.” See “i. Fair Value of Financial Instruments.” Upon the sale of an available-for-sale security, the realized gain or loss on the sale will be recorded as a component of earnings in the respective period. Held-to-maturity investments are carried at amortized cost at each reporting period.

We account for investments in securities where the transfer meets the criteria as a financing under FASB ASC Topic 860, “Transfers and Servicing”, at amortized cost. Our investments in security-related receivables represent securities that were transferred to issuers of collateralized debt obligations, or CDOs, in which the transferors maintained some level of continuing involvement.

We use our judgment to determine whether an investment in securities has sustained an other-than-temporary decline in value. If management determines that an investment in securities has sustained an other-than-temporary decline in its value, the investment is written down to its fair value by a charge to earnings, and we establish a new cost basis for the investment. Our evaluation of an other-than-temporary decline is dependent on the specific facts and circumstances. Factors that we consider in determining whether an other-than-temporary decline in value has occurred include: the estimated fair value of the investment in relation to our cost basis; the financial condition of the related entity; and the intent and ability to retain the investment for a sufficient period of time to allow for recovery of the fair value of the investment.

e. Allowance for Losses, Impaired Loans and Non-accrual Status

We maintain an allowance for losses on our investments in commercial mortgages, mezzanine loans, and other loans. Management’s periodic evaluation of the adequacy of the allowance is based upon expected and inherent risks in the portfolio, the estimated value of underlying collateral, and current economic conditions. Management reviews loans for impairment and establishes specific reserves when a loss is probable and reasonably estimable under the provisions of FASB ASC Topic 310, “Receivables.” As part of the detailed loan review, we consider many factors about the specific loan, including payment history, asset performance, borrower’s financial capability and other characteristics. If any trends or characteristics indicate that it is probable that other loans, with similar characteristics to those of impaired loans, have incurred a loss, we consider whether an allowance for loss is needed pursuant to FASB ASC Topic 450, “Contingencies.” Management evaluates loans for non-accrual status each reporting period. A loan is placed on non-accrual status when the loan payment deficiencies exceed 90 days. Payments received for non-accrual or impaired loans are applied to principal until the loan is removed from non-accrual status or no longer impaired. Past due interest is recognized on non-accrual loans when they are removed from non-accrual status and are making current interest payments. The allowance for losses is increased by charges to operations and decreased by charge-offs (net of recoveries). Management charges off impaired loans when the investment is no longer realizable and legally discharged.

f. Transfers of Financial Assets

We account for transfers of financial assets under FASB ASC Topic 860, “Transfers and Servicing”, as either sales or financings. Transfers of financial assets that result in sales accounting are those in which (1) the transfer legally isolates the transferred assets from the transferor, (2) the transferee has the right to pledge or exchange the transferred assets and no condition both constrains the transferee’s right to pledge or exchange the assets and provides more than a trivial benefit to the transferor, and (3) the transferor does not maintain effective control over the transferred assets. If the transfer does not meet these criteria, the transfer is accounted for as a financing. Financial assets that are treated as sales are removed from our accounts with any realized gain (loss) reflected in earnings during the period of sale. Financial assets that are treated as financings are maintained on the balance sheet with proceeds received from the legal transfer reflected as securitized borrowings, or security-related receivables.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

g. Revenue Recognition

 

1)

Investment interest income—We recognize interest income from investments in commercial mortgages, mezzanine loans, and other securities on a yield to maturity basis. Upon the acquisition of a loan at a discount, we assess the portions of the discount that constitute accretable yields and non-accretable differences. The accretable yield represents the excess of our expected cash flows from the loan over the amount we paid for the loan. That amount, the accretable yield, is accreted to interest income over the remaining life of the loan. Many of our commercial mortgages and mezzanine loans provide for the accrual of interest at specified rates which differ from current payment terms. Interest income is recognized on such loans at the accrual rate subject to management’s determination that accrued interest and outstanding principal are ultimately collectible.

For investments that we did not elect to record at fair value under FASB ASC Topic 825, “Financial Instruments”, origination fees and direct loan origination costs are deferred and amortized to net investment income, using the effective interest method, over the contractual life of the underlying loan security or loan, in accordance with FASB ASC Topic 310, “Receivables.”

For investments that we elected to record at fair value under FASB ASC Topic 825, origination fees and direct loan costs are recorded in income and are not deferred.

We recognize interest income from interests in certain securitized financial assets on an estimated effective yield to maturity basis. Management estimates the current yield on the amortized cost of the investment based on estimated cash flows after considering prepayment and credit loss experience.

 

2)

Rental income—We generate rental income from tenant rent and other tenant-related activities at our consolidated real estate properties. For multi-family real estate properties, rental income is recorded when due from residents and recognized monthly as it is earned and realizable, under lease terms which are generally for periods of one year or less. For retail and office real estate properties, rental income is recognized on a straight-line basis from the later of the date of the commencement of the lease or the date of acquisition of the property subject to existing leases, which averages minimum rents over the terms of the leases. Leases also typically provide for tenant reimbursement of a portion of common area maintenance and other operating expenses to the extent that a tenant’s pro rata share of expenses exceeds a base year level set in the lease.

 

3)

Fee and other income—We generate fee and other income through our various subsidiaries by (a) providing ongoing asset management services to investment portfolios under cancelable management agreements, (b) providing or arranging to provide financing to our borrowers, (c) providing property management services to third parties, and (d) providing fixed income trading and advisory services to our customers. We recognize revenue for these activities when the fees are fixed or determinable, are evidenced by an arrangement, collection is reasonably assured and the services under the arrangement have been provided. While we may receive asset management fees when they are earned, we eliminate earned asset management fee income from CDOs while such CDOs are consolidated.

During the three-month periods ended June 30, 2010 and 2009, we received $1,432 and $3,900, respectively, of earned asset management fees. Of these fees, we eliminated $967 and $2,021, respectively, of management fee income upon consolidation of VIEs.

During the six-month periods ended June 30, 2010 and 2009, we received $5,104 and $8,877, respectively, of earned asset management fees. Of these fees, we eliminated $1,983 and $4,877, respectively, of management fee income upon consolidation of VIEs.

h. Derivative Instruments

We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with our borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions.

In accordance with FASB ASC Topic 815, “Derivatives and Hedging”, we measure each derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record such amounts in our consolidated balance sheet as either an asset or liability. For derivatives designated as fair value hedges, derivatives not designated as hedges, or for derivatives designated as cash flow hedges associated with debt for which we elected the fair value option under FASB ASC Topic 825, “Financial Instruments”, the changes in fair value of the derivative instrument are recorded in earnings. For derivatives designated as cash flow hedges, the changes in the fair value of the effective portions of the derivative are reported in other comprehensive income. Changes in the ineffective portions of cash flow hedges are recognized in earnings.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

i. Fair Value of Financial Instruments

In accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined in FASB ASC Topic 820, “Fair Value Measurements and Disclosures” and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:

 

•

Level 1: Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value generally are equity securities listed in active markets. As such, valuations of these investments do not entail a significant degree of judgment.

 

•

Level 2: Valuations are based on quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Fair value assets and liabilities that are generally included in this category are unsecured REIT note receivables, commercial mortgage-backed securities, or CMBS, receivables and certain financial instruments classified as derivatives where the fair value is based on observable market inputs.

 

•

Level 3: Inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset. Generally, assets and liabilities carried at fair value and included in this category are trust preferred securities, or TruPS, and subordinated debentures, trust preferred obligations and CDO notes payable where observable market inputs do not exist.

The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of investment, whether the investment is new, whether the investment is traded on an active exchange or in the secondary market, and the current market condition. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in level 3.

Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our own assumptions are set to reflect those that management believes market participants would use in pricing the asset or liability at the measurement date. We use prices and inputs that management believes are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be transferred from Level 1 to Level 2 or Level 2 to Level 3.

Many financial instruments have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that we and others are willing to pay for an asset. Ask prices represent the lowest price that we and others are willing to accept for an asset. For financial instruments whose inputs are based on bid-ask prices, we do not require that fair value always be a predetermined point in the bid-ask range. Our policy is to allow for mid-market pricing and adjusting to the point within the bid-ask range that results in our best estimate of fair value.

Fair value for certain of our Level 3 financial instruments is derived using internal valuation models. These internal valuation models include discounted cash flow analyses developed by management using current interest rates, estimates of the term of the particular instrument, specific issuer information and other market data for securities without an active market. In accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, the impact of our own credit spreads is also considered when measuring the fair value of financial assets or liabilities, including derivative contracts. Where appropriate, valuation adjustments are made to account for various factors, including bid-ask spreads, credit quality and market liquidity. These adjustments are applied on a consistent basis and are based on observable inputs where available. Management’s estimate of fair value requires significant management judgment and is subject to a high degree of variability based upon market conditions, the availability of specific issuer information and management’s assumptions.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

j. Income Taxes

RAIT and Taberna have each elected to be taxed as a REIT and to comply with the related provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. Accordingly, we generally will not be subject to U.S. federal income tax to the extent of our distributions to shareholders and as long as certain asset, income and share ownership tests are met. If we were to fail to meet these requirements, we would be subject to U.S. federal income tax, which could have a material adverse impact on our results of operations and amounts available for distributions to our shareholders. Management believes that all of the criteria to maintain RAIT’s and Taberna’s REIT qualification have been met for the applicable periods, but there can be no assurance that these criteria will continue to be met in subsequent periods.

We maintain various taxable REIT subsidiaries, or TRSs, which may be subject to U.S. federal, state and local income taxes and foreign taxes. Current and deferred taxes are provided on the portion of earnings (losses) recognized by us with respect to our interest in domestic TRSs. Deferred income tax assets and liabilities are computed based on temporary differences between our GAAP consolidated financial statements and the federal and state income tax basis of assets and liabilities as of the consolidated balance sheet date. We evaluate the realizability of our deferred tax assets (e.g., net operating loss and capital loss carryforwards) and recognize a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of our deferred tax assets will not be realized. When evaluating the realizability of our deferred tax assets, we consider estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available, and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires management to forecast our business and general economic environment in future periods. Changes in estimate of deferred tax asset realizability, if any, are included in income tax expense on the consolidated statements of operations.

From time to time, our TRSs generate taxable income from intercompany transactions. The TRS entities generate taxable revenue from fees for services provided to CDO entities. Some of these fees paid to the TRS entities are capitalized as deferred financing costs by the CDO entities. Certain CDO entities may be consolidated in our financial statements pursuant to FASB ASC Topic 810, “Consolidation.” In consolidation, these fees are eliminated when the CDO entity is included in the consolidated group. Nonetheless, all income taxes are accrued by the TRSs in the year in which the taxable revenue is received. These income taxes are not eliminated when the related revenue is eliminated in consolidation.

Certain TRS entities are domiciled in the Cayman Islands and, accordingly, taxable income generated by these entities may not be subject to local income taxation, but generally will be included in our taxable income on a current basis, whether or not distributed. Upon distribution of any previously included income, no incremental U.S. federal, state, or local income taxes would be payable by us.

The TRS entities may be subject to tax laws that are complex and potentially subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws. Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations, and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed. We review the tax balances of our TRS entities quarterly and as new information becomes available, the balances are adjusted as appropriate.

Certain TRS entities are currently subject to ongoing tax examinations in various jurisdictions. The IRS is currently examining Taberna Capital Management LLC’s, or TCM’s, federal income tax returns for the 2006 through 2008 tax years. TCM engaged the services of Taberna Capital (Bermuda), Ltd., or TCB, from June 2006 through June 2008 and RAIT Capital Ireland Ltd., or RCI, from July 2008 through the present, to provide various sub-advisory services in connection with TCM’s management of various CDOs. Pursuant to transfer pricing studies prepared by an international accounting firm, TCM deducted the costs paid to TCB and RCI for their services from its income for federal income tax purposes. The IRS has challenged the transfer pricing methodology applied by TCM for 2006 and 2007 and has issued a Notice of Proposed Adjustment, or NOPA, for the 2006 and 2007 tax years. The NOPA proposes to reduce the deductions by $7,057 and $14,988 for the 2006 and 2007 tax years. With respect to the 2008 tax year that has recently been included by the IRS in its examination, TCM deducted $18,971 under this transfer pricing methodology. During the three-month period ended June 30, 2010, management obtained and provided to the IRS a second transfer pricing study prepared by an independent, international public accounting firm for the period 2006 and 2007 that supports its deductions and responded to the IRS NOPA refuting the proposed adjustments. Management believes it has complied with the requirements outlined in the Internal Revenue Code and believes that its tax filing position will be sustained based on its merits. Accordingly, no reserve has been established.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

k. Recent Accounting Pronouncements

On January 1, 2010, we adopted accounting standards classified under FASB ASC Topic 860, “Transfers and Servicing”, and accounting standards classified under FASB ASC Topic 810, “Consolidation”. The accounting standard classified under FASB Topic 860 eliminates the concept of a qualifying special purpose entity, changes the requirements for derecognizing financial assets, and requires additional disclosures about transfers of financial assets, including securitization transactions and continuing involvement with transferred financial assets. The accounting standard classified under FASB Topic 810 changes the determination of when a VIE should be consolidated. Under this standard, the determination of whether to consolidate a VIE is based on the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance together with either the obligation to absorb losses or the right to receive benefits that could be significant to the VIE, as well as the VIE’s purpose and design. The adoption of these standards did not have a material effect on our consolidated financial statements. See Note 9 for additional disclosures pertaining to VIEs.

On January 1, 2010, we adopted Accounting Standards Update (ASU) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.” This accounting standard requires new disclosures for significant transfers in and out of Level 1 and 2 fair value measurements and requires a description of the reasons for the transfer. This accounting standard also updates existing disclosures by providing fair value measurement disclosures for each class of assets and liabilities and provides disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. For Level 3 fair value measurements, new disclosures will require entities to present information separately for purchases, sales, issuances, and settlements; however, these disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this standard did not have a material effect on our consolidated financial statements and management is currently evaluating the impact the new Level 3 fair value measurement disclosures may have on our consolidated financial statements.

In July 2010, the FASB issued ASU No. 2010-20, “Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” This accounting standard update is to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses. Existing disclosure guidance is amended to require an entity to provide a greater level of disaggregated information about the credit quality of its financing receivables and its allowance for credit losses and to disclose credit quality indicators, past due information, and modifications of its financing receivables. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. Management is currently evaluating the impact that this accounting standard update may have on our consolidated financial statements.

NOTE 3: INVESTMENTS IN LOANS

Our investments in mortgages and loans are accounted for at amortized cost.

Investments in Commercial Mortgages, Mezzanine Loans, Other Loans and Preferred Equity Interests

The following table summarizes our investments in commercial mortgages, mezzanine loans, other loans and preferred equity interests as of June 30, 2010:

 

		Unpaid Principal Balance				Unamortized (Discounts) Premiums				Carrying Amount				Number of Loans		Weighted- Average Coupon (1)			Range of Maturity Dates
Commercial Real Estate (CRE) Loans
Commercial mortgages		$	757,124			$	(1,852	)		$	755,272			48		6.8	%		Aug. 2010 to Dec. 2020
Mezzanine loans			434,239				(6,505	)			427,734			119		9.2	%		Aug. 2010 to Nov. 2038
Preferred equity interests			97,103				(1,225	)			95,878			24		10.6	%		Nov. 2011 to Sept. 2021
Total CRE Loans			1,288,466				(9,582	)			1,278,884			191		7.9	%
Other loans			111,518				(1,550	)			109,968			7		5.0	%		Aug. 2010 to Oct. 2016
Total			1,399,984				(11,132	)			1,388,852			198		7.7	%
Deferred fees			(540	)			—				(540	)
Total investments in loans		$	1,399,444			$	(11,132	)		$	1,388,312

 

(1)	Weighted-average coupon is calculated on the unpaid principal amount of the underlying instruments which does not necessarily correspond to the carrying amount.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

During the six-month periods ended June 30, 2010 and 2009, we completed the conversion of five and 18 commercial real estate loans with a carrying value of $64,048 and $270,266 to owned properties. During the six-month periods ended June 30, 2010 and 2009, we charged off $11,361 and $79,763, respectively, related to the conversion of commercial real estate loans to owned properties. See Note 5.

The following table summarizes the delinquency statistics of our investments in loans as of June 30, 2010 and December 31, 2009:

 

Delinquency Status		As of June 30, 2010			As of December  31, 2009
30 to 59 days		$	11,493		$	20,760
60 to 89 days			49,341			82,685
90 days or more			88,013			44,310
In foreclosure or bankruptcy proceedings			35,560			47,625
Total		$	184,407		$	195,380

As of June 30, 2010 and December 31, 2009, approximately $131,377 and $171,372, respectively, of our commercial mortgages and mezzanine loans were on non-accrual status and had a weighted-average interest rate of 8.5% and 9.7%, respectively. As of June 30, 2010, approximately $31,530 of other loans were on non-accrual status and had a weighted-average interest rate of 7.2%. There were no other loans on non-accrual status as of December 31, 2009.

Allowance For Losses And Impaired Loans

The following table provides a roll-forward of our allowance for losses for the three-month periods ended June 30, 2010 and 2009:

 

		For the Three-Month Period Ended June 30, 2010											For the Three-Month Period Ended June 30, 2009
		Commercial Mortgages, Mezzanine Loans and Other Loans				Residential Mortgages  and Mortgage-Related Receivables			Total				Commercial Mortgages, Mezzanine Loans and Other Loans				Residential Mortgages  and Mortgage-Related Receivables				Total
Beginning balance		$	76,823			$	—		$	76,823			$	126,229			$	99,823			$	226,052
Provision			7,644				—			7,644				27,548				38,548				66,096
Deductions for net charge-offs			(5,795	)			—			(5,795	)			(44,935	)			(9,581	)			(54,516	)
Ending balance		$	78,672			$	—		$	78,672			$	108,842			$	128,790			$	237,632

The following table provides a roll-forward of our allowance for losses for the six-month periods ended June 30, 2010 and 2009:

 

		For the Six-Month Period Ended June 30, 2010											For the Six-Month Period Ended June 30, 2009
		Commercial Mortgages, Mezzanine Loans and Other Loans				Residential Mortgages  and Mortgage-Related Receivables			Total				Commercial Mortgages, Mezzanine Loans and Other Loans				Residential Mortgages  and Mortgage-Related Receivables				Total
Beginning balance		$	86,609			$	—		$	86,609			$	117,737			$	54,236			$	171,973
Provision			24,994				—			24,994				89,113				96,487				185,600
Deductions for net charge-offs			(32,931	)			—			(32,931	)			(98,008	)			(21,933	)			(119,941	)
Ending balance		$	78,672			$	—		$	78,672			$	108,842			$	128,790			$	237,632

As of June 30, 2010 and December 31, 2009, we identified 24 and 31 commercial mortgages, mezzanine loans and other loans with unpaid principal balances of $179,889 and $189,961 as impaired. As of June 30, 2010 and December 31, 2009, we had allowance for losses of $78,672 and $86,609 associated with our commercial mortgages, mezzanine loans and other loans.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

The average unpaid principal balance of total impaired loans was $184,925 and $191,363 during the three-month periods ended June 30, 2010 and 2009 and $180,654 and $182,095 during the six-month periods ended June 30, 2010 and 2009. We recorded interest income from impaired loans of $1,178 and $290 for the three-month periods ended June 30, 2010 and 2009 and $2,492 and $1,741 for the six-month periods ended June 30, 2010 and 2009.

Subsequent to June 30, 2010, we completed the conversion of two commercial real estate loans with a carrying value of $44,549 to real estate owned properties. We are completing the process of estimating the fair value of the assets acquired.

NOTE 4: INVESTMENTS IN SECURITIES

Our investments in securities and security-related receivables are accounted for at fair value. The following table summarizes our investments in securities as of June 30, 2010:

 

Investment Description		Amortized Cost			Net  Fair Value Adjustments				Estimated Fair  Value			Weighted Average Coupon (1)			Weighted Average Years to Maturity
Trading securities
TruPS		$	689,070		$	(247,616	)		$	441,454		5.0	%		24.3
Other securities			10,000			(9,900	)			100		4.8	%		42.4
Total trading securities			699,070			(257,516	)			441,554		5.0	%		24.5
Available-for-sale securities			3,600			(3,510	)			90		2.4	%		32.4
Security-related receivables
TruPS receivables			111,092			(26,950	)			84,142		6.9	%		12.4
Unsecured REIT note receivables			61,000			(449	)			60,551		6.6	%		7.7
CMBS receivables (2)			158,868			(90,460	)			68,408		6.0	%		34.0
Other securities			105,903			(78,833	)			27,070		2.8	%		31.4
Total security-related receivables			436,863			(196,692	)			240,171		5.5	%		24.2
Total investments in securities		$	1,139,533		$	(457,718	)		$	681,815		5.2	%		24.5

 

(1)	Weighted-average coupon is calculated on the unpaid principal amount of the underlying instruments which does not necessarily correspond to the carrying amount.

(2)

CMBS receivables include securities with a fair value totaling $26,662 that are rated between “AAA” and “A-” by Standard & Poor’s, securities with a fair value totaling $39,368 that are rated “BBB+” and “B-” by Standard & Poor’s, and securities with a fair value totaling $2,378 that are rated “CCC” by Standard & Poor’s.

A substantial portion of our gross unrealized losses is greater than 12 months.

TruPS included above as trading securities include (a) investments in TruPS issued by VIEs of which we are not the primary beneficiary and which we do not consolidate and (b) transfers of investments in TruPS securities to us that were accounted for as a sale pursuant to FASB ASC Topic 860, “Transfers and Servicing.”

The following table summarizes the non-accrual status of our investments in securities:

 

		As of June 30, 2010									As of December 31, 2009
		Principal / Par Amount on Non-accrual			Weighted Average Coupon			Fair Value			Principal / Par Amount on Non-accrual			Weighted Average Coupon			Fair Value
TruPS and TruPS receivables		$	183,682		3.4	%		$	53,021		$	108,125		4.9	%		$	26,400
Other Securities			40,754		2.7	%			874			24,500		3.1	%			370
CMBS receivables			4,204		5.7	%			19			—		—				—

The assets of our consolidated CDOs collateralize the debt of such entities and are not available to our creditors. As of June 30, 2010 and December 31, 2009, investment in securities of $807,156 and $888,681, respectively, in principal amount of TruPS and subordinated debentures, and $219,868 and $230,768, respectively, in principal amount of unsecured REIT note receivables and CMBS receivables, collateralized the consolidated CDO notes payable of such entities.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

NOTE 5: INVESTMENTS IN REAL ESTATE

As of June 30, 2010, we maintained investments in 44 real estate properties and three parcels of land. As of December 31, 2009, we maintained investments in 36 real estate properties and three parcels of land.

The table below summarizes our investments in real estate as of June 30, 2010:

 

		Book Value				Number of Properties		Average Occupancy
Multi-family real estate properties		$	545,840			32		83.5	%
Office real estate properties			228,658			10		55.5	%
Retail real estate property			37,774			2		58.7	%
Parcels of land			22,208			3		—
Subtotal			834,480			47		74.4	%
Plus: Escrows and reserves			5,539
Less: Accumulated depreciation and amortization			(36,471	)
Investments in real estate		$	803,548

During the six-month period ended June 30, 2010, we converted five loans, comprised of six multi-family properties and one office property, to owned real estate. Upon conversion, we recorded the seven properties at fair value of $52,687. We previously held bridge or mezzanine loans with respect to these real estate properties.

As of January 1, 2010, we adopted an accounting standard which changed the determination of the consolidation of VIEs. Accordingly, we consolidated two office properties as of January 1, 2010 as we were determined to be the primary beneficiary of the VIEs. The fair value of the properties consolidated, net of their related liabilities at fair value, was $5,005 as of January 1, 2010.

The following table summarizes the aggregate estimated fair value of the assets and liabilities associated with the nine properties during the six-month period ended June 30, 2010, on the respective date of each conversion, for the real estate accounted for under FASB ASC Topic 805.

 

Description		Estimated Fair  Value
Assets acquired:
Investments in real estate		$	74,590
Cash and cash equivalents			440
Restricted cash			1,408
Other assets			3,908
Total assets acquired			80,346
Liabilities assumed:
Loans payable on real estate			(16,714	)
Accounts payable and accrued expenses			(3,158	)
Other liabilities			(1,592	)
Total liabilities assumed			(21,464	)
Estimated fair value of net assets acquired		$	58,882

The following table summarizes the consideration transferred to acquire the real estate properties and the amounts of identified assets acquired and liabilities assumed at the respective conversion date:

 

Description		Estimated Fair  Value
Fair value of consideration transferred:
Commercial real estate loans		$	66,197
Other considerations			(7,315	)
Total fair value of consideration transferred		$	58,882

During the six-month period ended June 30, 2010, these investments contributed revenue of $3,568 and a net loss allocable to common shares of $777. During the six-month period ended June 30, 2010, we did not incur any third-party acquisition-related costs.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

Our consolidated unaudited pro forma information, after including the acquisition of real estate properties, is presented below as if the conversion occurred on January 1, 2009 and 2010, respectively. These pro forma results are not necessarily indicative of the results which actually would have occurred if the acquisition had occurred on the first day of the periods presented, nor does the pro forma financial information purport to represent the results of operations for future periods:

 

Description		For the Six-Month Period Ended June 30, 2010			For the Six-Month Period Ended June 30, 2009
Total revenue, as reported		$	84,820		$	121,984
Pro forma revenue			85,776			125,328
Net income (loss) allocable to common shares, as reported			53,601			(432,099	)
Pro forma net income (loss) allocable to common shares			53,403			(431,496	)

These amounts have been calculated after adjusting the results of the acquired businesses to reflect the additional depreciation that would have been charged assuming the fair value adjustments to our investments in real estate had been applied from January 1, 2009 and 2010, respectively, together with the consequential tax effects.

We have not yet completed the process of estimating the fair value of assets acquired and liabilities assumed. Accordingly, our preliminary estimates and the allocation of the purchase price to the assets acquired and liabilities assumed may change as we complete the process. In accordance with FASB ASC Topic 805, changes, if any, to the preliminary estimates and allocation will be reported in our financial statements retrospectively.

As of June 30, 2010, our investments in real estate of $803,548 is financed through $95,915 of mortgages held by third parties and $673,376 of mortgages held by our RAIT I and RAIT II CDO securitizations. Together, along with commercial real estate loans held by RAIT I and RAIT II, these mortgages serve as collateral for the CDO notes payable issued by the RAIT I and RAIT II CDO securitizations. All intercompany balances and interest charges are eliminated in consolidation.

NOTE 6: INDEBTEDNESS

We maintain various forms of short-term and long-term financing arrangements. Generally, these financing agreements are collateralized by assets within CDOs or mortgage securitizations. The following table summarizes our total recourse and non-recourse indebtedness as of June 30, 2010:

 

Description		Unpaid Principal Balance			Carrying Amount			Weighted- Average Interest Rate			Contractual Maturity
Recourse indebtedness:
Convertible senior notes (1)		$	171,863		$	171,632		6.9	%		Apr. 2027
Secured credit facilities			41,036			41,036		4.7	%		Feb. 2011 to Dec. 2011
Senior secured notes			63,950			63,950		11.7	%		Apr. 2014
Loans payable on real estate			22,513			22,513		4.9	%		Apr. 2012 to Sept. 2012
Junior subordinated notes, at fair value (2)			38,052			17,003		9.2	%		Dec. 2015 to Mar. 2035
Junior subordinated notes, at amortized cost			25,100			25,100		7.7	%		Apr. 2037
Total recourse indebtedness			362,514			341,234		7.6	%
Non-recourse indebtedness:
CDO notes payable, at amortized cost (3)(4)			1,380,250			1,380,250		0.8	%		2045 to 2046
CDO notes payable, at fair value (2)(3)(5)			1,178,663			148,604		1.0	%		2037 to 2038
Loans payable on real estate			73,451			73,451		5.7	%		Aug. 2010 to Aug. 2016
Total non-recourse indebtedness			2,632,364			1,602,305		1.0	%
Total indebtedness		$	2,994,878		$	1,943,539		1.8	%

 

(1)	Our convertible senior notes are redeemable, at the option of the holder, in April 2012, April 2017, and April 2022.

(2)	Relates to liabilities which we elected to record at fair value under FASB ASC Topic 825.

(3)	Excludes CDO notes payable purchased by us which are eliminated in consolidation.

(4)

Collateralized by $1,788,988 principal amount of commercial mortgages, mezzanine loans, other loans and preferred equity interests. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors.

(5)

Collateralized by $1,383,033 principal amount of investments in securities and security-related receivables and loans, before fair value adjustments. The fair value of these investments as of June 30, 2010 was $906,101. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

Recourse indebtedness refers to indebtedness that is recourse to our general assets, including the loans payable on real estate that are guaranteed by RAIT or RAIT Partnership. As indicated in the table above, our consolidated financial statements include recourse indebtedness of $341,234 as of June 30, 2010. Non-recourse indebtedness consists of indebtedness of consolidated VIEs (i.e. CDOs and other securitization vehicles) and loans payable on real estate which is recourse only to specific assets pledged as collateral to the lenders. The creditors of each consolidated VIE have no recourse to our general credit.

The current status or activity in our financing arrangements occurring as of or during the six-month period ended June 30, 2010 is as follows:

Recourse Indebtedness

Convertible senior notes. During the six-month period ended June 30, 2010, we repurchased $74,500 in aggregate principal amount of our 6.875% Convertible Senior Notes due 2027, or the convertible senior notes, for a total consideration of $49,970. The purchase price consisted of $10,180 in cash, the issuance of 8,190,000 common shares, and the issuance of a $22,000 10.0% Senior Secured Convertible Note due April 2014, or the senior secured convertible note. See “Senior Secured Convertible Note” below. As a result of these transactions, we recorded gains on extinguishment of debt of $22,289, net of deferred financing costs and unamortized discounts that were written off.

On July 19, 2010, we repurchased $10,000 in aggregate principal amount of our convertible senior notes for a total consideration consisting of the issuance of 3,325,000 common shares and a cash payment of $500. We recorded a gain on the extinguishment of debt of $2,082, net of deferred financing costs and unamortized discounts that were written off.

Secured credit facilities. As of June 30, 2010, we have borrowed an aggregate amount of $41,036 under three secured credit facilities, each with a different bank. All of our secured credit facilities are secured by designated commercial mortgages and mezzanine loans. As of June 30, 2010, the first secured credit facility had an unpaid principal balance of $20,876 which is payable in December 2011 under the current terms of this facility. As of June 30, 2010, the second secured credit facility had an unpaid principal balance of $16,160 which is payable in October 2011 under the current terms of this facility. As of June 30, 2010, the third secured credit facility had an unpaid principal balance of $4,000. We are amortizing this balance with monthly principal repayments of $500 which will result in the full repayment of this credit facility by February 2011.

Senior secured convertible note. On March 25, 2010, pursuant to a securities exchange agreement, we acquired from a noteholder $47,000 aggregate principal amount of our convertible senior notes for a total consideration of $31,240. The purchase price consisted of (a) our issuance of the $22,000 senior secured convertible note, (b) 1,500,000 common shares issued, and (c) $6,000 in cash. The senior secured convertible note is convertible into our common shares at the option of the holder. The conversion price is $3.50 per common share and the senior secured convertible note may be converted at any time during its term. We also paid $1,427 of accrued and unpaid interest on the convertible notes through March 25, 2010. The holder of the senior secured convertible note converted $1,050 principal amount of the senior secured convertible note into 300,000 common shares effective May 5, 2010.

The senior secured convertible note bears interest at a rate of 10.0% per year. Interest accrues from March 25, 2010 and will be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning July 15, 2010. The senior secured convertible note matures on April 20, 2014 unless previously prepaid in accordance with its terms prior to such date. The senior secured convertible note is fully and unconditionally guaranteed by two wholly-owned subsidiaries of RAIT, or the guarantors: RAIT Asset Holdings III Member, LLC, or RAHM3, and RAIT Asset Holdings III, LLC, or RAH3. RAHM3 is the sole member of RAH3 and has pledged the equity of RAH3 to secure its guarantee. RAH3’s assets consist of certain CDO notes payable issued by RAIT’s consolidated securitization, RAIT Preferred Funding II, LTD.

The maturity date of the senior secured convertible note may be accelerated upon the occurrence of specified customary events of default, the satisfaction of any related notice provisions and the failure to remedy such event of default, where applicable. These events of default include: RAIT’s failure to pay any amount of principal or interest on the senior secured convertible note when due; the failure of RAIT or any guarantor to perform any obligation on its or their part in any transaction document; and events of bankruptcy, insolvency or reorganization affecting RAIT or any guarantor.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

Non-Recourse Indebtedness

CDO notes payable, at amortized cost. CDO notes payable at amortized cost represent notes issued by consolidated CDO entities which are used to finance the acquisition of unsecured REIT notes, CMBS securities, commercial mortgages, mezzanine loans, and other loans in our commercial real estate portfolio. Generally, CDO notes payable are comprised of various classes of notes payable, with each class bearing interest at variable or fixed rates. Both of our CRE CDOs are meeting all of their interest coverage and overcollateralization triggers, or OC Triggers, tests as of June 30, 2010.

During the six-month period ended June 30, 2010, we repurchased, from the market, a total of $16,500 in aggregate principal amount of CDO notes payable issued by RAIT II. The aggregate purchase price was $1,790 and we recorded a gain on extinguishment of debt of $14,725.

CDO notes payable, at fair value. Both of our Taberna consolidated CDOs are failing OC Trigger tests which cause a change to the priority of payments to the debt and equity holders of the respective securitizations. Upon the failure of an OC Trigger test, the indenture of each CDO requires cash flows that would otherwise have been distributed to us as equity distributions, or in some cases interest payments on our retained CDO notes payable, to be used to pay down sequentially the outstanding principal balance of the most senior note holders. The OC Trigger test failures are due to defaulted collateral assets and credit risk securities. During the six-month period ended June 30, 2010, $6,398 of cash flows were re-directed from our retained interests in these CDOs and were used to repay the most senior holders of our CDO notes payable.

NOTE 7: DERIVATIVE FINANCIAL INSTRUMENTS

We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. The counterparties to these contractual arrangements are major financial institutions with which we and our affiliates may also have other financial relationships. In the event of nonperformance by the counterparties, we are potentially exposed to credit loss. However, because of the high credit ratings of the counterparties, we do not anticipate that any of the counterparties will fail to meet their obligations.

Cash Flow Hedges

We have entered into various interest rate swap contracts to hedge interest rate exposure on floating rate indebtedness. We designate interest rate hedge agreements at inception and determine whether or not the interest rate hedge agreement is highly effective in offsetting interest rate fluctuations associated with the identified indebtedness. At designation, certain of these interest rate swaps had a fair value not equal to zero. However, we concluded, at designation, that these hedging arrangements were highly effective during their term using regression analysis and determined that the hypothetical derivative method would be used in measuring any ineffectiveness. At each reporting period, we update our regression analysis and, as of June 30, 2010, we concluded that these hedging arrangements were highly effective during their remaining term and used the hypothetical derivative method in measuring the ineffective portions of these hedging arrangements.

The following table summarizes the aggregate notional amount and estimated net fair value of our derivative instruments as of June 30, 2010 and December 31, 2009:

 

		As of June 30, 2010							As of December 31, 2009
		Notional			Fair Value				Notional			Fair Value
Cash flow hedges:
Interest rate swaps		$	1,760,127		$	(236,780	)		$	1,826,167		$	(186,986	)
Interest rate caps			36,000			1,338				36,000			1,335
Net fair value		$	1,796,127		$	(235,442	)		$	1,862,167		$	(185,651	)

 

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Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

The following table summarizes the effect on income by derivative instrument type for the following periods:

 

		For the Three-Month Period Ended June 30, 2010							For the Three-Month  Period Ended June 30, 2009
Type of Derivative		Amounts Reclassified  to Earnings for Effective Hedges— Gains (Losses)				Amounts Reclassified  to Earnings for Hedge Ineffectiveness— Gains (Losses)			Amounts Reclassified  to Earnings for Effective Hedges— Gains (Losses)				Amounts Reclassified to Earnings for Hedge Ineffectiveness— Gains (Losses)
Interest rate swaps		$	(1,388	)		$	51		$	(689	)		$	(240	)
Currency options			—				—			—				(4	)
Total		$	(1,388	)		$	51		$	(689	)		$	(244	)
		For the Six-Month Period Ended June 30, 2010							For the Six-Month Period Ended June 30, 2009
Type of Derivative		Amounts Reclassified  to Earnings for Effective Hedges— Gains (Losses)				Amounts Reclassified  to Earnings for Hedge Ineffectiveness— Gains (Losses)			Amounts Reclassified  to Earnings for Effective Hedges— Gains (Losses)				Amounts Reclassified to Earnings for Hedge Ineffectiveness— Gains (Losses)
Interest rate swaps		$	(2,731	)		$	38		$	(3,044	)		$	(465	)
Currency options			—				—			—				(21	)
Total		$	(2,731	)		$	38		$	(3,044	)		$	(486	)

On January 1, 2008, we adopted the fair value option, which has been classified under FASB ASC Topic 825, “Financial Instruments”, for certain of our CDO notes payable. Upon the adoption of this standard, hedge accounting for any previously designated cash flow hedges associated with these CDO notes payable was discontinued and all changes in fair value of these cash flow hedges are recorded in earnings. As of June 30, 2010, the notional value associated with these cash flow hedges where hedge accounting was discontinued was $970,276 and a liability with a fair value of $132,982. See Note 8: “Fair Value of Financial Instruments” for the changes in value of these hedges during the three-month and six-month periods ended June 30, 2010 and 2009. The change in value of these hedges was recorded as a component of the change in fair value of financial instruments in our consolidated statement of operations.

Amounts reclassified to earnings associated with effective cash flow hedges are reported in investment interest expense and the fair value of these hedge agreements is included in other assets or derivative liabilities.

NOTE 8: FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

FASB ASC Topic 825, “Financial Instruments” requires disclosure of the fair value of financial instruments for which it is practicable to estimate that value. The fair value of investments in mortgages and loans, investments in securities, trust preferred obligations, CDO notes payable, convertible senior notes, junior subordinated notes and derivative assets and liabilities is based on significant observable and unobservable inputs. The fair value of cash and cash equivalents, restricted cash, secured credit facilities, senior secured notes, loans payable on real estate and other indebtedness approximates cost due to the nature of these instruments.

 

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Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

The following table summarizes the carrying amount and the fair value of our financial instruments as of June 30, 2010:

 

Financial Instrument		Carrying Amount			Estimated Fair  Value
Assets
Commercial mortgages, mezzanine loans and other loans		$	1,388,312		$	1,314,333
Investments in securities and security-related receivables			681,815			681,815
Cash and cash equivalents			28,944			28,944
Restricted cash			155,027			155,027
Derivative assets			1,338			1,338
Liabilities
Recourse indebtedness:
Convertible senior notes			171,632			115,139
Secured credit facilities			41,036			41,036
Senior secured notes			63,950			63,950
Junior subordinated notes, at fair value			17,003			17,003
Junior subordinated notes, at amortized cost			25,100			11,185
Loans payable on real estate			22,513			22,513
Non-recourse indebtedness:
CDO notes payable, at amortized cost			1,380,250			671,090
CDO notes payable, at fair value			148,604			148,604
Loans payable on real estate			73,451			73,451
Derivative liabilities			236,780			236,780

Fair Value Measurements

The following tables summarize information about our assets and liabilities measured at fair value on a recurring basis as of June 30, 2010, and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value:

 

Assets:		Quoted Prices in Active  Markets for Identical Assets (Level 1) (a)			Significant Other Observable  Inputs (Level 2) (a)			Significant Unobservable Inputs (Level 3) (a)			Balance as of June 30, 2010
Trading securities
TruPS		$	—		$	—		$	441,454		$	441,454
Other securities			—			100			—			100
Available-for-sale securities			—			90			—			90
Security-related receivables
TruPS receivables			—			—			84,142			84,142
Unsecured REIT note receivables			—			60,551			—			60,551
CMBS receivables			—			68,408			—			68,408
Other securities			—			27,070			—			27,070
Derivative assets			—			1,338			—			1,338
Total assets		$	—		$	157,557		$	525,596		$	683,153
Liabilities:		Quoted Prices in Active  Markets for Identical Assets (Level 1) (a)			Significant Other Observable  Inputs (Level 2) (a)			Significant Unobservable Inputs (Level 3) (a)			Balance as of June 30, 2010
Junior subordinated notes, at fair value		$	—		$	17,003		$	—		$	17,003
CDO notes payable, at fair value			—			—			148,604			148,604
Derivative liabilities			—			236,780			—			236,780
Total liabilities		$	—		$	253,783		$	148,604		$	402,387

 

(a)	During the six-month period ended June 30, 2010, there were no transfers between Level 1 and Level 2, nor were there any transfers into or out of Level 3.

 

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Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

The following tables summarize additional information about assets and liabilities that are measured at fair value on a recurring basis for which we have utilized Level 3 inputs to determine fair value for the six-month period ended June 30, 2010:

 

Assets		Trading Securities—TruPS and Subordinated Debentures				Security-Related Receivables—TruPS and Subordinated Debenture Receivables				Total Level 3 Assets
Balance, as of December 31, 2009		$	471,106			$	73,649			$	544,755
Change in fair value of financial instruments			181,423				13,319				194,742
Purchases and sales, net			(140,203	)			(2,826	)			(143,029	)
Deconsolidation of VIEs			(70,872	)			—				(70,872	)
Balance, as of June 30, 2010		$	441,454			$	84,142			$	525,596

 

Liabilities		Trust Preferred Obligations				CDO Notes Payable,  at Fair Value				Total Level 3 Liabilities
Balance, as of December 31, 2009		$	70,872			$	146,557			$	217,429
Change in fair value of financial instruments			—				8,445				8,445
Purchases and sales, net			—				(6,398	)			(6,398	)
Deconsolidation of VIEs			(70,872	)			—				(70,872	)
Balance, as of June 30, 2010		$	—			$	148,604			$	148,604

Change in Fair Value of Financial Instruments

The following table summarizes realized and unrealized gains and losses on assets and liabilities for which we elected the fair value option of FASB ASC Topic 825, “Financial Instruments” as reported in change in fair value of financial instruments in the accompanying consolidated statements of operations:

 

		For the  Three-Month Periods Ended June 30							For the  Six-Month Periods Ended June 30
Description		2010				2009			2010				2009
Change in fair value of trading securities and security-related receivables		$	35,256			$	8,651		$	82,998			$	(182,036	)
Change in fair value of CDO notes payable, trust preferred obligations and other liabilities			5,046				69,005			(8,445	)			151,594
Change in fair value of derivatives			(35,856	)			13,701			(53,670	)			21,994
Change in fair value of financial instruments		$	4,446			$	91,357		$	20,883			$	(8,448	)

The changes in the fair value for the investment in securities, CDO notes payable and other liabilities for which the fair value option was elected for the three-month and six-month periods ended June 30, 2010 and 2009 was primarily attributable to changes in instrument specific credit risks. The changes in the fair value of derivatives for which the fair value option was elected for the three-month and six-month periods ended June 30, 2010 and 2009 was mainly due to changes in interest rates.

NOTE 9: VARIABLE INTEREST ENTITIES

On January 1, 2010, we adopted an accounting standard which provided guidance when to consolidate a VIE. Under the new standard, the determination of when to consolidate a VIE is based on the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance together with either the obligation to absorb losses or the right to receive benefits that could be significant to the VIE. Upon adoption, we evaluated our investments under this new consolidation standard and the following changes in previous consolidation conclusions were made:

 

•

TruPS Investment and Obligations – Previously, we held implicit interests in trusts which issued TruPS. Under the previous consolidation guidance, we were considered to be primary beneficiaries of the trusts and reported their assets and liabilities in our consolidated balance sheet. RAIT does not meet both criteria to be the primary beneficiary of these entities as we do not have the power to direct the activities of the underlying trusts. Therefore, we deconsolidated these entities as of January 1, 2010 by reducing our assets and liabilities by $70,872.

 

•

Investments in Real Estate – We identified two properties to be VIEs that we previously did not consolidate as we were not previously the primary beneficiary: Willow Grove and Cherry Hill. RAIT evaluated its interests in these real estate properties and determined that we are the primary beneficiary. Upon consolidation of these properties on January 1, 2010, we increased our assets and liabilities by $20,931.

 

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Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

The following table presents the assets and liabilities of our consolidated VIEs as of each respective date. As of June 30, 2010, our consolidated VIEs were: Taberna Preferred Funding VIII, Ltd., Taberna Preferred Funding IX, Ltd, RAIT CRE CDO I, Ltd., RAIT Preferred Funding II, Ltd., Willow Grove and Cherry Hill.

		As of June 30, 2010				As of December 31, 2009 (a)
Assets
Investments in mortgages and loans, at amortized cost:
Commercial mortgages, mezzanine loans, other loans and preferred equity interests		$	1,985,179			$	1,959,118
Allowance for losses			(10,903	)			(10,903	)
Total investments in mortgages and loans			1,974,276				1,948,215
Investments in real estate			21,444				—
Investments in securities and security-related receivables, at fair value			681,727				694,809
Cash and cash equivalents			175				272
Restricted cash			112,942				117,322
Accrued interest receivable			49,336				38,397
Deferred financing costs, net of accumulated amortization of $7,041 and $5,897, respectively			18,987				20,132
Total assets		$	2,858,887			$	2,819,147
Liabilities and Equity
Indebtedness (including $148,604 and $217,429 at fair value, respectively)		$	1,745,622			$	1,794,339
Accrued interest payable			28,093				21,855
Accounts payable and accrued expenses			830				232
Derivative liabilities			236,780				186,986
Deferred taxes, borrowers’ escrows and other liabilities			3,306				3,136
Total liabilities			2,014,631				2,006,548
Equity:
Shareholders’ equity:
Accumulated other comprehensive income (loss)			(138,213	)			(115,004	)
RAIT Investment			141,435				167,011
Retained earnings (deficit)			841,034				760,592
Total shareholders’ equity			844,256				812,599
Total liabilities and equity		$	2,858,887			$	2,819,147

 

(a)

Includes the assets and liabilities described in the TruPS Investments and Obligations above. Based on the adoption of the accounting standard, these VIEs were deconsolidated as of January 1, 2010 and no longer appear in our consolidated financial statements. Upon deconsolidation, investments in securities and indebtedness both decreased by $70,872 as of January 1, 2010.

The assets of the VIEs can only be used to settle obligations of the VIEs and are not available to our creditors. Certain amounts included in the table above are eliminated upon consolidation with other RAIT subsidiaries that maintain investments in the debt or equity securities issued by these entities.

RAIT does not have any contractual obligation to provide the VIEs listed above with any financial support. RAIT has not provided and does not intend to provide financial support to these VIEs that we were not previously contractually required to provide.

NOTE 10: EQUITY

Preferred Shares

On January 26, 2010, our board of trustees declared first quarter 2010 cash dividends of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The dividends were paid on March 31, 2010 to holders of record on March 1, 2010 and totaled $3,406.

On April 22, 2010, our board of trustees declared second quarter 2010 cash dividends of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The dividends were paid on June 30, 2010 to holders of record on June 1, 2010 and totaled $3,415.

On July 27, 2010, our board of trustees declared third quarter 2010 cash dividends of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The dividends will be paid on September 30, 2010 to holders of record on September 1, 2010.

 

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Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

Common Shares

Share Repurchases:

On January 26, 2010, the compensation committee approved a cash payment to the Board’s eight non-management trustees intended to constitute a portion of their respective 2010 annual non-management trustee compensation. The cash payment was subject to terms and conditions set forth in a letter agreement, or the letter agreement, between each of the non-management trustees and RAIT. The terms and conditions included a requirement that each trustee use a portion of the cash payment to purchase RAIT’s common shares in purchases that, individually and in the aggregate with all purchases made by all the other non-management trustees pursuant to their respective letter agreements, complied with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. The aggregate amount required to be used by all of the non-management trustees to purchase common shares is $240.

Equity Compensation:

On January 26, 2010, the compensation committee awarded 1,500,000 phantom units, valued at $1,905 using our closing stock price of $1.27 on that date, to our executive officers. Half of these awards vested immediately and the remainder vests in one year. On January 26, 2010, the compensation committee awarded 500,000 phantom units, valued at $635 using our closing stock price of $1.27 on that date, to our non-executive officer employees. These awards generally vest over three-year periods.

During the six-month period ended June 30, 2010, 73,425 phantom unit awards were redeemed for common shares. These phantom units were fully vested at the time of redemption.

Share Issuances:

During the six-month period ended June 30, 2010, we issued 8,190,000 common shares, along with cash and the issuance of a senior secured convertible note, to repurchase $74,500 of our convertible notes. On July 19, 2010, we repurchased $10,000 in aggregate principal amount of our convertible senior notes for a total consideration consisting of the issuance of 3,325,000 common shares and a cash payment of $500. See Note 6-“Indebtedness” above.

Dividend Reinvestment and Share Purchase Plan (DRSPP):

We implemented an amended and restated dividend reinvestment and share purchase plan, or DRSPP, effective as of March 13, 2008, pursuant to which we have registered and reserved for issuance, in the aggregate, 18,787,635 common shares. During the six-month period ended June 30, 2010, we issued a total of 1,879,873 common shares pursuant to the DRSPP at a weighted-average price of $2.27 per share and we received $4,275 of net proceeds. As of June 30, 2010, 11,727,667 common shares, in aggregate, remain available for issuance under the DRSPP.

Standby Equity Distribution Agreement (SEDA):

On January 13, 2010, we entered into a standby equity distribution agreement, or the SEDA, with YA Global Master SPV Ltd., or YA Global, which is managed by Yorkville Advisors, LLC, whereby YA Global agreed to purchase up to $50,000, or the commitment amount, worth of newly issued RAIT common shares upon notices given by us, subject to the terms and conditions of the SEDA. The number of common shares issued or issuable pursuant to the SEDA, in the aggregate, cannot exceed 12,500,000 common shares. The SEDA terminates automatically on the earlier of January 13, 2012 or the date YA Global has purchased $50,000 worth of common shares under the SEDA. During the three-month period ended June 30, 2010, 441,966 common shares were issued pursuant to this arrangement at a price of $2.26 and we received $1,000 of proceeds. In July 2010, 711,018 common shares were issued pursuant to this arrangement at a price of $2.11 and we received $1,500 of proceeds. After reflecting the common shares issued in July 2010, 11,347,016 common shares, in the aggregate, remain available for issuance under the SEDA.

Capital on Demand™ Sales Agreement:

On August 6, 2010, we entered into a Capital on Demand™ Sales Agreement, or the COD sales agreement, with JonesTrading Institutional Services LLC, or JonesTrading, pursuant to which we may issue and sell up to 17,500,000 of our common shares from time to time through JonesTrading acting as agent and/or principal, subject to the terms and conditions of the COD sales agreement. As of the date of the filing of this quarterly report on Form 10-Q, no common shares have been issued pursuant to the COD sales agreement.

 

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Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

NOTE 11: EARNINGS (LOSS) PER SHARE

The following table presents a reconciliation of basic and diluted earnings (loss) per share for the three-month and six-month periods ended June 30, 2010 and 2009:

 

		For the  Three-Month Periods Ended June 30								For the Six-Month Periods  Ended June 30
		2010				2009				2010				2009
Income (loss) from continuing operations		$	25,376			$	(288,986	)		$	59,488			$	(435,513	)
(Income) loss allocated to preferred shares			(3,415	)			(3,415	)			(6,821	)			(6,821	)
(Income) loss allocated to noncontrolling interests			358				4,809				593				12,397
Income (loss) from continuing operations allocable to common shares			22,319				(287,592	)			53,260				(429,937	)
Income (loss) from discontinued operations			—				(275	)			341				(2,162	)
Net income (loss) allocable to common shares		$	22,319			$	(287,867	)		$	53,601			$	(432,099	)
Weighted-average shares outstanding—Basic			80,340,703				64,995,483				77,661,419				64,972,363
Dilutive securities under the treasury stock method			1,920,203				—				1,123,364				—
Weighted-average shares outstanding—Diluted			82,260,906				64,995,483				78,784,783				64,972,363
Earnings (loss) per share—Basic:
Continuing operations		$	0.28			$	(4.43	)		$	0.69			$	(6.62	)
Discontinued operations			—				—				—				(0.03	)
Total earnings (loss) per share—Basic		$	0.28			$	(4.43	)		$	0.69			$	(6.65	)
Earnings (loss) per share—Diluted:
Continuing operations		$	0.27			$	(4.43	)		$	0.68			$	(6.62	)
Discontinued operations			—				—				—				(0.03	)
Total earnings (loss) per share—Diluted		$	0.27			$	(4.43	)		$	0.68			$	(6.65	)

For the three-month and six-month periods ended June 30, 2009, securities convertible into 16,890,315 and 16,276,428 common shares, respectively, were excluded from the earnings (loss) per share computations because their effect would have been anti-dilutive. For the three-month and six-month periods ended June 30, 2010, securities convertible into 6,693,341 common shares were excluded from the earnings (loss) per share computations because their effect would have been anti-dilutive.

NOTE 12: RELATED PARTY TRANSACTIONS

In the ordinary course of our business operations, we have ongoing relationships and have engaged in transactions with several related entities described below. All of these relationships and transactions were approved or ratified by our audit committee as being on terms comparable to those available on an arm’s-length basis from an unaffiliated third party or otherwise not creating a conflict of interest.

Our Chairman, Betsy Z. Cohen, is the Chief Executive Officer and a director of The Bancorp, Inc., or Bancorp, and Chairman of the Board and Chief Executive Officer of its wholly-owned subsidiary, The Bancorp Bank, a commercial bank. Mrs. Cohen’s son, Daniel G. Cohen, was our chief executive officer from the date of the Taberna acquisition until his resignation from that position on February 22, 2009. Mr. Cohen was a trustee of RAIT from the date of the Taberna acquisition until his resignation from that position on February 26, 2010. Mr. Cohen is the Chairman of the Board of Bancorp and Vice-Chairman of the Board of Bancorp Bank. Each transaction with Bancorp is described below:

a). Cash and Restricted Cash—We maintain checking and demand deposit accounts at Bancorp. As of June 30, 2010 and December 31, 2009, we had $854 and $410, respectively, of cash and cash equivalents and $927 and $1,601, respectively, of restricted cash on deposit at Bancorp. During the three-month and six-month periods ended June 30, 2009, we received $4 and $11 of interest income from Bancorp. We did not receive any interest income from the Bancorp during the three-month and six-month periods ended June 30, 2010. Restricted cash held at Bancorp relates to borrowers’ escrows for taxes, insurance and capital reserves. Any interest earned on these deposits enures to the benefit of the specific borrower and not to us.

b). Office Leases—We sublease a portion of our downtown Philadelphia office space from Bancorp at an annual rental expense based upon the amount of square footage occupied. We have signed a sublease agreement with a third party for the remaining term of our sublease. Rent paid to Bancorp was $79 and $84 for the three-month periods ended June 30, 2010 and 2009, respectively, and $147 and $168 for the six-month periods ended June 30, 2010 and 2009. Rent received for our sublease was $41 and $82 for the three-month and six-month periods ended June 30, 2010, respectively.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

Mr. Cohen holds controlling positions in various companies with which we conduct business. Mr. Cohen serves as the Chairman of the board of directors and Chief Executive Officer of Cohen & Company Inc. or, Cohen & Company, and as the Chairman of the board of managers, Chief Executive Officer and Chief Investment Officer of Cohen Brothers, LLC, or Cohen Brothers, a majority owned subsidiary of Cohen & Company. Each transaction between us and Cohen & Company is described below:

a). Office Leases—We maintain sub-lease agreements for shared office space and facilities with Cohen & Company. Rent expense during the three-month periods ended June 30, 2010 and 2009, relating to these leases was $13 and for the six-month periods ended June 30, 2010 and 2009 was $25. Rent expense has been included in general and administrative expense in the accompanying consolidated statements of operations. Future minimum lease payments due over the remaining term of the lease are $283.

b). Common Shares— As of December 31, 2009, Cohen & Company and its affiliate entities owned 510,434 of our common shares. During the period ended June 30, 2010, Cohen & Company and its affiliates sold these shares and do not own any of our common shares as June 30, 2010.

c). Brokerage Services—During 2010, Cohen & Company sold $7,000 in aggregate principal amount of debt securities to an unrelated third party using the broker-dealer services of RAIT Securities, LLC, for which we earned $38 in principal transaction income.

d). Star Asia—Star Asia is an affiliate of Cohen & Company. During 2010, Star Asia purchased $2,315 in aggregate principal of debt securities from an unrelated third party using the broker-dealer services of RAIT Securities, LLC, for which we did not earn any principal transaction income. In March 2009, Star Asia issued debt securities to a third party, upon which a subsequent exchange offer was entered into with Taberna Preferred Funding III, Ltd., or Taberna III, for $22,425 and Taberna Preferred Funding IV, Ltd., or Taberna IV, for $19,434. Taberna Capital Management was the collateral manager for Taberna III and Taberna IV. We received an opinion from an independent third party concluding that the transaction was fair from Taberna III and IV’s financial viewpoint. There were no fees earned by Taberna Capital Management or Star Asia.

e). Kleros Preferred Funding VIII, Ltd.—Kleros Preferred Funding VIII, Ltd., or Kleros VIII, is a securitization managed by Cohen & Company. In June 2007, we purchased approximately $26,400 in par amount of bonds rated A through BBB issued by Kleros VIII, for a purchase price of approximately $23,997. As of June 30, 2010, the bonds have a current fair value of $0 and have been placed on non-accrual status.

Brandywine Construction & Management, Inc., or Brandywine, is an affiliate of Edward E. Cohen, the spouse of Betsy Z. Cohen and father of Daniel G. Cohen. Brandywine provided real estate management services to two properties underlying our investments in real estate. During the three-month periods ended June 30, 2010 and 2009, Brandywine earned management fees of $26 and $20, respectively, and $52 and $46 for the six-month periods ended June 30, 2010 and 2009. We believe that the management fees charged by Brandywine are comparable to those that could be obtained from unaffiliated third parties.

NOTE 13: ASSET DISPOSITIONS

On April 22, 2010 RAIT sold or delegated its collateral management rights and responsibilities relating to eight Taberna securitizations with approximately $5,858,931 in total assets under management to an affiliate of certain funds managed by an affiliate of Fortress Investment Group LLC for $16,518. These securitizations were not consolidated by RAIT and were comprised of Taberna Preferred Funding II, Ltd. through Taberna Preferred Funding VII, Ltd., Taberna Europe CDO I, P.L.C., and Taberna Europe CDO II, P.L.C. The transaction generated a $7,938 in gain on sale of asset.

During 2009, we disposed of our investments in six residential mortgage portfolios and four Taberna CDOs. All assets sold and related liabilities were removed from our consolidated balance sheet on the date of sale, with any gains or losses on dispositions recorded in our accompanying statements of operations under gains (losses) on sale of assets.

On July 16, 2009, we sold our residential mortgage portfolio to an affiliate of Angelo, Gordon & Co., L.P., pursuant to a Purchase and Sale Agreement, dated as of July 15, 2009 between our subsidiary, Taberna Loan Holdings I, LLC, and AG Park Lane I Corp. We sold all of our notes and equity interests, or the retained interests, together with any principal or interest payable thereon, issued by the following six securitizations of residential mortgage loans: Bear Stearns ARM Trust 2005-7, Bear Stearns ARM Trust 2005-9, Citigroup Mortgage Loan Trust 2005-1, CWABS Trust 2005 HYB9, Merrill Lynch Mortgage Investors Trust, Series 2005-A9 and Merrill Lynch Mortgage Backed Securities Trust, Series 2007-2. The purchase price paid by the buyer was $15,800, plus accrued interest and we recorded a $61,841 loss on sale of assets.

Previously we consolidated Taberna Preferred Funding III, Ltd, Taberna Preferred Funding IV, Ltd., Taberna Preferred Funding VI, Ltd. and Taberna Preferred Funding VII, Ltd., four securitizations in which we were determined to be the primary beneficiary primarily due to our majority ownership of the equity interests issued by the securitizations. On June 25, 2009, we sold all of our

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

equity interests and a portion of our non-investment grade debt that we owned in these four securitizations and determined that we are no longer the primary beneficiary and, therefore, we deconsolidated the securitizations in accordance with FASB ASC Topic 810, “Consolidation” (formerly referenced as FIN 46R). We recorded losses on the sales of assets related to these VIEs of $313,808 in June 2009.

Summarized Statement of Operations

The table below summarizes the statement of operations for the four Taberna CDOs and six residential mortgage portfolios sold in June and July 2009, respectively. The information presented below is for the six-month periods ended June 30, 2009 (dollars in thousands).

		For the Six Months  Ended June 30, 2009
Revenue:
Investment interest income		$	168,226
Investment interest expense			(121,935	)
Net interest margin			46,291
General and administrative expenses			(830	)
Provision for losses			(101,981	)
Income before other income (expense)			(56,520	)
Losses on sales of assets			(313,808	)
Change in fair value of financial instruments			(60,177	)
Net income (loss)			(430,505	)
(Income) loss allocated to noncontrolling interests			12,053
Net income (loss) allocable to common shares		$	(418,452	)

NOTE 14: DISCONTINUED OPERATIONS

For the six-month period ended June 30, 2010, income (loss) from discontinued operations relates to one real estate property with total net assets of $4,889 that we have sold after January 1, 2010. For the six-month period ended June 30, 2009, income (loss) from discontinued operations relates to one real estate property with total net assets of $17,257 that we have deconsolidated since January 1, 2009 and one property with total assets of $15,500 that was sold in July 2009.

The following table summarizes revenue and expense information for real estate properties classified as discontinued operations during the respective periods:

 

		For the Three-Month Periods  Ended June 30							For the  Six-Month Periods Ended June 30
		2010			2009				2010			2009
Revenue:
Rental income		$	—		$	—			$	105		$	806
Expenses:
Real estate operating expense			—			111				30			607
General and administrative expense			—			164				—			164
Depreciation expense			—			—				—			145
Total expenses			—			275				30			916
Income (loss) from discontinued operations			—			(275	)			75			(110	)
Gain (loss) on sale of assets			—			—				266			(2,052	)
Total income (loss) from discontinued operations		$	—		$	(275	)		$	341		$	(2,162	)

Discontinued operations have not been segregated in the consolidated statements of cash flows. Therefore, amounts for certain captions will not agree with respective data in the consolidated statements of operations.

 

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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2010

(Unaudited and dollars in thousands, except share and per share amounts)

 

NOTE 15: COMMITMENTS AND CONTINGENCIES

Riverside National Bank of Florida Litigation

RAIT subsidiary Taberna Capital Management, LLC is named as one of fifteen defendants in a lawsuit filed by Riverside National Bank of Florida, or Riverside, on November 13, 2009 in the Supreme Court of the State of New York, County of New York. (A substantially similar action was filed by Riverside on August 6, 2009 in the Supreme Court of the State of New York, County of Kings, and subsequently discontinued without prejudice and refiled in New York County.) The action, titled Riverside National Bank of Florida v. The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., Fitch, Inc., Taberna Capital Management, LLC, Cohen & Company Financial Management, LLC f/k/a Cohen Bros. Financial Management LLC, FTN Financial Capital Markets, Keefe Bruyette & Woods, Inc., Merrill Lynch, Pierce, Fenner & Smith, Inc., JPMorgan Chase & Co., J.P. Morgan Securities Inc., Citigroup Global Markets, Credits Suisse Securities (USA) LLC, ABN Amro, Inc., Cohen & Company, and SunTrust Robinson Humphrey, Inc., asserts claims in connection with Riverside’s purchase of certain CDO securities, including securities from the Taberna Preferred Funding II, IV, and V CDOs. Riverside alleges that offering materials issued in connection with the CDOs it purchased did not adequately disclose the process by which the rating agencies rated each of the securities. Riverside also alleges, among other things, that the offering materials should have disclosed an alleged conflict of interest of the rating agencies as well as the role that the rating agencies played in structuring each CDO. Riverside seeks damages in excess of $132 million, rescission of its purchases of the securities at issue, an accounting of certain amounts received by the defendants together with the imposition of a constructive trust, and punitive damages of an unspecified amount.

On December 11, 2009, the defendants moved to dismiss all of Riverside’s claims. Riverside filed oppositions to the defendants’ motions on February 19, 2010, voluntarily dismissing its contract causes of action and opposing the remainder of defendants’ motions to dismiss. On April 16, 2010, the Office of the Comptroller of the Currency closed Riverside and named the Federal Deposit Insurance Corporation as receiver and thus as successor-in-interest to Riverside as plaintiff in this action. In a Purchase and Assumption Agreement dated April 16, 2010, a bank acquired the banking operations of Riverside from the FDIC, but appears not to have acquired Riverside’s litigation claims. On May 4, 2010, Riverside moved to substitute the FDIC as plaintiff and to stay this action for 90 days. On June 2, 2010, defendants were notified that Riverside’s motion had been granted; the court’s order was filed the following day. On June 3, 2010, pursuant to 28 U.S.C. Sec. 1446 and 12. U.S.C. Sec. 18189(b)(2)(A), defendants removed the action from the Supreme Court of the State of New York, County of New York to the United States District Court for the Southern District of New York. On June 25, 2010, the court directed the parties to refile all papers supporting and opposing defendants’ motions to dismiss, in conformance with the applicable rules of the court. Defendants’ motions to dismiss are due by August 24, 2010. An adverse resolution of the litigation could have a material adverse effect on our financial condition and results of operations.

Routine Litigation

We are involved from time to time in litigation on various matters, including disputes with tenants of owned properties, disputes arising out of agreements to purchase or sell properties and disputes arising out of our loan portfolio. Given the nature of our business activities, these lawsuits are considered routine to the conduct of our business. The result of any particular lawsuit cannot be predicted, because of the very nature of litigation, the litigation process and its adversarial nature, and the jury system. We do not expect that the liabilities, if any, that may ultimately result from such routine legal actions will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Trustees and Shareholders of RAIT Financial Trust

We have reviewed the accompanying consolidated balance sheet of RAIT Financial Trust and subsidiaries as of June 30, 2010, and the related consolidated statements of operations, comprehensive income (loss) and cash flows for the three and six-month periods ended June 30, 2010 and 2009. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

As discussed in Notes 2(k) and 9 to the consolidated financial statements, the Company adopted the new accounting standards classified under FASB ASC Topic 810 “Consolidation” for variable interest entities on January 1, 2010.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2009, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for the year then ended (not presented herein), and in our report dated March 1, 2010, we expressed an unqualified opinion on those consolidated financial statements.

 

/s/ Grant Thornton LLP

Philadelphia, Pennsylvania August 6, 2010

 

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

In addition to historical information, this discussion and analysis contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including “may,” “believe,” “will,” “expect,” “anticipate,” “estimate,” “continue” or similar words. These forward-looking statements are subject to risks and uncertainties, as more particularly set forth in our filings with the Securities and Exchange Commission, including those described in the “Forward Looking Statements” and “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2009, that could cause actual results to differ materially from those projected in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this report, except as may be required by applicable law.

Overview

We are a vertically integrated commercial real estate company capable of originating, investing in, managing, servicing, trading and advising on commercial real estate-related assets. In 2010, we continue to progress in adapting RAIT to the current market environment. We are positioning RAIT for future growth in the area of its historical core competency, commercial real estate lending, while diversifying the revenue generated from our commercial real estate loans and properties and reducing or removing other non-core assets and activities.

In order to take advantage of market opportunities in the future, and to maximize shareholder value over time, we will continue to focus on:

 

•

expanding RAIT’s commercial real estate revenue by investing in commercial real estate-related assets, managing and servicing investments for our own account or for others, providing property management services and providing our broker-dealer activities, including fixed-income trading and real estate advisory services;

 

•

creating value through investing in our commercial real estate properties and implementing cost savings programs to help maximize property value;

 

•

reducing our leverage while developing new financing sources;

 

•

managing our investment portfolios to reposition non-performing assets, increase our cash flows and ultimately recover the value of our assets; and

 

•

managing the size and cost structure of our business to match our operating environment.

We generated net income of $59.8 million, or $0.68 per common share-diluted during the six-month period ended June 30, 2010. The primary items affecting our operating performance were the following:

 

•

Gains on debt extinguishments. During the six-month period ended June 30, 2010, we repurchased $74.5 million of our convertible notes and $16.5 million of our CDO notes payable for total consideration of $51.7 million. The consideration was comprised of: cash of $12.0 million, the issuance of a $22.0 million convertible senior note and 8.2 million common shares. These transactions generated $37.0 million in gains on extinguishment of debt. See “Liquidity and Capital Resources-Capitalization” below for more information regarding these transactions.

 

•

Provision for losses. The provision for losses recorded during the six-month period ended June 30, 2010, was $25.0 million. While we recorded additional provision for losses during the six-month period ended June 30, 2010, we saw improvement in the performance of our portfolio of commercial real estate loans from prior quarters.

 

•

Change in fair value of financial instruments. For the six-month period ended June 30, 2010, the net change in fair value of financial instruments increased net income by $20.9 million. Generally, the change in fair value of our financial assets, which are recorded at fair value under FASB ASC Topic 825, “Financial Instruments”, was the primary driver of this improvement with several of our assets improving. This is consistent with the general improvement in asset pricing throughout the financial sector during the first and second quarters of 2010.

We expect to continue to focus our efforts on enhancing our commercial real estate property portfolio and our commercial real estate loan portfolio, which are our primary investment portfolios. We are seeing signs of stabilization in these portfolios, including improved occupancy rates in our commercial real estate property portfolio and a reduction in our non-accrual loans and provision for losses in commercial real estate loan portfolio in the six-month period ended June 30, 2010. Although certain economic conditions are improving, some of our borrowers within our commercial real estate loan portfolio are under financial stress. Where it is likely to enhance our ultimate returns, we will consider restructuring loans or foreclosing on the underlying property. During the six-month period ended June 30, 2010, we converted five loans, originally collateralized by seven properties, into direct ownership. We expect to engage in ongoing workout activity with respect to our commercial real estate loans that may result in the conversion of some of the properties into owned real estate. We may take a non-cash charge to earnings at the time of any loan conversion to the extent the

 

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amount of our loan, reduced by any allowance for losses and certain other expenses, exceeds the fair value of the property at the time of the conversion. The conversion of loans to owned properties is reflected in the growing portion of our revenue derived from rental income as opposed to net interest margin.

We are seeking to develop new sources of fee income. As described below under “Securitizations,” in April 2010 we sold or delegated our collateral management rights and responsibilities relating to eight unconsolidated Taberna securitizations which will reduce our collateral management fees for managing securitizations going forward. We are seeking to enhance our fee income through management fees generated by our multi-family property management subsidiary, Jupiter Communities, LLC, and commissions and other fees generated by our broker/dealer subsidiary, RAIT Securities, LLC, as well as other potential new businesses. We may also generate fee income by developing arrangements with third parties to originate commercial real estate investments.

Key Statistics

Set forth below are key statistics relating to our business through June 30, 2010 (dollars in thousands):

 

		As of or For the Three-Month Periods Ended
		June 30, 2010				March 31, 2010				December 31, 2009				September 30, 2009				June 30, 2009
Financial Statistics:
Recourse debt maturing within 1-year		$	9,919			$	10,905			$	24,390			$	49,494			$	49,494
Assets under management (a)		$	4,014,556			$	9,911,824			$	10,106,830			$	10,374,491			$	13,878,962
Debt to equity			2.7x				2.8x				3.0x				3.3x				7.4x
Total revenue		$	39,706			$	45,114			$	43,528			$	44,824			$	61,836
Earnings per share, diluted		$	0.27			$	0.41			$	0.24			$	(0.38	)		$	(4.43	)
Commercial Real Estate (“CRE”) Loan Portfolio (b):
Reported CRE Loans—unpaid principal		$	1,288,466			$	1,305,816			$	1,360,811			$	1,467,806			$	1,538,077
Non-accrual loans—unpaid principal		$	131,377			$	132,978			$	171,372			$	246,029			$	171,809
Non-accrual loans as a % of reported loans			10.2	%			10.2	%			12.6	%			16.8	%			11.2	%
Reserve for losses		$	70,699			$	68,850			$	78,636			$	77,647			$	100,869
Reserves as a % of non-accrual loans			53.8	%			51.8	%			45.9	%			31.6	%			58.7	%
Provision for losses		$	7,644			$	17,350			$	22,500			$	18,467			$	19,575
CRE Property Portfolio:
Reported investments in real estate		$	803,548			$	795,952			$	738,235			$	645,484			$	604,619
Number of properties owned			47				46				39				34				30
Multifamily units owned			7,893				7,893				6,967				6,367				5,550
Office square feet owned			1,732,626				1,550,401				1,350,177				1,035,435				1,035,435
Retail square feet owned			1,069,588				1,069,652				1,069,643				1,095,452				639,791
Average occupancy data:
Multifamily properties			83.5	%			78.0	%			77.7	%			78.6	%			82.0	%
Office properties			55.5	%			54.2	%			41.5	%			49.7	%			49.2	%
Retail properties			58.7	%			60.1	%			61.7	%			60.4	%			43.8	%
Total			74.4	%			70.8	%			69.8	%			73.1	%			75.8	%

 

(a)	On April 22, 2010 as a result of the sale of our collateral management rights and responsibilities relating to eight unconsolidated Taberna securitizations with $5.9 billion of assets to an affiliate of Fortress Investment Group, LLC, RAIT’s assets under management were reduced to $4.1 billion.

(b)	CRE Loan Portfolio includes commercial mortgages, mezzanine loans, and preferred equity interests only and does not include other loans. See Note 3-“Investments in Loans” in the Notes to Consolidated Financial Statements for information relating to all loans held by RAIT.

 

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Investors should read the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, or the Annual Report, for a detailed discussion of the following items:

 

•

Credit, capital markets and liquidity risk.

 

•

Interest rate environment.

 

•

Prepayment rates.

 

•

Commercial real estate lack of liquidity and reduced performance.

Our Investment Portfolio

Our consolidated investment portfolio is currently comprised of the following asset classes:

Commercial mortgages, mezzanine loans, other loans and preferred equity interests. We have originated senior long-term mortgage loans, short-term bridge loans, subordinated, or “mezzanine,” financing and preferred equity interests. Our financing is usually “non-recourse.” Non-recourse financing means we look primarily to the assets securing the payment of the loan, subject to certain standard exceptions. We may also engage in recourse financing by requiring personal guarantees from controlling persons of our borrowers. We also acquire existing commercial real estate loans held by banks, other institutional lenders or third-party investors. Where possible, we seek to maintain direct lending relationships with borrowers, as opposed to investing in loans controlled by third party lenders.

The tables below describe certain characteristics of our commercial mortgages, mezzanine loans, other loans and preferred equity interests as of June 30, 2010 (dollars in thousands):

 

		Book Value			Weighted- Average Coupon			Range of Maturities		Number of Loans
Commercial Real Estate (CRE) Loans
Commercial mortgages		$	755,272		6.8	%		Aug. 2010 to Dec. 2020		48
Mezzanine loans			427,734		9.2	%		Aug. 2010 to Nov. 2038		119
Preferred equity interests			95,878		10.6	%		Nov. 2011 to Sep. 2021		24
Total CRE Loans			1,278,884		7.9	%				191
Other loans			109,968		5.0	%		Aug. 2010 to Oct. 2016		7
Total investments in loans		$	1,388,852		7.7	%				198

Due to current economic conditions, we have limited capacity to originate new investments. However, we expect to focus on this asset class when economic conditions improve and as existing loans are repaid.

 

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The charts below describe the property types and the geographic breakdown of our commercial mortgages, mezzanine loans, other loans, and preferred equity interests as of June 30, 2010:

 

(a)	Based on book value.

See “Key Statistics-CRE Loan Portfolio” above for key statistics relating to this portfolio.

Investments in real estate. We generate a return on our real estate investments through rental income and other sources of income from the operations of the real estate underlying our investment. We also benefit from any increase in the value of the real estate in addition to current income. We finance our acquisitions of real estate through a combination of secured mortgage financing provided by financial institutions and existing financing provided by our two CRE loan securitizations. During the six-month period ended June 30, 2010, we acquired $52.7 million of real estate investments upon conversion of $64.0 million of commercial real estate loans, usually subject to retaining the existing financing provided by our two CRE loan securitizations.

The table below describes certain characteristics of our investments in real estate as of June 30, 2010 (dollars in thousands):

 

		Book Value			Average Occupancy			Units / Square Feet / Acres		Number of Properties
Multi-family real estate properties		$	526,701		83.5	%		7,893		32
Office real estate properties			218,207		55.5	%		1,732,626		10
Retail real estate properties			36,432		58.7	%		1,069,588		2
Parcels of land			22,208		—			7.3		3
Total		$	803,548		74.4	%				47

We expect to continue to protect or enhance our risk-adjusted returns by taking control of properties underlying our commercial real estate loans when restructuring or otherwise exercising our remedies regarding loans that become subject to increased credit risks.

 

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The charts below describe the property types and the geographic breakdown of our investments in real estate as of June 30, 2010:

 

(a)	Based on book value.

See “Key Statistics-CRE Property Portfolio” above for key statistics relating to this portfolio.

Investment in debt securities. We have provided REITs and real estate operating companies the ability to raise subordinated debt capital through TruPS and subordinated debentures. TruPS are long-term instruments, with maturities ranging from 5 to 30 years, which are priced based on short-term variable rates, such as the three-month London Inter-Bank Offered Rate, or LIBOR. TruPS are unsecured and generally contain minimal financial and operating covenants. We financed most of our debt securities portfolio in a series of non-recourse securitizations which provided long-dated, interest-only, match funded financing to the TruPS and subordinated debenture investments. As of June 30, 2010, we retained a controlling interest in two securitizations—Taberna VIII and Taberna IX, which are consolidated entities. All of the collateral assets for the debt securities and the related non-recourse CDO financing obligations are presented at fair value in our reported results.

 

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The table below describes our investment in TruPS and subordinated debentures as included in our consolidated financial statements as of June 30, 2010 (dollars in thousands):

 

								Issuer Statistics
Industry Sector		Estimated Fair  Value			Weighted- Average Coupon			Weighted Average Ratio of Debt to Total Capitalization			Weighted Average Interest Coverage Ratio
Commercial Mortgage		$	90,749		2.7	%		66.7	%		2.2	x
Office			138,568		7.8	%		64.0	%		2.2	x
Residential Mortgage			44,122		2.6	%		79.7	%		(0.7	)x
Specialty Finance			69,782		5.1	%		88.0	%		1.7	x
Homebuilders			59,870		7.8	%		62.4	%		2.3	x
Retail			72,557		4.0	%		84.6	%		1.7	x
Hospitality			25,991		6.3	%		75.7	%		0.3	x
Storage			23,957		8.0	%		59.9	%		3.9	x
Total		$	525,596		5.2	%		72.0	%		1.8	x

The chart below describes the equity capitalization of the issuers of the TruPS and subordinated debentures included in our consolidated financial statements as of June 30, 2010:

 

(a)	Based on the most recent information available to management as provided by our TruPS issuers or through public filings.

(b)	Based on estimated fair value.

We have invested, and expect to continue to invest, in CMBS, unsecured REIT notes and other real estate-related debt securities.

Unsecured REIT notes are publicly traded debentures issued by large public reporting REITs and other real estate companies. These debentures generally pay interest semi-annually. These companies are generally rated investment grade by one or more nationally recognized rating agencies.

CMBS generally are multi-class debt or pass-through certificates secured or backed by single loans or pools of mortgage loans on commercial real estate properties. Our CMBS investments may include loans and securities that are rated investment grade by one or more nationally-recognized rating agencies, as well as both unrated and non-investment grade loans and securities.

 

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The table and the chart below describe certain characteristics of our real estate-related debt securities as of June 30, 2010 (dollars in thousands):

 

Investment Description		Estimated Fair  Value			Weighted- Average Coupon			Weighted- Average Years to Maturity		Book Value
Unsecured REIT note receivables		$	60,551		6.6	%		7.7		$	61,000
CMBS receivables			68,408		6.0	%		34.0			158,868
Other securities			27,260		2.9	%		32.3			119,503
Total		$	156,219		4.9	%		28.9		$	339,371

 

(a)	S&P Ratings as of June 30, 2010.

Securitization Summary

Overview. We have used securitizations, mainly through CDOs, to match fund the interest rates and maturities of our assets with the interest rates and maturities of the related financing. This strategy has helped us reduce interest rate and funding risks on our portfolio for the long-term. To finance our investments in the foreseeable future, management will seek to structure match funded financing through reinvesting asset repayments in our existing securitizations, loan participations, bank lines of credit, joint-venture opportunities and other methods that preserve our capital while making investments that generate an attractive return.

CDO Performance. Our CDOs contain interest coverage and overcollateralization triggers, or OC Triggers, that must be met in order for us to receive our subordinated management fees, return on our lower-rated debt and residual equity returns. If the interest coverage or OC Triggers are not met in a given period, then the cash flows are redirected from lower rated tranches and used to repay the principal amounts to the senior tranches of CDO notes payable. These conditions and the re-direction of cash flow continue until the triggers are met by curing the underlying payment defaults, paying down the CDO notes payable or other actions permitted under the relevant CDO indenture.

As of the most recent payment information, our Taberna I, Taberna VIII and Taberna IX CDO securitizations that we manage were not passing their required interest coverage or OC Triggers and we received only senior asset management fees. While events of default do not currently exist in the CDO securitizations that we manage, we are unable to predict with certainty which CDOs, in the future, will experience events of default or which, if any, remedies the appropriate note holders may seek to exercise in the future. All applicable interest coverage and OC Triggers continue to be met for our two commercial real estate CDOs, RAIT I and RAIT II, and we continue to receive all of our management fees, interest and residual returns from these CDOs.

 

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Set forth below is a summary of the CDO investments in our consolidated securitizations as of the most recent payment information is as follows (dollars in millions):

 

•

Taberna VIII—Taberna VIII has $670.1 million of total collateral, of which $121.1 million is defaulted. The current overcollateralization (O/C) test is failing at 87.0% with an O/C trigger of 103.5%. We have invested $133.0 million in this CDO. We do not expect to receive any distributions from this securitization other than our senior management fees for the foreseeable future.

 

•

Taberna IX—Taberna IX has $704.4 million of total collateral, of which $193.0 million is defaulted. The current O/C test is failing at 76.3% with an O/C trigger of 105.4%. We have invested $186.5 million in this CDO. We do not expect to receive any distributions from this securitization other than our senior management fees for the foreseeable future.

 

•

RAIT I—RAIT I has $1.0 billion of total collateral, of which $74.2 million is defaulted. The current O/C test is passing at 118.5% with an O/C trigger of 116.2%. We have invested $236.0 million in this CDO. We are currently receiving all distributions required by the terms of our retained interests in this securitization and are receiving all of our senior collateral management fees.

 

•

RAIT II—RAIT II has $814.7 million of total collateral, of which $25.4 million is defaulted. The current O/C test is passing at 114.0% with an O/C trigger of 111.7%. We have invested $234.7 million in this CDO. We are currently receiving all distributions required by the terms of our retained interests in this securitization and are receiving all of our senior collateral management fees.

Generally, our investments in the subordinated notes and equity securities in our consolidated CDOs are subordinate in right of payment and in liquidation to the senior notes issued by the CDOs. We may also own common shares, or the non-economic residual interest, in certain of the entities above.

Assets Under Management

We use assets under management, or AUM, as a tool to measure our financial and operating performance. The following defines this measure and describes its relevance to our financial and operating performance:

Assets under management represents the total assets that we own or are managing for third parties. While not all AUM generates fee income, it is an important operating measure to gauge our asset growth, volume of originations, size and scale of our operations and our financial performance. AUM includes our total investment portfolio and assets associated with unconsolidated CDOs for which we derive asset management fees.

The table below summarizes our assets under management as of June 30, 2010 and December 31, 2009 (dollars in thousands):

 

		Assets Under Management at June 30, 2010			Assets Under Management at December 31, 2009
Commercial real estate portfolio (1)		$	2,053,613		$	2,084,685
European portfolio (2)			—			1,858,578
U.S. TruPS portfolio (3)			1,960,256			6,162,790
Other investments			687			777
Total		$	4,014,556		$	10,106,830

 

(1)

As of June 30, 2010 and December 31, 2009, our commercial real estate portfolio was comprised of $1.2 billion and $1.2 billion, respectively, of assets collateralizing RAIT I and RAIT II, $803.5 million and $738.2 million, respectively, of investments in real estate and $70.2 million and $106.6 million, respectively, of commercial mortgages, mezzanine loans and preferred equity interests that were not securitized.

(2)

Our European portfolio as of December 31, 2009 was comprised of assets collateralizing Taberna Europe I and Taberna Europe II. On April 22, 2010 as a result of the sale of our collateral management rights and responsibilities relating to eight unconsolidated Taberna securitizations to an affiliate of Fortress Investment Group, LLC, RAIT’s assets under management were reduced by $5.9 billion.

(3)

Our U.S. TruPS portfolio as of December 31, 2009 was comprised of assets collateralizing Taberna I through Taberna IX, and includes TruPS and subordinated debentures, unsecured REIT note receivables, CMBS receivables, other securities, commercial mortgages and mezzanine loans. On April 22, 2010 as a result of the sale of our collateral management rights and responsibilities relating to eight unconsolidated Taberna securitizations to an affiliate of Fortress Investment Group, LLC, RAIT’s assets under management were reduced by $5.9 billion.

 

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REIT Taxable Income

To qualify as a REIT, we are required to make annual distributions to our shareholders in an amount at least equal to 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. In addition, to avoid certain U.S. federal excise taxes, we are required to make distributions to our shareholders in an amount at least equal to 90% of our REIT taxable income for each year. Because we expect to make distributions based on the foregoing requirements, and not based on our earnings computed in accordance with GAAP, we expect that our distributions may at times be more or less than our reported earnings as computed in accordance with GAAP.

Our board of trustees monitors RAIT’s REIT taxable income, and under its policy, will determine dividends when a full year of REIT taxable income is available. The board intends to declare a dividend, if any, in at least the amount necessary to meet RAIT’s annual distribution requirements. The board will also consider the composition of any common dividends declared, including the option of paying a portion in cash and the balance in additional common shares. Generally, dividends payable in stock are not treated as dividends for purposes of the deduction for dividends, or as taxable dividends to the recipient. However, the Internal Revenue Service, in Revenue Procedure 2010-12, has given guidance with respect to certain stock distributions by publicly traded REITS. That Revenue Procedure applies to distributions made on or after January 1, 2008 and declared with respect to a taxable year ending on or before December 31, 2011. It provides that publicly-traded REITs can distribute stock (common shares in our case) to satisfy their REIT distribution requirements if stated conditions are met. These conditions include that at least 10% of the aggregate declared distributions be paid in cash and that the shareholders be permitted to elect whether to receive cash or stock, subject to the limit set by the REIT on the cash to be distributed in the aggregate to all shareholders. The board expects to continue to review and determine the dividends on RAIT’s preferred shares on a quarterly basis.

Total taxable income and REIT taxable income are non-GAAP financial measurements, and do not purport to be an alternative to reported net income determined in accordance with GAAP as a measure of operating performance or to cash flows from operating activities determined in accordance with GAAP as a measure of liquidity. Our total taxable income represents the aggregate amount of taxable income generated by us and by our domestic and foreign TRSs. REIT taxable income is calculated under U.S. federal tax laws in a manner that, in certain respects, differs from the calculation of net income pursuant to GAAP. REIT taxable income excludes the undistributed taxable income of our domestic TRSs, which is not included in REIT taxable income until distributed to us. Subject to TRS value limitations, there is no requirement that our domestic TRSs distribute their earnings to us. REIT taxable income, however, generally includes the taxable income of our foreign TRSs because we will generally be required to recognize and report our taxable income on a current basis. Since we are structured as a REIT and the Internal Revenue Code requires that we distribute substantially all of our net taxable income in the form of distributions to our shareholders, we believe that presenting the information management uses to calculate our net taxable income is useful to investors in understanding the amount of the minimum distributions that we must make to our shareholders so as to comply with the rules set forth in the Internal Revenue Code. Because not all companies use identical calculations, this presentation of total taxable income and REIT taxable income may not be comparable to other similarly titled measures as determined and reported by other companies.

 

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The table below reconciles the differences between reported net income (loss) total taxable income (loss) and estimated REIT taxable income (loss) for the three-month and six-month periods ended June 30, 2010 and 2009 (dollars in thousands):

 

		For the Three-Month Periods Ended June 30								For the Six-Month Periods Ended June 30
		2010				2009				2010				2009
Net income (loss), as reported		$	25,376			$	(289,261	)		$	59,829			$	(437,675	)
Add (deduct):
Provision for losses			7,644				66,096				24,994				185,600
Charge-offs on allowance for losses			(5,795	)			(53,831	)			(32,931	)			(119,256	)
Domestic TRS book-to-total taxable income differences:
Income tax (benefit) provision			96				693				143				657
Stock compensation, forfeitures and other temporary tax differences			—				423				98				(934	)
Capital loss carry-forward offsetting capital gains			(7,938	)			—				(7,938	)			—
Asset impairments			—				46,015				—				46,015
Capital losses not offsetting capital gains and other temporary tax differences			—				313,808				—				313,808
Change in fair value of financial instruments, net of noncontrolling interests (1)			(4,446	)			(100,157	)			(20,883	)			(13,810	)
Amortization of intangible assets			168				352				523				667
CDO investments aggregate book-to-taxable income differences (2)			(12,431	)			(18,436	)			(26,303	)			(37,555	)
Accretion of (premiums) discounts			—				(106	)			—				(211	)
Other book to tax differences			859				(1,076	)			2,632				57
Total taxable income (loss)			3,533				(35,480	)			164				(62,637	)
Less: Taxable income attributable to domestic TRS entities			2,912				(5,654	)			1,846				(6,641	)
Plus: Dividends paid by domestic TRS entities			3,500				5,000				8,500				5,000
Less: Deductible preferred dividends			(3,415	)			(3,415	)			(6,821	)			(6,821	)
Estimated REIT taxable income (loss)(3)		$	6,530			$	(39,549	)		$	3,689			$	(71,099	)

 

(1)	Change in fair value of financial instruments is reported net of allocation to noncontrolling interests of $(8,800) and $(22,258) for the three-month and six-month periods ended June 30, 2009, respectively.

(2)

Amounts reflect the aggregate book-to-taxable income differences and are primarily comprised of (a) unrealized gains on interest rate hedges within CDO entities that Taberna consolidated, (b) amortization of original issue discounts and debt issuance costs and (c) differences in tax year-ends between Taberna and its CDO investments.

(3)	As of December 31, 2009, RAIT has an estimated tax net operating loss carry-forward of approximately $19.0 million that may be used to offset its REIT taxable income in the future.

Results of Operations

Three-Month Period Ended June 30, 2010 Compared to the Three-Month Period Ended June 30, 2009

Revenue

Investment interest income. Investment interest income decreased $91.2 million, or 70.0%, to $39.2 million for the three-month period ended June 30, 2010 from $130.4 million for the three-month period ended June 30, 2009. This net decrease was primarily attributable to decreases in interest income of: $33.0 million resulting from the disposition of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations in June 2009 and $48.0 million resulting from the disposition of the residential mortgage portfolio in July 2009. The remaining decrease primarily resulted from $391.5 million in total principal amount of investments on non-accrual status as of June 30, 2010 compared to $299.9 million as of June 30, 2009, $237.8 million of commercial real estate loans that were converted to owned real estate since June 30, 2009 and the reduction in short-term LIBOR of approximately 0.3% during the three-month period ended June 30, 2010 compared to the three-month period ended June 30, 2009.

Investment interest expense. Investment interest expense decreased $68.7 million, or 74.7%, to $23.2 million for the three-month period ended June 30, 2010 from $91.9 million for the three-month period ended June 30, 2009. This net decrease was primarily attributable to decreases in interest expense of: $18.6 million resulting from the disposition of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations in June 2009 and $44.2 million resulting from the disposition of the residential mortgage portfolio in July 2009. The remaining decrease is primarily attributable to repurchases of $172.8 million of our convertible senior notes since June 30, 2009, net of additional interest cost incurred for the issuance of new debt instruments associated therewith, and the effect on our floating rate indebtedness from the reduction in short-term LIBOR of approximately 0.3% during the three-month period ended June 30, 2010 compared to the three-month period ended June 30, 2009.

 

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Rental income. Rental income increased $6.7 million, or 49.0%, to $20.3 million for the three-month period ended June 30, 2010 from $13.6 million for the three-month period ended June 30, 2009. This increase was primarily attributable to: $5.0 million resulting from 14 new properties, with direct real estate investments of $207.5 million, acquired or consolidated since June 30, 2009, $0.5 million resulting from a full quarter of operations at seven properties acquired or consolidated during the three-month period ended June 30, 2009 and $1.2 million resulting from increased occupancy at properties acquired or consolidated prior to April 1, 2009. Occupancy increased 3.4% to 78.5% as of June 30, 2010 from 75.1% as of June 30, 2009 for properties acquired or consolidated prior to April 1, 2009.

Fee and other income. Fee and other income decreased $5.2 million, or 59.5%, to $3.5 million for the three-month period ended June 30, 2010 from $8.7 million for the three-month period ended June 30, 2009. Fee income from our restructuring advisory services decreased $4.5 million for the three-month period ended June 30, 2010 compared to the three-month period ended June 30, 2009 and asset management fees decreased $1.4 million due to the sale or delegation of our collateral management rights and responsibilities relating to eight Taberna securitizations during April 2010. We generated $0.8 million of riskless principal trade income through our broker-dealer during the three-month period ended June 30, 2010.

Expenses

Real estate operating expense. Real estate operating expense increased $5.2 million, or 46.8%, to $16.3 million for the three-month period ended June 30, 2010 from $11.1 million for the three-month period ended June 30, 2009. This increase was primarily attributable to: $4.5 million resulting from 14 new properties, with direct real estate investments of $207.5 million, acquired or consolidated since June 30, 2009, $0.2 million resulting from a full three months of operations at seven properties acquired or consolidated during the three-month period ended June 30, 2009 and $0.5 million of higher operating expenses from properties acquired or consolidated prior to April 1, 2009.

Compensation expense. Compensation expense increased $0.9 million, or 14.3%, to $6.9 million for the three-month period ended June 30, 2010 from $6.0 million for the three-month period ended June 30, 2009. This increase was primarily due to an increase of $0.5 million of compensation costs associated with the property management activities that were acquired in May 2009 and $0.9 million due to the expansion of our broker-dealer and advisory activities offset by $0.5 million of lower bonus expense.

General and administrative expense. General and administrative expense increased $0.1 million, or 1.8%, to $5.4 million for the three-month period ended June 30, 2010 from $5.3 million for the three-month period ended June 30, 2009. This increase is primarily due to our property management activities that we acquired in May 2009 and the expansion of our broker-dealer and advisory activities.

Provision for losses. The provision for losses relates to our investments in our commercial mortgage loan and residential mortgage portfolios. The provision for losses decreased by $58.5 million, or 88.4%, to $7.6 million for the three-month period ended June 30, 2010 from $66.1 million for the three-month period ended June 30, 2009. This decrease was primarily attributable to $38.8 million of provision for losses related to our residential mortgage portfolio during the three-month period ended June 30, 2009 which was disposed during July 2009. Subsequent to June 30, 2009, we have transitioned 14 loans to real estate owned properties, with direct real estate investments of $207.5 million and realized losses of $30.3 million when these loans were converted from impaired loans to owned real estate. While we believe we have properly reserved for the probable losses in our portfolio, we continually monitor our portfolio for evidence of loss and accrue additional provisions for loan losses as circumstances or conditions change.

Asset impairments. For the three-month period ended June 30, 2009, we recorded asset impairments totaling $46.0 million that were associated with available-for-sale securities for which we did not elect the fair value option. In making this determination, management considered the estimated fair value of the investments in relation to our cost bases, the financial condition of the related entity and our intent and ability to hold the investments for a sufficient period of time to recover our investments. For the identified investments, management believes full recovery is not likely and wrote down the investments to their current recovery value, or estimated fair value.

Depreciation expense. Depreciation expense increased $1.9 million, or 33.1%, to $7.5 million for the three-month period ended June 30, 2010 from $5.6 million for the three-month period ended June 30, 2009. This increase was primarily attributable to 14 new properties, with direct real estate investments of $207.5 million, acquired or consolidated since June 30, 2009 as well as increased depreciation of furniture and fixtures we added since June 30, 2009.

Amortization of intangible assets. Intangible amortization represents the amortization of intangible assets acquired from Taberna on December 11, 2006 and Jupiter Communities on May 1, 2009. Amortization expense decreased $0.2 million, or 52.3%, to $0.2 million for the three-month period ended June 30, 2010 from $0.4 million for the three-month period ended June 30, 2009. This decrease resulted from a $6.2 million charge-off to net intangible assets in connection with the sale or delegation of our collateral management rights and responsibilities relating to eight Taberna securitizations during April 2010.

 

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Other Income (Expense)

Gains (losses) on sale of assets. Gains on sale of assets were $7.7 million during the three-month period ended June 30, 2010. The gains on sale of assets are primarily attributable to the sale or delegation of our collateral management rights and responsibilities relating to eight Taberna securitizations to an affiliate of certain funds managed by an affiliate of Fortress Investment Group LLC for $16.5 million. These securitizations were not consolidated by us and were comprised of Taberna Preferred Funding II, Ltd. through Taberna Preferred Funding VII, Ltd., Taberna Europe CDO I, P.L.C., and Taberna Europe CDO II, P.L.C. This transaction generated a $7.9 million gain on sale of assets.

Gains on extinguishment of debt. Gains on extinguishment of debt during the three-month period ended June 30, 2010 are attributable to the repurchase of $20.0 million in aggregate principal amount of convertible senior notes and $13.5 million in aggregate principal amount of CDO notes payable. The aggregate debt was repurchased from the market for 5,040,000 of our common shares and $4.7 million of cash. As a result of these repurchases, we recorded gains on extinguishment of debt of $17.2 million.

Losses on deconsolidation of VIEs. Losses on deconsolidation of VIEs are attributable to the deconsolidation of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations. On June 25, 2009, we sold all of our equity interests and a portion of our non-investment grade debt that we owned in these four securitizations and concluded that we are no longer the primary beneficiary of the securitizations and, therefore, we deconsolidated the securitizations in accordance with FASB ASC Topic 810, “Consolidation”. We recorded losses on deconsolidation of VIEs of $313.8 million for the three-month period ended June 30, 2009.

Change in fair value of financial instruments. The change in fair value of financial instruments pertains to the majority of our assets within our investments in securities and any related CDO notes payable and derivative instruments used to finance such assets. During the three-month periods ended June 30, 2010 and 2009, the fair value adjustments we recorded were as follows (dollars in thousands):

 

Description		For  the Three-Month Period Ended June 30, 2010				For  the Three-Month Period Ended June 30, 2009
Change in fair value of trading securities and security-related receivables		$	35,256			$	8,651
Change in fair value of CDO notes payable, trust preferred obligations and other liabilities			5,046				69,005
Change in fair value of derivatives			(35,856	)			13,701
Change in fair value of financial instruments		$	4,446			$	91,357

Six-Month Period Ended June 30, 2010 Compared to the Six-Month Period Ended June 30, 2009

Revenue

Investment interest income. Investment interest income decreased $201.0 million, or 71.4%, to $80.5 million for the six-month period ended June 30, 2010 from $281.5 million for the six-month period ended June 30, 2009. This net decrease was primarily attributable to decreases in interest income of: $80.1 million resulting from the disposition of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations in June 2009 and $97.9 million resulting from the disposition of the residential mortgage portfolio in July 2009. The remaining decrease primarily resulted from $391.5 million in total principal amount of investments on non-accrual status as of June 30, 2010 compared to $299.9 million as of June 30, 2009, $237.8 million of commercial real estate loans that were converted to owned real estate since June 30, 2009 and the reduction in short-term LIBOR of approximately 0.6% during the six-month period ended June 30, 2010 compared to the six-month period ended June 30, 2009.

Investment interest expense. Investment interest expense decreased $148.1 million, or 76.0%, to $46.8 million for the six-month period ended June 30, 2010 from $194.9 million for the six-month period ended June 30, 2009. This net decrease was primarily attributable to decreases in interest expense of: $43.6 million resulting from the disposition of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations in June 2009 and $91.1 million resulting from the disposition of the residential mortgage portfolio in July 2009. The remaining decrease is primarily attributable to repurchases of $172.8 million of our convertible senior notes since June 30, 2009, net of additional interest cost incurred for the issuance of new debt instruments associated therewith, and the effect on our floating rate indebtedness from the reduction in short-term LIBOR of approximately 0.6% during the six-month period ended June 30, 2010 compared to the six-month period ended June 30, 2009.

Rental income. Rental income increased $14.9 million, or 62.3%, to $38.8 million for the six-month period ended June 30, 2010 from $23.9 million for the six-month period ended June 30, 2009. This increase was primarily attributable to: $8.9 million resulting from 14 new properties, with direct real estate investments of $207.5 million, acquired or consolidated since June 30, 2009, $3.8 million resulting from a full six months of operations in 2010 at 18 properties acquired or consolidated during the six-month period

 

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ended June 30, 2009 and $2.2 million resulting from increased occupancy at properties acquired or consolidated prior to January 1, 2009. Occupancy increased 1.2% to 79.2% as of June 30, 2010 from 78.0% as of June 30, 2009 for properties acquired or consolidated prior to January 1, 2009.

Fee and other income. Fee and other income increased $0.9 million, or 7.4%, to $12.4 million for the six-month period ended June 30, 2010 from $11.5 million for the six-month period ended June 30, 2009. Property management fees and reimbursement income associated with the property management activities that we acquired in May 2009 increased $1.9 million during the six-month period ended June 30, 2010 compared to the six-month period ended June 30, 2009. We generated $1.0 million of riskless principal trade income through our broker-dealer during the six-month period ended June 30, 2010. Fee income from our restructuring advisory services decreased $1.1 million for the six-month period ended June 30, 2010 compared to the six-month period ended June 30, 2009 and asset management fees decreased $0.9 million due to the sale or delegation of our collateral management rights and responsibilities relating to eight Taberna securitizations during April 2010.

Expenses

Real estate operating expense. Real estate operating expense increased $9.6 million, or 45.9%, to $30.5 million for the six-month period ended June 30, 2010 from $20.9 million for the six-month period ended June 30, 2009. This increase was primarily attributable to: $7.8 million resulting from 14 new properties, with direct real estate investments of $207.5 million, acquired or consolidated since June 30, 2009, $2.2 million resulting from a full six months of operations at 18 properties acquired or consolidated during the six-month period ended June 30, 2009 offset by $0.4 million of lower operating expenses from properties acquired or consolidated prior to January 1, 2009.

Compensation expense. Compensation expense increased $3.2 million, or 28.1%, to $14.9 million for the six-month period ended June 30, 2010 from $11.7 million for the six-month period ended June 30, 2009. This increase was primarily due to an increase of $2.4 million of compensation costs associated with the property management activities that were acquired in May 2009 and $1.6 million due to the expansion of our broker-dealer and advisory activities offset by $0.6 million of lower bonus expense.

General and administrative expense. General and administrative expense increased $0.8 million, or 7.6%, to $10.3 million for the six-month period ended June 30, 2010 from $9.5 million for the six-month period ended June 30, 2009. This increase is primarily due to our property management activities that we acquired in May 2009 and the expansion of our broker-dealer and advisory activities.

Provision for losses. The provision for losses relates to our investments in our commercial mortgage loan and residential mortgage portfolios. The provision for losses decreased by $160.6 million, or 86.5%, to $25.0 million for the six-month period ended June 30, 2010 from $185.6 million for the six-month period ended June 30, 2009. This decrease was primarily attributable to $96.7 million of provision for losses related to our residential mortgage portfolio during the six-month period ended June 30, 2009 which was disposed during July 2009. Subsequent to June 30, 2009, we have transitioned 14 loans to real estate owned properties, with direct real estate investments of $207.5 million and realized losses of $30.3 million when these loans were converted from impaired loans to owned real estate. While we believe we have properly reserved for the probable losses in our portfolio, we continually monitor our portfolio for evidence of loss and accrue additional provisions for loan losses as circumstances or conditions change.

Asset impairments. For the six-month period ended June 30, 2009, we recorded asset impairments totaling $46.0 million that were associated with certain investments in loans and available-for-sale securities for which we did not elect the fair value option. In making this determination, management considered the estimated fair value of the investments in relation to our cost bases, the financial condition of the related entity and our intent and ability to hold the investments for a sufficient period of time to recover our investments. For the identified investments, management believes full recovery is not likely and wrote down the investments to their current recovery value, or estimated fair value.

Depreciation expense. Depreciation expense increased $4.3 million, or 44.2%, to $13.9 million for the six-month period ended June 30, 2010 from $9.6 million for the six-month period ended June 30, 2009. This increase was primarily attributable to 14 new properties, with direct real estate investments of $207.5 million, acquired or consolidated since June 30, 2009 as well as increased depreciation of furniture and fixtures we added since June 30, 2009.

Amortization of intangible assets. Intangible amortization represents the amortization of intangible assets acquired from Taberna on December 11, 2006 and Jupiter Communities on May 1, 2009. Amortization expense decreased $0.2 million, or 21.6%, to $0.5 million for the six-month period ended June 30, 2010 from $0.7 million for the six-month period ended June 30, 2009. This decrease resulted from a $6.2 million charge-off to net intangible assets in connection with the sale of our collateral management rights in eight Taberna securitizations during April 2010.

 

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Other Income (Expense)

Gains (losses) on sale of assets. Gains on sale of assets were $11.6 million during the six-month period ended June 30, 2010. The gains on sale of assets are primarily attributable to the sale or delegation of our collateral management rights and responsibilities relating to eight Taberna securitizations to an affiliate of certain funds managed by an affiliate of Fortress Investment Group LLC for $16.5 million. These securitizations were not consolidated by us and were comprised of Taberna Preferred Funding II, Ltd. through Taberna Preferred Funding VII, Ltd., Taberna Europe CDO I, P.L.C., and Taberna Europe CDO II, P.L.C. This transaction generated a $7.9 million gain on sale of assets. In addition, we disposed of $11.4 million in total principal amount of unsecured REIT note receivables in our CRE securitizations and recorded a gain of $3.8 million.

Gains on extinguishment of debt. Gains on extinguishment of debt during the six-month period ended June 30, 2010 are attributable to the repurchase of $74.5 million in aggregate principal amount of convertible senior notes and $16.5 million in aggregate principal amount of CDO notes payable. The aggregate debt was repurchased from the market for 8,190,000 of our common shares, the issuance of a $22.0 million senior secured convertible note and $12.0 million of cash. As a result of these repurchases, we recorded gains on extinguishment of debt of $37.0 million.

Losses on deconsolidation of VIEs. Losses on deconsolidation of VIEs are attributable to the deconsolidation of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations. On June 25, 2009, we sold all of our equity interests and a portion of our non-investment grade debt that we owned in these four securitizations and concluded that we are no longer the primary beneficiary of the securitizations and, therefore, we deconsolidated the securitizations in accordance with FASB ASC Topic 810, “Consolidation”. We recorded losses on deconsolidation of VIEs of $313.8 million for the six-month period ended June 30, 2009.

Change in fair value of financial instruments. The change in fair value of financial instruments pertains to the majority of our assets within our investments in securities and any related CDO notes payable and derivative instruments used to finance such assets. During the six-month periods ended June 30, 2010 and 2009, the fair value adjustments we recorded were as follows (dollars in thousands):

 

Description		For  the Six-Month Period Ended June 30, 2010				For the Six-Month Period Ended June 30, 2009
Change in fair value of trading securities and security-related receivables		$	82,998			$	(182,036	)
Change in fair value of CDO notes payable, trust preferred obligations and other liabilities			(8,445	)			151,594
Change in fair value of derivatives			(53,670	)			21,994
Change in fair value of financial instruments		$	20,883			$	(8,448	)

Discontinued operations. Income from discontinued operations increased $2.5 million to a gain of $0.3 million for the six-month period ended June 30, 2010 compared to a loss of $2.2 million for the six-month period ended June 30, 2009. The increase is primarily attributable to one property that was sold during March 2010 for which we recorded a gain of $0.3 million and a $2.1 million loss on a VIE that was deconsolidated in March 2009.

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain investments, pay distributions and other general business needs. The disruption in the credit markets has reduced our liquidity and capital resources, limited our ability to originate new investments and has generally increased the cost of any new sources of liquidity over historical levels. Due to current market conditions, the cash flow to us from a number of the securitizations we sponsored has been reduced or eliminated and we do not expect to sponsor new securitizations to provide us with long-term financing for the foreseeable future. We are seeking to expand our use of secured lines of credit while developing other financing resources that will permit us to originate or acquire new investments generating attractive returns while preserving our capital, such as loan participations and joint venture financing arrangements.

Our consolidated securitizations collateralized by U.S. commercial real estate loans, RAIT I and RAIT II, continue to perform and make distributions on our retained interests and pay us management fees. In addition, restricted cash in these securitizations from repayment of underlying loans and other sources can be used to make new investments held by those securitizations. RAIT I and RAIT II are our primary source of cash from our operations. While our consolidated securitizations collateralized by trust preferred securities, or TruPS, Taberna VIII and Taberna IX, are currently failing several of their respective over-collateralization tests, we continue to receive our senior management fees from these securitizations. We continue to explore strategies to generate liquidity from our investments in real estate and our investments in debt securities as we seek to focus on our commercial real estate lending platform.

 

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We believe our available cash and restricted cash balances, other financing arrangements, and cash flows from operations will be sufficient to fund our liquidity requirements for the next 12 months. Should our liquidity needs exceed our available sources of liquidity, we believe that our assets could be sold directly to raise additional cash. We may not be able to obtain additional financing when we desire to do so, or may not be able to obtain desired financing on terms and conditions acceptable to us. If we fail to obtain additional financing, our ability to maintain or grow our business will be constrained.

Our primary cash requirements are as follows:

 

•

to make investments and fund the associated costs;

 

•

to repay our indebtedness, including repurchasing or retiring our debt before it becomes due;

 

•

to pay our expenses, including compensation to our employees;

 

•

to pay U.S. federal, state, and local taxes of our TRSs;

 

•

to repurchase our common shares; and

 

•

to distribute a minimum of 90% of our REIT taxable income and to make investments in a manner that enables us to maintain our qualification as a REIT.

We intend to meet these liquidity requirements primarily through the following:

 

•

the use of our cash and cash equivalent balances of $28.9 million as of June 30, 2010;

 

•

cash generated from operating activities, including net investment income from our investment portfolio, and fee income generated by our vertically integrated commercial real estate platform;

 

•

proceeds from the sales of assets;

 

•

proceeds from future borrowings; and

 

•

proceeds from future offerings of our common and preferred shares, including our COD sales agreement, SEDA and DRSPP Plan.

Our two commercial real estate securitized financing arrangements, RAIT I and RAIT II, include a revolving credit option that allows us to repay the AAA rated debt tranches totaling $475.0 million as loan repayments occur, and then draw up to the available committed amounts through the fifth anniversary of each financing in 2011 and 2012. At June 30, 2010, these revolvers are fully utilized and have no additional capacity. We also have $58.6 million of restricted cash in RAIT I and RAIT II available to invest in qualifying commercial loans as of June 30, 2010, subject to $31.1 million of future funding commitments and borrowing requirements.

Cash Flows

As of June 30, 2010 and 2009, we maintained cash and cash equivalents of approximately $28.9 million and $40.9 million, respectively. Our cash and cash equivalents were generated from the following activities (dollars in thousands):

 

		For the Six-Month  Periods Ended June 30
		2010				2009
Cash flow from operating activities		$	2,839			$	47,009
Cash flow from investing activities			34,024				242,543
Cash flow from financing activities			(32,953	)			(276,1658	)
Net change in cash and cash equivalents			3,910				13,387
Cash and cash equivalents at beginning of period			25,034				27,463
Cash and cash equivalents at end of period		$	28,944			$	40,850

Our principal source of cash flow is historically from our investing activities. The cash inflow from our investing activities primarily resulted from $22.5 million in principal repayments on loans and investments during the six-month period ended June 30, 2010 as compared to $259.3 million during the six-month period ended June 30, 2009. In addition, we received $14.6 million during the six-month period ended June 30, 2010 for proceeds from the sale of other securities and $16.2 million in net proceeds from the sale of collateral management rights. We did not receive any proceeds from these investing activities during the six-month period ended June 30, 2009.

Our decreased cash inflow from operating activities is primarily due to the disposition of the Taberna III, Taberna IV, Taberna VI, and Taberna VII securitizations in June 2009 and from the disposition of the residential mortgage portfolio in July 2009.

 

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The cash outflow from financing activities was driven by repurchases of convertible notes of $10.5 million, repayments on secured credit facilities and other indebtedness of $11.6 million, and repurchases of CDO notes payable of $8.2 million for the six-month periods ended June 30, 2010. These outflows were offset by proceeds from common share issuances of $4.4 million for the six-month period ended June 30, 2010. The improvement in our cash flow from financing activities during the six-month period ended June 30, 2010 as compared to the six-month period ended June 30, 2009 is primarily due to a reduction in the repayments on residential mortgage-backed securities, $223.3 million during the six-month period ended June 30, 2009, as we sold this portfolio in July 2009.

Capitalization

We maintain various forms of short-term and long-term financing arrangements. Generally, these financing agreements are collateralized by assets within CDOs or mortgage securitizations. The following table summarizes our total recourse and non-recourse indebtedness as of June 30, 2010:

 

Description		Unpaid Principal Balance			Carrying Amount			Weighted- Average Interest Rate			Contractual Maturity
Recourse indebtedness:
Convertible senior notes (1)		$	171,863		$	171,632		6.9	%		Apr. 2027
Secured credit facilities			41,036			41,036		4.7	%		Feb. 2011 to Dec. 2011
Senior secured notes			63,950			63,950		11.7	%		Apr. 2014
Loans payable on real estate			22,513			22,513		4.9	%		Apr. 2012 to Sept. 2012
Junior subordinated notes, at fair value (2)			38,052			17,003		9.2	%		Dec. 2015 to Mar. 2035
Junior subordinated notes, at amortized cost			25,100			25,100		7.7	%		Apr. 2037
Total recourse indebtedness			362,514			341,234		7.6	%
Non-recourse indebtedness:
CDO notes payable, at amortized cost (3)(4)			1,380,250			1,380,250		0.8	%		2045 to 2046
CDO notes payable, at fair value (2)(3)(5)			1,178,663			148,604		1.0	%		2037 to 2038
Loans payable on real estate			73,451			73,451		5.7	%		Aug. 2010 to Aug. 2016
Total non-recourse indebtedness			2,632,364			1,602,305		1.0	%
Total indebtedness		$	2,994,878		$	1,943,539		1.8	%

 

(1)	Our convertible senior notes are redeemable, at the option of the holder, in April 2012, April 2017, and April 2022.

(2)	Relates to liabilities which we elected to record at fair value under FASB ASC Topic 825.

(3)	Excludes CDO notes payable purchased by us which are eliminated in consolidation.

(4)

Collateralized by $1.8 billion principal amount of commercial mortgages, mezzanine loans, other loans and preferred equity interests. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors.

(5)

Collateralized by $1.4 billion principal amount of investments in securities and security-related receivables and loans, before fair value adjustments. The fair value of these investments as of June 30, 2010 was $906.1 million. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors.

Recourse indebtedness refers to indebtedness that is recourse to our general assets, including the loans payable on real estate that are guaranteed by RAIT or RAIT Partnership. As indicated in the table above, our consolidated financial statements include recourse indebtedness of $341.2 million as of June 30, 2010. Non-recourse indebtedness consists of indebtedness of consolidated VIEs (i.e. CDOs and other securitization vehicles) and loans payable on real estate which is recourse only to specific assets pledged as collateral to the lenders. The creditors of each consolidated VIE have no recourse to our general credit.

The current status or activity in our financing arrangements occurring as of or during the six-month period ended June 30, 2010 is as follows:

Recourse Indebtedness

Convertible senior notes. During the six-month period ended June 30, 2010, we repurchased $74.5 million in aggregate principal amount of our 6.875% Convertible Senior Notes due 2027, or the convertible senior notes, for a total consideration of $50.0 million. The purchase price consisted of $10.2 million in cash, the issuance of 8.2 million common shares, and the issuance of a $22.0 million 10.0% Senior Secured Convertible Note due April 2014, or the senior secured convertible note. See “Senior Secured Convertible Note” below. As a result of these transactions, we recorded gains on extinguishment of debt of $22.3 million, net of deferred financing costs and unamortized discounts that were written off.

 

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On July 19, 2010, we repurchased $10.0 million in aggregate principal amount of our convertible senior notes for a total consideration consisting of the issuance of 3.3 million common shares and a cash payment of $0.5 million. We recorded a gain on the extinguishment of debt of $2.1 million, net of deferred financing costs and unamortized discounts that were written off.

Secured credit facilities. As of June 30, 2010, we have borrowed an aggregate amount of $41.0 million under three secured credit facilities, each with a different bank. All of our secured credit facilities are secured by designated commercial mortgages and mezzanine loans. As of June 30, 2010, the first secured credit facility had an unpaid principal balance of $20.9 million which is payable in December 2011 under the current terms of this facility. As of June 30, 2010, the second secured credit facility had an unpaid principal balance of $16.2 million which is payable in October 2011 under the current terms of this facility. As of June 30, 2010, the third secured credit facility had an unpaid principal balance of $4.0 million. We are amortizing this balance with monthly principal repayments of $0.5 million which will result in the full repayment of this credit facility by February 2011.

Senior secured convertible note. On March 25, 2010, pursuant to a securities exchange agreement, we acquired from a noteholder $47.0 million aggregate principal amount of our convertible senior notes for a total consideration of $31.2 million. The purchase price consisted of (a) our issuance of the $22.0 million senior secured convertible note, (b) 1.5 million common shares issued, and (c) $6.0 million in cash. The senior secured convertible note is convertible into our common shares at the option of the holder. The conversion price is $3.50 per common share and the senior secured convertible note may be converted at any time during its term. We also paid $1.4 million of accrued and unpaid interest on the convertible notes through March 25, 2010. The holder of the senior secured convertible note converted $1.1 million principal amount of the senior secured convertible note into 0.3 million common shares effective May 5, 2010.

The senior secured convertible note bears interest at a rate of 10.0% per year. Interest accrues from March 25, 2010 and will be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning July 15, 2010. The senior secured convertible note matures on April 20, 2014 unless previously prepaid in accordance with its terms prior to such date. The senior secured convertible note is fully and unconditionally guaranteed by two wholly-owned subsidiaries of RAIT, or the guarantors: RAIT Asset Holdings III Member, LLC, or RAHM3, and RAIT Asset Holdings III, LLC, or RAH3. RAHM3 is the sole member of RAH3 and has pledged the equity of RAH3 to secure its guarantee. RAH3’s assets consist of certain CDO notes payable issued by RAIT’s consolidated securitization, RAIT Preferred Funding II, LTD.

The maturity date of the senior secured convertible note may be accelerated upon the occurrence of specified customary events of default, the satisfaction of any related notice provisions and the failure to remedy such event of default, where applicable. These events of default include: RAIT’s failure to pay any amount of principal or interest on the senior secured convertible note when due; the failure of RAIT or any guarantor to perform any obligation on its or their part in any transaction document; and events of bankruptcy, insolvency or reorganization affecting RAIT or any guarantor.

Non-Recourse Indebtedness

CDO notes payable, at amortized cost. CDO notes payable at amortized cost represent notes issued by consolidated CDO entities which are used to finance the acquisition of unsecured REIT notes, CMBS securities, commercial mortgages, mezzanine loans, and other loans in our commercial real estate portfolio. Generally, CDO notes payable are comprised of various classes of notes payable, with each class bearing interest at variable or fixed rates. Both of our CRE CDOs are meeting all of their interest coverage and OC Trigger tests as of June 30, 2010.

During the six-month period ended June 30, 2010, we repurchased, from the market, a total of $16.5 million in aggregate principal amount of CDO notes payable issued by RAIT II. The aggregate purchase price was $1.8 million and we recorded a gain on extinguishment of debt of $14.7 million.

CDO notes payable, at fair value. Both of our Taberna consolidated CDOs are failing OC Trigger tests which cause a change to the priority of payments to the debt and equity holders of the respective securitizations. Upon the failure of an OC Trigger test, the indenture of each CDO requires cash flows that would otherwise have been distributed to us as equity distributions, or in some cases interest payments on our retained CDO notes payable, to be used to pay down sequentially the outstanding principal balance of the most senior note holders. The OC Trigger test failures are due to defaulted collateral assets and credit risk securities. During the six-month period ended June 30, 2010, $6.4 million of cash flows were re-directed from our retained interests in these CDOs and were used to repay the most senior holders of our CDO notes payable.

Equity Financing.

Preferred Shares

On January 26, 2010, our board of trustees declared first quarter 2010 cash dividends of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The dividends were paid on March 31, 2010 to holders of record on March 1, 2010 and totaled $3.4 million.

 

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On April 22, 2010, our board of trustees declared second quarter 2010 cash dividends of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The dividends were paid on June 30, 2010 to holders of record on June 1, 2010 and totaled $3.4 million.

On July 27, 2010, our board of trustees declared third quarter 2010 cash dividends of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The dividends will be paid on September 30, 2010 to holders of record on September 1, 2010.

Common Shares

- Share Repurchases

On January 26, 2010, the compensation committee approved a cash payment to the Board’s eight non-management trustees intended to constitute a portion of their respective 2010 annual non-management trustee compensation. The cash payment was subject to terms and conditions set forth in a letter agreement, or the letter agreement, between each of the non-management trustees and RAIT. The terms and conditions included a requirement that each trustee use a portion of the cash payment to purchase RAIT’s common shares in purchases that, individually and in the aggregate with all purchases made by all the other non-management trustees pursuant to their respective letter agreements, complied with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. The aggregate amount required to be used by all of the non-management trustees to purchase common shares is $0.2 million.

-Equity Compensation

On January 26, 2010, the compensation committee awarded 1.5 million phantom units, valued at $1.9 million using our closing stock price of $1.27 on that date, to our executive officers. Half of these awards vested immediately and the remainder vests in one year. On January 26, 2010, the compensation committee awarded 0.5 million phantom units, valued at $0.6 million using our closing stock price of $1.27 on that date, to our non-executive officer employees. These awards generally vest over three-year periods.

During the six-month period ended June 30, 2010, 73,425 phantom unit awards were redeemed for common shares. These phantom units were fully vested at the time of redemption.

-Share Issuances

During the six-month period ended June 30, 2010, we issued 8.2 million common shares, along with cash and the issuance of a senior secured convertible note, to repurchase $74.5 million of our convertible notes. On July 19, 2010, we repurchased $10.0 million in aggregate principal amount of our convertible senior notes for a total consideration consisting of the issuance of 3.3 million common shares and a cash payment of $0.5 million. See “Capitalization” above.

-DRSPP

We implemented an amended and restated dividend reinvestment and share purchase plan, or DRSPP, effective as of March 13, 2008, pursuant to which we have registered and reserved for issuance, in the aggregate, 18.8 million common shares. During the six-month period ended June 30, 2010, we issued a total of 1.9 million common shares pursuant to the DRSPP at a weighted-average price of $2.27 per share and we received $4.3 million of net proceeds. As of June 30, 2010, 11.7 million common shares, in aggregate, remain available for issuance under the DRSPP.

-SEDA

On January 13, 2010, we entered into a standby equity distribution agreement, or the SEDA, with YA Global Master SPV Ltd., or YA Global, which is managed by Yorkville Advisors, LLC, whereby YA Global agreed to purchase up to $50.0 million, or the commitment amount, worth of newly issued RAIT common shares upon notices given by us, subject to the terms and conditions of the SEDA. The number of common shares issued or issuable pursuant to the SEDA, in the aggregate, cannot exceed 12.5 million common shares. The SEDA terminates automatically on the earlier of January 13, 2012 or the date YA Global has purchased $50.0 million worth of common shares under the SEDA. During the three-month period ended June 30, 2010, 0.4 million common shares were issued pursuant to this arrangement at a price of $2.26 and we received $1.0 million of proceeds. In July 2010, 0.7 million common shares were issued pursuant to this arrangement at a price of $2.11 and we received $1.5 million of proceeds. After reflecting the common shares issued in July 2010, 11.3 million common shares, in the aggregate, remain available for issuance under the SEDA.

-Capital on Demand™ Sales Agreement

On August 6, 2010, we entered into a Capital on Demand™ Sales Agreement, or the COD sales agreement, with JonesTrading Institutional Services LLC, or JonesTrading, pursuant to which we may issue and sell up to 17,500,000 of our common shares from time to time through JonesTrading acting as agent and/or principal, subject to the terms and conditions of the COD sales agreement. As of the date of the filing of this quarterly report on Form 10-Q, no common shares have been issued pursuant to the COD sales agreement. See Part II-Item 5 “Other Information” for further description of the COD sales agreement.

 

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Off-Balance Sheet Arrangements and Commitments

Not applicable.

Critical Accounting Estimates and Policies

Our Annual Report on Form 10-K for the year ended December 31, 2009 contains a discussion of our critical accounting policies. On January 1, 2010 we adopted several new accounting pronouncements and revised our accounting policies as described below. See Note 2 in our unaudited consolidated financial statements as of June 30, 2010. Management discusses our critical accounting policies and management’s judgments and estimates with our Audit Committee.

Recent Accounting Pronouncements

On January 1, 2010, we adopted accounting standards classified under FASB ASC Topic 860, “Transfers and Servicing”, and accounting standards classified under FASB ASC Topic 810, “Consolidation”. The accounting standard classified under FASB Topic 860 eliminates the concept of a QSPE, changes the requirements for derecognizing financial assets, and requires additional disclosures about transfers of financial assets, including securitization transactions and continuing involvement with transferred financial assets. The accounting standard classified under FASB Topic 810 changes the determination of when a VIE should be consolidated. Under this standard, the determination of whether to consolidate a VIE is based on the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance together with either the obligation to absorb losses or the right to receive benefits that could be significant to the VIE, as well as the VIE’s purpose and design. The adoption of these standards did not have a material effect on our consolidated financial statements.

On January 1, 2010, we adopted Accounting Standards Update (ASU) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.” This accounting standard requires new disclosures for significant transfers in and out of Level 1 and 2 fair value measurements and requires a description of the reasons for the transfer. This accounting standard also updates existing disclosures by providing fair value measurement disclosures for each class of assets and liabilities and provides disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. For Level 3 fair value measurements, new disclosures will require entities to present information separately for purchases, sales, issuances, and settlements; however, these disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this standard did not have a material effect on our consolidated financial statements and management is currently evaluating the impact the new Level 3 fair value measurement disclosures may have on our consolidated financial statements.

In July 2010, the FASB issued ASU No. 2010-20, “Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” This accounting standard update is to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses. Existing disclosure guidance is amended to require an entity to provide a greater level of disaggregated information about the credit quality of its financing receivables and its allowance for credit losses and to disclose credit quality indicators, past due information, and modifications of its financing receivables. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. Management is currently evaluating the impact that this accounting standard update may have on our consolidated financial statements.

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the exposure to loss resulting from changes in interest rates, commodity prices and equity prices. In pursuing our business plan, the primary market risks to which we are exposed are interest rate risk and credit risk. Changes in the general level of interest rates prevailing in the financial markets may affect the spread between our yield on invested assets and cost of funds and, in turn, our ability to make distributions or payments to our shareholders. In the event of a significant rising interest rate environment, defaults could increase and result in losses to us which adversely affect our operating results and liquidity. In the current global recession, defaults have increased and resulted in losses to us which have adversely affected, and we expect will continue to adversely affect, our operating results and liquidity.

There have been no material changes in Quantitative and Qualitative disclosures during the six-month period ended June 30, 2010 from the disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2009. Reference is made to Item 7A included in our Annual Report on Form 10-K for the year ended December 31, 2009.

 

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Item 4.

Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of our chief executive officer and chief financial officer and with the participation of our disclosure committee, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the three-month period ended June 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

Riverside National Bank of Florida Litigation

RAIT subsidiary Taberna Capital Management, LLC is named as one of fifteen defendants in a lawsuit filed by Riverside National Bank of Florida, or Riverside, on November 13, 2009 in the Supreme Court of the State of New York, County of New York. (A substantially similar action was filed by Riverside on August 6, 2009 in the Supreme Court of the State of New York, County of Kings, and subsequently discontinued without prejudice and refiled in New York County.) The action, titled Riverside National Bank of Florida v. The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., Fitch, Inc., Taberna Capital Management, LLC, Cohen & Company Financial Management, LLC f/k/a Cohen Bros. Financial Management LLC, FTN Financial Capital Markets, Keefe Bruyette & Woods, Inc., Merrill Lynch, Pierce, Fenner & Smith, Inc., JPMorgan Chase & Co., J.P. Morgan Securities Inc., Citigroup Global Markets, Credits Suisse Securities (USA) LLC, ABN Amro, Inc., Cohen & Company, and SunTrust Robinson Humphrey, Inc., asserts claims in connection with Riverside’s purchase of certain CDO securities, including securities from the Taberna Preferred Funding II, IV, and V CDOs. Riverside alleges that offering materials issued in connection with the CDOs it purchased did not adequately disclose the process by which the rating agencies rated each of the securities. Riverside also alleges, among other things, that the offering materials should have disclosed an alleged conflict of interest of the rating agencies as well as the role that the rating agencies played in structuring each CDO. Riverside seeks damages in excess of $132 million, rescission of its purchases of the securities at issue, an accounting of certain amounts received by the defendants together with the imposition of a constructive trust, and punitive damages of an unspecified amount.

On December 11, 2009, the defendants moved to dismiss all of Riverside’s claims. Riverside filed oppositions to the defendants’ motions on February 19, 2010, voluntarily dismissing its contract causes of action and opposing the remainder of defendants’ motions to dismiss. On April 16, 2010, the Office of the Comptroller of the Currency closed Riverside and named the Federal Deposit Insurance Corporation as receiver and thus as successor-in-interest to Riverside as plaintiff in this action. In a Purchase and Assumption Agreement dated April 16, 2010, a bank acquired the banking operations of Riverside from the FDIC, but appears not to have acquired Riverside’s litigation claims. On May 4, 2010, Riverside moved to substitute the FDIC as plaintiff and to stay this action for 90 days. On June 2, 2010, defendants were notified that Riverside’s motion had been granted; the court’s order was filed the following day. On June 3, 2010, pursuant to 28 U.S.C. Sec. 1446 and 12. U.S.C. Sec. 18189(b)(2)(A), defendants removed the action from the Supreme Court of the State of New York, County of New York to the United States District Court for the Southern District of New York. On June 25, 2010, the court directed the parties to refile all papers supporting and opposing defendants’ motions to dismiss, in conformance with the applicable rules of the court. Defendants’ motions to dismiss are due by August 24, 2010. An adverse resolution of the litigation could have a material adverse effect on our financial condition and results of operations.

 

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Routine Litigation

We are involved from time to time in litigation on various matters, including disputes with tenants of owned properties, disputes arising out of agreements to purchase or sell properties and disputes arising out of our loan portfolio. Given the nature of our business activities, these lawsuits are considered routine to the conduct of our business. The result of any particular lawsuit cannot be predicted, because of the very nature of litigation, the litigation process and its adversarial nature, and the jury system. We do not expect that the liabilities, if any, that may ultimately result from such routine legal actions will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

 

Item 1A.

Risk Factors

There have not been any material changes from the risk factors previously disclosed in Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

 

Item 5.

Other Information

The disclosure below is intended to satisfy any obligation of the registrant to disclose the agreements and obligations described below pursuant to Item 1.01- “Entry Into A Material Definitive Agreement” of Form 8-K.

On August 6, 2010, we entered into a Capital on Demand™ Sales Agreement, or the COD sales agreement, with JonesTrading Institutional Services LLC, or JonesTrading, pursuant to which we may issue and sell up to 17,500,000 of our common shares from time to time through JonesTrading acting as agent and/or principal. Each time that we wish to issue and sell common shares pursuant to the COD sales agreement, we will notify JonesTrading of any parameters of these sales, which may include the number of common shares, the time period during which sales are requested to be made, any limitation on the number of common shares that may be sold in any one day and any minimum price below which sales may not be made. Unless JonesTrading declines to accept our notice in accordance with the COD sales agreement, JonesTrading agrees to use its commercially reasonable efforts to sell the common shares up to the amount specified, and otherwise in accordance with the terms of our notice.

Subject to the terms of our notice, JonesTrading may sell common shares by any method deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation sales made directly on the New York Stock Exchange, on any other existing trading market for the common shares or to or through a market maker. Subject to the terms of our notice and with our prior written consent, JonesTrading may also sell common shares in a public offering registered pursuant to our registration statement on Form S-3 (File No. 333-152351) to JonesTrading as principal for its own account.

JonesTrading is entitled to compensation of up to 3% of the gross proceeds from each sale of common shares under the COD sales agreement. The terms and conditions of the COD sales agreement include various representations and warranties by us, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

The foregoing description of the COD sales agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.6 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

 

Item 6.

Exhibits

 

(a)

Exhibits

The exhibits filed as part of this quarterly report on Form 10-Q are identified in the exhibit index immediately following the signature page of this Report. Such Exhibit Index is incorporated herein by reference.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		RAIT FINANCIAL TRUST (Registrant)
Date: August 9, 2010		By:		/s/    Scott F. Schaeffer
				Scott F. Schaeffer, Chief Executive Officer and President
				(On behalf of the registrant and as its Principal Executive Officer)
Date: August 9, 2010		By:		/s/    Jack E. Salmon
				Jack E. Salmon, Chief Financial Officer and Treasurer
				(On behalf of the registrant and as its Principal Financial Officer)
Date: August 9, 2010		By:		/s/    James J. Sebra
				James J. Sebra, Senior Vice President-Finance and Chief Accounting Officer
				(On behalf of the registrant and as its Principal Accounting Officer)

 

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EXHIBIT INDEX

 

Exhibit Number		Description of Documents
3.1		Amended and Restated Declaration of Trust. (1)
3.1.1		Articles of Amendment to Amended and Restated Declaration of Trust. (2)
3.1.2		Articles of Amendment to Amended and Restated Declaration of Trust. (3)
3.1.3		Certificate of Correction to the Amended and Restated Declaration of Trust. (4)
3.1.4		Articles of Amendment to Amended and Restated Declaration of Trust. (5)
3.1.5		Articles Supplementary relating to the 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series A Articles Supplementary”). (6)
3.1.6		Certificate of Correction to the Series A Articles Supplementary. (6)
3.1.7		Articles Supplementary relating to the 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. (7)
3.1.8		Articles Supplementary relating to the 8.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest. (8)
3.2		By-laws. (9)
4.1		Form of Certificate for Common Shares of Beneficial Interest. (5)
4.2		Form of Certificate for 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest. (10)
4.3		Form of Certificate for 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. (7)
4.4		Form of Certificate for 8.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest. (8)
4.5		Indenture dated as of April 18, 2007 among RAIT Financial Trust, as issuer, or RAIT, RAIT Partnership, L.P. and RAIT Asset Holdings, LLC, as guarantors, and Wells Fargo Bank, N.A., as trustee. (11)
4.6		Registration Rights Agreement dated as of April 18, 2007 between RAIT and Bear, Stearns & Co. Inc. (11)
10.1		Standby Equity Distribution Agreement dated as of January 13, 2010 by and between YA Global Master SPV Ltd. and RAIT. (12)
10.2		RAIT Financial Trust 2008 Incentive Award Plan Form of Unit Award to Cover Grants to Compensation Committee Officers adopted January 26, 2010. (13)
10.3		Form of Letter Agreement between RAIT and each of its Non-Management Trustees dated as of January 26, 2010. (13)
10.4		Exchange Agreement dated as of March 25, 2010 between RAIT and United Equities Commodities Company. (14)
10.5		10.0% Senior Secured Convertible Note due 2014 dated as of March 25, 2010 issued by RAIT, as payor, to United Equities Commodities Company, as payee. (14)
10.6		Capital on Demand Sales Agreement dated as of August 6, 2010 between RAIT, RAIT Partnership, L.P., a Delaware limited partnership and JonesTrading Institutional Services LLC.
15.1		Awareness Letter from Independent Accountants.
31.1		Certification Pursuant to 13a-14 (a) under the Securities Exchange Act of 1934.
31.2		Certification Pursuant to 13a-14 (a) under the Securities Exchange Act of 1934.
32.1		Certification Pursuant to 18 U.S.C. Section 1350.
32.2		Certification Pursuant to 18 U.S.C. Section 1350.

 

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(1)	Incorporated by reference to RAIT’s Registration Statement on Form S-11 (Registration No. 333-35077).

(2)	Incorporated by reference to RAIT’s Registration Statement on Form S-11 (Registration No. 333-53067).

(3)	Incorporated by reference to RAIT’s Registration Statement on Form S-2 (Registration No. 333-55518).

(4)	Incorporated by reference to RAIT’s Form 10-Q for the quarterly period ended March 31, 2002 (File No. 1-14760).

(5)	Incorporated by reference to RAIT’s Form 8-K as filed with the SEC on December 15, 2006 (File No. 1-14760).

(6)	Incorporated by reference to RAIT’s Form 8-K as filed with the SEC on March 18, 2004 (File No. 1-14760).

(7)	Incorporated by reference to RAIT’s Form 8-K as filed with the SEC on October 1, 2004 (File No. 1-14760).

(8)	Incorporated by reference to RAIT’s Form 8-A as filed with the SEC on June 29, 2007 (File No. 1-14760).

(9)	Incorporated by reference to RAIT’s Form 8-K as filed with the SEC on October 19, 2009 (File No. 1-14760).

(10)	Incorporated by reference to RAIT’s Form 8-K as filed with the SEC on March 22, 2004 (File No. 1-14760).

(11)	Incorporated by reference to RAIT’s Form 8-K as filed with the SEC on April 18, 2007 (File No. 1-14760).

(12)	Incorporated by reference to RAIT’s Form 8-K as filed with the SEC on January 13, 2010 (File No. 1-14760).

(13)	Incorporated by reference to RAIT’s Form 8-K as filed with the SEC on January 29, 2010 (File No. 1-14760).

(14)	Incorporated by reference to RAIT’s Form 8-K as filed with the SEC on March 25, 2010 (File No. 1-14760).

 

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