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8-K - FORM 8-K - BLACKSTONE MORTGAGE TRUST, INC. | y91338e8vk.htm |
EX-99.2 - EX-99.2 - BLACKSTONE MORTGAGE TRUST, INC. | y91338exv99w2.htm |
Exhibit 99.1
Contact: | Douglas Armer (212) 655-0220 |
Capital Trust Reports First Quarter 2011 Results
NEW YORK, NY May 10, 2011 Capital Trust, Inc. (NYSE: CT) today reported results for the
quarter ended March 31, 2011.
| Operating Results: |
o | Reported net income of $254.6 million, or $11.35 per share for the first quarter. |
§ | Net income was driven primarily by $250.0 million of gain on extinguishment of debt (of which $174.8 million was associated with the Companys March 31st restructuring), $10.7 million of net interest income on the legacy loan and securities portfolio, a $9.2 million recovery of previous provisions for loan loss, and $1.9 million of investment management and servicing fees. | ||
§ | Significant expenses included $10.3 million of general and administrative expenses (which includes one-time expenses related to the March 31st restructuring), and $8.2 million of credit impairments on securities. | ||
§ | Consolidated assets were $3.9 billion as of March 31, 2011, offset by consolidated liabilities of $4.0 billion, resulting in a shareholders deficit of $111.0 million. |
o | Beginning this quarter, the Company reported adjusted earnings and an adjusted balance sheet, which generally exclude consolidated securitization trusts and loan participations sold from the Companys operating results and financial position. These adjustments are described in further detail later in this press release. | ||
o | Adjusted earnings for the first quarter were $179.3 million, or $7.99 per share. |
§ | The quarters results were driven primarily by $174.8 million of gains recognized on extinguishment of debt associated with the Companys March 31 restructuring. Excluding these gains, adjusted earnings was $4.4 million, or $0.20 per share for the first quarter. | ||
§ | Other components of adjusted net income included a $7.9 million recovery of previous provisions for loan loss, $4.9 million of net interest income on the legacy loan and securities portfolio, and $2.1 million of investment management and servicing fees. This was |
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partially offset by $8.7 million of general and administrative expenses (which includes one-time expenses related to the March 31st restructuring), and $1.7 million of credit impairments on securities. | |||
§ | Adjusted assets were $110.9 million as of March 31, 2011, offset by adjusted liabilities of $13.5 million, resulting in adjusted shareholders equity of $97.4 million. Based on 24.8 million shares outstanding (fully diluted basis) at quarter end, adjusted book value per share was $3.93. |
| Restructuring: |
o | On March 31, 2011, the Company restructured, amended, or extinguished all of its outstanding recourse debt obligations. | ||
o | Certain legacy assets were transferred to a newly formed subsidiary, CT Legacy REIT Mezz Borrower, Inc. (CT Legacy REIT). | ||
o | The Companys legacy repurchase obligations were assumed by CT Legacy REIT, and its senior credit facility and junior subordinated notes were extinguished. | ||
o | The restructuring was financed with a new $83.0 million mezzanine loan to CT Legacy REIT. |
Capital Trust, Inc.
Following the completion of the Companys March 2011 restructuring, the Company no longer has any
recourse debt obligations and has unencumbered ownership of 100% of: (i) its investment management
platform, CT Investment Management Co., LLC, (ii) its co-investment in CT Opportunity Partners I,
LP, (iii) its residual ownership interests in CT CDOs I, II, and IV, and (iv) its net operating
loss carryforwards. Furthermore, the Company has a 52% equity interest in CT Legacy REIT. The
Companys economic interest in CT Legacy REIT, however, is subject to (i) its secured notes, (ii)
management incentive awards that provide for the participation in the recovery of CT Legacy REIT,
and (iii) the subordinate class B common stock of CT Legacy REIT owned by the Companys former
junior subordinate noteholders.
In addition to the Companys interest in the common stock of CT Legacy REIT, it also owns 100% of
CT Legacy REITs class A preferred stock. The class A preferred stock initially entitles the
Company to cumulative preferred dividends of $7.5 million per annum, which dividends will be
reduced in 2013 as the CT Legacy REIT portfolio assets repay or are sold.
| Assets: |
o | Cash of $27.8 million as of March 31, 2011. | ||
o | $10.1 million co-investment in CT Opportunity Partners I, LP ($25.0 million commitment, of which $14.9 million remains unfunded). |
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o | Equity interest in the CT Legacy REIT portfolio of $70.7 million on an adjusted basis. |
| Liabilities: |
o | No recourse liabilities following the Companys March 2011 restructuring. | ||
o | $7.8 million face amount of notes (payoff amount of $11.7 million) secured by 93.5% of the Companys equity interests in CT Legacy REIT. The secured notes mature on March 31, 2016 and bear interest at a rate of 8.2%, which may be deferred until maturity. |
CT Legacy REIT
In connection with its March 2011 restructuring, the Company transferred substantially all of its
directly held interest earning assets to CT Legacy REIT. The transferred assets included: (i) all
of the loans and securities which serve as collateral for the legacy repurchase obligations, except
for certain subordinate interests in CT CDOs I and II, (ii) the Companys subordinate interests in
CT CDO III, and (iii) 100% of the Companys previously unencumbered loans and securities.
CT Legacy REIT, which will be taxed as a REIT commencing in 2011, is owned 52% by the Company, 24%
by an affiliate of the mezzanine loan lender, and 24% by the Companys former lenders under its
senior credit facility. In addition, the former holders of the Companys junior subordinated notes
received a subordinate class of common stock of CT Legacy REIT. The Company will manage CT Legacy
REIT as a liquidating portfolio.
| Assets: |
o | Cash of $4.2 million as of March 31, 2011. | ||
o | 27 loans with a principal balance of $642.9 million, adjusted book balance of $495.4 million, and fair value of $427.2 million |
§ | No new impairments recorded during the quarter (total impairments in the portfolio of $146.8 million against seven loans) | ||
§ | Collected $29.4 million on three loans representing a 69% recovery in the aggregate |
o | 14 securities with a principal balance of $144.4 million, adjusted book balance of $30.0 million, and fair value (excluding CDO residual interests) of $3.5 million. |
§ | $1.7 million of new credit impairments recorded during the quarter (total credit impairments in the portfolio of $111.6 million against nine securities) |
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| Liabilities: |
o | $304.8 million of repurchase obligations with three counterparties |
§ | JP Morgan facility ($173.5 million) has a cost of LIBOR + 2.50%, and matures on December 15, 2014 | ||
§ | Morgan Stanley facility ($93.2 million) has a cost of LIBOR + 2.50%, and matures on January 31, 2013 | ||
§ | Citigroup facility ($38.1 million) has a cost of LIBOR + 1.50%, and matures on March 31, 2013 | ||
§ | All three repurchase facilities are subject to predetermined paydown hurdles and periodic rate increases |
o | $83.0 million mezzanine loan from Five Mile Capital |
§ | 15.0% interest rate (8.0% paid current, 7.0% deferred); matures on March 31, 2016 |
Investment Management
All of the Companys investment management activities are conducted through its wholly-owned,
investment management subsidiary, CT Investment Management Co., LLC (CTIMCO). CTIMCO is
headquartered in New York, employs all 27 of the Companys employees, and is operated as a taxable
subsidiary of the Company. Since its inception, CTIMCO has originated over $14 billion of
commercial real estate debt and related investments and has raised over $3.9 billion of private
equity capital and over $550 million of public equity capital, as well as over $10 billion of
public and private debt capital. CTIMCO currently manages in excess of $5 billion of assets
including its public company parent, CT Legacy REIT, five commercial real estate CDOs, three
private equity funds and one separate account. In addition, CTIMCO is an approved special servicer
by all three rating agencies.
| Active Investment Vehicles: |
o | CT Opportunity Partners I $540 million of total equity commitments, $322 million remains undrawn | ||
o | CT High Grade Partners II $667 million of total equity commitments, $160 million remains undrawn |
| Revenues from third party investment management fees totaled $2.5 million in the first quarter of 2011 on a gross basis, of which inter-company fees of $657,000 were eliminated in the consolidation of CTIMCO. | |
| During the quarter, CTIMCO originated three new investments ($16.5 million face value; $16.0 million purchase price) for its investment management vehicles. |
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Adjusted Balance Sheet and Operating Results
The consolidated financial statements of the Company include 11 consolidated securitization
vehicles which are all non-recourse, as well as assets and liabilities related to loan
participations sold which did not qualify as sales under accounting principals generally accepted
in the United States (GAAP). This has resulted in a presentation of gross assets and liabilities,
provisions/impairments, and operations being recorded in excess of the Companys economic interests
in such entities.
The Companys adjusted balance sheet and operating results (i) eliminate loan participations sold,
and (ii) deconsolidate securitization vehicles which are presented gross in accordance with GAAP,
and show instead the Companys cash investment in these non-recourse entities, adjusted for losses
expected or incurred, and the cash income earned thereon. Due to the non-recourse nature of these
entities, the Companys investment amount as well as its income from these entities cannot be less
than zero on a cash basis.
In addition, the adjusted balance sheet and operating results separately show the Companys
financial position and operations from those of CT Legacy REIT.
The Companys adjusted balance sheet is not an alternative or substitute for its consolidated
balance sheet prepared in accordance with GAAP as a measure of its financial position, and the
Companys adjusted operating results are not an alternative or substitute for net income reported
in accordance with GAAP as a measure of the Companys performance. Rather, the Company believes
that its adjusted balance sheet and operating results provide meaningful information to consider,
in addition to its consolidated balance sheet and statement of operations prepared in accordance
with GAAP, because these measures help the Company evaluate its financial position and performance
without the effects of certain transactions and GAAP adjustments that are not necessarily
indicative of the Companys current investment portfolio, capitalization, or shareholders equity.
The Companys adjusted balance sheet should not be viewed as an alternative measure of
shareholders equity. Similarly, adjusted earnings should not be viewed as an alternative measure
of either the Companys operating liquidity or funds available for its cash needs. In addition, the
Company may not prepare its adjusted balance sheet or adjusted earnings in the same manner as other
companies that use similarly titled measures.
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Adjusted Balance Sheet Transition as of March 31, 2011
Adjusted Balance Sheet | |||||||||||||||||
Consolidated GAAP | Deconsolidation & | CT Legacy | Capital | ||||||||||||||
(in thousands) | Capital Trust, Inc. | Eliminations (1)(2) | REIT | Trust, Inc. | |||||||||||||
Assets |
|||||||||||||||||
Cash and cash equivalents |
$ | 27,779 | $ | | $ | | $ | 27,779 | |||||||||
Loans receivable, net |
86,570 | (86,570 | ) | | | ||||||||||||
Equity investments in unconsolidated
subsidiaries |
9,519 | | | 9,519 | |||||||||||||
Investment in CT Legacy REIT |
| 70,703 | | 70,703 | |||||||||||||
Deferred income taxes |
658 | | | 658 | |||||||||||||
Prepaid expenses and other assets |
2,263 | | | 2,263 | |||||||||||||
Subtotal |
126,789 | (15,867 | ) | | 110,922 | ||||||||||||
Assets of Consolidated VIEs |
|||||||||||||||||
CT Legacy REIT, Excluding Securitization
Vehicles |
|||||||||||||||||
Restricted cash |
4,213 | | 4,213 | | |||||||||||||
Securities held-to-maturity |
3,577 | 26,431 | 30,008 | | |||||||||||||
Loans receivable, net |
495,412 | | 495,412 | | |||||||||||||
Accrued interest receivable and other assets |
10,149 | | 10,149 | | |||||||||||||
Subtotal |
513,351 | 26,431 | 539,782 | | |||||||||||||
Assets of consolidated securitization vehicles |
3,250,980 | (3,250,980 | ) | | | ||||||||||||
Total assets |
$ | 3,891,120 | $ | (3,240,416 | ) | $ | 539,782 | $ | 110,922 | ||||||||
Liabilities & Shareholders Equity |
|||||||||||||||||
Accounts payable and accrued expenses |
$ | 5,727 | $ | | $ | | $ | 5,727 | |||||||||
Secured notes |
7,778 | | | 7,778 | |||||||||||||
Participations sold |
86,570 | (86,570 | ) | | | ||||||||||||
Subtotal |
100,075 | (86,570 | ) | | 13,505 | ||||||||||||
Non-Recourse Liabilities of Consolidated VIEs |
|||||||||||||||||
CT Legacy REIT, Excluding Securitization
Vehicles |
|||||||||||||||||
Accounts payable and accrued expenses |
65 | | 65 | | |||||||||||||
Repurchase obligations |
304,750 | | 304,750 | | |||||||||||||
Mezzanine loan, net of unamortized discount |
67,236 | | 67,236 | | |||||||||||||
Participations sold |
97,465 | (97,465 | ) | | | ||||||||||||
Interest rate hedge liabilities |
7,518 | | 7,518 | | |||||||||||||
Subtotal |
477,034 | (97,465 | ) | 379,569 | | ||||||||||||
Liabilities of consolidated securitization vehicles |
3,438,345 | (3,438,345 | ) | | | ||||||||||||
Total liabilities |
4,015,454 | (3,622,380 | ) | 379,569 | 13,505 | ||||||||||||
Total equity |
(111,043 | ) | 368,673 | 160,213 | 97,417 | ||||||||||||
Noncontrolling interests |
(13,291 | ) | 13,291 | | | ||||||||||||
Total liabilities and shareholders equity |
$ | 3,891,120 | $ | (3,240,416 | ) | $ | 539,782 | $ | 110,922 | ||||||||
Capital Trust, Inc. book value/adjusted book value per share: |
|||||||||||||||||
Basic |
$ | (4.88 | ) | $ | 4.28 | ||||||||||||
Diluted (3) |
$ | (4.88 | ) | $ | 3.93 |
(1) | All securitization vehicles have been deconsolidated and reported at the Companys cash investment amount, adjusted for current losses relative to its equity investment in each vehicle. Due to the non-recourse nature of these entities, the Companys investment cannot be less than zero on a cash basis. | |
(2) | Loan participations which have been sold to third-parties, and did not qualify for sale accounting, have been eliminated. | |
(3) | Diluted book value per share includes the impact of outstanding warrants and options to purchase the Companys common stock as of March 31, 2011, using the treasury stock method. |
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Adjusted Income Statement Transition for the Three Months Ended March 31, 2011
Adjusted Income Statement | |||||||||||||||||
Consolidated GAAP | Deconsolidation & | CT Legacy | Capital | ||||||||||||||
(in thousands) | Capital Trust, Inc. | Eliminations (1)(2) | REIT | Trust, Inc. | |||||||||||||
Income from loans and other investments: |
|||||||||||||||||
Interest and related income |
$ | 36,991 | $ | (28,238 | ) | $ | | $ | 8,753 | ||||||||
Less: Interest and related expenses |
26,247 | (22,306 | ) | 74 | 3,867 | ||||||||||||
Income from loans and other investments, net |
10,744 | (5,932 | ) | (74 | ) | 4,886 | |||||||||||
Other revenues: |
|||||||||||||||||
Management fees from affiliates |
1,580 | | | 1,580 | |||||||||||||
Servicing fees |
310 | 223 | | 533 | |||||||||||||
Total other revenues |
1,890 | 223 | | 2,113 | |||||||||||||
Other expenses: |
|||||||||||||||||
General and administrative |
10,280 | (270 | ) | 1,310 | 8,700 | ||||||||||||
Total other expenses |
10,280 | (270 | ) | 1,310 | 8,700 | ||||||||||||
Total other-than-temporary impairments on
securities |
(4,933 | ) | 4,920 | | (13 | ) | |||||||||||
Portion of other-than-temporary impairments on
securities recognized in other comprehensive
income |
(3,271 | ) | 1,631 | | (1,640 | ) | |||||||||||
Net impairments recognized in earnings |
(8,204 | ) | 6,551 | | (1,653 | ) | |||||||||||
Recovery of provision for loan losses |
9,161 | (1,247 | ) | | 7,914 | ||||||||||||
Gain on extinguishment of debt |
250,040 | (75,194 | ) | | 174,846 | ||||||||||||
Income from equity investments |
955 | | | 955 | |||||||||||||
Loss from CT Legacy REIT |
| | | (715 | ) | ||||||||||||
Income (loss) before income taxes |
254,306 | (75,329 | ) | (1,384 | ) | 179,646 | |||||||||||
Income tax provision |
389 | | | 389 | |||||||||||||
Net income (loss) before noncontrolling interests |
253,917 | (75,329 | ) | (1,384 | ) | 179,257 | |||||||||||
Less: Net loss attributable to noncontrolling
interests |
668 | (668 | ) | | | ||||||||||||
Net income (loss) |
$ | 254,585 | $ | (75,997 | ) | $ | (1,384 | ) | $ | 179,257 | |||||||
Earnings/adjusted earnings per share: |
|||||||||||||||||
Basic |
$ | 11.35 | $ | 7.99 | |||||||||||||
Diluted (3) |
$ | 11.04 | $ | 7.77 |
(1) | All securitization vehicles have been deconsolidated; adjusted balances include only cash income received from such vehicles. Due to the non-recourse nature of these entities, the Companys income from such entities cannot be less than zero on a cash basis. | |
(2) | Loan participations which have been sold to third-parties, which did not qualify for sale accounting, have been eliminated. | |
(3) | Diluted earnings per share includes the impact of outstanding warrants and options to purchase the Companys common stock as of March 31, 2011, using the treasury stock method |
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******
The Company will conduct a management conference call at 10:00 a.m. Eastern Time on Wednesday, May
11, 2011 to discuss first quarter 2011 results. Interested parties can access the call toll free by
dialing (800) 862-9098 or 785-424-1051 for international participants. The conference ID is
CAPITAL. A recorded replay will be available from noon on Wednesday, May 11, 2011 through
midnight on Wednesday, May 25, 2011. The replay call number is (800) 283-8486 or (402) 220-0869 for
international callers.
Forward-Looking Statements
This news release contains certain forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, including statements relating to future financial
results and business prospects. The forward-looking statements contained in this news release are
subject to certain risks and uncertainties including, but not limited to, the continued credit
performance and recovery from the Companys retained balance sheet and transferred legacy assets,
the success of the Companys efforts to raise additional capital and re-commence balance sheet
investment activity, its asset/liability mix, the effectiveness of the Companys hedging strategy
and the rate of repayment of the Companys portfolio assets and the impact of these events,
conditions and uncertainties on the Companys cash flow, as well as other risks indicated from time
to time in the Companys Form 10-K and Form 10-Q filings with the Securities and Exchange
Commission. The Company assumes no obligation to update or supplement forward-looking statements
that become untrue because of subsequent events or circumstances.
About Capital Trust
Capital Trust, Inc. is a fully integrated, self-managed real estate finance and investment
management company that specializes in credit sensitive structured financial products. To date, the
Companys investment programs have focused primarily on loans and securities backed by commercial
real estate assets, investing both for its balance sheet and for third party vehicles. Capital
Trust is a real estate investment trust traded on the New York Stock Exchange under the symbol
CT. The Company is headquartered in New York City.
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