FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
Commission File Number 001-13937
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ANTHRACITE CAPITAL, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 13-3978906
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
345 Park Avenue, New York, New York 10154
----------------------------------- -----
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number including area code): (212) 409-3333
---------------
NOT APPLICABLE
---------------------------------------------------
(Former name, former address, and former fiscal year
if changed since last report)
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.
(1) Yes X No __
(2) Yes X No __
As of August 14, 2000, 25,135,986, shares of voting common stock
($.001 par value) were outstanding.
ANTHRACITE CAPITAL, INC.,
FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION Page
----
Item 1. Interim Financial Statements.......................................3
Consolidated Statements of Financial Condition
At June 30, 2000 (Unaudited) and December 31, 1999.................3
Consolidated Statements of Operations
For the Three Months Ended June 30, 2000 and 1999
(Unaudited), and For the Six Months Ended June 30, 2000 and
1999 (Unaudited)...................................................4
Consolidated Statement of Changes in Stockholders' Equity
For the Six Months Ended June 30, 2000 (Unaudited).................5
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999 (Unaudited)........6
Notes to Consolidated Financial Statements (Unaudited).............7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.........................................28
Item 3. Quantitative and Qualitative Disclosures about Market Risk........44
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................49
Item 2. Changes in Securities and Use of Proceeds.........................49
Item 3. Defaults Upon Senior Securities...................................49
Item 4. Submission of Matters to a Vote of Security Holders...............49
Item 5. Other Information.................................................50
Item 6. Exhibits and Reports on Form 8-K..................................50
SIGNATURES.................................................................51
Financial Data Schedule....................................................52
Part I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
<TABLE>
<CAPTION>
ANTHRACITE CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
-------------------------------------------------------------------------------------------------------------------------------
June 30, 2000 December 31, 1999
------------- -----------------
(Unaudited)
ASSETS
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 10,578 $ 22,265
Restricted cash 3,869 -
Securities available for sale, at fair value
Subordinated commercial mortgage-backed securities (CMBS) $279,973 $272,733
Investment grade securities 757,598 304,462
--------- -------
Total securities available for sale 1,037,571 577,195
Mortgage loans held for sale 87,195 -
Commercial mortgage loans, net 98,014 69,611
Other assets 24,030 10,591
-------------- ---------------
Total Assets $ 1,261,257 $679,662
============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Borrowings:
Secured by pledge of subordinated CMBS $153,516 $162,738
Secured by pledge of other securities available for sale
and cash equivalents 678,672 272,289
Secured by pledge of mortgage loans held for sale 73,984 -
Secured by pledge of commercial mortgage loans 58,040 36,506
------- -------
Total borrowings $ 964,212 $471,533
Distributions payable 7,289 6,079
Other liabilities 19,055 3,767
-------------- ---------------
Total Liabilities 990,556 481,379
-------------- ---------------
10.5% Series A preferred stock, redeemable convertible 30,188 30,022
-------------- ---------------
Commitments and Contingencies
Stockholders' Equity:
Common stock, par value $0.001 per share; 400,000 shares authorized;
25,136 shares issued and outstanding in 2000; and
20,961 shares issued and outstanding in 1999 25 21
10% Series B Preferred stock, liquidation preference $56,525 43,004 -
Additional paid-in capital 315,532 287,486
Distributions in excess of earnings (16,649) (18,107)
Accumulated other comprehensive loss (101,399) (101,139)
-------------- ---------------
Total Stockholders' Equity 240,513 168,261
-------------- ---------------
Total Liabilities and Stockholders' Equity $1,261,257 $679,662
============== ===============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
<CAPTION>
ANTHRACITE CAPITAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
=================================================================================================================================
For the Three Months Ended For the Six Months Ended
June 30, June 30,
--------------------------------------------------------------------
2000 1999 2000 1999
--------- --------- -------- ---------
OPERATING PORTFOLIO
Interest Income:
<S> <C> <C> <C> <C>
Securities available for sale $ 19,186 $ 11,622 $ 33,528 $ 22,948
Commercial mortgage loans 2,989 1,135 4,977 2,043
Mortgage loans held for sale 3,465 - 3,465 -
Trading securities - 1,136 - 2,619
Cash and cash equivalents 363 58 655 300
--------- --------- -------- ---------
Total interest income 26,003 13,951 42,625 27,910
--------- --------- -------- ---------
Expenses:
Interest 15,096 6,011 22,563 13,134
Management fee 1,700 1,073 2,990 2,123
Other expenses - net 548 734 1,435 1,034
--------- --------- -------- ---------
Total expenses 17,344 7,818 26,988 16,291
--------- --------- -------- ---------
OTHER GAIN (LOSSES):
Gain on sale of securities available for sale 682 7 705 142
Gain on securities held for trading - 1,072 328 2,253
Foreign currency (loss) (7) (16) (11) (83)
--------- --------- -------- ---------
Net Income 9,334 7,196 16,659 13,931
--------- --------- -------- ---------
Dividends and accretion on
Preferred stock 1,575 - 2,441 -
--------- --------- -------- ---------
Net Income Available to Common
Shareholders $7,759 $ 7,196 $14,218 $ 13,931
--------- --------- -------- ---------
Net income per share:
Basic $0.34 $0.34 $0.65 $0.67
Diluted 0.32 0.34 0.61 0.67
Weighted average number of shares outstanding:
Basic 23,115 20,998 22,029 20,641
Diluted 27,196 20,998 26,111 20,641
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
<CAPTION>
ANTHRACITE CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(IN THOUSANDS)
Accumulated Total
Common Additional Distributions Other Stock-
Stock, Preferred Paid-In In Excess Comprehensive Comprehensive holders'
Par Value Stock Capital Of Earnings Loss Income Equity
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 $ 21 $ 287,486 $ (18,107) $ (101,139) $ 168,261
Net income 16,659 $ 16,659 16,659
Other comprehensive income:
Unrealized loss on securities, (260) (260) (260)
net of reclassification
adjustment
----------
Other comprehensive income (loss) (260)
Comprehensive income 16,399
==========
Distributions declared on common
stock (12,760) (12,760)
Repurchase of common shares (39) (39)
Issuance of Common Stock 4 28,085 28,089
Issuance of Series B Preferred Stock
43,004 43,004
Dividends to Preferred Shareholders (2,441) (2,441)
-------------------------------------------------------------- ----------
Balance at June 30, 2000 $ 25 $43,004 $315,532 $(16,649) $ (101,399) $ 240,513
============================================================== ==========
DISCLOSURE OF RECLASSIFICATION AMOUNT:
Unrealized holding gains arising during the period $ 445
Less: reclassification adjustment for gains included in net income (705)
---------
Net unrealized losses on securities $(260)
=========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
<CAPTION>
ANTHRACITE CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
--------------------------------------------------------------------------------------------------------------------------
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
------------- -------------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 16,659 $ 13,931
Adjustments to reconcile net income to net cash provided by operating
activities:
Net sale of trading securities and securities sold short 328 170,181
Amortization on negative goodwill (212) -
Premium amortization (discount accretion), net 76 216
Noncash portion of net foreign currency loss (11) 83
Net loss (gain) on sale of securities 705 (2,395)
(Increase) decrease in other assets (13,401) 2,110
Increase (Decrease) in other liabilities 11,532 (5,380)
------------ -----------
Net cash provided by operating activities 15,676 178,746
------------ -----------
Cash flows from investing activities:
Purchase of securities available for sale (642,195) (79,325)
Funding of commercial mortgage loan (30,600) (14,566)
Maturities of restricted cash equivalents - 3,242
Net payments from hedging securities (2,770) -
Principal payments received on securities available for sale 37,588 48,675
Proceeds from sales of securities available for sale 1,310,456 21,513
Payable for securities purchased - 19,712
------------ -----------
Net cash provided by (used in) investing activities 672,479 (749)
------------ -----------
Cash flows from financing activities:
Net decrease in borrowings (713,647) (164,579)
Proceeds from issuance of common stock - 6,726
Distributions on common stock (12,156) (11,885)
Distributions on preferred stock (3,251) -
Net proceeds from merger 33,380 -
Acquisition costs against goodwill (4,129) -
Repurchase of common shares (39) -
------------ -----------
Net cash used in financing activities (699,842) (169,738)
------------ -----------
Net (decrease) increase in cash and cash equivalents (11,687) 8,259
Cash and cash equivalents, beginning of period 22,265 1,087
------------ -----------
Cash and cash equivalents, end of period $ 10,578 $ 9,346
============ ============
Supplemental disclosure of cash flow information:
Interest paid $ 23,342 $ 15,795
</TABLE>
<TABLE>
<CAPTION>
Supplemental schedule of non-cash investing and financing
activities: The Company purchased all of the assets of CORE Cap.,
Inc during the quarter ended June 30, 2000 primarily through
issuance of the Company's common and preferred stock, as follows:
<S> <C>
Fair value of assets acquired $ 1,281,070
Cash included in acquired assets 21,351
Liabilities assumed 1,216,967
Common stock issued in connection with acquisition 28,089
Preferred stock issued in connection with the acquisition 43,004
</TABLE>
The accompanying notes are an integral part of these financial statements.
ANTHRACITE CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
---------------------------------------------------------
NOTE 1 ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Anthracite Capital, Inc. (the "Company") was incorporated in Maryland in
November, 1997 and commenced operations on March 24, 1998. The Company's
principal business activity is to invest in a diversified portfolio of
multifamily, commercial and residential mortgage loans, mortgage-backed
securities and other real estate related assets in the U.S. and non-U.S.
markets. The Company is organized and managed as a single business
segment.
The accompanying unaudited financial statements have been prepared in
conformity with the instructions to Form 10-Q and Article 10, Rule 10-01
of Regulation S-X for interim financial statements. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. These
financial statements should be read in conjunction with the annual
financial statements and notes thereto included in the Company's annual
report on Form 10-K for 1999 filed with the Securities and Exchange
Commission.
In the opinion of management, the accompanying financial statements
contain all adjustments, consisting of normal and recurring accruals,
necessary for a fair presentation of the results for the interim
periods. Operating results for interim periods are not necessarily
indicative of the results that may be expected for the entire year.
In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
dates of the statements of financial condition and revenues and expenses
for the periods covered. Actual results could differ from those
estimates and assumptions. Significant estimates in the financial
statements include the valuation of the Company's mortgage-backed
securities and certain other investments.
A summary of the Company's significant accounting policies follows:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the financial statements
of the Company and its wholly owned subsidiaries. All significant
balances and transactions have been eliminated in consolidation.
CASH AND CASH EQUIVALENTS
All highly liquid investments with original maturities of three months
or less are considered to be cash equivalents.
RESTRICTED CASH
At June 30, 2000, $3,869 of the Company's cash equivalents was pledged
to secure its commitment under its swap agreements and was classified as
restricted cash on the statement of financial condition. At December 31,
1999, none of the Company's cash equivalents were pledged.
SECURITIES AVAILABLE FOR SALE
The Company has designated its investments in mortgage-backed
securities, mortgage-related securities and certain other securities as
assets available for sale because the Company may dispose of them prior
to maturity. Securities available for sale are carried at estimated fair
value with the net unrealized gains or losses reported as a component of
accumulated other comprehensive income (loss) in stockholders' equity.
Unrealized losses on securities that reflect a decline in value which is
judged by management to be other than temporary, if any, are charged to
earnings. At disposition the realized net gain or loss is included in
income on a specific identification basis. The amortization of premiums
and accretion of discounts are computed using the effective yield method
after considering actual and estimated prepayment rates, if applicable,
and credit losses. Actual prepayment and credit loss experience is
reviewed quarterly and effective yields are recalculated when
differences arise between prepayments and credit losses originally
anticipated and amounts actually received plus anticipated future
prepayments and credit losses.
The Company may, in the future, acquire similar securities that it
intends to hold to maturity, or change its intent with respect to
certain securities currently in its portfolio, and designate such
securities as "held to maturity." Securities so designated would be
carried at amortized cost, subject to an impairment test.
SECURITIES HELD FOR TRADING
The Company has designated certain securities as assets held for trading
because the Company intends to hold them for short periods of time.
Securities held for trading are carried at estimated fair value with net
unrealized gains or losses included in income.
MORTGAGE LOANS
The Company purchases and originates certain commercial mortgage loans
to be held as long-term investments. Loans held for long-term investment
are recorded at cost at the date of purchase. Premiums and discounts
related to these loans are amortized over their estimated lives using
the effective interest method. Any origination fee income, application
fee income and direct costs associated with originating or purchasing
commercial mortgage loans are deferred and the net amount is included in
the basis of the loans on the statement of financial condition. The
Company recognizes impairment on the loans when it is probable that the
Company will not be able to collect all amounts due according to the
contractual terms of the loan agreement. The Company measures impairment
based on the present value of expected future cash flows discounted at
the loan's effective interest rate or the fair value of the collateral
if the loan is collateral dependent.
The Company acquired certain residential mortgage loans in the CORE Cap
merger (Note 2). These loans may be sold in the near term and are
classified as held for sale and carried at the lower of amortized cost
or market.
SHORT SALES
As part of its short-term trading strategies (see Note 4), the Company
may sell securities that it does not own ("short sales"). To complete a
short sale, the Company may arrange through a broker to borrow the
securities to be delivered to the buyer. The proceeds received by the
Company from the short sale are retained by the broker until the Company
replaces the borrowed securities, generally within a period of less than
one month. In borrowing the securities to be delivered to the buyer, the
Company becomes obligated to replace the securities borrowed at their
market price at the time of the replacement, whatever that price may be.
A gain, limited to the price at which the Company sold the security
short, or a loss, unlimited as to dollar amount, will be recognized upon
the termination of a short sale if the market price is less than or
greater than the proceeds originally received. The Company's liability
under the short sales is recorded at fair value, with unrealized gains
or losses included in net gain or loss on securities held for trading in
the statement of operations and comprehensive income (loss).
The Company is exposed to credit loss in the event of nonperformance by
any broker that holds a deposit as collateral for securities borrowed.
However, the Company does not anticipate nonperformance by any broker.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of the Company's securities available for sale,
securities held for trading, and securities sold short are based on
market prices provided by certain dealers who make markets in these
financial instruments. The fair values reported reflect estimates and
may not necessarily be indicative of the amounts the Company could
realize in a current market exchange.
FORWARD COMMITMENTS
As part of its short-term trading strategies (see Note 4), the Company
may enter into forward commitments to purchase or sell U.S. Treasury or
agency securities, which obligate the Company to purchase or sell such
securities at a specified date at a specified price. When the Company
enters into such a forward commitment, it will, generally within sixty
days or less, enter into a matching forward commitment with the same or
a different counterparty which entitles the Company to sell (in
instances where the original transaction was a commitment to purchase)
or purchase (in instances where the original transaction was a
commitment to sell) the same or similar securities on or about the same
specified date as the original forward commitment. Any difference
between the specified price of the original and matching forward
commitments will result in a gain or loss to the Company. Changes in the
fair value of open commitments are recognized on the statement of
financial condition and included among assets (if there is an unrealized
gain) or among liabilities (if there is an unrealized loss). A
corresponding amount is included as a component of net gain or loss on
securities held for trading in the statement of operations and
comprehensive income (loss).
The Company is exposed to interest rate risk on these commitments, as
well as to credit loss in the event of nonperformance by any other party
to the Company's forward commitments. However, the Company does not
anticipate nonperformance by any counterparty.
FINANCIAL FUTURES CONTRACTS - TRADING
As part of its short-term trading strategies (see Note 4), the Company
may enter into financial futures contracts, which are agreements between
two parties to buy or sell a financial instrument for a set price on a
future date. Initial margin deposits are made upon entering into futures
contracts and can be either cash or securities. During the period that
the futures contract is open, changes in the value of the contract are
recognized as gains or losses on securities held for trading by
"marking-to-market" on a daily basis to reflect the market value of the
contract at the end of each day's trading. Variation margin payments are
received or made, depending upon whether gains or losses are incurred.
The Company is exposed to interest rate risk on the contracts, as well
as to credit loss in the event of nonperformance by any other party to
the contract. However, the Company does not anticipate nonperformance by
any counterparty.
HEDGING INSTRUMENTS
As part of its asset/liability management activities, the Company may
enter into interest rate swap agreements, forward currency exchange
contracts and other financial instruments in order to hedge interest
rate and foreign currency exposures or to modify the interest rate or
foreign currency characteristics of related items in its statement of
financial condition. The Company's portfolio of interest rate swap
agreements involves the exchange of fixed interest payments for floating
interest payments.
Income and expenses from interest rate swap agreements that are, for
accounting purposes, designated as hedging securities available for sale
are recognized as a net adjustment to the interest income of the hedged
item. During the term of the interest rate swap agreement, changes in
fair value are recognized on the statement of financial condition and
included among assets (if there is an unrealized gain) or among
liabilities (if there is an unrealized loss). A corresponding amount is
included as a component of accumulated other comprehensive income (loss)
in stockholders' equity. The Company accounts for revenues and expenses
from the interest rate swap agreements under the accrual basis over the
period to which the payment relates. Amounts paid to acquire these
instruments are capitalized and amortized over the life of the
instrument. Amortization of capitalized fees paid as well as payments
received under these agreements are recorded as an adjustment to
interest income. If the underlying hedged securities are sold, the
amount of unrealized gain or loss in accumulated other comprehensive
income (loss) relating to the corresponding interest rate swap agreement
is included in the determination of gain or loss on the sale of the
securities. If interest rate swap agreements are terminated, the
associated gain or loss is deferred over the remaining term of the
agreement, provided that the underlying hedged item still exists.
Revenues and expenses from forward currency exchange contracts are
recognized as a net adjustment to foreign currency gain or loss. During
the term of the forward currency exchange contracts, changes in fair
value are recognized on the statement of financial condition and
included among assets (if there is an unrealized gain) or among
liabilities (if there is an unrealized loss). A corresponding amount is
included as a component of net foreign currency gain or loss in the
statement of operations and comprehensive income (loss).
Financial futures contracts that are, for accounting purposes,
designated as hedging securities available for sale, are carried at fair
value, with changes in fair value included in other comprehensive income
(loss). Realized gains and losses on closed contracts are deferred and
recognized in the basis of the hedged available for sale security, and
amortized as a yield adjustment over the security's remaining term. See
Note 11 for a description of the financial futures contracts open as of
June 30, 2000.
The Company monitors its hedging instruments throughout their terms to
ensure that they remain effective at their intended purpose. The Company
is exposed to interest rate and/or currency risk on these hedging
instruments, as well as to credit loss in the event of nonperformance by
any other party to the Company's hedging instruments. However, the
Company does not anticipate nonperformance by any counterparty.
FOREIGN CURRENCIES
Assets and liabilities denominated in foreign currencies are translated
at the exchange rate in effect on the date of the statement of financial
condition. Revenues, costs, and expenses denominated in foreign
currencies are translated at average rates of exchange prevailing during
the period. Foreign currency gains and losses resulting from this
process are recognized in earnings.
NEGATIVE GOODWILL
Negative goodwill reflects the excess of the estimated fair value of the
net assets acquired in the Core-Cap Inc. merger (Note 2) over the
purchase price for such assets. Negative goodwill is amortize using the
straight-line method from the date of acquisition over approximately 5.7
years, the weighted average lives of the assets acquired in the merger
that the Company currently intends to retain. This amortization is
included in other expenses. Negative goodwill, net, was $9,475 at June
30, 2000, and is included in other liabilities.
NET INCOME (LOSS) PER SHARE
Net income per share is computed in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, Earnings Per Share.
Basic income (loss) per share is calculated by dividing net income
(loss) available to common shareholders by the weighted average number
of common shares outstanding during the period. Diluted income (loss)
per share is calculated using the weighted average number of common
shares outstanding during the period plus the additional dilutive effect
of common stock equivalents. The dilutive effect of outstanding stock
options is calculated using the treasury stock method, and the dilutive
effect of preferred stock is calculated using the "if converted" method.
<TABLE>
<CAPTION>
For the Three Months Ended June 30, 2000
---------------------------------------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
<S> <C> <C> <C>
Net income available to common $7,759
shareholders
-------------------
Basic net income per share $7,759 23,114,621 $0.34
========================
Effect of dilutive securities:
10.5% Series A Senior Cumulative
Redeemable Preferred Stock 868 4,081,680
--------------------------------------------------
Diluted net income per share $8,627 27,196,301 $0.32
================================================== ========================
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 2000
---------------------------------------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
<S> <C> <C> <C>
Net income available to common $14,218
shareholders
--------------------
Basic net income per share $14,218 22,029,294 $0.65
========================
Effect of dilutive securities:
10.5% Series A Senior Cumulative
Redeemable Preferred Stock $1,734 4,081,680
-------------------- -----------------------
Diluted net income per share $15,952 26,110,974 $0.61
==================== ======================= ========================
</TABLE>
The Company's stock options outstanding were antidilutive for all
periods presented. For the three and six months ended June 30, 1999, the
Company had no preferred stock outstanding, so basic and diluted
earnings per share are the same.
INCOME TAXES
The Company has elected to be taxed as a Real Estate Investment Trust
("REIT") and to comply with the provisions of the Internal Revenue Code
of 1986, as amended, with respect thereto. Accordingly, the Company
generally will not be subject to Federal income tax to the extent of its
distributions to stockholders and as long as certain asset, income and
stock ownership tests are met. As of December 31, 1999, the Company had
a capital loss carryover of $13,165 available to offset future capital
gains.
COMPREHENSIVE INCOME
SFAS No. 130, Reporting Comprehensive Income, requires the Company to
classify items of "other comprehensive income", such as unrealized gains
and losses on securities available for sale, by their nature in the
financial statements and display the accumulated balance of other
comprehensive income (loss) separately from retained earnings and
additional paid-in capital in the stockholders' equity section of the
statement of financial condition. In accordance with SFAS No. 130,
cumulative unrealized gains and losses on securities available for sale
are classified as accumulated other comprehensive income (loss) in
stockholders' equity and current period unrealized gains and losses are
included as a component of comprehensive income (loss).
RECENT ACCOUNTING PRONOUNCEMENTS
During 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. This
statement establishes accounting and reporting standards for derivative
instruments including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that the Company
recognize all derivatives as either assets or liabilities in the
statement of financial condition and measure those instruments at fair
value. If certain conditions are met, a derivative may be specifically
designated as a hedge of the exposure to changes in the fair value of a
recognized asset or liability, or a hedge of the exposure to variable
cash flows. The accounting for changes in the fair value of a derivative
(e.g., through earnings or outside of earnings, through comprehensive
income) depends on the intended use of the derivative and the resulting
designation.
The Company is required to implement SFAS 133 (as amended by SFAS No.
138) by January 1, 2001. Company management is evaluating the impact
that this statement will have on its hedging strategies and use of
derivative instruments and is currently unable to predict the effect, if
any, it will have on the Company's financial statements.
In December of 1999, the staff of the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements." This bulletin summarizes certain of the staff's
views in applying generally accepted accounting principles to revenue
recognition in financial statements. The Company's management believes
that the guidance expressed in the bulletin does not affect the
Company's current revenue recognition policies.
RECLASSIFICATIONS
Certain amounts from 1999 have been reclassified to conform to the 2000
presentation.
NOTE 2 ACQUISITION OF CORE CAP, INC.
On May 15, 2000, the Company acquired all of the outstanding capital
stock of CORE Cap, Inc. ("CORE Cap"), a private real estate investment
trust investing in mortgage loans and mortgage-backed securities, in
exchange for 4,180,553 of the Company's common shares and 2,261,000
Series B preferred shares. The common and preferred shares issued by the
Company were valued at approximately $71,092 on May 15, 2000. The
acquisition was accounted for under the purchase method. Application of
purchase accounting resulted in an excess of the value of the acquired
net assets over the value of the Company's common and preferred shares
issued in the acquisition, plus transaction costs. This deferred credit
totaled $9,687 and is being amortized as described in "Negative
Goodwill" above. The operations of CORE Cap are included in the
Company's financial statements from May 15, 2000.
The following unaudited consolidated proforma results of operations for
the six months ended June 30, 2000 and 1999 assume the CORE Cap
acquisition occurred as of the beginning of each period presented:
2000 1999
--------------------------------------
Net Interest Income $76,684 $95,765
Net Income 25,513 25,010
Net Income available to common 17,206 22,184
shareholders
Earnings per share:
Basic 0.68 0.89
Diluted 0.65 0.89
<TABLE>
<CAPTION>
NOTE 3 SECURITIES AVAILABLE FOR SALE
The Company's securities available for sale are carried at estimated
fair value. The amortized cost and estimated fair value of securities
available for sale as of June 30, 2000 are summarized as follows:
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Security Description Cost Gain Loss Value
----------------------------------------------------------------------------------------------------------------------------------
Commercial mortgage-backed securities ("CMBS"):
<S> <C> <C> <C> <C>
Investment grade rated securities $ 167,692 $ 5,129 - $172,821
Non-investment grade rated subordinated securities 339,423 - (86,576) 252,847
Non-rated subordinated securities 36,968 - (9,842) 27,126
--------------- --------------- --------------- ----------------
Total CMBS 544,083 5,129 (96,418) 452,794
--------------- --------------- --------------- ----------------
Single-family residential mortgage-backed securities ("RMBS"):
Agency adjustable rate securities 140,452 - (2) 140,450
Agency fixed rate securities 349,441 517 - 349,958
Privately issued investment grade rated fixed rate securities 95,516 - (1,147) 94,369
--------------- --------------- --------------- ----------------
Total RMBS 585,409 517 (1,149) 584,777
--------------- --------------- --------------- ----------------
Total securities available for sale $1,129,492 $5,646 $(97,567) $1,037,571
=============== =============== =============== ================
</TABLE>
As of June 30, 2000, an aggregate of $945,251 in estimated fair value of
the Company's securities available for sale was pledged to secure its
borrowings.
The amortized cost and estimated fair value of securities available for
sale as of December 31, 1999 are summarized as follows:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Security Description Cost Gain Loss Value
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial mortgage-backed securities ("CMBS"):
Non-investment grade rated subordinated securities $ 334,162 - $ (90,454) $ 243,708
Non-rated subordinated securities 38,882 - (9,857) 29,025
-------------- ---------------- --------------- ----------------
Total CMBS 373,044 - (100,311) 272,733
-------------- ---------------- --------------- ----------------
Single-family residential mortgage-backed securities ("RMBS"):
Agency adjustable rate securities 57,826 $ 1,032 - 58,858
Agency fixed rate securities 166,323 - (498) 165,825
Privately issued investment grade rated fixed rate securities 78,091 - (1,270) 76,821
-------------- ---------------- --------------- ----------------
Total RMBS 302,240 1,032 (1,768) 301,504
-------------- ---------------- --------------- ----------------
Agency insured project loan 3,050 - (92) 2,958
-------------- ---------------- --------------- ----------------
Total securities available for sale $ 678,334 $ 1,032 $(102,171) $ 577,195
============== ================ =============== ================
</TABLE>
At December 31, 1999, an aggregate of $392,831 in estimated fair value
of the Company's securities available for sale was pledged to secure its
borrowings.
The aggregate estimated fair value by underlying credit rating of the
Company's securities available for sale at June 30, 2000 is as follows:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
Estimated Estimated
Security Rating Fair Value Percentage Fair Value Percentage
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Agency and agency insured securities $ 490,408 47.2% $ 227,641 39.5%
AAA 94,369 9.1 76,821 13.3
BBB 172,821 16.7 - -
BB+ 25,170 2.4 23,103 4.0
BB 24,835 2.4 22,051 3.8
BB- 52,424 5.1 50,412 8.7
B+ 14,567 1.4 14,173 2.5
B 87,220 8.4 84,830 14.7
B- 34,002 3.3 32,770 5.7
CCC 14,629 1.4 16,368 2.8
Not rated 27,126 2.6 29,026 5.0
----------------- ----------------- ---------------- ---------------
Total securities available for sale $ 1,037,571 100.0% $ 577,195 100.0%
================= ================= ================ ===============
</TABLE>
As of June 30, 2000, there were 1,766 loans underlying the subordinated
CMBS held by the Company with an original principle balance of
$9,240,165.
As of June 30, 2000 the mortgage loans underlying the subordinated CMBS
held by the Company were secured by properties of the types and at the
locations identified below:
<TABLE>
<CAPTION>
Property Type Percentage (1) Geographic Location Percentage (1)
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Multifamily 30.6% California 12.6%
Retail 26.5 Texas 11.2
Office 16.5 New York 9.6
Lodging 9.4 Florida 6.4
Other 17.0 Other (2) 60.2
------------------- -------------------
Total 100.0% Total 100.0%
=================== ===================
(1) Based on a percentage of the total unpaid principal balance of the underlying loans.
(2) No other individual state comprises more than 5% of the total.
</TABLE>
The following table sets forth certain information relating to the
aggregate principal balance and payment status of delinquent mortgage
loans underlying the subordinated CMBS held by the company as of June
30, 2000 and December 31, 1999:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
JUNE 30, 2000 DECEMBER 31, 1999
--------------------------------------------------------------------------------------------------------------------------------
NUMBER OF % OF NUMBER OF % OF
PRINCIPAL LOANS COLLATERAL PRINCIPAL LOANS COLLATERAL
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Past due 30 days to 60 days $21,355 4 0.23% $ 2,936 2 0.03%
--------------------------------------------------------------------------------------------------------------------------------
Past due 60 days to 90 days 5,262 3 0.06% 13,522 3 0.14%
--------------------------------------------------------------------------------------------------------------------------------
Past due 90 days or more 17,487 4 0.19% 34,631 6 0.36%
--------------------------------------------------------------------------------------------------------------------------------
REO 10,214 2 0.11% 10,248 0 0.0%
--------------------------------------------------------------------------------------------------------------------------------
Total $54,318 13 0.59% $51,089 11 0.71%
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Company's delinquency experience of 0.59% is in line with directly
comparable collateral experience shown in the Lehman Brothers 1998 CMBS
index at 0.53%.
To the extent that realized losses, if any, or such resolutions differ
significantly from the Company's original loss estimates, it may be
necessary to reduce the projected yield on the applicable CMBS
investment to better reflect such investment's expected earnings net of
expected losses, from the date of purchase. While realized losses on
individual assets may be higher or lower than original estimates, the
Company currently believes its aggregate loss estimates and yields are
appropriate.
The CMBS held by the Company consist of subordinated securities
collateralized by adjustable and fixed rate commercial and multifamily
mortgage loans. The RMBS held by the Company consist of adjustable rate
and fixed rate residential pass-through or mortgage-backed securities
collateralized by adjustable and fixed rate single-family residential
mortgage loans. Agency RMBS were issued by Federal Home Loan Mortgage
Corporation (FHLMC), Federal National Mortgage Association (FNMA) or
Government National Mortgage Association (GNMA). Privately issued RMBS
were issued by entities other than FHLMC, FNMA or GNMA. The Company's
securities available for sale are subject to credit, interest rate
and/or prepayment risks.
The CMBS owned by the Company provide credit support to the more senior
classes of the related commercial securitization. Cash flow from the
mortgages underlying the CMBS generally is allocated first to the senior
classes, with the most senior class having a priority entitlement to
cash flow. Then, any remaining cash flow is allocated generally among
the other CMBS classes in order of their relative seniority. To the
extent there are defaults and unrecoverable losses on the underlying
mortgages, resulting in reduced cash flows, the most subordinated CMBS
class will bear this loss first. To the extent there are losses in
excess of the most subordinated class' stated entitlement to principal
and interest, then the remaining CMBS classes will bear such losses in
order of their relative subordination.
As of June 30, 2000, the anticipated weighted average unleveraged yield
to maturity based upon adjusted cost of the Company's subordinated CMBS
was 9.72% per annum, and of the Company's other securities available for
sale was 8.0% per annum. The Company's anticipated yields to maturity on
its subordinated CMBS and other securities available for sale are based
upon a number of assumptions that are subject to certain business and
economic uncertainties and contingencies. Examples of these include,
among other things, the rate and timing of principal payments (including
prepayments, repurchases, defaults and liquidations), the pass-through
or coupon rate and interest rate fluctuations. Additional factors that
may affect the Company's anticipated yields to maturity on its
subordinated CMBS include interest payment shortfalls due to
delinquencies on the underlying mortgage loans, and the timing and
magnitude of credit losses on the mortgage loans underlying the
subordinated CMBS that are a result of the general condition of the real
estate market (including competition for tenants and their related
credit quality) and changes in market rental rates. As these
uncertainties and contingencies are difficult to predict and are subject
to future events, which may alter these assumptions, no assurance can be
given that the anticipated yields to maturity, discussed above and
elsewhere, will be achieved.
The agency adjustable rate RMBS held by the Company are subject to
periodic and lifetime caps that limit the amount such securities'
interest rates can change during any given period and over the life of
the loan.
As of June 30, 2000, the unamortized net discount on securities
available for sale was $326,000 which represented 81.6% of the then
remaining face amount of such securities.
During the six months ended June 30, 2000, the Company sold securities
available for sale for total proceeds of $1,309,203 resulting in a
realized gain of $705. Of the securities sold, $1,052,462 of sales
proceeds represents securities acquired in the CORE Cap merger. Any gain
on the sale of securities acquired in the CORE Cap merger was
attributable to market movements subsequent to the acquisition of such
securities.
NOTE 4 SECURITIES HELD FOR TRADING
Securities held for trading reflect short-term trading strategies, which
the Company employs from time to time, designed to generate economic and
taxable gains. As part of its trading strategies, the Company may
acquire long or short positions in U.S. Treasury or agency securities,
forward commitments to purchase such securities, financial futures
contracts and other fixed income or fixed income derivative securities.
Any taxable gains from such strategies will be applied as an offset
against the tax basis capital loss carry forward that the Company
incurred during 1998 as a result of the sale of a substantial portion of
its securities available for sale.
The Company's securities held for trading are carried at estimated fair
value. As of June 30, 2000 and December 31, 1999, the Company did not
have any long or short positions in securities held for trading.
During the six months ended June 30, 2000 and June 30, 1999, aggregate
net realized gains on securities held for trading were $328 and $1,072,
respectively.
The Company's trading strategies are subject to the risk of
unanticipated changes in the relative prices of long and short positions
in trading securities, but are designed to be relatively unaffected by
changes in the overall level of interest rates.
NOTE 5 COMMERCIAL MORTGAGE LOANS
In August 1998, the Company along with a syndicate of other lenders
originated a loan secured by a second lien on five luxury hotels in
London, England and the surrounding vicinity (The "London Loan"). The
loan has a five-year maturity and may be prepaid at any time. The London
Loan is denominated in pounds sterling and bears interest at a rate
based upon the London Interbank Offered Rate (LIBOR) for pounds sterling
plus approximately 4%. The Company's investment in the London Loan is
carried at amortized cost and translated into U.S. dollars at the
exchange rate in effect on the reporting date. The amortized cost and
certain additional information with respect to the Company's investment
in the London Loan as of June 30, 2000, and December 31, 1999 (at the
exchange rates in effect on such dates) are summarized as follows:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------------------------------------------------------------------------------------------------------------------------
Interest Principal Unamortized Amortized Interest Principal Unamortized Amortized
Rate Balance Discount Cost Rate Balance Discount Cost
---------------- ------------- --------------- --------------- -------------- ------------- ------------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
10.25% $32,469 $55 $32,414 10.11% $ 34,680 $67 $34,613
</TABLE>
The exchange rate for the British pound at June 30, 2000 was
(pound)0.660895 to US $1.00; at December 31, 1999 the exchange rate was
(pound)0.61908. The entire principal balance of the Company's investment
in the London Loan is pledged to secure line of credit borrowings. The
borrower has made all payments when due.
Toward the end of the first quarter of 2000, the Company funded a
$30,600 subordinated participation in a first mortgage secured by a
commercial office building located in New York City (the "Commercial
Office Building Loan"). The Commercial Office Building Loan matures
December, 2001, and payments are interest only based upon LIBOR plus
approximately 6.5%. The Company will receive a 50 basis point exit fee
related to the Commercial Office Building Loan, which is being amortized
into interest income over the life of such loan. The entire principal
balance of the Company's investment in the Commercial Office Building
Loan is pledged to secure line of credit borrowings. As of June 30,
2000, the interest rate on the Commercial Office Building Loan was
13.24%, and the borrower has made all payments when due.
During 1999, the Company funded its entire commitment, $35,000, under a
floating rate commercial real estate construction loan secured by a
second mortgage on an office complex located in Santa Monica, California
(the "California Loan"). The California Loan matures August 2001, and
payments are interest only, based upon LIBOR plus approximately 6.5%.
The California Loan provides for two one-year extensions through August
2003 at the borrower's option, based upon property performance. The
Company received a $175 commitment fee relating to the commitment, which
is being amortized into income over the expected two-and-one-half year
life of such loan. The entire principal balance of the California Loan
is pledged to secure borrowings under a term financing agreement. As of
June 30, 2000, the interest rate on amounts funded under the commitment
was 13.24% and the borrower had made all payments when due.
NOTE 6 COMMON STOCK
On January 5, 2000, the Company repurchased 6,100 shares of its common
stock for $39 in open market transactions. This purchase was made at a
price of $6.42 per share (including commissions). The remaining number
of shares authorized for repurchase is 2,713,519. In accordance with
Maryland corporate regulations, all repurchased shares are retired.
On March 31, 1999 the Company filed a $200,000 shelf registration
statement with the SEC. The shelf registration statement will permit the
Company to issue a variety of debt and equity securities in the public
markets should appropriate opportunities arise.
On March 16 and May 22, 2000, the Company declared distributions to its
shareholders of $0.29 per share, payable on April 28, 2000 and July 28,
2000 to stockholders of record on March 31, 2000 and June 30, 2000. For
U.S. Federal income tax purposes, the dividends are ordinary income to
the Company's stockholders.
As part of the CORE Cap merger, the Company issued 4,180,552 shares of
its common stock to CORE Cap shareholders.
NOTE 7 PREFERRED STOCK
On December 2, 1999 the Company authorized and issued 1,200,000 shares
of 10.5% Series A Senior Cumulative Redeemable Preferred Stock ("Series
A Preferred Stock"), $0.001 par value per share, for aggregate proceeds
of $30,000. The new series of preferred stock carries a 10.5% coupon and
is convertible into the Company's common stock at a price of $7.35. The
Series A Preferred Stock has a seven-year maturity at which time, at the
option of the holders, the shares may be converted into common shares or
liquidated ("Liquidation Preference") for $28.50 per share. If
converted, the Series A Preferred Stock would convert into approximately
4 million shares of the Company's common stock. The difference between
the liquidation price and the proceeds received totals $4,200, and is
being accreted to the carrying value of the Series A Preferred Stock
over its seven-year life.
The Series A Preferred Stock was privately placed by the Company, and
there was no underwriting discount paid. At the closing of the CORE Cap
merger, the Liquidation Preference was increased from $27.75 to $28.50
per share.
As part of the CORE Cap merger, the Company authorized and issued
2,261,000 shares of 10% Series B Cumulative Redeemable Convertible
Preferred Stock ("Series B Preferred Stock"), $0.001 par value per share
to CORE Cap shareholders. The Series B Preferred Stock is perpetual,
carries a 10% coupon, has a preference in liquidation of $56,525, and is
convertible into the Company's common stock at a price of $17.09 per
share, subject to adjustment. As of June 30, 2000, the Company has
authorized and unissued Preferred Stock of 96,539,003 shares.
NOTE 8 TRANSACTIONS WITH AFFILIATES
The Company has a Management Agreement (the "Management Agreement") with
BlackRock Financial Management, Inc. (the "Manager"), a majority owned
indirect subsidiary of PNC Bank Corp. ("PNC") and the employer of
certain directors and officers of the Company, under which the Manager
manages the Company's day-to-day operations, subject to the direction
and oversight of the Company's Board of Directors. The initial two year
term of the Management Agreement was to expire on March 20, 2000; on
March 16, 2000, the Management Agreement was extended for an additional
two years, with the approval of a majority of the unaffiliated
directors, on terms similar to the prior agreement. The Company pays the
Manager an annual base management fee equal to a percentage of the
average invested assets of the Company as defined in the Management
Agreement. The base management fee is equal to 1% per annum of the
average invested assets rated less than BB- or not rated, 0.75% of
average invested assets rated BB- to BB+, and 0.35% of average invested
assets rated above BB+.
The Company accrued $2,990 and $1,073 in base management fees in
accordance with the terms of the Management Agreement for the six months
ended June 30, 2000 and June 30, 1999 respectively. In accordance with
the provisions of the Management Agreement, the Company will reimburse
the Manager for certain expenses incurred on behalf of the Company by
the Manager. No reimbursement expenses were incurred during the six
months ended June 30, 2000 and 1999, respectively.
The Company will also pay the Manager, as incentive compensation, an
amount equal to 25% of the funds from operations of the Company (as
defined) plus gains (minus losses) from debt restructuring and sales of
property, before incentive compensation, in excess of the amount that
would produce an annualized return on equity equal to 3.5% over the
Ten-Year U.S. Treasury Rate as defined in the Management Agreement. For
purposes of the incentive compensation calculation, equity is generally
defined as proceeds from issuance of common stock before underwriting
discounts and commissions and other costs of issuance. The Company has
not accrued for or paid the Manager any incentive compensation since it
commenced operations.
On March 17, 1999, the Company's Board of Directors approved an
administration agreement with the Manager and the termination of a
previous agreement with an unaffiliated third party. Under the terms of
the administration agreement, the Manager provides financial reporting,
audit coordination and accounting oversight services. The Company pays
the Manager a monthly administrative fee at an annual rate of 0.06% of
the first $125 million of average net assets, 0.04% of the next $125
million of average net assets and 0.03% of average net assets in excess
of $250 million subject to a minimum annual fee of $120. The terms of
the administrative agreement are substantially similar to the terms of
the previous third-party agreement. For both the six months ended June
30, 2000 and June 30, 1999, the administration fee was $60.
During the six months ended June 30, 2000, the Company purchased
certificates representing a 1% interest in Midland Commercial Mortgage
Owner Trust IV, Midland Commercial Mortgage Owner Trust V and Midland
Commercial Mortgage Owner Trust VI for a total of $1,649, $851 and $557,
respectively. These Trusts were purchased from Midland Loan Services,
Inc. ("Midland"), a wholly owned indirect subsidiary of PNC and the
depositor to the Trusts. The assets of the Trusts consist of commercial
mortgage loans originated or acquired by Midland. In connection with
these transactions, the Company entered into a $4,500 committed line of
credit from PNC Funding Corp., a wholly owned indirect subsidiary of
PNC, to borrow up to 90% of the fair market value of the Company's
interest in the Trusts. Outstanding borrowings against this line of
credit bear interest at a LIBOR based variable rate. The Company earned
$135 and $33 from the Trusts and paid interest of approximately $76 and
$28 to PNC Funding Corp. during the six and three months ended June 30,
2000, respectively.
NOTE 9 STOCK OPTIONS
The Company has adopted a stock option plan (the "1998 Stock Option
Plan") that provides for the grant of both qualified incentive stock
options that meet the requirements of Section 422 of the Code, and
non-qualified stock options, stock appreciation rights and dividend
equivalent rights. Stock options may be granted to the Manager,
directors, officers and any key employees of the Company, directors,
officers and key employees of the Manager and to any other individual or
entity performing services for the Company.
The exercise price for any stock option granted under the 1998 Stock
Option Plan may not be less than 100% of the fair market value of the
shares of common stock at the time the option is granted. Each option
must terminate no more than ten years from the date it is granted.
Subject to anti-dilution provisions for stock splits, stock dividends
and similar events, the 1998 Stock Option Plan authorizes the grant of
options to purchase an aggregate of up to 2,470,453 shares of common
stock.
Pursuant to the 1998 Stock Option Plan, during 1998 certain officers,
directors and employees of the Company and the Manager were granted
options to purchase 1,163,967 shares of the Company's common stock and
PNC Investment Corp., a wholly owned indirect subsidiary of PNC, was
granted options to purchase 324,176 shares of the Company's common
stock. The exercise price of these options is $15 per share. The
remaining contractual life of each option is approximately 7.7 years at
June 30, 2000. One half of these options, representing 744,072 shares,
vested on March 31, 2000; the remaining options vest in equal
installments on March 27, 2001 and March 27, 2002. 125,000 of these
options have been terminated and none have been exercised as of June 30,
2000.
During 1999 pursuant to the 1998 Stock Option Plan, options to purchase
270,000 shares of the Company's common stock were granted to certain
officers of the Company and employees of the Manager who provide
services to the Company. The exercise price of these options is $8.44
per share. The remaining contractual life of each option is
approximately 8.7 years at June 30, 2000. One half of these options
vested on March 31, 2000 and the remainder will vest on March 31, 2001.
240,000 of these options were terminated and none have been exercised as
of June 30, 2000.
In addition to the foregoing, in 2000 pursuant to the 1998 Stock Option
Plan, options to purchase 70,000 shares of the Company's common stock
were granted to certain officers of the Company and employees of the
Manager who provide services to the Company. The exercise price of these
options is $8.02 per share. The remaining contractual life of each
option is approximately 9.7 years at June 30, 2000. The options vest in
two equal installments on March 31, 2001 and March 31, 2002. 50,000 of
these options were terminated as of June 30, 2000.
In addition to the foregoing, on May 15, 2000 pursuant to the
acquisition of CORE Cap, the Company granted stock options on the
Company's stock to the directors of CORE Cap similar in term and vesting
to the stock options the directors held immediately prior to the date of
acquisition. The strike price was adjusted for the effect of the
acquisition. The options granted were as follows:
Number of Options Exercise %
Granted Price Vested
------------------------------------------------------------
76,998 15.58 66%
15,400 15.84 100%
15,400 9.11 100%
15,400 7.82 100%
The fair value of the option grants at the grant date was estimated by
the Company using the Black-Scholes option-pricing model; the resulting
valuation was negligible. None of these options have been terminated or
exercised as of June 30, 2000.
NOTE 10 BORROWINGS
The Company's borrowings consist of lines of credit borrowings and
reverse repurchase agreements.
The Company has an agreement with Merrill Lynch Mortgage Capital Inc.
("Merrill Lynch"), which permits the Company to borrow up to $200,000.
As of June 30, 2000 and December 31, 1999, the outstanding borrowings
under this line of credit were $61,284 and $64,575, respectively. The
agreement requires assets to be pledged as collateral, which may consist
of rated CMBS, rated RMBS, residential and commercial mortgage loans,
and certain other assets. Outstanding borrowings under this line of
credit bear interest at a LIBOR based variable rate. This facility
matures on August 20, 2000. Subsequent to June 30, 2000, the Company
obtained an agreement in principal from Merill Lynch to renew the
facility for another year.
In June 1999, the Company closed a $17,500, three year term financing
secured by the Company's $35,000 California Loan. As of June 30, 2000
and December 31, 1999, the Company had drawn $14,131 under this loan.
Outstanding borrowings under this term financing bear interest at a
LIBOR based variable rate.
On July 19, 1999, the Company entered into a $185,000 committed credit
facility with Deutsche Bank, AG (the "Deutsche Bank Facility"). The
Deutsche Bank Facility has a two-year term and provides for a one-year
extension at the Company's option. The Deutsche Bank Facility can be
used to replace existing reverse repurchase agreement borrowings and to
finance the acquisition of mortgage-backed securities and loan
investments, which will be used to collateralize borrowings under the
Deutsche Bank Facility. As of June 30, 2000 and December 31, 1999, the
outstanding borrowings under this facility were $27,972 and $5,022,
respectively. Outstanding borrowings under the Deutsche Bank Facility
bear interest at a LIBOR based variable rate.
In December 1999 the Company entered into a two-year $50,000 credit
facility with an institutional lender. This facility can be used to
finance the acquisition of mortgage-backed securities and loan
investments. As of June 30, 2000 and December 31, 1999, the Company
borrowed $8,910 under this facility. Outstanding borrowings under this
term financing bear interest at a LIBOR based variable rate.
At the time of the CORE Cap acquisition, there were commercial paper
facility agreements with each of ABN Amro and Societe Generale, which
were used to finance residential and commercial loans. The Company has
elected to renew the facility with ABN Amro, which facility is in the
amount of $200,000, matures on June 18, 2001, and bears interest at a
variable based LIBOR rate. The Company did not renew the facility with
Societe Generale.
The Company is subject to various covenants in its lines of credit,
including maintaining a minimum GAAP net worth of $140,000, a
debt-to-equity ratio not to exceed 4.5 to 1, a minimum cash requirement
based upon certain debt to equity ratios, a minimum debt service
coverage ratio of 1.5, and a minimum liquidity reserve of $10,000.
Additionally, the Company's GAAP net worth cannot decline by more than
37% during the course of any two consecutive fiscal quarters. As of June
30, 2000 and December 31, 1999, the Company was in compliance with all
such covenants.
The Company has entered into reverse repurchase agreements to finance
most of its securities available for sale that are not financed under
its lines of credit. The reverse repurchase agreements are
collateralized by most of the Company's securities available for sale
and bear interest at a LIBOR based variable rate.
Certain information with respect to the Company's collateralized
borrowings at June 30, 2000 is summarized as follows:
<TABLE>
<CAPTION>
Lines of Reverse Total
Credit and Repurchase Collateralized
Term Loans Agreements Borrowings
-------------------- ----------------------- --------------------------
<S> <C> <C> <C>
Outstanding borrowings $ 187,548 $776,664 $964,212
Weighted average borrowing rate 7.40% 6.83% 6.94%
Weighted average remaining maturity 274 days 21 days 70 days
Estimated fair value of assets pledged $271,380 $859,366 $1,130,746
</TABLE>
As of June 30, 2000, $32,469 of borrowings outstanding under the lines
of credit were denominated in pounds sterling and interest payable is
based on sterling LIBOR.
As of June 30, 2000, the Company's collateralized borrowings had the
following remaining maturities:
<TABLE>
<CAPTION>
Lines of Reverse Total
Credit and Repurchase Collateralized
Term Loan Agreements Borrowings
---------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Within 30 days $137,349 $773,079 $910,428
31 to 59 days 20,960 3,585 24,545
Over 60 days 29,239 - 29,239
---------------------- ----------------------- -----------------------
$187,548 $776,664 $964,212
====================== ======================= =======================
</TABLE>
Certain information with respect to the Company's collateralized
borrowings as of December 31, 1999 is summarized as follows:
<TABLE>
<CAPTION>
Lines of Reverse Total
Credit and Repurchase Collateralized
Term Loans Agreements Borrowings
--------------------- ----------------------- --------------------
<S> <C> <C> <C>
Outstanding borrowings $ 94,035 $ 377,498 $ 471,533
Weighted average borrowing rate 7.25% 6.32% 6.50%
Weighted average remaining maturity 360 Days 36 Days 101 Days
Estimated fair value of assets pledged $133,301 $ 412,983 $ 546,284
</TABLE>
As of December 31, 1999, $22,375 of borrowings outstanding under the
line of credit were denominated in pounds sterling.
As of December 31, 1999, the Company's collateralized borrowings had the
following remaining maturities:
<TABLE>
<CAPTION>
Lines of Reverse Total
Credit and Term Repurchase Collateralized
Loans Agreements Borrowings
---------------------- ----------------------- ----------------------------
<S> <C> <C> <C> <C>
Within 30 days - $ 157,918 $ 157,918
31 to 59 days - 219,580 219,580
Over 60 days $94,035 - 94,035
===========================================================================
$94,035 $ 377,498 $ 471,533
===========================================================================
</TABLE>
Under the lines of credit and the reverse repurchase agreements, the
respective lender retains the right to mark the underlying collateral to
estimated market value. A reduction in the value of its pledged assets
will require the Company to provide additional collateral or fund margin
calls. From time to time, the Company expects that it will be required
to provide such additional collateral or fund margin calls.
NOTE 11 HEDGING INSTRUMENTS
As of June 30, 2000 the Company has entered into forward currency
exchange contracts pursuant to which it has agreed to exchange
(pound)8,000 (pounds sterling) for $13,152 (U.S. dollars) on July 21,
2000. On July 21, 2000 the Company entered into a forward exchange
contract pursuant to which it agreed to exchange (pound)8,000 (pounds
sterling) for $12,100 (U.S. dollars) on January 13, 2000. In certain
circumstances, the Company may be required to provide collateral to
secure its obligations under the forward currency exchange contracts, or
may be entitled to receive collateral from the counter party to the
forward currency exchange contracts. At June 30, 2000, no collateral was
required under the forward currency exchange contracts. The estimated
fair value of the forward currency exchange contracts was $1,042 as of
June 30, 2000, which was recognized as part of net foreign currency
gain.
As of June 30, 2000, the Company had outstanding a short position of 93
thirty-year U.S. Treasury Bond future contracts, 98 five-year, and 913
ten-year U.S. Treasury Note future contracts expiring on September 30,
2000, which represented $9,300 and $101,100 in face amount of U.S.
Treasury Bonds and Notes, respectively. These contracts are designated
as hedging certain of the Company's available-for-sale securities. The
unrealized loss of these contracts was approximately $2,877 as of June
30, 2000 and is included in the carrying value of the hedged
available-for-sale securities. During the six months ended June 30, 2000
the Company had $1,912 of realized losses from futures contracts in US
Treasury securities, which reduced the basis of the hedged
available-for-sale securities.
Interest rate swap agreements involve the exchange of fixed interest for
floating interest payments. The Company pays fixed interest payments to
the counterparty on a quarterly or semi-annual basis, in exchange for
receiving floating interest payments on a quarterly basis from the
counterparty. The Company has designated these swap agreements as
hedging certain of the Company's available-for-sale securities. The
Company acquired these positions through the CORE Cap merger and
assigned a cost to each contract equal to the fair market value of each
contract. The amortized cost of these agreements was $18,217 at June 30,
2000, and their fair value included in other assets was $7,081. The cost
of the swaps will be amortized into interest income over the remaining
life of the swaps. At June 30, 2000 accrued net interest payable equaled
$1,665. As of June 30, the weighted average interest rate receivable and
payable is 6.49% and 6.37%, respectively.
Occasionally, counterparties will require the Company or the Company
will require counterparties to provide collateral for the interest rate
swap agreements in the form of margin deposits. Net deposits are
recorded as a component of accounts receivable or other liabilities.
Should the counterparty fail to return deposits paid, the Company would
be at risk for the fair market value of that asset. At June 30, 2000 the
balance of such net margin deposits received from counterparties as
collateral under these agreements totaled $3,869.
NOTE 12 INTEREST RATE AGREEMENTS
Interest rate agreements as of June 30, 2000 consist of the following:
<TABLE>
<CAPTION>
Notional Estimated Fair
Value Value Unamortized Cost Remaining Term Strike Rate
-------------- ----------------- ----------------- ----------------- --------------
<S> <C> <C> <C> <C> <C>
Interest rate cap agreement - $ 120,000 $433 $325 63 days 5.25%
purchased options
Interest rate floor agreement - 200,000 0 0 167 days 5.50%
purchased options
Interest rate swap agreements 502,000 7,081 18,217 6.19 years n/a
</TABLE>
For the quarter ended June 30, 2000, the Company's interest rate cap
agreement consisted of $120,000 (notional value) of purchased interest
rate cap agreement, recorded at estimated fair value. Amortization
expense is recorded as an adjustment to interest expense. For the
quarter ended June 30, 2000 the Company recorded amortization expense of
$243. The Company receives cash payments under this agreement should
one-month LIBOR exceed the contract strike rate of the cap agreement.
These payments are recorded as an adjustment to interest expense. For
the quarter ended June 30, 2000 the Company received cash payments of
$196 under this agreement.
For the quarter ended June 30, 2000, the Company owned a $200,000
(notional value) interest rate floor agreement. There was no cost
associated with this agreement. The Company will receive cash payments
should one-month LIBOR drop below the contract strike rate. These
payments, if any, will be recorded as an adjustment to interest expense.
For the quarter ended June 30, 2000 the Company did not receive cash
payments under this agreement.
Interest rate agreements contain an element of risk in the event that
the counterparties to the agreements do not perform their obligations
under the agreements. The Company minimizes its risk exposure by
entering into agreements with parties rated at least A+ by Standard &
Poor's Rating Services. Furthermore, the Company has interest rate
agreements established with several different counterparties in order to
reduce the risk of credit exposure to any one counterparty. Management
does not expect any counterparty to default on their obligations and,
therefore, does not expect to incur a loss.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
GENERAL: The Company was organized in November 1997 to invest in a
diversified portfolio of multifamily, commercial and residential
Mortgage Loans, MBS and other real estate related assets in the U.S. and
non-U.S. markets. In March 1998, the Company received $296.9 million of
net proceeds from the initial public offering of 20,000,000 shares and
the private placement of 1,365,198 shares of its Common Stock, which the
Company used to acquire its initial portfolio of investments. The
Company commenced operations on March 24, 1998.
The Company is a real estate finance company that generates income based
on the spread between the interest income on its investments and the
interest expense from borrowings used to finance its investments.
Because the Company has elected to be taxed as a REIT its income is
largely exempt from corporate taxation and the Company is able to
generate a higher level of net interest earnings than otherwise
obtainable by a taxable corporation making similar investments. The
principal risks that the Company faces are (i) credit risk on the high
yield real estate loans and securities it underwrites, (ii) interest
rate risk on the spread between the rates (typically one month LIBOR) at
which the Company borrows and the generally longer term rates (as
represented by the U.S. Ten Year Treasury) at which the Company lends;
and (iii) funding risk in the amount and cost of debt financing employed
by the Company over time versus the level of such funding that is
sustainable by the financing markets. These risks are discussed in more
detail below, under the heading, "Quantitative and Qualitative
Disclosures About Market Risk and under Capital Resources and
Liquidity".
The following discussion should be read in conjunction with the
financial statements and related notes. Dollar amounts are expressed in
thousands, other than per share amounts.
MARKET CONDITIONS:
Credit: The Company considers The Lehman Brothers delinquency statistics
for 1998 conduit transactions to be the most relevant for its CMBS
holdings, because most of the Company's CMBS were originated during
1998. Pursuant to these statistics as of June 30, 2000, 41 different
securitizations were being monitored by the index and 0.53% of principal
balances were delinquent. As of March 31, 2000, these 41 securitizations
had 0.67% of principal balances delinquent. The broader Lehman Brothers
CMBS collateral delinquency statistics representing all CMBS conduit
deals dates back to 1993 originations. As of June 30, 2000, 161
securitizations were being monitored among the larger universe and 0.61%
of outstanding balances were delinquent, compared to 152 securitizations
monitored as of March 31, 2000 and 0.67% delinquent. The indices show a
slight improvement in delinquencies but not significant enough to
indicate a change in credit outlook.
Morgan Stanley Dean Witter (MSDW) also tracks CMBS loan delinquencies
using a slightly smaller universe. Their index tracks all CMBS
transactions with more than $200,000 of collateral that have been
seasoned for at least one year. This will generally adjust for the lower
delinquencies that occur in newly originated collateral. As of June 30,
2000, MSDW delinquencies on 120 securitizations were 0.83%. As of March
31, 1999 this same index tracked 117 securitizations with delinquencies
of 0.89%.
Real Estate: The commercial real estate market in the U.S. is in a
healthy equilibrium. Consistent GDP growth continues to generate demand
for commercial space that has met the supply of new construction. While
construction activity remains strong, most markets remain in balance
with only some fast-growth Southern markets posing a concern. Exposure
to store closings in the retail sector have posed litte risk to CMBS due
to relatively low loan exposure to KMart, J.C. Penney, Winn Dixie
closing. Overall retail demand has been supported by high levels of
employment and growth in personal income.
Interest Rates: Action by the Federal Reserve and buybacks of Treasury
bonds have impacted both the shape of the Treasury curve and the level
of interest-rate swap spreads. Mortgage rates and CMBS market prices are
impacted by both Treasury yields and swap spreads. While interest rates
generally rose in 1999, the second quarter of 2000 saw rising short-term
interest rates and just modestly higher long-term rates. One month LIBOR
increased by 51 basis points from 6.13% at March 31, 2000 to 6.64% at
June 30, 2000. Yields on ten-year Treasury bonds increased by 1 basis
point and on thirty-year bonds by 6 basis points to yields of 6.02% and
5.90% respectively. With the recent data indicating a slowing economy
the Federal Reserve is expected to maintain the level of short-term
rates but could move them higher if this trend does not continue. See
below the section titled, "Quantitative and Qualitative Disclosures
About Market Risk" for a detailed discussion of how interest rates and
spreads affect the Company.
Real Estate Capital Markets: Liquidity and capital allocated to CMBS and
commercial loans remains at the levels which prevailed at the beginning
of 2000. Credit spreads widened modestly from 1999 year-end levels in
sympathy with wider swap spread levels and wider spreads on high yield
corporate bonds. CMBS spreads remain at historically wide levels despite
growth in net operating income at the property level. Capital flows into
the public real estate equity market turned positive in the second
quarter with $389 million of inflows. This follows net outflows of $418
million in the first quarter and outflows of $1.22 billion in 1999. This
channel for investment in real estate equity has had difficulty
attracting new investor interest relative to direct equity purchases.
This has led to significant reinvestment opportunities as public and
private real estate companies are forced to look to alternative sources
of financing. As an example of the relative opportunity in real estate,
evidence shows that investors continue to demand greater compensation
for real estate related high yield paper, albeit at a narrower margin,
than similarly rated corporate high yield paper in other industries. The
chart below compares the credit spreads for high yield CMBS to high
yield corporate bonds.
<TABLE>
<CAPTION>
Average Credit Spreads (in basis points)*
-----------------------------------------
BB CMBS BB Corporate Difference
<S> <C> <C> <C>
As of June 30, 2000 588 454 134
As of March 31, 2000 571 438 133
B CMBS B Corporate Difference
As of June 30, 2000 977 630 347
As of March 31, 2000 931 646 285
</TABLE>
*Source - Lehman Brothers CMBS High Yield Index & Lehman Brothers High Yield
Index
EFFECT OF MARKET CONDITIONS ON COMPANY PERFORMANCE:
The increase in credit spreads during the second quarter of 2000 led to
a slight decrease in the value of the Company's investment portfolio.
The unrealized loss on the Company's holdings of CMBS increased from
$101,139 at March 31, 2000 to $101,399 at June 30, 2000. The Company
performs a detailed review of its loss assumptions on a quarterly basis.
As of June 30, 2000 the Company determined that there has been no
material change in the credit quality of its portfolio.
The capital raising opportunities remain a challenge despite the first
sign of positive fund flows into the sector. During the second quarter
the Company was able to raise a significant amount of liquid capital at
very favorable terms through its acquisition of CORE Cap, Inc. The most
significant aspect of the transaction was the issuance of the Series B
10% perpetual, convertible preferred stock. The conversion price is
$17.09 per share of the Company's common stock. This represents
permanent fixed rate capital at well below what would otherwise be
available in the capital markets. While the liquidation preference of
the stock is $56,525 the market value of this instrument is
approximately 76% of that amount, or $43,004. This $13,521 discount
accrues to the benefit of the Company's common shareholders. The market
value of the assets purchased was determined based on market bids and
validated by significant sales. Therefore, the net asset value of the
CORE Cap portfolio exceeded the value of the consideration paid.
The preferred stock is perpetual, so the benefit of the discount remains
with the Company indefinitely. After reducing that benefit for
transaction costs and a small premium paid for the common stock the net
amount of the benefit is approximately 4% of the net asset value of the
Company's common equity prior to the merger.
The portfolio acquired from CORE Cap was comprised of highly liquid
investment grade quality residential and commercial mortgage backed
securities. The Company's post acquisition strategy has been to
liquidate these assets and redeploy the capital into higher yielding
real estate assets to improve earnings. The portfolio was acquired with
significant swap positions that are designed to act as a hedge on the
related assets held. Through June 30, 2000 the Company liquidated
approximately $465,000 of assets and reduced borrowings and hedge
positions accordingly. This strategy will continue through the third
quarter.
The Company's earnings depend, in part, on the relationship between
long-term interest rates and short-term interest rates. A significant
part of Company's investments bear interest at fixed rates determined by
reference to the yields of medium or long-term U.S. Treasury securities
or at adjustable rates determined by reference (with a lag) to the
yields on various short-term instruments. Approximately $100,000 of the
Company's assets earns interest at rates that are determined with
reference to LIBOR. All of the Company's borrowings bear interest at
rates that are determined with reference to LIBOR. To the extent that
interest rates on the Company's borrowings increase without an
offsetting increase in the interest rates earned on the Company's
investments, the Company's earnings could be negatively affected. As a
consequence of the CORE Cap merger, the Company was more aggressive in
hedging short-term rate risk. At June 30, 2000 the company had $502,000
of notional amount of swaps where the company pays fixed rates and
receives a LIBOR based floating rate. This effectively converts fixed
rate assets into floating rate assets thereby protecting against
short-term rate increases. The chart below compares the rate for the
ten-year U.S. Treasury securities to the one-month LIBOR rate.
Ten Year
U.S Treasury One month
Securities LIBOR Difference
------------ ---------- -----------
June 30, 2000 6.03% 6.66% (0.63%)
March 31, 2000 6.02% 6.13% (0.11%)
June 30, 1999 5.81% 5.22% 0.59%
The increase in LIBOR from March 31, 2000 to June 30, 2000 had a
negative impact on the Company's financing costs. At the end of July
2000, the ten-year U.S. Treasury yield had increased from its June 30,
2000 level to 6.04%, and one month LIBOR decreased to 6.62% during the
same period.
The Company purchased its CMBS portfolio at prices that reflect the
assumption that credit losses will occur. The adjusted purchase price of
the Company's CMBS portfolio as of June 30, 2000 represents 62% of its
par amount, while the market value is 46% of par. As the portfolio
matures the Company expects to recoup this difference provided that the
credit losses experienced are not greater than the credit losses assumed
in the purchase analysis.
The Company's CMBS represents approximately $600,000 of par
collateralized by underlying pools of commercial mortgages with an
original principal balance of over $9.2 billion as of June 30, 2000. The
Company is in a first loss position with respect to these loans. The
Company manages its credit risk through conservative underwriting at
time of purchase, diversification, active monitoring of loan
performance, and exercise of its right to control the workout process as
early as possible. All of these processes are based on the extensive
intranet-based analytic systems developed by BlackRock.
In underwriting loans, the Company performs site inspections and/or
desktop reviews of all loans in the pools. This process includes
detailed analysis of regional economic factors, industry outlooks,
project viability and documentation. Unacceptable risks are removed from
the pool. An assumption of expected losses is developed and the
securities are priced accordingly.
Active monitoring of loan performance is a critical function that is
performed via electronic uploads of information gathered from the master
and special servicers of each deal, PNC Bank and external data
providers. This internet based system allows the Company to monitor
payments, debt service coverage ratios, regional economic statistics,
general real estate market trends and other relevant factors.
The Company also uses the internet system to monitor delinquencies. The
Company updates this information monthly allowing for more detailed
analysis of loans before problems develop. The following table shows the
comparison of delinquencies:
<TABLE>
<CAPTION>
06/30/00 3/31/00
NUMBER OF % OF NUMBER OF % OF
PRINCIPAL LOANS/REO COLLATERAL PRINCIPAL LOANS COLLATERAL
--------- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Past due 30 days to 60 days $21,355 4 0.23% $14,567 6 0.16%
Past due 60 days to 90 days 5,262 3 0.06 12,646 5 0.14
Past due 90 days or more 17,487 4 0.19 27,940 6 0.30
REO 10,214 2 0.11 10,298 2 0.11
------------- ----------------- --------------- -------------- ---------------- ------------
TOTAL 54,318 13 0.59% $65,451 19 0.71%
============= ================= =============== ============== ================ ============
</TABLE>
Of the 13 delinquent loans at June 30, 2000, one is delinquent due to
technical reasons and six are in foreclosure proceedings or workout
negotiations. Regarding one of the loans, the party which originally
contributed the loan to the CMBS trust has indemnified the trust against
a loss of up to $1,300. This loan has a principal balance of $8,984.
At March 31, 2000 the Company showed a resolved loan of $22,434 on its
delinquency table. A resolved loan is technically not delinquent but the
Company left it on the table because the Lehman index used to measure
Company performance had not removed the loan from its delinquency
report. The loan has since been reclassified in the Lehman index as
current and therefore is removed from the Company's delinquency table.
The Company's delinquency experience of 0.59% is in line with directly
comparable collateral experience shown in the Lehman Brothers 1998 CMBS
index at 0.53%.
During the second quarter of 2000 the Company also experienced early
payoffs of $5,433 representing 0.06% of the existing pool balance. These
loans were paid at par with no loss. The anticipated losses attributable
to these loans will be reallocated to the loans remaining in the pools,
and no increase to loss adjusted yields will be made.
The Company also owns three mezzanine whole loans. The California Loan
is a $35 million second mortgage on an office construction project in
Santa Monica, California. The building is expected to be completed on
time during the third quarter. The building is currently 80% pre-leased
at rents of approximately $40 per square foot. This is higher than the
base case expectations at the time the Company originated the loan.
Furthermore, the real estate values for this class of office space in
Santa Monica have increased significantly since origination.
The London Loan is a (pound) 21,459 Sterling denominated loan that was
funded in August of 1998. It is secured by five luxury hotel properties
in and around London, England. The operations of the hotels continue to
meet expectations. While the underlying properties have performed well,
the loan's estimated liquidation value as of June 30, 2000 was 96% of
par.
The Commercial Office Building Loan is a $30.6 million subordinated
participation in a first mortgage secured by a 545 thousand square foot,
100% leased, class A office building in Midtown Manhattan. The loan was
originated at the end of the first quarter and is scheduled to mature in
December, 2001.
RECENT EVENTS: Subsequent to quarter-end, the Company applied a portion
of its cash on hand to acquire, in related transactions, interests in
two partnerships which each own a Class B suburban office building. The
office buildings total 99 thousand and 120 thousand square feet and are
located in Paoli and Newtown Pennsylvania. The properties are encumbered
by first lien non-recourse mortgages of $20,457. The Company contributed
approximately $5,200 of capital to the partnerships and will earn a
return that is preferential to the other partners.
Subsequent to quarter-end, the Company commenced documentation on a new
$200 million one-year financing facility to provide additional
flexibility for funding public and private single-family residential
mortgage loan issues.
As of June 30, 2000, $157,028 was available for future borrowings under
the $185,000 Deutsche Bank Facility, $41,090 was available for future
borrowings under the Company's $50,000 credit facility, $3.369 was
available for future borrowings under the Company's term financing
secured by the California Loan, and $126,016 was available for future
borrowings under the Company's facility with ABN Amro Bank.
FUNDS FROM OPERATIONS (FFO): Most industry analysts, including the
Company, consider FFO an appropriate supplementary measure of operating
performance of a REIT. In general, FFO adjusts net income for non-cash
charges such as depreciation, certain amortization expenses and gains or
losses from debt restructuring and sales of property. However, FFO does
not represent cash provided by operating activities in accordance with
GAAP and should not be considered an alternative to net income as an
indication of the results of the Company's performance or to cash flows
as a measure of liquidity.
The Company computes FFO in accordance with the definition recommended
by the National Association of Real Estate Investment Trusts. The
Company believes that the exclusion from FFO of gains or losses from
sales of property was not intended to address gains or losses from sales
of securities as they apply to the Company. Accordingly, the Company
includes gains or losses from sales of securities in its calculation of
FFO.
The Company's FFO for the three months ended June 30, 2000 and 1999 was
$9,334 and $7,196, respectively, and $16,659 and $13,931 for the six
months ended June 30, 2000 and 1999, respectively. FFO was the same as
its GAAP net income for all periods reported. The Company reported cash
flows provided by operating activities of $19,586 and $178,746, cash
flows provided by (used in) investing activities of $672,438 and $(749)
and cash flows used in financing activities of $699,842 and $169,738 in
its statement of cash flows for the six months ended June 30, 2000 and
1999, respectively.
RESULTS OF OPERATIONS
Net income for the three and six months ended June 30, 2000 was $9,334,
or $0.34 per share ($0.32 diluted) and $16,659, or $0.65 per share
($0.61 diluted), respectively. Further details of the changes are set
forth below.
Net income for the three and six months ended June 30, 1999 was $7,196,
or $0.34 per share (basic and diluted) and $13,931, or $0.67 per share
(basic and diluted), respectively. Further details of the changes are
set forth below.
INTEREST INCOME: The following tables sets forth information regarding
the total amount of income from certain of the Company's
interest-earning assets and the resulting average yields. Information is
based on monthly average balances during the period.
<TABLE>
<CAPTION>
For the Three Months Ended June 30, 2000
------------------------------------------------------------------
Interest Average Annualized
Income Balance Yield
---------------------- --------------------- ---------------------
<S> <C> <C> <C>
CMBS $9,333 $375,288 9.95%
Securities available for sale 9,853 457,279 8.62%
Commercial mortgage loans 2,989 100,746 11.87%
Mortgage loans held for sale 3,465 162,495 8.53%
Cash and cash equivalents 363 21,000 6.91%
---------------------- --------------------- ---------------------
Total $26,003 $1,116,808 9.31%
====================== ===================== =====================
For the Six Months Ended June 30, 2000
------------------------------------------------------------------
Interest Average Annualized
Income Balance Yield
---------------------- --------------------- ---------------------
CMBS $18,426 $374,399 9.84%
Securities available for sale 15,103 388,583 7.77%
Commercial mortgage loans 4,977 87,634 11.36%
Mortgage loans held for sale 3,465 81,249 8.53%
Cash and cash equivalents 655 22,000 5.95%
---------------------- --------------------- ---------------------
Total $42,625 $953,865 8.94%
====================== ===================== =====================
For the Three Months Ended June 30, 1999
---------------------- --------------------- ---------------------
Interest Average Annualized
Income Balance Yield
---------------------- --------------------- ---------------------
CMBS $8,382 $353,403 9.49%
Securities available for sale 3,240 199,941 6.48%
Commercial mortgage loan 1,135 45,374 10.00%
---------------------- --------------------- ---------------------
Total $12,757 $598,718 8.52%
====================== ===================== =====================
For the Six Months Ended June 30, 1999
------------------------------------------------------------------
Interest Average Annualized
Income Balance Yield
---------------------- --------------------- ---------------------
CMBS $16,739 $352,779 9.49%
Other securities available for sale 6,209 198,680 6.25%
Commercial mortgage loans 2,043 41,200 9.92%
---------------------- --------------------- ---------------------
Total $24,991 $592,659 8.43%
====================== ===================== =====================
</TABLE>
In addition to the foregoing, the Company earned $1,136 and $2,619 in
interest income from securities held for trading during the three and
six months ended June 30, 1999.
INTEREST EXPENSE: The following table sets forth information regarding
the total amount of interest expense from certain of the Company's
collateralized borrowings. Information is based on daily average
balances during the period.
<TABLE>
<CAPTION>
For the Three Months Ended June 30, 2000
------------------------------------------------------------------
Interest Average Annualized
Expense Balance Rate
---------------------- --------------------- ---------------------
<S> <C> <C> <C>
Reverse repurchase agreements $4,807 $275,921 6.97%
Lines of credit and term loan 10,289 580,468 7.09%
---------------------- --------------------- ---------------------
Total $15,096 $856,389 7.05%
====================== ===================== =====================
For the Six Months Ended June 30, 2000
------------------------------------------------------------------
Interest Average Annualized
Expense Balance Rate
---------------------- --------------------- ---------------------
Reverse repurchase agreements $10,609 $327,230 6.48%
Lines of credit and term loan 11,954 334,631 7.14%
---------------------- --------------------- ---------------------
Total $22,563 $661,861 6.82%
====================== ===================== =====================
For the Three Months Ended June 30, 1999
------------------------------------------------------------------
Interest Average Annualized
Expense Balance Rate
---------------------- --------------------- ---------------------
Reverse repurchase agreements $3,831 $299,532 5.11%
Lines of credit borrowings 806 53,133 6.07%
---------------------- --------------------- ---------------------
Total $4,637 $352,665 5.26%
====================== ===================== =====================
For the Six Months Ended June 30, 1999
------------------------------------------------------------------
Interest Average Annualized
Expense Balance Rate
---------------------- --------------------- ---------------------
Reverse repurchase agreements $6,881 $244,690 5.62%
Lines of credit borrowings 2,753 89,594 6.15%
---------------------- --------------------- ---------------------
Total $9,634 $334,284 5.76%
====================== ===================== =====================
</TABLE>
In addition to the foregoing, the Company incurred $1,374 and $3,500 in
interest expense from short-term borrowings relating to its securities
held for trading and securities sold short during the three months and
six months ended June 30, 1999, respectively.
NET INTEREST MARGIN AND NET INTEREST SPREAD FROM THE PORTFOLIO: The
Company considers its portfolio to consist of its securities available
for sale, its mortgage loans held for sale, its commercial mortgage
loans and its cash and cash equivalents because these assets relate to
its core strategy of acquiring and originating high yield loans and
securities backed by commercial real estate, while at the same time
maintaining a portfolio of liquid investment grade securities to enhance
the Company's liquidity.
Net interest margin from the portfolio is annualized net interest income
from the portfolio divided by the average market value of
interest-earning assets in the portfolio. Net interest income from the
portfolio is total interest income from the portfolio less interest
expense relating to collateralized borrowings. Net interest spread from
the portfolio equals the yield on average assets for the period less the
average cost of funds for the period. The yield on average assets is
interest income from the portfolio divided by average amortized cost of
interest earning assets in the portfolio. The average cost of funds is
interest expense from the portfolio divided by average outstanding
collateralized borrowings.
The following chart describes the interest income, interest expense, net
interest margin, and net interest spread for the Company's portfolio.
For the Three Months For the Three Months
Ended Ended
June 30, 2000 June 30, 1999
----------------------------- ----------------------
Interest Income $26,003 $13,951
Interest Expense $15,096 $6,011
Net Interest Margin 4.11% 5.35%
Net Interest Spread 2.74% 4.61%
OTHER EXPENSES: Expenses other than interest expense consist primarily
of management fees and general and administrative expenses. Management
fees of $1,700 and $2,990 for the three and six months ended June 30,
2000, and $1,073 and $2,123 for the three and six months ended June 30,
2000, respectively, were comprised solely of the base management fee
paid to the Manager for such periods (in accordance with the management
agreement between the Manager and the Company), as the Manager earned no
incentive fee for such periods. Other expenses of $548 and $1,435 for
the three and six months ended June 30, 2000 and $734 and $1,034 for the
three and six months ended June 30, 1999, respectively, were comprised
of accounting agent fees, custodial agent fees, directors' fees, fees
for professional services, insurance premiums, broken deal expenses, due
diligence costs, amortization of prepaid expenses, and other
miscellaneous expenses. Other expenses for 2000 include the amortization
of negative goodwill. The increase in other expenses in 2000 is
primarily due to amortization of the costs of new credit facilities
entered into in 1999, and the write-off of additional broken deal
expenses.
OTHER GAINS (LOSSES): During the three and six months ended June 30,
2000 the Company sold a portion of its securities available-for-sale for
total proceeds of $1,293,491, and $1,310,456 resulting in a realized
gain of $682 and $705. For the three months ended June 30, 1999, the
Company sold securities available-for-sale for total proceeds of $1,400,
resulting in realized gain of $7. The (losses) gains on securities held
for trading were $0 and $1,072 for the three months ended June 30, 2000
and 1999, respectively, and $328 and $2,253 for the six months ended
June 30, 2000 and 1999, respectively. The foreign currency losses of $7
and $11 for the three and six months ended June 30, 2000 relate to the
Company's net investment in a commercial mortgage loan denominated in
pounds sterling and associated hedging.
DIVIDENDS DECLARED: On May 22, 2000, the Company declared a dividend to
its stockholders of $0.29 per share, payable on July 28, 2000 to
stockholders of record on June 30, 2000. For U.S. Federal income tax
purposes, the dividends are ordinary income to the Company's
stockholders.
On March 17, 1999, the Company declared a dividend to its stockholders
of $0.29 per share, payable on April 15, 1999 to stockholders of record
on March 31, 1999.
TAX BASIS NET INCOME AND GAAP NET INCOME: Net income as calculated for
tax purposes (tax basis net income) was estimated at $7,692 or $0.33
($0.28 diluted) per share and $16,010 or $0.73 ($0.61 diluted), for the
three and six months ended June 30, 2000, respectively, compared to net
income as calculated in accordance with generally accepted accounting
principles (GAAP) of $9,334, or $0.34 ($0.32 diluted) per share, and
$16,659 or $0.65 ($0.61 diluted), respectively.
Net income as calculated for tax purposes (tax basis net income) was
$7,751 and $15, 604, or $0.37 and $0.76 per share (basic and diluted),
for the three months and six months ended June 30, 1999, respectively,
compared to net income as calculated in accordance with generally
accepted accounting principles of $7,196 and $13,931, or $0.34 and $0.67
per share (basic and diluted), for the three months and six months ended
June 30, 1999, respectively.
For tax purposes the fourth quarter 1998 dividend of $0.29 is treated as
a 1999 distribution. Thus, for tax purposes the total dividends paid
year to date in 2000 and 1999 were $0.58 and $0.87 respectively.
Differences between tax basis net income and GAAP net income arise for
various reasons. For example, in computing income from its subordinated
CMBS for GAAP purposes, the Company takes into account estimated credit
losses on the underlying loans whereas for tax basis income purposes,
only actual credit losses are taken into account. As there were no
actual credit losses incurred in the three months ended June 30, 2000,
tax basis income is higher than GAAP income. Certain general and
administrative expenses may differ due to differing treatment of the
deductibility of such expenses for tax basis income. Also, differences
could arise in the treatment of premium and discount amortization on the
Company's securities available for sale.
A reconciliation of GAAP net income to tax basis net income is as
follows:
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30, 1999 June 30, 1999
-------------------------------------------------
<S> <C> <C>
GAAP net income $9,334 $16,659
Subordinate CMBS income differences 658 1,651
Core Cap merger expenses (2,300) (2,300)
-------------------------------------------------
Tax basis net income $ 7,692 $ 16,010
=================================================
For the Three For the Six
Months Ended Months Ended
June 30, 1999 June 30, 1999
-------------------------------------------------
GAAP net income $7,196 $13,931
Subordinate CMBS income differences 942 2,044
General and administrative expense differences (387) (371)
-------------------------------------------------
Tax basis net income $7,751 $15,604
=================================================
</TABLE>
CHANGES IN FINANCIAL CONDITION
SECURITIES AVAILABLE FOR SALE: At June 30, 2000 and December 31, 1999,
an aggregate of $101,399 and $101,139, respectively, in unrealized
losses on securities available for sale was included as a component of
accumulated other comprehensive income (loss) in stockholders' equity.
The Company's securities available-for-sale, which are carried at
estimated fair value, included the following at June 30, 2000:
<TABLE>
<CAPTION>
Estimated
Fair
Security Description Value Percentage
--------------------------------------------------------------------------------------------------------------
Commercial mortgage-backed securities:
<S> <C> <C>
Investment grade rated securities $172,821 16.7%
Non-investment grade rated subordinated securities 252,847 24.4
Non-rated subordinated securities 27,126 2.6
----------------------------------
452,794 43.7%
----------------------------------
Single-family residential mortgage-backed securities:
Agency adjustable rate securities 140,450 13.5%
Agency fixed rate securities 349,958 33.7
Privately issued investment grade rated fixed rate securities 94,369 9.1
----------------- ----------------
584,777 56.3%
----------------- ----------------
$1,037,571 100.0%
================= ================
The Company's securities available-for-sale included the following at
December 31, 1999:
Estimated
Fair
Security Description Value Percentage
------------------------------------------------------------------------- ------------------- ----------------
Commercial mortgage-backed securities:
Non-investment grade rated subordinated securities $243,708 42.7%
Non-rated subordinated securities 29,025 4.6
------------------- ----------------
272,733 47.3
------------------- ----------------
Single-family residential mortgage-backed securities:
Agency adjustable rate securities 58,858 10.2
Agency fixed rate securities 165,825 28.7
Privately issued investment grade rated fixed rate securities 76,821 13.3
------------------- ----------------
301,504 52.2
------------------- ----------------
Agency insured project loan 2,958 0.5
------------------- ----------------
$577,195 100.0%
=================== ================
</TABLE>
BORROWINGS: As of June 30, 2000, the Company's debt has consisted of
line-of-credit borrowings, term loans and reverse repurchase agreements,
which have been collateralized by a pledge of most of the Company's
securities available for sale, securities held for trading and its
commercial mortgage loans. The Company's financial flexibility is
affected by its ability to renew or replace on a continuous basis its
maturing short-term borrowings. As of June 30, 2000, the Company has
obtained financing in amounts and at interest rates consistent with the
Company's short-term financing objectives.
Under the lines of credit, term loans, and the reverse repurchase
agreements, the lender retains the right to mark the underlying
collateral to market value. A reduction in the value of its pledged
assets will require the Company to provide additional collateral or fund
margin calls. From time to time, the Company expects that it will be
required to provide such additional collateral or fund margin calls.
The following tables set forth information regarding the Company's
collateralized borrowings.
<TABLE>
<CAPTION>
For the Six Months Ended
June 30, 2000
-------------------------------------------------------------------
June 30,
2000 Maximum Range of
Balance Balance Maturities
---------------------- --------------------- ----------------------
<S> <C> <C> <C> <C>
Reverse repurchase agreements $776,664 $1,206,696 5 to 31 days
Line of credit and term loan borrowings 187,548 $453,841 49 to 525 days
---------------------- --------------------- ----------------------
</TABLE>
HEDGING INSTRUMENTS: The Company's hedging policy with regard to its
sterling denominated commercial mortgage loan is to minimize its
exposure to fluctuations in the sterling exchange rate. At June 30,
2000, the Company's hedging transactions outstanding consisted of
forward currency exchange contracts pursuant to which the Company agreed
to exchange (pound)8,000 (pounds sterling) for U.S. $13,152 on July 21,
2000. On July 21, 2000 the Company entered into a forward exchange
contract pursuant to which it agreed to exchange (pound)8,000 (pounds
sterling) for $12,100 (U.S. dollars) on January 13, 2000. These
contracts are intended to hedge currency risk in connection with the
Company's investment in a commercial mortgage loan denominated in pounds
sterling. The estimated fair value of the forward currency exchange
contracts was $1,042 at June 30, 2000, which was recognized as a
reduction of net foreign currency gains (losses).
From time to time the Company may reduce its exposure to market interest
rates by entering into various financial instruments that shorten
portfolio duration. These financial instruments are intended to mitigate
the effect of interest rates on the value of certain assets in the
Company's portfolio. At June 30, 2000, the Company had outstanding a
short position of 93 thirty-year U.S. Treasury Bond future contracts, 98
five-year, and 513 ten-year U.S. Treasury Note future contracts expiring
in September 30, 2000, which represented $9,300 and $101,100 in face
amount of U.S. Treasury Bonds and Notes, respectively. The estimated
unrealized loss of these contracts was approximately $2,877 at June 30,
2000.
The Company acquired interest rate swap agreements through the CORE Cap
merger and assigned a cost to each contract equal to the fair market
value of each contract. The amortized cost of these agreements was
$18,217 at June 30, 2000, and their fair value included in other assets
was $7,081. The cost of the swaps will be amortized into interest income
over the remaining life of the swaps. At June 30, 2000 accrued net
interest payable equaled $1,665. As of June 30, the weighted average
interest rate receivable and payable is 6.49% and 6.37%, respectively.
CAPITAL RESOURCES AND LIQUIDITY: Liquidity is a measurement of the
Company's ability to meet potential cash requirements, including ongoing
commitments to repay borrowings, fund investments, loan acquisition and
lending activities and for other general business purposes. The primary
sources of funds for liquidity consist of collateralized borrowings,
principal and interest payments on and maturities of securities
available for sale, securities held for trading and commercial mortgage
loans, and proceeds from sales thereof.
If the Company is unable to maintain its borrowings at their current
level due to changes in the financing markets for the Company's assets,
then the Company may be required to sell assets in order to achieve
lower borrowings levels. In this event, the Company's level of net
earnings would decline. The Company's principal strategies for
mitigating this risk are to maintain portfolio leverage at levels it
believes are sustainable and to diversify the sources and types of
available borrowing and capital. The Company has utilized committed bank
facilities and preferred stock, and will consider resecuritization or
other achievable term funding of existing assets to diversify its
existing capital base.
On March 31, 1999, the Company filed a $200,000 shelf registration
statement with the SEC. The shelf registration statement will permit the
Company to issue a variety of debt and equity securities in the public
markets. There can be no certainty, however, that the Company will be
able to issue, on terms favorable to the Company, or at all, any of the
securities so registered.
As of June 30, 2000, $157,028 was available for future borrowings under
the $185,000 Deutsche Bank Facility, $41,090 was available for future
borrowings under the Company's $50,000 credit facility, $3,369 was
available for future borrowings under the Company's term financing
secured by the California Loan, and $126,016 was available for future
borrowings under the Company's facility with ABN Amro Bank.
On May 15, 2000 as part of the CORE Cap acquisition the Company issued
4,180,552 shares of common stock and 2,260,997 shares of Series B
Preferred Stock.
The Company's operating activities provided cash of $19,586 and $178,746
during the six months ended June 30, 2000, and 1999, respectively,
primarily through sales of trading securities in excess of purchases in
1999 and primarily through net income in 2000.
The Company's investing activities provided (used) cash totaling
$672,438 and $(749) during the six months ended June 30, 2000, and 1999,
respectively, primarily to purchase securities available-for-sale and to
fund commercial mortgage loans, offset by principal payments received on
securities available-for-sale and proceeds from sales of securities
available-for-sale.
The Company's financing activities used cash of $699,842 during the six
months ended June 30, 2000 primarily to reduce the level of borrowings
assumed in the CORE Cap merger and to pay distributions. The Company's
financing activities used cash of $169,738 during the six months ended
June 30, 1999 primarily to reduce the level of short-term borrowings and
to pay distributions.
Although the Company's portfolio of securities available-for-sale was
acquired at a net discount to the face amount of such securities, the
Company has received to date and expects to continue to receive
sufficient cash flows from these securities to fund distributions to the
Company's stockholders.
The Company is subject to various covenants in its lines of credit,
including maintaining a minimum GAAP net worth of $140,000, a
debt-to-equity ratio not to exceed 4.5 to 1, a minimum cash requirement
based upon certain debt to equity ratios, a minimum debt service
coverage ratio of 1.5, and a minimum liquidity reserve of $10,000.
Additionally, the Company's GAAP net worth cannot decline by more than
37% during the course of any two consecutive fiscal quarters. As of June
30, 2000 and December 31, 1999, the Company was in compliance with all
such covenants.
The Company's ability to execute its business strategy depends to a
significant degree on its ability to obtain additional capital. Factors
which could affect the Company's access to the capital markets, or the
costs of such capital, include changes in interest rates, general
economic conditions and perception in the capital markets of the
Company's business, covenants under the Company's current and future
credit facilities, results of operations, leverage, financial conditions
and business prospects. Current conditions in the capital markets for
REITs such as the Company have made permanent financing transactions
more difficult and more expensive than at the time of the Company's
initial public offering. Consequently, there can be no assurance that
the Company will be able to effectively fund future growth through the
capital markets. Except as discussed herein, management is not aware of
any other trends, events, commitments or uncertainties that may have a
significant effect on liquidity.
REIT STATUS: The Company has elected to be taxed as a REIT and to comply
with the provisions of the Internal Revenue Code of 1986, as amended,
with respect thereto. Accordingly, the Company generally will not be
subject to Federal income tax to the extent of its distributions to
stockholders and as long as certain asset, income and stock ownership
tests are met. The Company may, however, be subject to tax at corporate
rates or at excise tax rates on net income or capital gains not
distributed.
INVESTMENT COMPANY ACT: The Company intends to conduct its business so
as not to become regulated as an investment company under the Investment
Company Act of 1940, as amended (the "Investment Company Act"). Under
the Investment Company Act, a non-exempt entity that is an investment
company is required to register with the Securities and Exchange
Commission ("SEC") and is subject to extensive, restrictive and
potentially adverse regulation relating to, among other things,
operating methods, management, capital structure, dividends and
transactions with affiliates. The Investment Company Act exempts
entities that are "primarily engaged in the business of purchasing or
otherwise acquiring mortgages and other liens on and interests in real
estate" ("Qualifying Interests"). Under current interpretation by the
staff of the SEC, to qualify for this exemption, the Company, among
other things, must maintain at least 55% of its assets in Qualifying
Interests. Pursuant to such SEC staff interpretations, certain of the
Company's interests in agency pass-through and mortgage-backed
securities and agency insured project loans are Qualifying Interests. In
general, the Company will acquire subordinated interests in commercial
mortgage-backed securities ("subordinated CMBS") only when such mortgage
securities are collateralized by pools of first mortgage loans, when the
Company can monitor the performance of the underlying mortgage loans
through loan management and servicing rights, and when the Company has
appropriate workout or foreclosure rights with respect to the underlying
mortgage loans. When such arrangements exist, the Company believes that
the related subordinated CMBS constitute Qualifying Interests for
purposes of the Investment Company Act. Therefore, the Company believes
that it should not be required to register as an "investment company"
under the Investment Company Act as long as it continues to invest
primarily in such subordinated CMBS and/or in other Qualifying
Interests. However, if the SEC or its staff were to take a different
position with respect to whether the Company's subordinated CMBS
constitute Qualifying Interests, the Company could be required to modify
its business plan so that either (i) it would not be required to
register as an investment company or (ii) it would comply with the
Investment Company Act and be able to register as an investment company.
In such event, (i) modification of the Company's business plan so that
it would not be required to register as an investment company would
likely entail a disposition of a significant portion of the Company's
subordinated CMBS or the acquisition of significant additional assets,
such as agency pass-through and mortgage-backed securities, which are
Qualifying Interests or (ii) modification of the Company's business plan
to register as an investment company would result in significantly
increased operating expenses and would likely entail significantly
reducing the Company's indebtedness (including the possible prepayment
of the Company's short-term borrowings), which could also require it to
sell a significant portion of its assets. No assurances can be given
that any such dispositions or acquisitions of assets, or deleveraging,
could be accomplished on favorable terms. Consequently, any such
modification of the Company's business plan could have a material
adverse effect on the Company. Further, if it were established that the
Company were an unregistered investment company, there would be a risk
that the Company would be subject to monetary penalties and injunctive
relief in an action brought by the SEC, that the Company would be unable
to enforce contracts with third parties and that third parties could
seek to obtain rescission of transactions undertaken during the period
it was established that the Company was an unregistered investment
company. Any such results would be likely to have a material adverse
effect on the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK: Market risk is the exposure to loss resulting from changes
in interest rates, credit curve spreads, foreign currency exchange
rates, commodity prices and equity prices. The primary market risks to
which the Company is exposed are interest rate risk and credit curve
risk. Interest rate risk is highly sensitive to many factors, including
governmental, monetary and tax policies, domestic and international
economic and political considerations and other factors beyond the
control of the Company. Credit risk is highly sensitive to dynamics of
the markets for commercial mortgage securities and other loans and
securities held by the Company. Excessive supply of these assets
combined with reduced demand will cause the market to require a higher
yield. This demand for higher yield will cause the market to use a
higher spread over the U.S. Treasury securities yield curve, or other
benchmark interest rates, to value these assets. Changes in the general
level of the U.S. Treasury yield curve can have significant effects on
the market value of the Company's portfolio. The majority of the
Company's assets are fixed rate securities valued based on a market
credit spread to U.S. Treasuries. As U.S. Treasury securities are priced
to a higher yield and/or the spread to U.S. Treasuries used to price the
Company's assets is increased, the market value of the Company's
portfolio may decline. Conversely, as U.S. Treasury securities are
priced to a lower yield and/or the spread to U.S. Treasuries used to
price the Company's assets is decreased, the market value of the
Company's portfolio may increase. Changes in the market value of the
Company's portfolio may affect the Company's net income or cash flow
directly through their impact on unrealized gains or losses on
securities held for trading or indirectly through their impact on the
Company's ability to borrow. Changes in the level of the U.S. Treasury
yield curve can also affect, among other things, the prepayment
assumptions used to value certain of the Company's securities and the
Company's ability to realize gains from the sale of such assets. In
addition, changes in the general level of the LIBOR money market rates
can affect the Company's net interest income. The majority of the
Company's liabilities are floating rate based on a market spread to U.S.
LIBOR. As the level of LIBOR increases or decreases, the Company's
interest expense will move in the same direction.
The Company may utilize a variety of financial instruments, including
interest rate swaps, caps, floors and other interest rate exchange
contracts, in order to limit the effects of fluctuations in interest
rates on its operations. The use of these types of derivatives to hedge
interest-earning assets and/or interest-bearing liabilities carries
certain risks, including the risk that losses on a hedge position will
reduce the funds available for payments to holders of securities and,
indeed, that such losses may exceed the amount invested in such
instruments. A hedge may not perform its intended purpose of offsetting
losses or increased costs. Moreover, with respect to certain of the
instruments used as hedges, the Company is exposed to the risk that the
counterparties with which the Company trades may cease making markets
and quoting prices in such instruments, which may render the Company
unable to enter into an offsetting transaction with respect to an open
position. If the Company anticipates that the income from any such
hedging transaction will not be qualifying income for REIT income test
purposes, the Company may conduct part or all of its hedging activities
through a to-be-formed corporate subsidiary that is fully subject to
federal corporate income taxation. The profitability of the Company may
be adversely affected during any period as a result of changing interest
rates.
The following tables quantify the potential changes in the Company's net
portfolio value and net interest income under various interest rate and
credit spread scenarios. Net portfolio value is defined as the value of
interest-earning assets net of the value of interest-bearing
liabilities. It is evaluated using an assumption that interest rates, as
defined by the U.S. Treasury yield curve, increase or decrease up to 300
basis points and the assumption that the yield curves of the rate shocks
will be parallel to each other.
Net interest income is defined as interest income earned from
interest-earning assets net of the interest expense incurred by the
interest bearing liabilities. It is evaluated using the assumptions that
interest rates, as defined by the U.S. LIBOR curve, increase or decrease
by 200 basis points and the assumption that the yield curve of the LIBOR
rate shocks will be parallel to each other. Market value in this
scenario is calculated using the assumption that the U.S. Treasury yield
curve remains constant.
All changes in income and value are measured as percentage changes from
the respective values calculated in the scenario labeled as "Base Case".
The base interest rate scenario assumes interest rates as of June 30,
2000. Actual results could differ significantly from these estimates.
PROJECTED PERCENTAGE CHANGE IN PORTFOLIO NET MARKET VALUE
GIVEN U.S. TREASURY YIELD CURVE MOVEMENTS
--------------------------------------------------------
Change in Projected Change in
Treasury Yield Curve, Portfolio
+/- Basis Points Net Market Value
------------------------------- ------------------------
-300 17.1%
-200 12.2%
-100 6.5%
Base Case 0
+100 (7.3)%
+200 (15.5)%
+300 (24.4)%
PROJECTED PERCENTAGE CHANGE IN PORTFOLIO NET MARKET VALUE
GIVEN CREDIT SPREAD MOVEMENTS
--------------------------------------------------------
Change in Projected Change in
Credit Spreads, Portfolio
+/- Basis Points Net Market Value
------------------------------- ------------------------
-300 67.0%
-200 43.8%
-100 21.5%
Base Case 0
+100 (20.6)%
+200 (40.4)%
+300 (59.4)%
PROJECTED PERCENTAGE CHANGE IN PORTFOLIO NET INTEREST INCOME
GIVEN LIBOR MOVEMENTS
---------------------------------------------------------
Projected Change in
Change in LIBOR, Portfolio
+/- Basis Points Net Interest Income
------------------------------- -------------------------
-200 17.6%
-100 8.8%
Base Case 0
+100 (8.8)%
+200 (17.6)%
CREDIT RISK: Credit risk is the exposure to loss from loan defaults.
Default rates are subject to a wide variety of factors, including, but
not limited to, property performance, property management, supply and
demand factors, construction trends, consumer behavior, regional
economics, interest rates, the strength of the American economy, and
other factors beyond the control of the Company.
All loans are subject to a certain probability of default. The nature of
the CMBS assets owned are such that all losses experienced by a pool of
mortgages will be borne by the Company. Changes in the expected default
rates of the underlying mortgages will significantly affect the value of
the Company, the income it accrues and the cash flow it receives. An
increase in default rates will reduce the book value of the Company's
assets and the Company's earnings and cash flow available to fund
operations and pay dividends.
The Company manages credit risk through the underwriting process,
establishing loss assumptions, and careful monitoring of loan
performance. Before acquiring a security that represents a pool of
loans, the Company will perform a rigorous analysis of the quality of
substantially all of the loans proposed for that security. As a result
of this analysis, loans with unacceptable risk profiles will be removed
from the proposed security. Information from this review is then used to
establish loss assumptions. The Company will assume that a certain
portion of the loans will default and calculate an expected, or loss
adjusted yield, based on that assumption. After the securities have been
acquired, the Company monitors the performance of the loans, as well as
external factors that may affect their value. Factors that indicate a
higher loss severity or timing experience is likely to cause a reduction
in the expected yield, and therefore reduce the earnings of the Company
and may require a significant write down of assets.
For purposes of illustration, a doubling of the losses in the Company's
credit sensitive portfolio, without a significant acceleration of those
losses would reduce the expected yield from approximately 9.84% to
8.40%. This would reduce GAAP income going forward and cause a
significant write down in assets at the time the loss assumption is
changed.
ASSET AND LIABILITY MANAGEMENT: Asset and liability management is
concerned with the timing and magnitude of the repricing and/or maturing
of assets and liabilities. It is the objective of the Company to attempt
to control risks associated with interest rate movements. In general,
management's strategy is to match the term of the Company's liabilities
as closely as possible with the expected holding period of the Company's
assets. This is less important for those assets in the Company's
portfolio considered liquid, as there is a very stable market for the
financing of these securities.
The Company uses interest rate duration as its primary measure of
interest rate risk. This metric, expressed when considering any existing
leverage, allows the Company's management to approximate changes in the
net market value of the Company's portfolio given potential changes in
the U.S. Treasury yield curve. Interest rate duration considers both
assets and liabilities. As of June 30, 2000, the Company's duration on
equity was approximately 6.9 years. This implies that a parallel shift
of the U.S. Treasury yield curve of 100 basis points would cause the
Company's net asset value to increase or decrease by approximately 6.9%.
Because the Company's assets, and their markets, have other, more
complex sensitivities to interest rates, the Company's management
believes that this metric represents a good approximation of the change
in portfolio net market value in response to changes in interest rates,
though actual performance may vary due to changes in prepayments, credit
spreads and the cost of increased market volatility.
Other methods for evaluating interest rate risk, such as interest rate
sensitivity "gap" (defined as the difference between interest-earning
assets and interest-bearing liabilities maturing or repricing within a
given time period), are used but are considered of lesser significance
in the daily management of the Company's portfolio. The majority of the
Company's assets pay a fixed coupon and the income from such assets are
relatively unaffected by interest rate changes. The majority of the
Company's liabilities are borrowings under its line of credit or reverse
repurchase agreements that bear interest at variable rates that reset
monthly. Given this relationship between assets and liabilities, the
Company's interest rate sensitivity gap is highly negative. This implies
that a period of falling short-term interest rates will tend to increase
the Company's net interest income while a period of rising short-term
interest rates will tend to reduce the Company's net interest income.
Management considers this relationship when reviewing the Company's
hedging strategies. Because different types of assets and liabilities
with the same or similar maturities react differently to changes in
overall market rates or conditions, changes in interest rates may affect
the Company's net interest income positively or negatively even if the
Company were to be perfectly matched in each maturity category.
The Company currently has positions in forward currency exchange
contracts to hedge currency exposure in connection with its commercial
mortgage loan denominated in pounds sterling. The purpose of the
Company's foreign currency-hedging activities is to protect the Company
from the risk that the eventual U.S. dollar net cash inflows from the
commercial mortgage loan will be adversely affected by changes in
exchange rates. The Company's current strategy is to roll these
contracts from time to time to hedge the expected cash flows from the
loan. Fluctuations in foreign exchange rates are not expected to have a
material impact on the Company's net portfolio value or net interest
income.
FORWARD-LOOKING STATEMENTS: Certain statements contained herein are not,
and certain statements contained in future filings by the Company with
the SEC, in the Company's press releases or in the Company's other
public or shareholder communications may not be, based on historical
facts and are "Forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements which are based on various assumptions (some of which are
beyond the Company's control), may be identified by reference to a
future period or periods, or by the use of forward-looking terminology,
such as "may," "will," "believe," "expect," "anticipate," "continue," or
similar terms or variations on those terms, or the negative of those
terms. Actual results could differ materially from those set forth in
forward-looking statements due to a variety of factors, including, but
not limited to, those related to the economic environment, particularly
in the market areas in which the Company operates, competitive products
and pricing, fiscal and monetary policies of the U.S. Government,
changes in prevailing interest rates, acquisitions and the integration
of acquired businesses, credit risk management, asset/liability
management, the financial and securities markets and the availability of
and costs associated with sources of liquidity. Additional information
regarding these and other important factors that could cause actual
results to differ from those in the Company's forward looking statements
are contained under the section entitled "Risk Factors" in the Company's
Registration Statement on Form S-3 (File No. 333-32155), as filed with
the SEC on March 10, 2000 and in the Company's Registration Statement on
Form S-4 (File No.333-3596), as filed with the SEC on March 30, 2000, as
amended by Amendment No.1 to the Company's Registration Statement on
Form S-4, as filed with the SEC on April 11, 2000. The Company hereby
incorporates by reference those risk factors in this Form 10-Q. The
Company does not undertake, and specifically disclaims any obligation,
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
At June 30, 2000 there were no pending legal proceedings to which the
Company was a party or of which any of its property was subject.
Item 2. Changes in Securities and Use of Proceeds
Upon completion of the CORE Cap merger, the liquidation preference
payable on shares of the Company's Series A Preferred Stock was
increased from $27.75 to $28.50 per share.
Upon completion of the CORE Cap merger, the Company issued 2,260,997,
shares of Series B Preferred Stock, which are convertible into the
Company's common stock at a conversion price of $17.09 per share,
subject to adjustments.
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
On May 22, 2000, the Company held its annual meeting of shareholders.
The shareholders voted, in person or by proxy, for (i) the election of
three nominees to serve on the Board of Directors for a term of three
years or until their respective successors are duly elected and qualify,
(ii) the ratification of the appointment of Deloitte & Touche LLP as the
independent auditors of the Company for the fiscal year ending December
31, 2000 and (iii) the approval of the issuance of the Company's common
stock upon conversion of shares of the Company's Series B Preferred
Stock, which Series B Preferred Stock was subsequently issued pursuant
to an agreement and plan of merger between the Company, Anthracite
Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of the Company, and CORE Cap, Inc. The results of the voting
are shown below:
<TABLE>
<CAPTION>
Director Votes Cast For Votes Cast Against or Withheld
------------------------------------------------------------------------------------------------
<S> <C> <C>
Laurence D. Fink 19,660,519 352,940
Kendrick R. Wilson 19,653,594 392,312
Andrew P. Rifkin 19,621,147 359,865
Independent Auditor
------------------------------------
Deloitte & Touche 19,934,760 78,699
Issuance of Common Stock upon
conversion of Series B Preferred
Stock 13,487,201 181,435
</TABLE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
The Company filed a current report on Form 8-K (the "8-K") with the
SEC on May 30, 2000. The Company reported in the 8-K that the
Company and CORE Cap had completed the merger of a wholly owned
subsidiary of the Company with and into CORE Cap on May 15, 2000.
The Company also reported in the 8-K that on May 22, 2000, the
Company held its annual meeting of stockholders at which the
proposal to permit conversion of the Company's Series B Preferred
Stock was approved by the Company's stockholders. The Company did not
file any financial statements as part of the 8-K.
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.
ANTHRACITE CAPITAL, INC.
Dated: August 14, 2000 By: /s/ Hugh R. Frater
---------------------------------
Name: Hugh R. Frater
Title: President and Chief Executive
Officer (authorized officer of
registrant)
Dated: August 14, 2000 By: /s/ Richard M. Shea
------------------------------
Name: Richard M. Shea
Title: Chief Operating Officer and Chief
Financial Officer (principal accounting
officer)
