UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number 1-14788
Capital Trust, Inc.
-------------------
(Exact name of registrant as specified in its charter)
Maryland 94-6181186
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
605 Third Avenue, 26th Floor, New York, NY 10016
- ------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 655-0220
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Class A Common Stock, New York Stock Exchange
$0.01 par value ("Class A Common Stock")
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.
Yes[ X ] No[ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of outstanding shares of the Registrant's Class A Common
Stock as of July 13, 1999 was 18,352,983.
<PAGE>
EXPLANATORY NOTE
- ----------------
Capital Trust, Inc., a Maryland corporation (the "Company"), is the
successor to Capital Trust, a California business trust (the "Predecessor"),
following consummation of the reorganization on January 28, 1999 whereby the
Predecessor ultimately merged with and into the Company. Unless the context
otherwise requires, references to the business, assets, liabilities, capital
structure, operations and affairs of the Company include those of the
Predecessor prior to the reorganization.
<PAGE>
CAPITAL TRUST, INC.
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information
<S> <C> <C>
Item 1: Financial Statements 1
Consolidated Balance Sheets - June 30, 1999 (unaudited) and
December 31, 1998 (audited) 1
Consolidated Statements of Income - Three and Six Months
Ended June 30, 1999 and 1998 (unaudited) 2
Consolidated Statements of Changes in Stockholders' Equity -
Six Months Ended June 30, 1999 and 1998 (unaudited) 3
Consolidated Statements of Cash Flows - Six Months Ended June
30, 1999 and 1998 (unaudited) 4
Notes to Consolidated Financial Statements (unaudited) 5
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 3: Quantitative and Qualitative Disclosures about Market
Risk 20
Part II. Other Information
Item 1: Legal Proceedings 22
Item 2: Changes in Securities 22
Item 3: Defaults Upon Senior Securities 22
Item 4: Submission of Matters to a Vote of Security Holders 22
Item 5: Other Information 22
Item 6: Exhibits and Reports on Form 8-K 23
Signatures 24
</TABLE>
<PAGE>
Capital Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
June 30, 1999 and December 31, 1998
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
-------------------- --------------------
Assets (Unaudited) (Audited)
<S> <C> <C>
Cash and cash equivalents $ 14,810 $ 46,623
Other available-for-sale securities, at fair value - 3,355
Commercial mortgage-backed securities available-for-sale, at fair value 219,068 31,650
Certificated mezzanine investments available-for-sale, at fair value 45,038 45,480
Loans receivable, net of $5,536 and $4,017 reserve for possible credit
losses at June 30, 1999 and December 31, 1998, respectively 516,858 620,858
Excess of purchase price over net tangible assets acquired, net 297 308
Deposits and other receivables 731 401
Accrued interest receivable 7,519 8,041
Deferred income taxes 3,860 3,029
Prepaid and other assets 7,335 6,693
--------------- --------------=
Total assets $ 815,516 $766,438
=============== ===============
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable and accrued expenses $ 6,626 $12,356
Notes payable 3,884 4,247
Credit facilities 332,934 371,754
Term redeemable securities contract 127,947 -
Repurchase obligations 38,432 79,402
Deferred origination fees and other revenue 4,615 4,448
--------------- ---------------
Total liabilities 514,438 472,207
--------------- ---------------
Company-obligated, mandatorily redeemable, convertible preferred
securities of CT Convertible Trust I, holding solely 8.25% junior
subordinated debentures of Capital Trust, Inc. ("Convertible
Trust Preferred Securities")
145,944 145,544
--------------- ---------------
Stockholders' equity:
Class A Convertible Preferred Stock, $0.01 par value, $0.26
cumulative annual dividend, 100,000 shares authorized, 12,268
shares issued and outstanding (liquidation preference of $33,000)
("Class A Preferred Stock") 123 123
Class A Common Stock, $0.01 par value, 100,000 shares authorized,
18,159 shares issued and outstanding 182 182
Restricted Class A Common Stock, $0.01 par value, 144 and 55 shares
issued and outstanding at June 30, 1999 and December 31, 1998,
respectively 1 1
Additional paid-in capital 189,578 188,816
Unearned compensation (698) (418)
Accumulated other comprehensive income (3,949) (4,665)
Accumulated deficit (30,103) (35,352)
--------------- --------------
Total stockholders' equity 155,134 148,687
--------------- --------------
Total liabilities and stockholders' equity $ 815,516 $766,438
=============== ==============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
-1-
<PAGE>
Capital Trust, Inc. and Subsidiaries
Consolidated Statements of Income
Three and Six Months Ended June 30, 1999 and 1998
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -------------------------------
1999 1998 1999 1998
------------- ----------- ------------- --------------
<S> <C> <C> <C> <C>
Income from loans and other investments:
Interest and related income $ 20,589 $ 14,066 $ 42,741 $ 22,043
Less: Interest and related expenses 9,124 6,516 17,742 9,597
------------- ----------- ------------- --------------
Income from loans and other investments, net 11,465 7,550 24,999 12,446
------------- ----------- ------------- --------------
Other revenues:
Advisory and investment banking fees 2,081 5,790 5,174 8,650
Other interest income 225 310 845 680
Gain on sale of investments 35 - 35 -
------------- ----------- ------------- --------------
Total other revenues 2,341 6,100 6,054 9,330
------------- ----------- ------------- --------------
Other expenses:
General and administrative 3,606 4,020 8,861 7,261
Other interest expense 110 105 201 211
Depreciation and amortization 88 62 175 108
Provision for possible credit losses 954 760 2,033 1,240
------------- ----------- ------------- ------------
Total other expenses 4,758 4,947 11,270 8,820
------------- ----------- ------------- ------------
Income before income taxes and distributions and
amortization on Convertible Trust Preferred
Securities 9,048 8,703 19,783 12,956
Provision for income taxes 4,281 3,679 9,483 5,259
------------- ----------- ------------ ------------
Income before distributions and amortization on
Convertible Trust Preferred Securities 4,767 5,024 10,300 7,697
Distributions and amortization on Convertible
Trust Preferred Securities, net of income tax
benefit of $1,552 and $3,104 1,742 - 3,483 -
------------- ----------- ------------ -------------
Net income 3,025 5,024 6,817 7,697
Less: Class A Preferred Stock dividend and
dividend requirement 784 784 1,568 1,568
------------- ----------- ------------ --------------
Net income allocable to shares of Class A Common
Stock $ 2,241 $ 4,240 $ 5,249 $ 6,129
============= ============ ============ =============
Per share information:
Net income per share of Class A Common Stock:
Basic $ 0.12 $ 0.23 $ 0.29 $ 0.34
============= ============ ============= ==============
Diluted $ 0.10 $ 0.16 $ 0.22 $ 0.25
============= ============ ============= ==============
Weighted average shares of Class A Common
Stock outstanding:
Basic 18,352,983 18,229,650 18,335,142 18,218,835
============= =========== ============= ==============
Diluted 30,920,641 30,770,567 30,902,800 30,744,162
============= =========== ============= ==============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
-2-
<PAGE>
Capital Trust, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
Six Months Ended June 30, 1999 and 1998
(in thousands) (unaudited)
<TABLE>
<CAPTION>
Restricted
Class A Class A Class A Additional
Comprehensive Preferred Common Common Paid-In Unearned
Income Stock Stock Stock Capital Compensation
------------- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Six months ended June 30, 1998
- --------------------------------
Balance at December 31, 1997 $ - $ 123 $ 182 $ - $ 188,257 $ -
Net income 7,697 - - - - -
Change in unrealized gain (loss) on
available-for-sale securities (442) - - - - -
Issuance of restricted
Class A Common Stock - - - 1 724 (725)
Restricted Class A Common Stock
earned - - - - - 79
Dividends paid on Class A Preferred
Stock - - - - - -
-------------- ---------------------------------------------------------------------
Balance at June 30, 1998 $ 7,255 $ 123 $ 182 $ 1 $ 188,981 $ (646)
============== ======================================================================
Six months ended June 30, 1999
- ---------------------------------
Balance at December 31, 1998 $ - $ 123 $ 182 $ 1 $ 188,816 $ (418)
Net income 6,817 - - - - -
Change in unrealized loss on
available-for-sale securities 716 - - - - -
Cancellation of previously issued
restricted Class A Common Stock - - - (1) (149) 104
Issuance of Class A Common Stock
unit awards - - - - 312 -
Issuance of restricted
Class A Common Stock - - - 1 599 (600)
Restricted Class A Common Stock
earned - - - - - 216
Dividends paid on Class A Preferred
Stock
- - - - - -
-------------- ----------------------------------------------------------------------
Balance at June 30, 1999 $ 7,533 $ 123 $ 182 $ 1 $ 189,578 $ (698)
============== ======================================================================
</TABLE>
<TABLE>
<CAPTION>
Accumulated
Other
Comprehensive Accumulated
Income Deficit Total
------------------------------------------------
<S> <C> <C> <C>
Six months ended June 30, 1998
- --------------------------------
Balance at December 31, 1997 $ 387 $ (45,660) $ 143,289
Net income - 7,697 7,697
Change in unrealized gain (loss) on
available-for-sale securities (442) - (442)
Issuance of restricted
Class A Common Stock - - -
Restricted Class A Common Stock
earned - - 79
Dividends paid on Class A Preferred
Stock - (1,568) (1,568)
--------------------------------------------------
Balance at June 30, 1998 $ (55) $ (39,531) $ 149,055
==================================================
Six months ended June 30, 1999
- ---------------------------------
Balance at December 31, 1998 $ (4,665) $ (35,352) $ 148,687
Net income - 6,817 6,817
Change in unrealized loss on
available-for-sale securities 716 - 716
Cancellation of previously issued
restricted Class A Common Stock - - (46)
Issuance of Class A Common Stock
unit awards - - 312
Issuance of restricted
Class A Common Stock - - -
Restricted Class A Common Stock
earned - - 216
Dividends paid on Class A Preferred
Stock - (1,568) (1,568)
--------------------------------------------------
Balance at June 30, 1999 $ (3,949) $ (30,103) $ 155,134
==================================================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
-3-
<PAGE>
Capital Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Six months ended June 30, 1999 and 1998
(in thousands) (unaudited)
<TABLE>
<CAPTION>
1999 1998
-------------------- --------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,817 $ 7,697
Adjustments to reconcile net income to net cash provided by operating
activities:
Deferred income taxes (831) -
Provision for credit losses 2,033 1,240
Depreciation and amortization 175 108
Restricted Class A Common Stock earned 216 79
Net amortization of premiums and accretion of discounts on loans and
investments (260) 477
Accretion of discounts on term redeemable securities contract 1,062 -
Net accretion of discounts and fees on Convertible Trust Preferred
Securities 400 -
Expenses reversed on cancellation of restricted stock previously issued (46) -
Gain on sale of investments (35) -
Changes in assets and liabilities:
Deposits and other receivables (330) (2,154)
Accrued interest receivable 522 (4,702)
Prepaid and other assets (751) (2,940)
Deferred origination fees and other revenue 167 3,620
Accounts payable and accrued expenses (5,418) 3,040
-------------------- --------------------
Net cash provided by operating activities 3,721 6,465
-------------------- --------------------
Cash flows from investing activities:
Purchases of commercial mortgage-backed securities (185,947) (36,302)
Principal collections on commercial mortgage-backed securities - 25,471
Purchase of certificated mezzanine investments - (19,031)
Principal collections on certificated mezzanine investments 442 211
Origination and purchase of loans receivable (86,483) (355,266)
Principal collections and proceeds from sale of loans receivable 188,001 29,161
Purchases of equipment and leasehold improvements (55) (240)
Principal collections and proceeds from sales of available-
for-sale securities 3,344 4,166
-------------------- --------------------
Net cash used in investing activities (80,698) (351,830)
-------------------- --------------------
Cash flows from financing activities:
Proceeds from repurchase obligations 24 41,837
Repayment of repurchase obligations (40,994) (18,056)
Proceeds from credit facilities 166,651 383,289
Repayment of credit facilities (205,471) (109,259)
Proceeds from notes payable 155 10,170
Repayment of notes payable (518) (512)
Dividends paid on Class A Preferred Stock (1,568) (1,568)
Net proceeds from issuance of term redeemable
securities contract 126,885 -
-------------------- --------------------
Net cash provided by financing activities 45,164 305,901
-------------------- --------------------
Net decrease in cash and cash equivalents (31,813) (39,464)
Cash and cash equivalents at beginning of year 46,623 49,268
-------------------- --------------------
Cash and cash equivalents at end of period $ 14,810 $ 9,804
==================== ====================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
-4-
<PAGE>
Capital Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 1999
(unaudited)
1. Presentation of Financial Information
The accompanying unaudited consolidated interim financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The accompanying unaudited consolidated interim financial
statements should be read in conjunction with the financial statements and the
related management's discussion and analysis of financial condition and results
of operations filed with the Annual Report on Form 10-K of Capital Trust, Inc.
and Subsidiaries (collectively, the "Company") for the fiscal year ended
December 31, 1998. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation
have been included. The results of operations for the six months ended June 30,
1999, are not necessarily indicative of results that may be expected for the
entire year ending December 31, 1999.
The accompanying unaudited consolidated interim financial statements of the
Company include the accounts of the Company, VIC, Inc., which holds Victor
Capital and its wholly-owned subsidiaries, Natrest Funding I, Inc. (a single
purpose entity holding one Mortgage Loan), CT Convertible Trust I (a statutory
trust which issued the Convertible Trust Preferred Securities) and CT-BB Funding
Corp. (a single purpose entity holding fifteen commercial mortgage-backed
securities ("CMBS")). All significant intercompany balances and transactions
have been eliminated in consolidation. The accounting and reporting policies of
the Company conform in all material respects to generally accepted accounting
principles. Certain prior period amounts have been reclassified to conform to
current period classifications.
2. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
-5-
<PAGE>
Capital Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(unaudited)
3. Earnings Per Share of Class A Common Stock
Earnings per share of Class A Common Stock is presented based on the
requirements of Statement of Financial Accounting Standards No. 128 ("SFAS No.
128"). Basic EPS is computed based on the income applicable to Class A Common
Stock (which is net income reduced by the dividends on the Class A Preferred
Stock) divided by the weighted-average number of shares of Class A Common Stock
outstanding during the period. Diluted EPS is based on the net earnings
applicable to Class A Common Stock plus dividends on the Class A Preferred
Stock, divided by the weighted average number of shares of Class A Common Stock
and potentially dilutive shares of Class A Common Stock that were outstanding
during the period. At June 30, 1999, potentially dilutive shares of Class A
Common Stock include the shares issuable pursuant to convertible Class A
Preferred Stock and dilutive Class A Common Stock unit awards. At June 30, 1998,
potentially dilutive shares of Class A Common Stock include shares issuable
pursuant to the convertible Class A Preferred Stock and dilutive Class A Common
Stock options. The options outstanding during the period ended June 30, 1999 are
not dilutive.
4. Supplemental Disclosures for Consolidated Statements of Cash Flows
Interest paid on the Company's outstanding debt during the six months ended June
30, 1999 and 1998 was $25,162,000 and $7,640,000, respectively. Income taxes
paid by the Company during the six months ended June 30, 1999 and 1998 was
$10,421,000 and $3,139,000, respectively.
5. Commercial Mortgage-Backed Securities ("CMBS")
On March 3, 1999, the Company, through its then newly formed wholly-owned
subsidiary, CT-BB Funding Corp., acquired a portfolio of fixed-rate "BB" rated
CMBS (the "BB CMBS Portfolio") from an affiliate of the Company's credit
provider under the First Credit Facility (as hereinafter defined). The
portfolio, which is comprised of 11 separate issues with an aggregate face
amount of $246.0 million, was purchased for $196.9 million. In connection with
the transaction, an affiliate of the seller provided six-year term financing for
70% of the purchase price at a floating rate above the London Interbank Offered
Rate ("LIBOR") and entered into an interest rate swap with the Company for the
full duration of the BB CMBS Portfolio securities thereby providing a hedge for
interest rate risk. The financing was provided at a rate which was below the
current market for similar financing and, as such, the carrying amount of the
assets and the debt were reduced by $10.9 million to adjust the yield on the
debt to current market terms. The BB CMBS Portfolio securities bear interest at
fixed rates that average 7.74% on the face amount and mature at various dates
from March 2005 to December 2014. After giving effect to the discounted purchase
price and the adjustment of the carrying amount of the assets to bring the debt
to current market terms, the weighted average interest rate in effect at June
30, 1999 is 11.23%.
-6-
<PAGE>
Capital Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(unaudited)
6. Loans receivable
At June 30, 1999 and December 31, 1998, the Company's loans receivable consisted
of the following (in thousands):
June 30, December 31,
1999 1998
------------------- -----------------
(1) Mortgage Loans $ 267,801 $ 305,578
(2) Mezzanine Loans 200,099 317,278
(3) Other loans receivable 54,494 2,019
------------------- -----------------
522,394 624,875
Less: reserve for possible credit losses (5,536) (4,017)
------------------- -----------------
Total loans $ 516,858 $ 620,858
=================== =================
At June 30, 1999, the weighted average interest rate in effect, after giving
effect to interest rate swaps and including amortization of fees and premiums,
for the Company's loans receivable was as follows:
(1) Mortgage Loans 10.83%
(2) Mezzanine Loans 11.05%
(3) Other loans receivable 11.86%
Total Loans 11.02%
At June 30, 1999, $372,409,000 (71%) of the aforementioned loans bear interest
at floating rates ranging from LIBOR plus 320 basis points to LIBOR plus 1000
basis points. The remaining $149,985,000 (29%) of loans were financed at fixed
rates ranging from 8.50% to 12.50%.
Since December 31, 1998, the Company originated two Mortgage Loans totaling
$30.0 million, one other loan for $52.5 million and funded $4.0 million of
commitments under four existing loans. The Company received full satisfaction of
six loans totaling $177.6 million and recorded a write-down of one loan asset by
$500,000 and subsequently sold it for $9.5 million, at net book value, during
the period. At June 30, 1999, the Company had additional commitments for
fundings on outstanding loans and certificated mezzanine investments of
approximately $35.1 million.
At June 30, 1999, the Company has letters of intent outstanding for various
other lending transactions, which were subject to satisfaction of certain
conditions.
-7-
<PAGE>
Capital Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(unaudited)
7. Long-Term Debt
Credit Facilities
At December 31, 1998, the Company was party to a credit agreement with a
commercial lender that provided for a three-year $355 million line of credit
(the "First Credit Facility"). Effective February 26, 1999, pursuant to an
amended and restated credit agreement, the Company extended the expiration of
such credit facility from December 2001 to February 2002 with an automatic
one-year amortizing extension option, if not otherwise extended.
At December 31, 1998, the Company was party to an additional credit agreement
with another commercial lender that provided for a $300 million line of credit
scheduled to expire in December 1999 (the "Second Credit Facility" together with
the First Credit Facility, the "Credit Facilities"). Effective March 30, 1999,
pursuant to an amended and restated credit agreement, the Company extended the
expiration of such credit facility from December 1999 to June 2000 with an
automatic nine-month amortizing extension option, if not otherwise extended.
Term Redeemable Securities Contract
In connection with the purchase of the BB CMBS Portfolio described in Note 5, an
affiliate of the seller provided financing for 70% of the purchase price, or
$137.8 million, at a floating rate of LIBOR plus 50 basis points pursuant to a
term redeemable securities contract. This rate was below the market rate for
similar financings, and, as such, a discount on the term redeemable securities
contract was recorded to reduce the carrying amount by $10.9 million, which had
the effect of adjusting the yield to current market terms. The debt has a
three-year term that expires in February 2002.
An affiliate of the seller also entered into an interest rate swap with the
Company for the full duration of the BB CMBS Portfolio securities thereby
providing a hedge for interest rate risk. The notional values of the swaps were
tied to the amount of debt for the term of the debt and then to the assets for
the remaining terms of the assets. The market value of the swap at June 30, 1999
was $7,315,000.
By entering into the interest rate swap, the Company has effectively converted
the term redeemable securities contract to a fixed interest rate of 6.55%. After
adjusting the carrying amount and yield to current market terms, the term
redeemable securities contract bears interest at a fixed interest rate of 9.55%.
-8-
<PAGE>
Capital Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(unaudited)
8. Income Taxes
The Company and its subsidiaries file a consolidated federal income tax return.
The provision for income taxes for the six months ended June 30, 1999 and 1998
is comprised as follows (in thousands):
1999 1998
------------------ -----------------
Current
Federal $ 6,152 $ 2,842
State 2,187 1,270
Local 1,974 1,147
Deferred
Federal (502) -
State (172) -
Local (156) -
------------------ -----------------
Provision for income taxes $ 9,483 $ 5,259
================== =================
The Company has federal net operating loss carryforwards ("NOLs") as of June 30,
1999 of approximately $12.3 million. Such NOLs expire through 2012. The Company
also has a federal capital loss carryover of approximately $1.6 million that can
be used to offset future capital gains. Due to CalREIT Investors Limited
Partnership's ("CRIL") purchase of 6,959,593 Common Shares from the Company's
former parent in January 1997 and another prior ownership change, a substantial
portion of the NOLs are limited for federal income tax purposes to approximately
$1.4 million annually. Any unused portion of such annual limitation can be
carried forward to future periods.
The reconciliation of income tax computed at the U.S. federal statutory tax rate
(35%) to the effective income tax rate for the six months ended June 30, 1999
and 1998 are as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998
------------------------------- --------------------------------
$ % $ %
--------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Federal income tax at statutory rate $ 6,924 35.0% $ 4,535 35.0%
State and local taxes, net of federal tax
benefit 2,490 12.5% 1,595 12.3%
Utilization of net operating loss
carryforwards (245) (1.2)% (850) (6.5)%
Compensation in excess of deductible
limits 252 1.3% - - %
Other 62 0.3% (21) (0.2)%
=============== =============== ================================
$ 9,483 47.9% $ 5,259 40.6%
=============== =============== ================================
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for tax reporting purposes.
-9-
<PAGE>
Capital Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(unaudited)
The components of the net deferred tax assets as of June 30, 1999 and December
31, 1998 are as follows (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------------------- -----------------------
<S> <C> <C>
Net operating loss carryforward $ 4,314 $ 4,559
Reserves on other assets and for possible
credit losses 5,337 4,621
Other 234 119
----------------------- -----------------------
Deferred tax assets 9,885 9,299
Valuation allowance (6,025) (6,270)
----------------------- -----------------------
$ 3,860 $ 3,029
======================= =======================
</TABLE>
The Company recorded a valuation allowance to reserve a portion of its net
deferred tax assets in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). Under SFAS
No. 109, this valuation allowance will be adjusted in future years, as
appropriate. However, the timing and extent of such future adjustments can not
presently be determined.
9. Employee Benefit Plans
1997 Long-Term Incentive Stock Plan
During the six months ended June 30, 1999, the Company issued an aggregate of
352,000 options to acquire shares of Class A Common Stock with an exercise price
of $6.00 per share (a price higher than the fair value market value based on
reported trading prices on the dates of the grant).
The Company also issued 104,167 restricted shares of Class A Common Stock which
vest one third on each of the following dates: January 30, 2000, January 30,
2001 and January 30, 2002. The Company also reserved for issuance 52,083
performance based restricted shares of Class A Common Stock which will be issued
upon the achievement of stock price performance goals and thereafter will vest
over specified vesting periods.
-10-
<PAGE>
Capital Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(unaudited)
The following table summarizes the option activity under the incentive stock
plan for the six months ended June 30, 1999:
<TABLE>
<CAPTION>
Weighted
Average
Options Exercise Price Exercise Price
Outstanding per Share Per Share
--------------------- ------------------------------ ----------------------
<S> <C> <C> <C>
Outstanding at January 1, 1999 1,269,084 $6.00 - $11.38 $ 8.46
Granted in 1999 352,000 $6.00 6.00
Exercised in 1999 - - -
Canceled in 1999 (242,834) $6.00 - $11.38 8.99
--------------------- ---------------------- ----------------------
Outstanding at June 30, 1999 1,378,250 $6.00 - $10.00 $ 7.74
===================== ====================== ======================
</TABLE>
At June 30, 1999, 407,239 of the options are exercisable. At June 30, 1999, the
outstanding options have various remaining contractual exercise periods ranging
from 8.00 to 9.75 years with a weighted average life of 8.75 years.
10. Segment Reporting
In 1998, the Company adopted Statement of Financial Accounting Standards No. 131
Disclosures about Segments of an Enterprise and Related Information (SFAS No.
131). SFAS No. 131 is based on reporting information the way that management
organizes its segments within the Company for making operating decisions and
assessing performance.
During the first quarter of 1999, the Company reorganized the structure of its
internal organization by merging its Lending/Investment and Advisory segments
and thereby no longer managing its operations as separate segments. Previously,
the Company operated as two segments: Lending/Investment and Advisory.
Restatement of prior periods is not presented as the Company did not apply SFAS
No. 131 to interim financial statements in the initial year of its application.
-11-
<PAGE>
Capital Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(unaudited)
11. Subsequent Event
On August 10, 1999, Veqtor Finance Company, L.L.C. ("Veqtor"), a company
controlled by the chairman of the board, the vice chairman and chief executive
officer and the vice chairman and chairman of the executive committee of the
board of directors of the Company, consummated the redemption of the outstanding
preferred units of limited liability company interests in Veqtor. Prior to the
redemption, Veqtor held approximately 38% of the Company's then outstanding
shares of Class A Common Stock and 100% of the Company's then outstanding shares
of Class A Preferred Stock. In the redemption, the preferred units in Veqtor
were redeemed in exchange for 1,292,103 shares of Class A Common Stock,
2,293,784 shares of class B common stock, par value $0.01 per share, of the
Company, into which an equal number of shares of Class A Common Stock were
converted, 2,277,585 shares of the Company's Class A Preferred Stock and
4,043,248 shares of class B 9.5% cumulative convertible non-voting preferred
stock, par value $0.01 per share, of the Company, into which an equal number of
shares of Class A Preferred Stock were converted, which shares of stock were
distributed to the redeemed holders of preferred units according to their
respective ownership interests in Veqtor. Veqtor intends to convert the
remaining 5,946,825 shares of Class A Preferred Stock held by Veqtor into the
same number of shares of Class A Common Stock prior to the next dividend
declaration date whereupon it will own 9,320,531 shares of Class A Common Stock.
This conversion will reduce the Company's annual dividends on preferred stock
from $3,135,000 to approximately $1,615,000.
-12-
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in this
Form 10-Q. Historical results set forth are not necessarily indicative of the
future financial position and results of operations of the Company.
Overview of Financial Condition
- -------------------------------
During the first quarter of 1999, the Company, through its then newly
formed wholly-owned subsidiary, CT-BB Funding Corp., acquired a portfolio (the
"BB CMBS Portfolio") of "BB" rated commercial mortgage-backed securities
("CMBS") from an affiliate of the Company's credit provider under the First
Credit Facility (as hereinafter defined). The portfolio, which is comprised of
11 separate issues with an aggregate face amount of $246.0 million, was
purchased for $196.9 million. In connection with the transaction, an affiliate
of the seller provided three-year term financing for 70% of the purchase price
at a floating rate above the London Interbank Offered Rate ("LIBOR") and entered
into an interest rate swap with the Company for the full duration of the BB CMBS
Portfolio thereby providing a hedge for interest rate risk. The financing was
provided at a rate which was below the current market for similar financings
and, as such, the carrying amounts of the assets and the debt were reduced by
$10.9 million which had the effect of adjusting the yield on the debt to current
market terms. These securities bear interest at various fixed rates, which, when
including the amortization of the discount, average 11.23%.
Since December 31, 1998, the Company originated two mortgage loans
totaling $30.0 million, one other loan for $52.5 million and funded $4.0 million
of commitments under four existing loans. The Company received full satisfaction
of six loans totaling $177.6 million and recorded a write-down of one loan asset
by $500,000 and subsequently sold it for $9.5 million during the period. At June
30, 1999, the Company had outstanding loans, certificated mezzanine investments
and investments in CMBS totaling approximately $781 million and additional
commitments for fundings on outstanding loans and certificated mezzanine
investments of approximately $35.1 million.
During the quarter ended June 30, 1999, the Company sold all of its
other available-for-sale securities that had an amortized cost of $2,764,000 for
a $35,000 gain. In connection with the sale, the Company satisfied the
repurchase obligation outstanding relating to these assets for $2,526,000.
In connection with the sale of a loan described above, one of the
repurchase obligations outstanding at December 31, 1998 for $7.5 million was
satisfied. Another repurchase obligation outstanding at December 31, 1998 for
$19.3 million was satisfied by transferring the liability to the Second Credit
Facility (as hereinafter defined). A third repurchase obligation outstanding at
December 31, 1998 for $10.5 million was settled for cash. At June 30, 1999, the
Company was party to three repurchase obligations relating to assets sold by the
Company with an aggregate carrying amount of $53.9 million, which approximates
the assets' market value, and has a liability to repurchase these assets for
$38.4 million. The average interest rate in effect for all repurchase
obligations at June 30, 1999 is 6.42%.
-13-
<PAGE>
At December 31, 1998, the Company was a party to a credit agreement
with a commercial lender that provided for a three-year $355 million line of
credit (the "First Credit Facility"). Concurrent with the BB CMBS Portfolio
transaction, the First Credit Facility's maturity was extended to February 28,
2002 with an automatic one-year amortizing extension option, if not otherwise
extended.
At December 31, 1998, the Company was a party to a credit agreement
with another commercial lender that provided for a $300 million line of credit
(the "Second Credit Facility" and together with the First Credit Facility, the
"Credit Facilities"). During the first quarter of 1999, the Company extended the
expiration date of its Second Credit Facility from December 1999 to June 2000
with an automatic nine-month amortizing extension option, if not otherwise
extended.
At June 30, 1999, the Company had $332.9 million outstanding under
the Credit Facilities. The decrease in the amount outstanding under the Credit
Facilities from the amount outstanding at December 31, 1998 was due to the
significant loan repayments received, offset by the cash utilized in the BB CMBS
Portfolio purchase, cash utilized in loan originations and cash utilized to
satisfy the repurchase obligation which matured.
As of June 30, 1999, certain of the Company's loans and other
investments have been hedged so that the assets and the corresponding
liabilities were matched at floating rates over LIBOR and certain of the
Company's liabilities have been hedged so that the liabilities and the
corresponding CMBS were matched at fixed rates. During the six months ended June
30, 1999, the Company terminated two swaps and partially terminated a third swap
in connection with the payoff of a loan and the sale of a loan resulting in a
payment of $323,000. The Company has entered into interest rate swap agreements
for notional amounts totaling approximately $238.4 million at June 30, 1999 with
financial institution counterparties whereby the Company swapped fixed-rate
instruments, with average interest rates of approximately 6.01%, for floating
rate instruments with interest rates at LIBOR. The agreements mature at varying
times from September 2001 to July 2014.
-14-
<PAGE>
Comparison of the Six and Three Months Ended June 30, 1999 to the
- -----------------------------------------------------------------
Six and Three Months Ended June 30, 1998
----------------------------------------
The Company reported net income allocable to shares of Class A Common
Stock of $5,249,000 for the six months ended June 30, 1999, a decrease of
$880,000 from the net income allocable to shares of Class A Common Stock of
$6,129,000 for the six months ended June 30, 1998. The Company reported net
income allocable to shares of Class A Common Stock of $2,241,000 for the three
months ended June 30, 1999, a decrease of $1,999,000, from the net income
allocable to shares of Class A Common Stock of $4,240,000 for the three months
ended June 30, 1998. These changes were primarily the result of reduced advisory
and investment banking fees partially offset by increased income from loans and
other investments, net.
Income from loans and other investments, net, amounted to $24,999,000
for the six months ended June 30, 1999, an increase of $12,553,000 over the
$12,446,000 amount for the six months ended June 30, 1998. This increase was
primarily due to the increase in the amount of average interest earning assets
from approximately $372.1 million earning 11.9% for the six months ended June
30, 1998 to approximately $736.0 million earning 11.7% for the six months ended
June 30, 1999. This decrease in the interest rate earned in 1999 from that
earned in 1998 was mainly due to a decrease in LIBOR partially offset by an
increase in additional interest and fees which were recognized upon the early
termination of loans by the borrowers. LIBOR averaged 5.7% for the six months
ended June 30, 1998 and averaged 5.0% for the six months ended June 30, 1999.
Early terminations, which generated additional interest income of $1.3 million
during the six months ended June 30, 1998 and $4.0 million during the six months
ended June 30, 1999, had the effect of raising the average interest rate by 0.7%
during the six months ended June 30, 1998 and 1.1% during the six months ended
June 30, 1999. The increase in revenues was partially offset by an increase in
the amount of average interest bearing liabilities from approximately $239.9
million at an average rate of 8.1% for the six months ended June 30, 1998 to
approximately $450.8 million at an average rate of 7.9% for the six months ended
June 30, 1999.
Income from loans and other investments, net, amounted to $11,465,000
for the three months ended June 30, 1999, an increase of $3,915,000 over the
$7,550,000 amount for the three months ended June 30, 1998. This increase was
primarily due to the increase in the amount of average interest earning assets
from approximately $452.6 million earning 12.5% for the three months ended June
30, 1998 to approximately $765.7 million earning 10.8% for the three months
ended June 30, 1999. This decrease in the interest rate earned in 1999 from that
earned in 1998 was mainly due to a decrease in LIBOR and a decrease in
additional interest and fees which were recognized upon the early termination of
loans by the borrowers. LIBOR averaged 5.7% for the three months ended June 30,
1998 and averaged 5.0% for the three months ended June 30, 1999. Early
terminations, which generated additional interest income of $1.3 million during
the three months ended June 30, 1998 and $0.4 million during the three months
ended June 30, 1999, had the effect of raising the average interest rate by 1.1%
during the three months ended June 30, 1998 and 0.2% during the three months
ended June 30, 1999. The increase in revenues was partially offset by an
increase in the amount of average interest bearing liabilities from
approximately $315.0 million at an average rate of 8.3% for the three months
ended June 30, 1998 to approximately $457.0 million at an average rate of 8.0%
for the three months ended June 30, 1999.
In addition, the Company also utilized proceeds from the $150.0
million of Convertible Trust Preferred Securities which were issued on July 28,
1998 to finance its interest earning
-15-
<PAGE>
assets. During the three and six months ended June 30, 1999, the Company
recognized $1,742,000 and $3,483,000, respectively, of net expenses related to
these securities. This amount consisted of distributions to the holders totaling
$3,094,000 and $6,187,000, respectively, and amortization of discount and
origination costs totaling $200,000 and $400,000, respectively, during the three
and six months ended June 30, 1999. This was partially offset by a tax benefit
of $1,552,000 and $3,104,000 during the three and six months ended June 30,
1999.
During the six months ended June 30, 1999, other revenues decreased
$3,276,000 to $6,054,000 over the same period in 1998. The decrease during the
three months ended June 30, 1999 over the same period in 1998 was $3,759,000 to
$2,341,000. The decrease for the three and six months ended June 30, 1999 was
primarily due to the reduction in advisory and investment banking fees generated
by Victor Capital and its related subsidiaries of $3,709,000 and $3,476,000,
respectively.
Other expenses increased from $8,820,000 for the six months ended
June 30, 1998 to $11,270,000 for six months ended June 30, 1999 and decreased
from $4,947,000 for the three months ended June 30, 1998 to $4,758,000 for three
months ended June 30, 1999. The largest components of other expenses are
employee salaries and related costs and the provision for possible credit
losses. In March 1999, to reduce general and administrative expenses to a level
in line with budgeted business activity, the Company reduced its workforce by
approximately 30% and recorded a restructuring charge of $650,000. This charge
along with the higher number of employees in the first quarter accounted for the
increase in general and administrative expenses for the six months ended June
30, 1999. The reduction in workforce was the primary factor in the reduced
general and administrative expenses for the quarter ended June 30, 1999. The
Company had 30 full time employees at June 30, 1999. The increase in the
provision for possible credit losses from $1,240,000 for the six months ended
June 30, 1998 to $2,033,000 for the six months ended June 30, 1999 and from
$760,000 for the three months ended June 30, 1998 to $954,000 for the three
months ended June 30, 1999 was due to the increase in average earning assets as
previously described.
For the six months ended June 30, 1999 and 1998, the Company accrued
income tax expense of $9,483,000 and $5,259,000, respectively, for federal,
state and local income taxes. For the three months ended June 30, 1999 and 1998,
the Company accrued income tax expense of $4,281,000 and $3,679,000,
respectively, for federal, state and local income taxes. The increase (from
40.6% to 47.9% for the six month period and from 42.2% to 47.3% for the three
month period) in the effective tax rate was primarily due to a decrease in the
net operating loss carryforward available to offset taxable income. For the
three and six months ended June 30, 1998, net operating loss carryforwards
reduced the effective tax rate by 4.9% and 6.5%, respectively, due to
significant losses generated in 1997 that were not limited for utilization in
1998. For the three and six months ended June 30, 1999, the reduction was only
1.4% and 1.2%, respectively, as all of the losses generated in 1997 were
utilized in 1998.
The preferred stock dividend and dividend requirement arose in 1997
as a result of the Company's issuance of $33 million of shares of Class A
Preferred Stock on July 15, 1997. Dividends accrue on these shares at a rate of
9.5% per annum on a per share price of $2.69 for the 12,267,658 shares
outstanding.
-16-
<PAGE>
Liquidity and Capital Resources
- -------------------------------
At June 30, 1999, the Company had $14,810,000 in cash. The primary
sources of liquidity for the Company for the remainder of 1999, which the
Company believes will adequately meet future operating liquidity and capital
resource requirements, will be cash on hand, cash generated from operations,
interest and principal payments received on its investments and loans and
additional borrowings under the Credit Facilities. The primary demands on the
Company's capital resources will be the funding required for the origination or
acquisition of loans and other investments as the Company continues to expand
its specialty finance operations and grow its portfolio of loans and other
investments.
The Company experienced a net decrease in cash of $31,813,000 for the
six months ended June 30, 1999, compared to the net decrease of $39,464,000 for
the six months ended June 30, 1998. The net use of cash in the first two
quarters of 1999 was primarily due to the purchase of the BB CMBS Portfolio (net
of the proceeds from the term redeemable securities contract) and loan
originations off-set by additional borrowings while the net use of cash in the
first two quarters of 1998 was due to the utilization of the proceeds of the
Class A Common Stock offering completed in the fourth quarter of 1997 in making
loans and other investments off-set by additional borrowings. Cash provided by
operating activities during the six months ended June 30, 1999 decreased by
$2,744,000 to $3,721,000, from $6,465,000 during the same period of 1998. For
the six months ended June 30, 1999, cash used in investing activities was
$80,698,000, a decrease of $271,132,000 from $351,830,000 used during the same
period in 1998 that was primarily a result of the significant repayments
received on loans and other investments and reduced loan origination activity
since December 31, 1998. The decrease in cash provided by financing activities,
which decreased $260,737,000 to $45,164,000 from $305,901,000, was due primarily
to reduced levels of new borrowings and significant repayments of borrowings
under the Credit Facilities.
At June 30, 1999, the Company had two outstanding notes payable
totaling $3,884,000, outstanding borrowings under the Credit Facilities of
$332,934,000, outstanding borrowings on the term redeemable securities contract
of $127,947,000 and outstanding repurchase obligations of $38,432,000. At June
30, 1999, the Company had $322,066,000 of borrowing capacity available under the
Credit Facilities.
-17-
<PAGE>
Year 2000 Information
- ---------------------
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology ("IT") and Non-IT Systems
The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs or hardware that have date-sensitive software or
embedded chips may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar business
activities.
Based upon recent assessments, the Company determined that it was
required to replace certain of its software and certain hardware so that those
systems will properly utilize dates beyond December 31, 1999. The Company
believes that with the replacement of the previously existing software and
certain hardware, the Year 2000 Issue can be mitigated. However, if certain
replacements are not made, or not completed timely, the Year 2000 Issue could
have a material impact on the operations of the Company.
The Company's plan to resolve the Year 2000 Issue involves the
following four phases: assessment, remediation, testing and implementation. To
date, the Company has completed all phases of the plan for its in-house systems
that could be significantly affected by the Year 2000 Issue. In addition, the
Company will continue to gather information about the Year 2000 compliance
status of its significant service providers to monitor their compliance.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
The Company believes it is 100% Year 2000 compliant with its in-house
IT systems (both software and hardware). The testing phase of the project was
completed during the quarter ended March 31, 1999.
Nature and Level of Importance of Third Parties and their Exposure to the Year
2000 Issue
The Company's loan servicing function is performed by an independent
third party. This service includes the calculation of interest and principal for
the Company's loans receivable, the processing of bills to the Company's
customers and the maintenance of lock boxes and escrow accounts on behalf of
borrowers. The vendor has advised the Company that they are Year 2000 compliant
for loan servicing.
The Company has queried its significant service providers that do not
share information systems with the Company (external agents). To date, the
Company is not aware of any external agent with a Year 2000 Issue that would
materially impact the Company's results of operations, liquidity, or capital
resources. However, the Company has no means of ensuring that any external
agents used by the Company will be Year 2000 compliant. The inability of
external agents to complete their Year 2000 Issue resolution process in a timely
manner could materially impact the Company. The effect of non-compliance by
external agents is not determinable.
-18-
<PAGE>
Costs of Year 2000 Compliance
The Company utilized both internal and external resources to replace,
test, and implement the software and operating equipment for Year 2000
modifications. The project was completed during the quarter ended June 30, 1999
and the Company incurred approximately $225,000 ($30,000 expensed and $195,000
capitalized for new systems and equipment) related to all phases of the Year
2000 project which was funded through operating cash flow. The Company does not
expect any additional project costs.
Risks of Year 2000
The Company believes it has an effective program in place to resolve
the Year 2000 Issue and has completed all the necessary phases of the Year 2000
program for its in-house IT systems. While the Company has completed its
project, disruptions in the economy generally resulting from Year 2000 Issue
could materially adversely affect the Company. The amount of potential liability
and lost revenue cannot be reasonably estimated at this time.
The Company currently has contingency plans in the event that the
noted third parties do not complete their Year 2000 compliance.
Explanatory Note for the Use of Forward-Looking Statements
- ----------------------------------------------------------
Except for historical information contained herein, this quarterly
report on Form 10-Q contains forward-looking statements within the meaning of
the Section 21E of the Securities and Exchange Act of 1934, as amended, which
involve certain risks and uncertainties. Forward-looking statements are included
with respect to, among other things, the Company's current business plan,
business strategy and portfolio management. The Company's actual results or
outcomes may differ materially from those anticipated. Representative examples
of such factors are discussed in more detail in the Company's Annual Report on
Form 10-K, as amended, for the 1998 fiscal year, and include, among other
things, the availability of desirable loan and investment opportunities, the
ability to obtain and maintain targeted levels of leverage and borrowing costs,
changes in interest rates, continued loan performance and repayment and the
maintenance of loan loss allowance levels. The Company disclaims any intention
or obligation to update publicly or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
-19-
<PAGE>
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
The principal objective of the Company's asset/liability management
activities is to maximize net interest income, while minimizing levels of
interest rate risk. Net interest income and interest expense are subject to the
risk of interest rate fluctuations. To mitigate the impact of fluctuations in
interest rates, the Company uses interest rate swaps to effectively convert
fixed-rate assets to variable-rate assets and variable-rate liabilities to
fixed-rate liabilities for proper matching with variable-rate liabilities and
fixed-rate assets. Each derivative used as a hedge is matched with an asset or
liability with which it has a high correlation. The swap agreements are
generally held to maturity and the Company does not use derivative financial
instruments for trading purposes. The Company uses interest rate swaps to reduce
the Company's exposure to interest rate fluctuations on certain fixed-rate loans
and investments and to provide more stable spreads between rates received on
loans and investments and the rates paid on their financing sources.
-20-
<PAGE>
The following table provides information about the Company's
financial instruments that are sensitive to changes in interest rates at June
30, 1999. For financial assets and debt obligations, the table presents cash
flows and weighted average interest rates based on the contractual maturity
dates. For interest rate swaps, the table presents notional amounts and weighted
average fixed pay and variable receive interest rates by contractual maturity
dates. Notional amounts are used to calculate the contractual cash flows to be
exchanged under the contract. Weighted-average variable rates are based on rates
in effect as of the reporting date.
<TABLE>
<CAPTION>
Expected Maturity Dates
-----------------------------------------------------------------------------------------------
1999 2000 2001 2002 2003 Thereafter Total Fair Value
---- ---- ---- ---- ---- ---------- ----- ----------
(dollars in thousands)
<S> <C> <C> <C>
Assets:
CMBS
Fixed Rate - - - $193,673 - - $193,673 $179,312
Average interest rate - - - 11.23% - - 11.23%
Variable Rate - - - - $ 36,509 - $ 36,509 $ 32,441
Average interest rate - - - - 9.74% - 9.74%
Certificated Mezzanine
Investments
Variable Rate - $ 45,038 - - - - $ 45,038 $ 45,038
Average interest rate - 9.96% - - - - 9.96%
Loans receivable
Fixed Rate $ 13,986 - $ 35,000 $ 3,000 - $ 97,999 $149,985 $148,688
Average interest rate 11.73% - 11.76% 12.50% - 10.69% 11.08%
Variable Rate $60,916 $99,496 $132,997 $ 52,500 - $ 26,500 $372,409 $360,399
Average interest rate 12.46% 9.81% 10.60% 11.97% - 10.91% 10.91%
Liabilities:
Credit facilities
Variable Rate - $153,603 - $ 179,331 - - $332,934 $332,934
Average interest rate - 7.98% - 7.44% - - 7.69%
Term redeemable securities
contract
Variable Rate - - - $127,947 - - $127,947 $127,947
Average interest rate - - - 8.47% - - 8.47%
Repurchase obligations
Variable Rate $ 38,432 - - - - - $ 38,432 $ 38,432
Average interest rate 6.42% - - - - - 6.42%
Convertible Trust Preferred
Securities
Fixed Rate - - - - - $150,000 $150,000 $145,944
Average interest rate - - - - - 8.93% 8.93%
Interest rate swaps - - $ 28,000 $137,812 $ 19,310 $53,250 $238,372 $ 8,700
Average fixed pay rate - - 5.79% 6.05% 6.04% 6.01% 6.01%
Average variable receive
rate - - 4.93% 5.02% 4.96% 4.94% 4.99%
</TABLE>
-21-
<PAGE>
PART II. OTHER INFORMATION
ITEM 1: Legal Proceedings
None
ITEM 2: Changes in Securities
None
ITEM 3: Defaults Upon Senior Securities
None
ITEM 4: Submission of Matters to a Vote of Security Holders
None
ITEM 5: Other Information
On August 10, 1999, Veqtor Finance Company, L.L.C. ("Veqtor"), a
company controlled by the chairman of the board, the vice chairman
and chief executive officer and the vice chairman and chairman of the
executive committee of the board of directors of the Company,
consummated the redemption of the outstanding preferred units of
limited liability company interests in Veqtor. Prior to the
redemption, Veqtor held approximately 38% of the Company's then
outstanding shares of Class A Common Stock and 100% of the Company's
then outstanding shares of Class A Preferred Stock. In the
redemption, the preferred units in Veqtor were redeemed in exchange
for 1,292,103 shares of Class A Common Stock, 2,293,784 shares of
class B common stock, par value $0.01 per share, of the Company, into
which an equal number of shares of Class A Common Stock were
converted, 2,277,585 shares of the Company's Class A Preferred Stock
and 4,043,248 shares of class B 9.5% cumulative convertible
non-voting preferred stock, par value $0.01 per share, of the
Company, into which an equal number of shares of Class A Preferred
Stock were converted, which shares of stock were distributed to the
redeemed holders of preferred units according to their respective
ownership interests in Veqtor. Veqtor intends to convert the
remaining 5,946,825 shares of Class A Preferred Stock held by Veqtor
into the same number of shares of Class A Common Stock prior to the
next dividend declaration date whereupon it will own 9,320,531 shares
of Class A Common Stock. This conversion will reduce the Company's
annual dividends on preferred stock from $3,135,000 to approximately
$1,615,000.
-22-
<PAGE>
ITEM 6: Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
11.1 Statements regarding computation of earnings (loss) per share
27.1 Financial Data Schedules
(b) Reports on Form 8-K
During the fiscal quarter ended June 30, 1999, the Company filed the
following Current Reports on Form 8-K:
None
-23-
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
CAPITAL TRUST
Date: August 11, 1999 /s/ John R. Klopp
----------------- -----------------
John R. Klopp
Chief Executive Officer
/s/ Edward L Shugrue III
Edward L. Shugrue III
Managing Director and
Chief Financial Officer
-24-
Exhibit 11.1
Capital Trust, Inc. and Subsidiaries
Form 10-Q
Statement Regarding Computation of Earnings per Share
<TABLE>
<CAPTION>
Six Months Ended June 30, 1999 Six Months Ended June 30, 1998
--------------------------------------------- ----------------------------------------------
Per Share Per Share
Net Income Shares Amount Net Income Shares Amount
--------------- ------------ -------------- ---------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Net earnings per share of
Class A Common Stock $ 5,249,000 18,335,142 $ 0.29 $ 6,129,000 18,218,835 $ 0.34
============ ============
Effect of Dilutive Securities
Options outstanding for the
purchase of Class A
Common Stock -- -- -- 257,669
Future commitments for
stock unit awards for the
issuance of Class A
Common Stock -- 300,000 -- --
Convertible Class A
Preferred Stock 1,568,000 12,267,658 1,568,000 12,267,658
------------- ------------ -------------- -------------
Diluted EPS:
Net earnings per share of
Class A Common Stock
and Assumed
Conversions $ 6,817,000 30,902,800 $ 0.22 $ 7,697,000 30,744,162 $ 0.25
============= ============ ============ ============= ============= =============
Three Months Ended June 30, 1999 Three Months Ended June 30, 1998
--------------------------------------------- ------------------------------------------------
Per Share Per Share
Net Income Shares Amount Net Income Shares Amount
-------------- -------------- ------------ ----------------- -------------- -------------
Basic EPS:
Net earnings per share of
Class A Common Stock $ 2,241,000 18,352,983 $ 0.12 $ 4,240,000 18,229,650 $ 0.23
============ =============
Effect of Dilutive Securities
Options outstanding for the
purchase of Class A
Common Stock -- -- -- 273,259
Future commitments for
stock unit awards for the
issuance of Class A
Common Stock -- 300,000 -- --
Convertible Class A
Preferred Stock 784,000 12,267,658 784,000 12,267,658
-------------- ------------ --------------- --------------
Diluted EPS:
Net earnings per share of
Class A Common Stock
and Assumed
Conversions $ 3,025,000 30,920,641 $ 0.10 $ 5,024,000 30,770,567 $ 0.16
============== ============ ============ =============== ============== ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL EXTRACTED FROM THE FINANCIAL
STATEMENTS OF CAPITAL TRUST FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 14,810
<SECURITIES> 264,106
<RECEIVABLES> 522,394
<ALLOWANCES> 5,536
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,002
<DEPRECIATION> 484
<TOTAL-ASSETS> 815,516
<CURRENT-LIABILITIES> 6,626
<BONDS> 503,197
145,944
0
<COMMON> 183
<OTHER-SE> 154,951
<TOTAL-LIABILITY-AND-EQUITY> 815,516
<SALES> 0
<TOTAL-REVENUES> 48,795
<CGS> 0
<TOTAL-COSTS> 33,566
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,033
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 13,196
<INCOME-TAX> 6,379
<INCOME-CONTINUING> 6,817
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,817
<EPS-BASIC> 0.29
<EPS-DILUTED> 0.22
</TABLE>
